Form 10-QSB
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1997
------------------------------
OR
(_) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
For Quarter Ended Commission File Number 0-23788
Xechem International, Inc.
(Exact name of registrant as specified in its charter)
Delaware 22-3284803
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
100 Jersey Avenue, Bldg. B, Suite. 310, New Brunswick, NJ 08901
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (732) 247-3300
-----------------------
- ------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report.)
Check whether the registrant (1) filed all reports required to be filed by
Section 13 of 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes X No
Number of shares outstanding of the issuer=s common stock, as of November 10,
1997 was 118,828,439 shares.
Transitional Small Business Disclosure Format
Yes No X
<PAGE>
XECHEM INTERNATIONAL, INC. AND SUBSIDIARIES
Page No.
Part I. Financial Information
Item 1. Consolidated Balance Sheet as of
September 30, 1997 [Unaudited]........................... 3..4
Consolidated Statements of Operations
for the three months and nine months ended
September 30, 1997 and 1996 [Unaudited] ................. 5
Consolidated Statement of Stockholders'
Equity for the nine months ended
September 30, 1997 [Unaudited]........................... 6..7
Consolidated Statements of Cash Flows for
the nine months ended September 30, 1997 and
1996 [Unaudited]......................................... 8..9
Notes to Consolidated Financial Statements................ 10..12
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations .......... 13..18
Part II. Other Information .................................... 19..21
Signatures........................................................ 22
<PAGE>
XECHEM INTERNATIONAL, INC. AND SUBSIDIARIES
[A DEVELOPMENT STAGE ENTERPRISE]
CONSOLIDATED BALANCE SHEET AS OF SEPTEMBER 30, 1997
[UNAUDITED]
Current Assets:
Cash and Cash Equivalents $ 232,685
Inventory 1,648,464
Prepaid Expenses 100,730
Other Current Assets 135,119
-------------
Total Current Assets $2,116,998
Equipment, Net of Accumulated
Depreciation of $417,245 $1,007,951
Leasehold Improvements - Net of Accumulated
Amortization of $280,968 712,901
Deposits 22,167
Patent Issuance Costs-Net of Accumulated
Amortization of $25,490 396,933
------------
Total Assets $4,256,950
See Accompanying Notes to Consolidated Financial Statements.
<PAGE>
XECHEM INTERNATIONAL, INC. AND SUBSIDIARIES
[A DEVELOPMENT STAGE ENTERPRISE]
CONSOLIDATED BALANCE SHEET AS OF SEPTEMBER 30, 1997
[UNAUDITED]
Current Liabilities:
Accounts Payable $ 261,473
Accrued Expenses 159,506
Notes Payable - Others 128,300
Loans Payable - Other 57,000
Other Current Liabilities 785
---------
Total Current Liabilities $ 607,064
---------
Commitments and Contingencies $ --
---------
Stockholders= Equity:
Class A Voting Preferred Stock, $.00001 Par Value, 2,500
Shares Authorized; 2,500 Shares Issued and Outstanding $ --
Additional Paid-in Capital [Class A Voting Preferred] 2,500
Class B 8% Preferred Stock, $.00001 Par Value, 1,150 Shares
Authorized; None Outstanding --
Common Stock, $.00001 Par Value, 247,000,000
Shares Authorized; 118,828,439 Shares Issued and Outstanding 1,187
Additional Paid-in Capital [Common] 28,655,163
(Deficit) Accumulated During the Development Stage (25,008,964)
------------
Total Stockholders' Equity $3,649,886
------------
Total Liabilities and Stockholders' Equity $4,256,950
============
See Accompanying Notes to Consolidated Financial Statements.
<PAGE>
XECHEM INTERNATIONAL, INC. AND SUBSIDIARIES
[A DEVELOPMENT STAGE ENTERPRISE]
CONSOLIDATED STATEMENTS OF OPERATIONS
[UNAUDITED]
XECHEM INTERNATIONAL, INC. AND SUBSIDIARIES
[A DEVELOPMENT STAGE ENTERPRISE]
CONSOLIDATED STATEMENTS OF OPERATIONS
[UNAUDITED]
<TABLE>
Cumulative
Period from
March 15,
Three months ended Nine Months ended 1990 [Date of
------------------ ----------------- -------------
September 30, September 30, Inception] to
-------------- ------------- -------------
1 9 9 7 1 9 9 6 1 9 9 7 1 9 9 6 Sept. 30, 1997
------- ------- ------- ------- --------------
<S> <C> <C> <C> <C> <C>
Revenues $ 15,676 $ 48,471 $ 29,966 $ 206,222 $ 605,696
----------- ---------- ----------- --------- ------------
Expenses:
Research and Development $ 620,216 $ 343,950 $ 1,472,758 $ 1,105,029 $ 6,109,824
Rent 42,420 44,834 119,386 110,074 551,156
General and Administrative 296,481 268,778 972,285 1,185,624 5,705,640
----------- ---------- ----------- --------- ------------
Total Expenses $ 959,117 $ 657,562 $ 2,564,429 $ 2,400,727 $ 12,366,620
----------- ---------- ----------- ---------- ------------
