<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________ to _________
Commission file number 0-27628
SUPERGEN, INC.
--------------
(exact name of registrant as specified in its charter)
CALIFORNIA 94-3132190
---------- ----------
(State or other jurisdiction (I.R.S. Employer Identification Number)
of incorporation or organization)
6450 HOLLIS STREET, EMERYVILLE, CALIFORNIA 94608
- ------------------------------------------ -----
(Address of principal executive offices) (Zip Code)
(510) 655 - 1075
----------------
(Registrant's telephone number, including area code)
_____________________________ Not applicable _________________________________
(Former name, former address and former fiscal year, if changed since last
report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 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 XX No
---- ----
APPLICABLE ONLY TO CORPORATE ISSUERS
The number of shares of the registrant's Common Stock, $.001 par value,
outstanding as of November 7, 1996 was 16,924,042.
<PAGE>
SUPERGEN, INC
(a development stage company)
Table of Contents
PART I FINANCIAL INFORMATION PAGE NO.
Item 1 - Financial Statements
Condensed Consolidated Balance Sheets as of
September 30, 1996 and December 31, 1995 3
Condensed Consolidated Statements of Operations
for the three and nine months ended September 30,
1996 and 1995 and for the period from inception
to September 30, 1996 4
Condensed Consolidated Statements of Cash Flows
for the nine months ended September 30, 1996
and 1995 and for the period from inception to
September 30, 1996 5
Notes to Condensed Consolidated Financial
Statements 6
Item 2 - Management's Discussion and Analysis of
Financial Condition and Results of Operations 8
PART II OTHER INFORMATION
Item 6 - Exhibits and Reports on Form 8-K 12
2
<PAGE>
SUPERGEN, INC.
(a development stage company)
CONDENSED CONSOLIDATED BALANCE SHEETS
ASSETS
September 30, December 31,
1996 1995
------------------------------
(unaudited) (Note)
Current assets:
Cash and cash equivalents $16,657,028 $1,815,420
Inventory 1,935,516
Prepaid expenses and other current assets 500,800 134,452
------------------------------
Total current assets 19,093,344 1,949,872
Property and equipment, at cost:
Research and development equipment 83,546 81,894
Office furniture and fixtures 448,669 148,932
Leasehold improvements 53,579 47,208
------------------------------
585,794 278,034
Less accumulated depreciation and amortization 193,027 127,713
------------------------------
392,767 150,321
Developed technology 1,270,000
Other assets 47,802 61,390
------------------------------
Total assets $20,803,913 $2,161,583
------------------------------
------------------------------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities $ 731,884 $ 298,328
Clinical trials accrual 780,547
Accrued compensation and related expenses 44,745 212,266
------------------------------
Total current liabilities 1,557,176 510,594
Amount due under asset purchase agreement 500,000
Shareholders' equity:
Preferred stock, $.001 par value; 2,000,000
shares authorized; none outstanding
Common stock, $.001 par value; 40,000,000
shares authorized; 16,924,042 and 12,752,427
shares issued and outstanding at September 30,
1996 and December 31, 1995, respectively 39,983,126 17,213,067
Deficit accumulated during the development stage (21,236,389) (15,562,078)
------------------------------
Total shareholders' equity 18,746,737 1,650,989
------------------------------
Total liabilities and shareholders' equity $20,803,913 $2,161,583
------------------------------
------------------------------
See accompanying notes to condensed consolidated financial statements
Note: The balance sheet at December 31, 1995 has been derived from the
audited financial statements at that date but does not include all the
information and footnotes required by generally accepted accounting
principles for complete financial statements.
3
<PAGE>
SUPERGEN, INC.