(Loss) from Operations $ (943,441) $ (609,091) $(2,534,463) $(2,194,505) $(11,760,924)
Other Income 1,634 2,648 6,252 8,257 279,371
Interest (Expense) - Related Party -- (22,233) -- (64,693) (8,589,081)
Interest (Expense) (3,530) (8,762) (10,283) (53,217) (4,915,384)
Minority Interest-XetaPharm, Inc. -- 3,600 -- 3,600 --
----------- --------- ----------- ----------- ------------
(Loss) Before Income Taxes $ (945,337) $ (633,838) $(2,538,494) $(2,300,558) $(24,986,018)
Income Taxes -- -- -- -- --
----------- ---------- ----------- --------- ------------
Net (Loss) $ (945,337) $ (633,838) $(2,538,494) $(2,300,558) $(24,986,018)
=========== ========== =========== ============ ============
Preferred Stock Dividends $ -- $ 26,364 $ 233 $ 69,875 $ 101,361
=========== ========== =========== =========== ============
Net (Loss) Available to Common
Stockholders $ (945,337) $ (660,202) $(2,538,727) $(2,370,433) $ (25,087,379)
============ =========== =========== =========== =================
Net (Loss) per Share $ (0.009) $ (0.09) $ (0.03) $ (0.34)
=========== ========== =========== ===========
Average Number of Shares Outstanding 109,721,772 7,436,960 86,333,195 6,913,685
=========== ========== =========== ===========
</TABLE>
See Accompanying Notes to Consolidated Financial Statements
<PAGE>
XECHEM INTERNATIONAL, INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE ENTERPRISE)
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
[UNAUDITED]
XECHEM INTERNATIONAL, INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE ENTERPRISE)
- -------------------------------------------------------------------------------
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
[UNAUDITED]
- -------------------------------------------------------------------------------
<TABLE>
Class A Additional Class B Additional Class C Class C Additional
Voting Preferred Paid in 8% Preferred Paid in Series 1 Series 2 Paid in
Capital Capital 8% Conv. Preferred Votng Cnv.Pfd Capital
# of Par # of Par # of Par # of Par
Shares Value Class A Shares Value Class B Shares Value Shares Value Class C
Common Stock issued in exchange for equipment
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
in March 1990 at no par value -- $ -- $ -- -- $ -- $ -- -- $ -- -- $ -- $ --
Capital contributions April 1990 -- -- -- -- -- -- -- -- -- -- --
Net (loss) for the period from March 15,
1990 (date of inception) to December 31, 1990 -- -- -- -- -- -- -- -- -- -- --
Balance - December 31, 1990 -- -- -- -- -- -- -- -- -- -- --
Capital contributions July 1991 -- -- -- -- -- -- -- -- -- -- --
Capital contributions September 1991 -- -- -- -- -- -- -- -- -- -- --
Capital contributions October 1991 -- -- -- -- -- -- -- -- -- -- --
Net (loss) for the year ended December 31, 1991 -- -- -- -- -- -- -- -- -- -- --
Balance - December 31, 1991 -- -- -- -- -- -- -- -- -- -- --
Capital contributions -- -- -- -- -- -- -- -- -- -- --
Net (loss) for the year ended December 31, 1992 -- -- -- -- -- -- -- -- -- -- --
Balance - December 31, 1992 -- -- -- -- -- -- -- -- -- -- --
Net (loss)for the year ended December 31, 1993 -- -- -- -- -- -- -- -- -- -- --
Balance - December 31, 1993 -- -- -- -- -- -- -- -- -- -- --
Reorganization 2,500 -- 2,500 1,070 -- 107,000 -- -- -- -- --
Net Proceeds from Initial Public Offering
First Quarter 1994, at $5.00 Per Unit Less
Issuance Cost -- -- -- -- -- -- -- -- -- -- --
Excess of Fair Market Value over Option Price
of Non-Qualified Stock Options - Third
Quarter 1994 -- -- -- -- -- -- -- -- -- -- --
Excess of Fair Market Value over Option Price
of Non-Qualified Stock Options -
Fourth Quarter 1994 -- -- -- -- -- -- -- -- -- -- --
Net (loss) for the year ended December 31,
1994 -- -- -- -- -- -- -- -- -- -- --
Balance - December 31, 1994 2,500 -- 2,500 1,070 -- 107,000 -- -- -- -- --
Private Placement - Common Stock at
$3.00 Per Share, Less Issuance Cost -- -- -- -- -- -- -- -- -- -- --
Excess of Fair Market Value over Option
Price of Non-Qualified Stock Options -
First Quarter 1995 -- -- -- -- -- -- -- -- -- -- --
Excess of Fair Market Value over Option Price
of Non-Qualified Stock Options and
issuance of Apotex stock Second
Quarter 1995 -- -- -- -- -- -- -- -- -- -- --
Excess of Fair Market Value over Option Price of
Non-Qualified Stock Options-Third Quarter 1995 -- -- -- -- -- -- -- -- -- -- --
Excess of Fair Market Value over Option Price of
Non-Qualified Stock Options Fourth Quarter 1995 -- -- -- -- -- -- -- -- -- -- --
Net (loss) for the year ended December 31, 1995 -- -- -- -- -- -- -- -- -- -- --
Balance - December 31, 1995 - Forward 2,500 $ -- $2,500 1,070 $ -- $107,000 -- $ -- -- $ -- $ --
</TABLE>
See Accompanying Notes to Consolidated Financial Statements.