(a development stage company)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
<TABLE>
<CAPTION>
March 1, 1991
(inception)
Three months ended Nine months ended through
September 30, September 30, September 30,
1996 1995 1996 1995 1996
-----------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Total revenues $11,195 $0 $37,715 $83,278 $218,917
-----------------------------------------------------------------------------
Operating expenses:
Research and development 2,294,608 808,871 4,330,611 2,518,743 12,988,653
Sales and marketing 263,913 57,953 419,858 157,780 973,529
General and administrative 820,739 151,532 1,515,515 531,296 3,394,377
Non-cash charges for
acquisition of in-process
research and development 4,867,645
-----------------------------------------------------------------------------
Total operating expenses 3,379,340 1,018,356 6,265,984 3,207,819 22,224,204
-----------------------------------------------------------------------------
Loss from operations (3,368,145) (1,018,356) (6,228,269) (3,124,541) (22,005,287)
Interest income, net 247,446 29,611 553,958 89,859 768,898
-----------------------------------------------------------------------------
Net loss $(3,120,699) ($988,745) ($5,674,311) ($3,034,682) ($21,236,389)
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
Net loss per share ($0.19) ($0.08) ($0.36) ($0.24)
-------------------------------------------------------------
-------------------------------------------------------------
Weighted average shares used
in net loss per share calculation 16,831,726 12,740,093 15,635,554 12,514,818
-------------------------------------------------------------
-------------------------------------------------------------
</TABLE>
See accompanying notes to condensed consolidated financial statements
4
<PAGE>
SUPERGEN, INC.
(a development stage company)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
<TABLE>
<CAPTION>
March 1, 1991
(inception)
Nine months ended through
September 30 September 30,
1996 1995 1996
-----------------------------------------------
<S> <C> <C> <C>
Operating activities:
Net loss ($5,674,311) ($3,034,682) ($21,236,389)
Adjustments to reconcile net
loss to net cash used in
operating activities:
Depreciation and amortization 65,314 43,284 195,190
Non-cash charges for
acquisition of in-process
research and development 4,867,645
Stock options granted to vendors 83,200 83,200
Changes in operating assets and
liabilities:
Inventory (1,935,516) (1,935,516)
Prepaid expenses and other
current assets (366,348) 157,378 (500,800)
Other assets 13,588 24,999 (47,802)
Accounts payable and accrued
liabilities 266,035 84,566 776,629
Clinical trials accrual 780,547 780,547
-----------------------------------------------
Net cash used in operating activities (6,767,491) (2,724,455) (17,017,296)
Investing activities:
Purchase of property and
equipment (307,760) (21,403) (587,957)
Acquisition of developed technology (70,000) (70,000)
-----------------------------------------------
(377,760) (21,403) (657,957)
Financing activities:
Issuances of common stock 21,986,859 1,500,000 32,245,536
Contract research funding from
affiliated partnerships 2,086,745
-----------------------------------------------
Net cash provided by financing
activities 21,986,859 1,500,000 34,332,281
-----------------------------------------------
Net increase (decrease) in cash 14,841,608 (1,245,858) 16,657,028
Cash and cash equivalents
at beginning of period 1,815,420 3,053,031 0
-----------------------------------------------
Cash and cash equivalents
at end of period $16,657,028 $1,807,173 $16,657,028
-----------------------------------------------
-----------------------------------------------
</TABLE>
See accompanying notes to condensed consolidated financial statements
5
<PAGE>
SUPERGEN, INC.
(a development stage company)
Notes to Condensed Consolidated Financial Statements
September 30, 1996
1. SuperGen, Inc. is a development stage pharmaceutical company dedicated to
the acquisition, development and commercialization of products intended to
treat life threatening diseases, particularly cancer and blood cell
(hematological) disorders, and other serious conditions such as obesity.
SuperGen is developing its anticancer portfolio of nine generic products
and five enhanced or "supergeneric" products. The Company is also
developing a group of proprietary blood cell disorder products for the
treatment of anemia associated with chemotherapy, radiotherapy, renal
failure and aplastic anemia. SuperGen's proprietary obesity pill, which has
shown promise in early preclinical and animal studies for chronic genetic
obesity, general obesity and type II diabetes, has been cleared by the U.S.
Food and Drug Administration (the "FDA") for the commencement of Phase II
human clinical studies.
2. The accompanying unaudited condensed consolidated financial statements at
September 30, 1996 and 1995 and for the periods then ended, including the
period from inception to date, have been prepared in accordance with
generally accepted accounting principles for interim financial information
on a basis consistent with the audited financial statements for the nine
month period ended December 31,1995. The preparation of financial
statements in conformity with those principles requires management to
make estimates and assumptions that affect the amounts reported in the
financial statements and accompanying notes. Actual results could differ
from those estimates. The condensed consolidated financial statements
for the three and nine months ended September 30, 1996 include the
accounts of its wholly-owned Israeli subsidiary, Rubicon Pharmaceuticals,
Ltd. formed in June 1996. The results of operations to date have been
immaterial and all intercompany transactions and balances have been
eliminated. The statements include all adjustments (consisting of normal
recurring accruals) which in the opinion of the Company's management are
necessary for a fair presentation of the results for the interim and
inception to date periods presented. The interim results are not
necessarily indicative of results that may be expected for the full year.
The accompanying condensed financial statements should be read in
conjunction with the Company's audited financial statements for the nine
month period ended December 31, 1995 which are included in the prospectus
dated March 13, 1996.
3. Net loss per share information is computed using the weighted average
number of shares of common stock outstanding during each period. Common
equivalent shares issuable upon the exercise of outstanding options and
warrants to purchase shares of the Company's common stock (using the
treasury stock method) are not included in the calculation of the net loss
per share for the three and nine month periods ended September 30, 1996 and
1995, because the effect of their inclusion is anti-dilutive. In
accordance with Securities and Exchange Commission Staff Accounting
Bulletins, common equivalent shares issued by the Company at prices
below the public offering price of $6.00 per share during the period
beginning one year prior to the initial filing of the registration
statement for the Company's initial public offering have been included in
the calculation as if they were outstanding for all periods through
December 31, 1995 (using the treasury stock method and the initial public
offering price of $6.00 per share).
6
<PAGE>
4. On September 30, 1996, the Company purchased from Warner-Lambert Company
(Warner Lambert) the exclusive rights to the anticancer drug Pentostatin
(the "Drug") for the United States, Canada and Mexico. The Company also
acquired certain assets pertaining to the Drug, including all of
Warner-Lambert's crude concentrate form of the Drug and certain of its
finished goods inventory; the trademarks, patents and data relating to
the manufacture of the Drug; the U. S. New Drug Application relating to
the Drug (including an Orphan Drug Designation); the Canadian New Drug
Submission; and certain clinical studies. On September 30, 1996, the
Company paid consideration of $2,073,000 in cash and $1,000,000 in
unregistered restricted shares of common stock of the Company (which
constituted 71,813 shares of such stock, and which was, valued at $700,000
for accounting purposes). Furthermore, the Company agreed to pay an
additional $500,000 in cash upon the earlier of the date of FDA approval
(permitting the Company to purify the Drug from the crude concentrate at
the Company's designated manufacturing facilities) or December 31, 1997. Of
the total consideration of $3,273,000, $1,561,000 has been allocated to
inventory, including $250,000 to raw materials inventory, $1,270,000 to
developed technology, which will be amortized to future cost of sales of
the Drug, and $442,000 as a charge for the acquisition of in-process
technology.
7
<PAGE>
Item 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Preliminary Note Regarding Forward-looking Statements
This Quarterly Report on Form 10-Q contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. The Company's actual results may differ
materially from the results projected in the forward-looking statements. Factors
that might cause such a difference include, but are not limited to, those
discussed under "Factors Affecting Future Operating Results."
Results of Operations
INCEPTION TO DATE.
From the inception of the Company in 1991 through September 30, 1996 the Company
incurred a cumulative net loss of approximately $21.2 million, including a
non-cash charge of $4.9 million for the acquisition of in-process research and
development from two affiliated limited partnerships. The Company expects its
operating expenses to increase over the next several years as it expands its
research and development and commercialization activities and operations. The
Company expects to incur significant additional operating losses for at least
the next several years.
THREE MONTHS ENDED SEPTEMBER 30, 1996 COMPARED TO THREE MONTHS ENDED SEPTEMBER
30, 1995.
Research and development expenses for the three months ended September 30,
1996 increased approximately $1,486,000 or 184% from the same period ended
September 30, 1995. The increase is primarily the result of increased
expenditures for preclinical and clinical trials, increased contract research
and development costs, increased research and development personnel and the
acquisition of in-process technology. The Company expects its research and
development expenses to increase as it expands its product development and
clinical trials activities.
Sales and marketing expenses increased approximately $206,000 or 355% in the
three months ended September 30, 1996 compared to the same period in 1995 due
to the hiring of additional sales personnel in anticipation of the
commencement of product sales, increased salaries, increased travel
expenses, promotional materials and sales demographic studies. In the three
months ended September 30, 1996, the Company acquired the non-exclusive
rights to distribute three generic anticancer drugs and the exclusive rights
to another anticancer drug (see Note 4 in Notes to Condensed Consolidated
Financial Statements). The Company expects sales and marketing expenses to
continue to increase as the Company introduces its initial generic products
and as the Company continues its efforts to acquire generic or other products
or marketing rights to such products.