XECHEM INTERNATIONAL, INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE ENTERPRISE)
- -------------------------------------------------------------------------------
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
[UNAUDITED]
- -------------------------------------------------------------------------------
<TABLE>
Class A Additional Class B Additional Class C Class C Additional
Voting Pfd Paid in 8% Pfd Paid in Series 1 Series 2 Paid in
Capital Capital 8% Conv. Pfd Voting Cov. Pfd Capital
# of Par # of Par # of Par # of Par
Shares Val Class A Shares Val Class B Shares Val Shares Value Class C
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Balance - December 31, 1995 - Forwarded 2,500 $-- $2,500 1,070 $ -- $107,000 -- $ -- -- $ -- $ --
Private Placement - Common Stock at
$3.00 Per Share, Less Issuance Costs -- -- -- -- -- -- -- -- -- -- --
Private Placement - Petron at $.38 per Share -- -- -- -- -- -- -- -- -- -- --
Private Placement - Series 1 Preferred Stock
at $100 per Share, Less Issuance Cost -- -- -- -- -- -- 22,500 -- -- -- 2,137,500
Private Placement - Series 2 Preferred Stock
at $100 per Share, Less Issuance Cost -- -- -- -- -- -- -- -- 10,000 -- 882,440
Conversion of Preferred Stock -- -- -- -- -- -- (21,000) -- -- -- (1,995,000)
Conversion of Debt to Equity at $25 Per Share -- -- -- -- -- -- -- -- -- -- --
Excess of Fair Market Value over Option Price of
Non-Qualified Stock Options - Second
Quarter 1996 -- -- -- -- -- -- -- -- -- -- --
Excess of Fair Market Value over Option Price of
Non-Qualified Stock Options - Third
Quarter 1996 -- -- -- -- -- -- -- -- -- -- --
Excess of Fair Market Value over Option Price of
Non-Qualified Stock Options - Fourth
Quarter 1996 -- -- -- -- -- -- -- -- -- -- --
Cancellation of Apotex Stock -- -- -- -- -- -- -- -- -- -- --
Ocean Marine Settlement at $1.31 per Share -- -- -- -- -- -- -- -- -- -- --
Net (loss) for the year -- -- -- -- -- -- -- -- -- -- --
Balance - December 31, 1996 2,500 -- 2,500 1,070 -- 107,000 1,500 -- 10,000 -- 1,024,940
Private Placement - Series 2 Preferred at $100
per Share -- -- -- -- -- -- -- -- 12,500 -- 1,250,000
Conversion of Series 1 Preferred Stock -- -- -- -- -- -- (1,500) - -- -- (142,500)
Conversion of Series 2 Preferred Stock -- -- -- -- -- -- -- -- (22,500) -- (2,132,440)
Conversion of Dr. Pandey Preferred Stock and
Debt to Equity -- -- -- (1,070) -- (107,000) -- -- -- -- --
Private Placement - Common Stock at $.05
per Share -- -- -- -- -- -- -- -- -- -- --
Excess of Fair Market Value over Option Price of
Non-Qualified Stock Options - First
Quarter 1997 -- -- -- -- -- -- -- -- -- -- --
Excess of Fair Market Value over Option Price of
Non-Qualified Stock Options - Third
Quarter 1997 -- -- -- -- -- -- -- -- -- -- --
Net (loss) for the nine months ended
September 30, 1997 -- -- -- -- -- -- -- -- -- -- --
Balance - September 30, 1997 $2,500 $-- $2,500 $ -- $-- $ -- $ -- $ -- $ -- $-- $ --
</TABLE>
See Accompanying Notes to Consolidated Financial Statements.
XECHEM INTERNATIONAL, INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE ENTERPRISE)
- -------------------------------------------------------------------------------
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
[UNAUDITED]
- -------------------------------------------------------------------------------
<TABLE>
Xechem, Inc. Xechem International Additional (Deficit)
Common Stock Common Stock Paid in Accumulated
Capital During
# of Par # of Par Development
Shares Value Shares Value Common Stage
Common Stock issued in exchange for equipment
<S> <C> <C> <C> <C> <C> <C> <C>
in March 1990 at no par value 100 $ 125,000 -- $-- $ -- $ --
Capital contributions April 1990 -- -- -- -- 170,000 --
Net (loss) for the period from March 15, 1990 (date
of inception) to December 31, 1990 -- -- -- -- -- (159,271)
Balance - December 31, 1990 100 125,000 -- -- 170,000 (159,271)
Capital contributions July 1991 -- -- -- -- 95,971 --
Capital contributions September 1991 -- -- -- -- 50,172 --
Capital contributions October 1991 -- -- -- -- 25,000 --
Net (loss) for the year ended December 31, 1991 -- -- -- -- -- (159,271)
Balance - December 31, 1991 100 125,000 -- -- 341,143 (516,661)
Capital contributions -- -- -- -- 95,000 --
Net (loss) for the year ended December 31, 1992 -- -- -- -- -- (487,301)
Balance - December 31, 1992 100 125,000 -- -- 436,143 (1,003,962)
Net (loss) for the year ended December 31, 1993 -- -- -- -- -- (819,816)
Balance - December 31, 1993 100 125,000 -- -- 436,143 (1,823,778)
Reorganization (100) (125,000) 4,370,500 43 13,840,487 --
Net Proceeds from Initial Public Offering - First Quarter
1994, at $5.00 Per Unit Less Issuance Cost -- -- 1,150,000 12 4,542,670 --
Excess of Fair Market Value over Option Price of
Non-Qualified Stock Options - Third Quarter 1994 -- -- 105,000 1 1,049 --
Excess of Fair Market Value over Option Price of
Non-Qualified Stock Options - Fourth Quarter 1994 -- -- 105,000 1 50,060 --
Net (loss) for the year ended December 31, 1994 -- -- -- -- -- --
Balance - December 31, 1994 -- -- 5,730,500 57 18,870,409 (16,139,971)
Private Placement - Common Stock at
$3.00 Per Share, Less Issuance Cost -- -- 118,778 2 388,887 --
Excess of Fair Market Value over Option Price of
Non-Qualified Stock Options - First Quarter 1995 -- -- 30,000 -- 328,125 --