8
<PAGE>
General and Administrative expenses increased approximately $669,000 or 442% in
the three months ended September 30, 1996 compared to the same period in 1995
due primarily to the addition of personnel, travel, consulting fees, the value
ascribed to stock options granted to vendors and other operating expenses
associated with the increased administrative requirements of a public
company. The Company expects general and administrative expenses to continue
to increase to support the expected increases in both marketing and research
and development activities and as the Company incurs expenses associated with
being a public company.
Net interest income rose approximately $218,000 in the three months ended
September 30, 1996 as compared to the same period in 1995 due primarily to
higher invested cash balances resulting principally from the approximately $21.5
million of net proceeds received from the Company's initial public offering and
the exercise of the underwriter's option.
NINE MONTHS ENDED SEPTEMBER 30, 1996 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30,
1995.
Research and development expenses for the nine months ended September 30, 1996
increased approximately $1,812,000 or 72% over the same period in 1995. The
increase is primarily the result of increased expenditures for preclinical
and clinical trials, increased contract research and development costs,
increased research and development personnel and the acquisition of in-
process technology. There was a one-time licensing fee of $100,000 for
technology rights acquired in the period ended September 30, 1995.
Sales and Marketing expenses increased approximately $262,000 or 167% in the
nine months ended September 30, 1996 compared to the same period in 1995. The
increase is primarily the result of hiring additional sales personnel in
anticipation of the commencement of product sales, increased salaries,
increased travel expenses, promotional materials and sales demographic
studies.
General and Administrative expenses increased approximately $984,000 or 186%
for the nine months ended September 30, 1996 over the same period in 1995.
The increase is due primarily to the addition of personnel, travel,
consulting fees, the value ascribed to the granting of stock options and
other operating expenses associated with the increased administrative
requirements of a public company.
Net Interest income increased approximately $466,000 or 498% for the nine
months ended September 30, 1996 compared to the same period in 1995. The
increase is due primarily to the higher invested cash and cash equivalents
balances resulting principally from the proceeds of the public offering and
the exercise of the underwriter's option.
9
<PAGE>
Liquidity and Capital Resources
From inception through February 1996 the Company financed its operations
primarily through private equity sales and contract research funding agreements
with affiliated limited partnerships. In March 1996 the Company completed its
initial public offering of 3.5 million Units, consisting of one share of Common
Stock and one redeemable warrant to acquire one share of Common Stock at $9.00
per share. The Company received net proceeds of approximately $18.6 million
after deducting underwriting discounts and offering expenses. Additional net
proceeds of approximately $2.9 million were received in April 1996 from the
exercise of the underwriters' overallotment option.
The Company believes that its current cash and cash equivalents will satisfy its
budgeted cash requirements for approximately the next fifteen months, based on
the Company's current operating plan. The Company's current operating plan shows
that at the end of such fifteen month period the Company will require
substantial additional capital. In addition, pursuant to an existing agreement
with Israel Chemicals, Ltd. the Company intends to fund up to $1 million
on or prior to December 31, 1997 in projects in Israel conditioned upon such
funding serving the best interest of the Company and the financial viability
of the proposed projects as determined by the Company's Board of Directors.
Moreover, if the Company experiences unanticipated cash requirements during
the fifteen month period, the Company could require additional capital to
fund operations, continue research and development programs and pre-clinical
and clinical testing of its potential generic, supergeneric and proprietary
products and commercialize any products that may be developed. See "Factors
Affecting Future Operating Results."
The Company's future expenditures and capital requirements will depend on
numerous factors, including without limitation, the progress of its research and
development programs, the progress of its clinical trials and the time and cost
involved in obtaining regulatory approvals, the cost of filing, prosecuting,
defending and enforcing any patent claims and other intellectual property
rights, competing technological and market developments, the ability of the
Company to establish collaborative arrangements and the terms of any such
arrangements and the development of commercialization activities and
arrangements. The Company's cash requirements are expected to continue to
increase significantly each year as it expands its development and
commercialization activities and operations.
Pending use of its cash and cash equivalents, the Company invests in short-term,
interest bearing investment grade securities.