Excess of Fair Market Value over Option Price of
Non-Qualified Stock Options and issuance of
Apotex stock Second Quarter 1995 -- -- 674,700 7 980,806 --
Excess of Fair Market Value over Option Price of
Non-Qualified Stock Options - Third Quarter 1995 -- -- 24,500 -- (260,612) --
Excess of Fair Market Value over Option Price of
Non-Qualified Stock Options - Fourth Quarter 1995 -- -- 5,000 -- 40,624 --
Net (loss) for the year ended December 31, 1995 -- -- -- -- -- (3,133,348)
Balance - December 31, 1995 - Forward -- $ -- $6,583,478 66 $20,348,239 $(19,273,319)
</TABLE>
XECHEM INTERNATIONAL, INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE ENTERPRISE)
- -------------------------------------------------------------------------------
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
[UNAUDITED]
- -------------------------------------------------------------------------------
<TABLE>
Xechem, Inc. Xechem Int. Additional (Deficit)
Common Stock Common Stock Paid in Accumulated
Capital During
# of Par # of Par Development
Shares Value Shares Value Common Stage
<S> <C> <C> <C> <C> <C> <C>
Balance - December 31, 1995 - Forwarded -- $ -- 6,583,478 $66 $20,348,239 $(19,273,319)
Private Placement - Common Stock at
$3.00 Per Share, Less Issuance Costs -- -- 163,333 1 52,784 --
Private Placement - Petron at $.38 per Share -- -- 260,000 1 100,000 --
Private Placement - Series 1Preferred Stock
at $100 per Share, Less Issuance Cost -- -- 12,500 -- 28,125 --
Private Placement - Series 2 Preferred Stock
at $100 per Share, Less Issuance Cost -- -- -- -- -- --
Conversion of Preferred Stock -- -- 1,673,583 16 1,966,840 --
Conversion of Debt to Equity at $25 Per Share -- -- 1,477,745 15 369,422 --
Excess of Fair Market Value over Option Price of
Non-Qualified Stock Options - Second Quarter 1996 -- -- 2,000 -- 4,625 --
Excess of Fair Market Value over Option Price of
Non-Qualified Stock Options - Third Quarter 1996 -- -- 600 -- 564 --
Excess of Fair Market Value over Option Price of
Non-Qualified Stock Options - Fourth Quarter 1996 -- -- 51,600 1 13,205 --
Cancellation of Apotex Stock -- -- (75,000) -- -- --
Ocean Marine Settlement at $1.31 per Share -- -- 25,000 -- 32,812 --
Net (loss) for the year -- -- -- -- -- (3,174,205)
Balance - December 31, 1996 -- -- 10,174,839 100 22,916,616 (22,447,524)
Private Placement - Series 2 Preferred at $100
per Share -- -- -- -- -- --
Conversion of Series 1 Preferred Stock -- -- 120,000 1 142,499 --
Conversion of Series 2 Preferred Stock -- -- 45,000,000 450 2,131,180 --
Conversion of Dr. Pandey Preferred Stock and
Debt to Equity -- -- 21,088,000 211 1,317,797 (22,946)
Private Placement - Common Stock at $.05 per Share -- -- 42,320,000 424 2,115,576 --
Excess of Fair Market Value over Option Price of
Non-Qualified Stock Options - First Quarter 1997 -- -- 125,000 1 31,249 --
Excess of Fair Market Value over Option Price of
Non-Qualified Stock Options - Third Quarter 1997 -- -- 600 -- 246 --
Net (loss) for the nine months ended September 30,
1997 -- -- -- -- -- (2,538,494)
See Accompanying Notes to Consolidated Financial Statements.
</TABLE>
See Accompanying Notes to Consolidated Financial Statements
<PAGE>
XECHEM INTERNATIONAL, INC. AND SUBSIDIARIES
[A DEVELOPMENT STAGE ENTERPRISE]
CONSOLIDATED STATEMENTS OF CASH FLOWS
[UNAUDITED]
XECHEM INTERNATIONAL, INC. AND SUBSIDIARIES
[A DEVELOPMENT STAGE ENTERPRISE]
CONSOLIDATED STATEMENTS OF CASH FLOWS
[UNAUDITED]
<TABLE>
Cumulative
Period From
March 15,
1990 [Date of
Nine months ended Inception] to
----------------- --------------
September 30, September 30
------------- ------------
1 9 9 7 1 9 9 6 1 9 9 7
------- ------- -------
Operating Activities:
<S> <C> <C> <C>
Net (Loss) $(2,538,494) $(2,300,558) $(24,986,018)
----------- ----------- ------------
Adjustments to Reconcile Net (Loss) to Net Cash
Provided (Used) by Operating Activities:
Depreciation $ 129,600 $ 92,068 $ 351,651
Amortization 9,000 56,770 397,719
Loss on Sale of Assets -- -- (391)
Interest and Compensation Expense
in Connection with Issuance of Equities 30,240 62,501 14,243,740
Changes in Assets and Liabilities
(Increase) Decrease in:
Inventory (251,559) (471,248) (1,621,229)
Prepaid Expenses 35,421 85,704 (100,730)
Other Current Assets (129,998) 47,390 (161,459)
Deposits -- (1,650) (22,167)
Organizational Costs -- -- (13,828)
Other Assets -- 2,250 (1,592)
Increase (Decrease) in:
Accounts Payable (342,487) (85,076) 262,337
Accrued Interest Payable 10,258 66,663 94,696
Accrued Expenses (42,488) (21,540) 166,722
----------- ---------- ------------
Total Adjustments $ (552,013) $ ($166,168) $ 13,595,469
----------- ----------- ------------
Net Cash (Used) by Operating
Activities - Forward $(3,090,507) $(2,466,726) $(11,390,549)
----------- ----------- ------------
Investing Activities:
Patent Issuance Costs $ (168,383) $ (101,067) $ (421,682)
Purchases of Equipment and
Leasehold Improvements (267,783) (188,618) (1,903,194)
Proceeds from Sale of Asset -- -- 26,700
Purchase of Marketable Securities -- -- (1,476,449)
Proceeds from Sale of Marketable Securities -- -- 1,476,449
----------- ----------- -----------
Net Cash (Used) by Investing
Activities - Forward $ (436,166) $ (289,685) $(2,298,176)
</TABLE>
See Accompanying Notes to Consolidated Financial Statements.
<PAGE>
XECHEM INTERNATIONAL, INC. AND SUBSIDIARIES
[A DEVELOPMENT STAGE ENTERPRISE]
CONSOLIDATED STATEMENTS OF CASH FLOWS
[UNAUDITED]
<TABLE>
Cumulative
Period From
March 15,
1990 [Date of
Nine months ended Inception] to
September 30, Sept. 30,
1 9 9 7 1 9 9 6 1 9 9 7
------- ------- -------
Net Cash (Used) by Operating
<S> <C> <C> <C>
Activities - Forwarded $(3,090,507) $(2,466,726) $(11,390,549)
----------- ----------- ------------
Net Cash (Used) by Investing
Activities - Forwarded $ (436,166) $ (289,685) $ (2,298,176)
----------- ----------- ------------
Financing Activities:
Proceeds from Note Payable - Bank $ -- $ -- $ (390,000)
Proceeds from Related Party Loans -- 155,000 1,294,582
Proceeds from Borrowings Under
Line of Credit -- -- 1,365,000
Proceeds from Notes Payable - Others -- -- 445,000
Proceeds from Interim Loans 57,000 55,000 1,027,295
Proceeds from Bridge Financing -- 265,000 640,000
Capital Contribution -- -- 95,000
Payments on Interim Loans -- (55,000) (305,000)
Payments on Notes Payable - Others -- -- (520,000)
Payment on Stockholder Loans -- -- (207,037)
Payment of Line of Credit -- -- (975,000)
Proceeds from Issuance of
Common Stock 2,116,000 102,785 7,200,343
Proceeds from Issuance of Class C
Series 1 Preferred Stock -- 2,109,357 2,109,357
Proceeds from Issuance of Class C
Series 2 Preferred Stock 1,249,190 -- 2,131,630
Proceeds from Exercise of Options 1,256 26 10,240
Proceeds from Minority Interest -- 50,000 --
---------- --------- -----------
Net Cash - Financing Activities $3,423,446 $2,682,168 $ 13,921,410
---------- ---------- -----------
Net Increase (Decrease) in Cash
And Cash Equivalents $ (103,227) $ (74,243) $ 232,685
Cash and Cash Equivalents -
Beginning of Periods 335,912 125,067 --
---------- ---------- ------------
Cash and Cash Equivalents -
End of Periods $ 232,685 $ 50,824 $ 232,685
========== ========== ============
Supplemental Disclosures of Cash Flow Information:
Cash paid during the periods for:
Interest - Related Party $ -- $ 20,641 $ 104,992
Interest - Other $ -- $ 2,347 $ 133,818
Income Taxes $ -- $ -- $ --
</TABLE>
See Accompanying Notes to Consolidated Financial Statements.
<PAGE>
XECHEM INTERNATIONAL, INC. AND SUBSIDIARIES
[A DEVELOPMENT STAGE ENTERPRISE]
CONSOLIDATED STATEMENTS OF CASH FLOWS
[UNAUDITED]
Supplemental Disclosure of Non-Cash Investing and Financing Activities:
A total of 125,000 stock options, issued to the holder of notes payable, were
exercised at a nominal price during the nine months ended September 30, 1997.
The difference between the fair market value of the Common Stock at the time of
exercise and the amount paid was charged to compensation expense.
In accordance with the terms of the Stock Plan (see Note 4), 600 and 2,600
options were exercised at a nominal price during each of the nine months ended
September 30, 1997 and September 30, 1996, respectively. The difference between
the fair market value of the Common Stock at the time of exercise and the amount
paid was charged to compensation expense.
In March 1996, the Company received a gap loan of $400,000 from an entity, which
contemplated the conversion of the principal amount of the loan to Class C
Series 1 Preferred Stock with interest on the loan payable in 12,500 shares of
the Company's Common Stock. This transaction was completed on April 16, 1996.
In May 1996, the Company entered into a settlement agreement with Ocean Marine
Services ("Ocean Marine"). The lawsuit was settled by an agreement with the
Company to make a cash payment o $115,000 and issue 25,000 shares of
unregistered Common Stock to Ocean Marine.
On August 29, 1996, the Company and its wholly-owned subsidiary,
XetaPharm, Inc., entered into a Memorandum of Understanding with Petron
International, Inc. The Company's minority interest in XetaPharm, Inc. incurred
a loss of $3,600 for the month of September, 1996.
As a result of these various agreements and transactions, the Company's
statement of operations reflects non-cash interest and compensation expense of
$30,240 for the nine months ended September 30, 1997 and $62,501 for the nine
months ended September 30, 1996.
See Note 5 in accompanying financial statements.
See Accompanying Notes to Consolidated Financial Statements.
<PAGE>
XECHEM INTERNATIONAL, INC. AND SUBSIDIARIES
[A DEVELOPMENT STAGE ENTERPRISE]
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
[UNAUDITED]
[1] Significant Accounting Policies
Significant accounting policies and other matters of Xechem
International, Inc. and its wholly-owned subsidiaries, Xechem, Inc., Xechem
Laboratories, Inc. and XetaPharm, Inc. (collectively the ACompany@), are set
forth in the financial statements for and as of the year ended
December 31, 1996 included in the Company's Form 10-KSB, as filed with the
Securities and Exchange Commission.
[2] Basis of Reporting
The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-QSB and
Item 310(b) of Regulation S-B. Accordingly, they do not include all the
information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of management,
such statements include all adjustments (consisting only of normal recurring
item) which are considered necessary for a fair presentation of the
consolidated financial position of the Company at September 30, 1997 and the
consolidated results of its operations for the three months and nine months
ended September 30, 1997 and 1996 and for the cumulative period from March
15, 1990 (date of inception) to September 30, 1997 and its cash flows for the
nine months ended September 30, 1997 and 1996 and for the cumulative period
from March 15, 1990 (date of inception) to September 30, 1997. These
consolidated financial statements should be read in conjunction with the
consolidated financial statements and related notes included in the Company=s
Form 10-KSB for the year ended December 31, 1996. The results of operations
for the nine month periods ended September 30, 1997 and 1996 are not
necessarily indicative of the operating results for a full year.
[3] Loss per Share
Loss per share amounts are based on the weighted average number of shares
outstanding. Shares issuable upon the exercise of stock options are excluded
from the computation since the effect on the net loss per common share would
be anti-dilutive. The holders of Class B 8% Preferred Stock and Class C
Series 1 Preferred Stock are entitled to cumulative dividends on the $100 per
share liquidation preference at the rate of 8% per annum payable quarterly.
This dividend has been reflected in the computation of loss per share
available to common stockholders. The Class B 8% Preferred Stock and Class C
Series 1 Preferred Stock were converted into Common Stock in February and
January 1997, respectively.
[4] Stock Plan
As a result of the exercise of 600 and 2,600 stock options during the nine
months ended September 30, 1997 and September 30, 1996, respectively, the
Company's statements of operations reflect a charge to non-cash compensation
expense of $240 and $5,163, respectively. The offsetting amount was reflected as
paid-in capital. The charge reflects the market value of the Company's Common
Stock issued over the exercise price paid.
[5] Capital Transactions
On January 15, 1997, at a Special Meeting of Shareholders, approval was
received to amend the Company=s Certificate of Incorporation to increase the
number of authorized shares of Common Stock from 15,000,000 to 247,000,000 and
the Company subsequently amended its Certificate of Incorporation to reflect the
cancellation of all the Series 1, Series 2 and Series 3 Class C Preferred Stock
which had been converted into Common Stock.
On November 18, 1996, the Company entered into and closed the initial stage of a
stock purchase agreement (the ABlech Purchase Agreement@) with David Blech
and/or his designees (ABlech@) providing for the sale of up to 55,000 shares of
Class C Series 2 Voting Cumulative Preferred Stock shares (the ASeries 2
Preferred Shares@) for a purchase price of $100 per share ($5,500,000 in the
aggregate), or the underlying shares of Common Stock, over approximately nine
months. Subsequent to December 31, 1996, the Blech Purchase Agreement was
amended to modify the closing schedule. Through December 31, 1996, the Edward
A. Blech Trust (the ATrust@) purchased 10,000 Series 2 Preferred Shares at a
price of $100 per share. In January and February 1997, the Trust purchased
12,500 Series 2 Preferred Shares for a price of $100 per share.
In February 1997, the 22,500 Series 2 Preferred shares owned by the Trust were
converted into 45,000,000 shares of Common Stock at a conversion price of $.05
per common share.
In February 1997, in accordance with the terms of the Blech Purchase Agreement,
Dr. Pandey converted his Class B 8% Preferred Stock, notes receivable, accrued
interest and dividends into 13,180 shares of Class C Series 3 Preferred Shares
for a price of $100 per share. Subsequently, these shares were converted into
21,088,000 shares of Common Stock at a conversion price of $.0625 per common
share.
In March 1997, in accordance with the terms of the Blech Purchase Agreement, two
other trusts, not otherwise affiliated with Blech, each purchased 5,000,000
shares of Common Stock.
In April 1997, under the terms of the Blech Purchase Agreement, David Blech
purchased 5,000,000 shares of Common Stock at a price of $.05 per common share.
In August 1997, under the terms of the Blech Purchase Agreement, the Trust and
five individuals, not otherwise affiliated with Blech, purchased 1,500,000 and
25,820,000 shares of Common Stock, respectively, at a price of $.05 per common
share.
[6] Notes Payable - Other
In 1996, an individual made two loans to the Company aggregating $115,000.
Those loans were evidenced by a ten percent and twelve percent (at simple
interest) promissory note, respectively, each due six months from the date of
the loan. The Company exercised its option to extend the loans for an
additional six months and the interest rate was twelve percent (at simple
interest) during this period on both loans.
In 1997, the two loans to the Company aggregating $115,000 were each extended
for a period of one year at an interest rate of twelve percent (at simple
interest) per annum. The accumulated interest payable on each of the loans,
$5,500 and $7,800 respectively, was converted into one year promissory notes at
the same interest rate.
[7] Dividends
The Company=s Class B and Class C Preferred Stock accrued cumulative dividends
at varying rates. The Company had not declared payment of such accrued
dividends. However, in the conversion and liquidation of the Class B Preferred
Stock into Common Stock as per the Blech Purchase Agreement, Dr. Pandey received
$22,946 in accumulated dividends which were converted into Common Stock.
[8] Subsequent Event
In July 1997, under the terms of the Blech Purchase Agreement, funds totaling
$57,000 were received from a trust, not otherwise affiliated with Blech.
These funds have been treated as loans payable on the September 30, 1997
financial statements. Upon satisfaction of certain conditions, the funds will
be applied to the purchase of 1,140,000 shares of Common Stock at a price of
$.05 per share, pursuant to the Blech Purchase Agreement.
<PAGE>
Item 2. Management's Discussion and Analysis
General1
The Company is the holder of all of the capital stock of Xechem, Inc., a
development stage biopharmaceutical company engaged in the research,
development, and production of generic and proprietary drugs from natural
sources. Xechem, Inc. was formed in March 1990 to acquire substantially all of
the assets of a subsidiary of LyphoMed, Inc. (later known as Fujisawa/LyphoMed,
Inc.), a publicly traded company. Xechem Laboratories (formed in 1993) and
XetaPharm, Inc. (formed in 1996) are subsidiaries of the Company.
Results of Operations:
The Nine Months Ended September 30, 1997 vs. The Nine Months Ended
September 30, 1996
The following table sets forth certain statement of operations data of the
Company for the cumulative period from inception [March 15, 1990] to September
30, 1997 and for the nine month periods ended September 30, 1997 and September
30, 1996.
<TABLE>
Nine Months Ended Inception to
September 30, September 30,
1997 1996 1997
(In thousands)
<S> <C> <C> <C>
Revenue $ 30.0 $ 206.2 $ 605.7
Research and development expense $ 1,472.8 $ 1,105.0 $ 6,109.9
Rent, general and administrative expenses $ 1,091.7 $ 1,295.7 $ 6,256.8
(Loss) from operations $ (2,534.5) $ (2,194.5) $(11,761.0)
</TABLE>
- ---------------------------
1 Some of the statements included in Item 2, Management Discussion and Analysis,
may be considered to be "forward looking statements" since such statements
relate to matters which have
not yet occurred. For example, phrases such as "the Company anticipates,"
"believes" or "expects" indicate that it is possible that the event anticipated,
believed or expected may not occur. Should such event not occur, then the
result which the Company expected may also not occur or occur in a different
manner, which may be more or less favorable to the Company. The Company does
not undertake any obligation to publicly release the result of any revisions to
the forward looking statements that may be made to reflect any future events or
circumstances.
<PAGE>
The $176,300 decrease in revenue from the nine months ended September 30,
1996 to the nine months ended September 30, 1997 was attributable to a decrease
in sales of services and products. Service sales decreased by $119,600 in the
nine months ended September 30, 1997 as compared to the nine months ended
September 30, 1996. This decrease in services was the result of two
non-recurring projects in the 1996 period, as compared to no comparable projects
in 1997. Product sales decreased by $56,700 for the nine months ended September
30, 1997 as compared to the same period in 1996. Sales of paclitaxel for
research purposes for the nine months ended September 30, 1997 decreased $74,500
as compared with the nine months ended September 30, 1996. The decrease in sales
of paclitaxel was partially offset by product sales of $17,800 by the Company's
subsidiary, XetaPharm, which introduced its line of over-the-counter natural
health products, commonly known as nutraceuticals, in June 1996.
The Company's research and development expenditures continue to emphasize
compounds for generic anticancer, antiviral and antibiotic products which enjoy
significant market demand but are no longer subject to patent protection.
Research and development expenditures increased by $367,800 to $1,472,800 or
33.3% for the nine months ended September 30, 1997 as compared to the nine
months ended September 30, 1996. This included expenditures on the development
of the Company's process for producing paclitaxel of $379,700, an increase of
$75,500 or 24.8% as compared to the nine months ended September 30, 1996.
XetaPharm had research and development expenses of $185,900, an increase of
$84,300 or 83.0%, for the nine months ended September 30, 1997 as compared to
the nine months ended September 30, 1996.
Research and development costs for bleomycin decreased from $15,300 for the
nine months ended September 30, 1996, to $1,500 for the nine months ended
September 30, 1997. Other research and development projects, both for customers
and in-house research, increased $221,800, or 26.8% to $905,200 for the nine
months ended September 30, 1997, which included $120,700 for a new project to
develop a cholesterol lowering compound and $53,000 for the preparation of
Abbreviated New Drug Applications for three off patent drugs. The Company
anticipates that research and development expenditures will continue to increase
for paclitaxel, as well as the aforementioned compound and for the development
of other anticancer, antiviral and memory enhancing drugs.
Rent, general and administrative expenses decreased $204,000, or 15.7%, for
the nine months ended September 30, 1997 as compared to the nine months ended
September 30, 1997, due primarily to the one time charge in 1996 of $150,000 for
the settlement of a claim against Dr. Pandey (which the Company was obligated to
finance). Legal and accounting expenses of $240,600 for the nine months ended
September 30, 1997 were $10,500 or 4.6% higher than the $230,100, for the
comparable 1996 period. Other general and administrative costs decreased $64,500
or 7.0% to $851,100 in 1997 compared to the same period in 1996. This included
general and administrative expenses related to XetaPharm, which decreased
$187,500, from the nine months ended September 30, 1996 offset by filing fees of
$35,000 paid to Nasdaq for new stock registrations in the period ended September
30, 1997.
The Company anticipates that, provided adequate funding is available to
the Company, general and administrative expenses will increase as a result of
expansion of its operations and marketing efforts. The Company's planned
activities will require the addition of new personnel, including management, and
the development of additional expertise in areas such as preclinical testing,
clinical trial management, regulatory affairs, manufacturing and marketing. The
exact number and nature of personshired, and the Company's expenses for such
persons, will depend on many factors, including the capabilities of those
persons who seek employment with the Company and the availability of funding to
finance these efforts.
The Company's loss from operations totaled $2,534,500, an increase of
$340,000 for the nine months ended September 30, 1997 as compared to the same
period in 1996, and is primarily a result of the foregoing.
Interest expense decreased approximately $107,600, or 91.3% to $10,300, in
the nine months ended September 30, 1997 as compared to the nine months ended
September 30, 1996. This reduction was the result of debt to equity conversions
of gap financing loaned to the Company.
Liquidity and Capital Resources; Plan of Operations
On September 30, 1997, the Company had cash and cash equivalents of
$232,700, working capital of $1,509,900 and stockholder's equity of $3,649,900.
As a result of its net losses to December 31, 1996 and accumulated deficit
since inception, the Company's accountants, in their report on the Company's
financial statements for the year ended December 31, 1996, included an
explanatory paragraph indicating there is substantial doubt about the Company's
ability to continue as a going concern. The Company's research and development
activities are at an early stage and the time and money required to determine
the commercial value and marketability of the Company's proposed products cannot
be estimated with precision. The Company expects research and development
activities to continue to require significant cost expenditures for an
indefinite period in the future.
In May 1995 the Company filed a Drug Master File with the Food and Drug
Administration ("FDA") for the Company's facilities. The Company has completed
its technology validation and filed a Drug Master File for paclitaxel in June
1997; however, it has yet to be inspected by the FDA for current Good
Manufacturing Practices ("cGMPs"). The Company has sufficient inventory of raw
materials to produce commercial bulk paclitaxel which has a market value of
approximately $2,000,000 at current prices and anticipates, but can provide no
assurances, that it will commence sales of paclitaxel in the international
market in late 1998 or early 1999. Prior to commencing such sales, the Company
must file for and obtain approvals from appropriate regulatory agencies in
foreign jurisdictions. Additionally, to the extent the Company elects to
manufacture bulk paclitaxel domestically and ship it overseas for packaging, the
Company's facility must be approved for cGMP and the product must either be
approved for an investigational new drug exemption (not currently so approved),
or deemed in compliance with the laws of 24 industrialized "tier one" countries
(not yet so approved). Otherwise, the Company can produce the product entirely
overseas; however, no such arrangements have been made to date. There can be no
such assurance that necessary approvals will not be delayed or subject to
conditions or that the Company will be able to meet such conditions. In
addition, the Company has no experience in marketing pharmaceutical products for
human consumption and there can be no assurance that the Company will be able to
successfully market its paclitaxel product in bulk, or be able to obtain
satisfactory packaging of the product in single dosage vials from an independent
manufacturer.
Xechem has expended and will continue to expend substantial funds in
connection with the research and development of its products. As a result of
these expenditures, and even with revenues anticipated from commencement of
sales of paclitaxel, the Company anticipates that losses will continue for the
foreseeable future.
Xechem's planned activities will require the addition of new personnel,
including management, and the continued development of expertise in areas such
as preclinical testing, clinical trial management, regulatory affairs,
manufacturing and marketing. Further, if Xechem receives regulatory approval for
any of its products, in the United States or elsewhere, it will incur
substantial expenditures to develop its manufacturing, sales and marketing
capabilities. There can be no assurance that Xechem will ever recognize revenue
or profit from any such products. In addition, Xechem may encounter
unanticipated problems, including developmental, regulatory, manufacturing or
marketing difficulties, some of which may be beyond Xechem's ability to resolve.
Xechem may lack the capacity to produce its products in-house and there can be
no assurances that it will be able to locate suitable contract manufacturers or
be able to have them produce products at satisfactory prices.
The Company is developing a limited line of over-the-counter natural
products (not requiring FDA approval) for sale through health food outlets, drug
stores and physicians specializing in natural medicines. The Company has
selected several natural, over-the-counter products, commonly known as
nutraceuticals, manufactured by contract manufacturers under the Company's
trademark. The emphasis of the products will be the combination of the natural
health benefits of these products with the quality of a pharmaceutical firm.
Initial marketing efforts commenced in the third quarter of 1996. However,
there can be no assurances as to the level of success for this program, or that
the Company will have adequate financial resources to support such program. To
date, the costs of such program have exceeded revenues.
On November 18, 1996, the Company entered into and closed the initial
stage of the Blech Purchase Agreement providing for the sale of up to 55,000
shares of Series 2 Preferred Shares at a purchase price of $100 per share
($5,500,000 in the aggregate), or the underlying shares of Common Stock, over
approximately nine months. The Blech Purchase Agreement was amended effective
March 27, 1997, to modify the closing schedule. At the initial closing, the
Trust purchased 5,000 Series 2 Preferred Shares for $500,000. The Trust
purchased an additional 5,000 Series 2 Preferred Shares on December 30, 1996;
5,000 Series 2 Preferred Shares on January 8, 1997; and 7,500 Series 2 Preferred
Shares on February 7, 1997. Pursuant to the Blech Purchase Agreement, on
February 7, 1997, Dr. Ramesh Pandey, the Company's Chairman and Chief Executive
Officer, exchanged certain indebtedness owed by the Company to him and the 1,070
shares of Class B Preferred Stock of the Company held by him for 13,180 shares
of Series 3 Preferred Shares. Pursuant to their terms, effective February 8,
1997, the then outstanding 22,500 Series 2 Preferred Shares and 13,180 Series 3
Preferred Shares were converted into 45,000,000 and 21,088,00 shares of Common
Stock, respectively.
Two other trusts, not otherwise affiliated with Blech, each purchased
5,000,000 shares of Common Stock on March 27, 1997 and Blech purchased a further
5,000,000 shares of Common Stock on April 14, 1997. On May 1, 1997, Blech sold
(at his cost) his 5,000,000 shares to the two referenced unaffiliated trusts and
a third unaffiliated trust. On August 1, 1997, the Trust and four other persons
purchased an aggregate of 27,320,000 shares of Common Stock (including 1,500,000
shares purchased by the Trust). In October and through November 5, 1997, the
Trust, a fourth unaffiliated trust, and two individuals purchased an aggregate
of 2,160,000 shares of Common Stock (including 600,000 shares purchased by the
Trust). Under the Blech Purchase Agreement, as amended, Blech has the right to
purchase an additional 19,540,000 shares of Common Stock. Although the Company
has the right to terminate further purchases as a result of the failure to meet
such deadlines for such purchases, it has not exercised such right and does not
presently expect to do so.
The Company is presently substantially dependent on funds received and
anticipated to be received under the Blech Purchase Agreement. Through
September 30, 1997, Mr. Blech and his designees have purchased an aggregate of
$4,423,000 of the total of $5,500,000 of securities subject to the Blech
Purchase Agreement and purchased an additional $108,000 since that date. If Mr.
Blech does not meet or cause others to meet his continuing obligations under the
Blech Purchase Agreement, the Company's only remedy is to terminate Mr. Blech's
future rights. In such case, the Company may be unable to obtain substitute
financing, and may be unable to meet its obligations or continue its operations.
<PAGE>
Part II
OTHER INFORMATION
Item 1. Legal Proceedings - None
Item 3. Defaults Upon Senior Securities - None
Item 5. Other Information - None
Item 6. Exhibits and Reports on Form 8-K
(a). Exhibits
None
(b). Reports on Form 8-K
None
<PAGE>
PART II OTHER INFORMATION
On August 1, 1997, pursuant to the Blech Purchase Agreement, the Company
issued a total of 26,820,000 shares of Common Stock at a purchase price of $.05
per share to five (5) investors, including the Trust. All shares, pursuant to
the Blech Purchase Agreement, were offered and sold pursuant to an exemption
from registration under the federal securities laws provided by the 1933 Act,
and Regulation D promulgated thereunder as a non-public offering to a limited
number of persons. The Company did not use any securities broker-dealers in
connection with these transactions.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities and Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
XECHEM INTERNATIONAL, INC.
Date: November 13, 1997
/s/ Ramesh C. Pandey
Ramesh C. Pandey, Ph.D.
President/Chief Executive Officer/Chief
Accounting Officer
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
consolidated balance sheet and the consolidated statement of operations and
is qualified in its entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-mos
<FISCAL-YEAR-END> dec-31-1997
<PERIOD-END> sep-30-1997
<CASH> 232,685
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 1,648,464
<CURRENT-ASSETS> 2,116,998
<PP&E> 1,007,951
<DEPRECIATION> 0
<TOTAL-ASSETS> 4,256,950
<CURRENT-LIABILITIES> 607,064
<BONDS> 0
0
0
<COMMON> 1,187
<OTHER-SE> 3,648,699
<TOTAL-LIABILITY-AND-EQUITY> 4,256,950
<SALES> 0
<TOTAL-REVENUES> 15,676
<CGS> 0
<TOTAL-COSTS> 959,117
<OTHER-EXPENSES> (1,634)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,530
<INCOME-PRETAX> (945,337)
<INCOME-TAX> 0
<INCOME-CONTINUING> (945,337)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (945,337)
<EPS-PRIMARY> (0.009)
<EPS-DILUTED> (0.009)
</TABLE>