10
<PAGE>
FACTORS AFFECTING FUTURE OPERATING RESULTS
The future operating results of the Company are highly uncertain, and the
following factors should be carefully reviewed in addition to the other
information contained in this quarterly report on Form 10-Q.
The Company has incurred losses in every fiscal period and expects to continue
to incur significant operating losses for the next several years. Through
September 30, 1996 the Company has not generated revenues from product sales.
Although the Company acquired the right to distribute four products in the
three months ended September 30, 1996 and sales of those products commenced
in October 1996, there is no assurance that such sales will exceed the
related product and selling expenses due to the intense competition and
potential for significant selling price and gross margin erosion. In
addition, there is no assurance that any of the Company's proprietary
products will ever be successfully developed, receive and maintain required
governmental regulatory approvals, become commercially viable or achieve
market acceptance.
The Company has no experience in manufacturing, and only limited experience
in procuring products in commercial quantities, selling pharmaceutical
products and negotiating, setting up or maintaining strategic relationships
and conducting clinical trials and other late stage phases of the regulatory
approval process. There can be no assurance that the Company will
successfully engage in any of these activities.
The Company's need for additional funding is expected to be substantial and will
be determined by the progress and cost of the development and commercialization
of its products and other activities. Based on the Company's current operating
plan, additional funds will be needed in approximately fifteen months.
Moreover, if the Company experiences unanticipated cash requirements during the
interim period, the Company could require additional funds much sooner. The
source, availability and terms of such funding have not been determined.
Although funds may be received from the sale of equity securities or the
exercise of outstanding warrants and options to acquire common stock of the
Company, there is no assurance any such funding will occur.
The Company faces numerous other risks in the operation of its business,
including, but not limited to, protecting its proprietary technology and trade
secrets and not infringing those of others; attaining a competitive advantage;
entering into agreements with others to source, manufacture, market and sell its
products; attracting and retaining key personnel in research and development,
manufacturing, marketing, sales and other operational areas; managing growth, if
any; and avoiding potential claims by others in such areas as product liability
and environmental matters.
The above factors are not intended to be inclusive and there may be numerous
other areas subjecting the Company's operating results to risk. Failure to
satisfactorily achieve any of the Company's objectives or avoid any of the above
or other risks would likely have a material adverse effect on the Company's
business and results of operations.
11
<PAGE>
SUPERGEN, INC.
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibit
No.
-------
*2.1 Purchase and Sale Agreement, dated September 30, 1996, between the
Company and Warner Lambert Company
11.1 Statement re: computation of net loss per share
27 Financial Data Schedule - electronic filing only
(b) Report on Form 8-K. On October 15, 1996, the Company filed a report on
Form 8-K dated September 30, 1996, pertaining to the Purchase and Sale
Agreement between the Company and Warner-Lambert Company
* Incorporated by reference to the Company's Report on Form 8-K filed
with the Secuities and Exchange Commisison on October 15, 1996.
12
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
SuperGen, Inc.
Date November 12, 1996 By /s/Joseph Rubinfeld
----------------- ----------------------------------
Joseph Rubinfeld, Ph.D.
Chief Executive Officer, President,
Chief Scientific Officer and Director
(Principal Executive Officer)
Date November 12, 1996 By /s/Henry C. Settle, Jr.
----------------- ----------------------------------
Henry C. Settle, Jr.
Chief Financial Officer
(Principal Financial Officer)
13
<PAGE>
INDEX OF EXHIBITS
The following exhibits are included herein:
*2.1 Purchase and Sale Agreement, dated September 30, 1996, between the
Company and Warner-Lambert Company.
11.1 Statement re: computation of net loss per share
27 Financial Data Schedule - electronic filing only
* Incorporated by reference to the Company's Report on Form 8-K filed with
the Securities and Exchange Commission on October 15, 1996.
14
<PAGE>
SUPERGEN, INC.
Exhibit 11.1
Statement re: computation of net loss per share
(unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
1996 1995 1996 1995
<S> <C> <C> <C> <C>
Net loss ($3,120,699) ($988,745) ($5,674,311) ($3,034,682)
-----------------------------------------------------------
-----------------------------------------------------------
Weighted average number
of shares of Common Stock
outstanding 16,831,726 12,574,627 15,635,554 12,349,352
Shares related to SAB
Nos. 64 and 83 165,466 165,466
-----------------------------------------------------------
Total weighted average
number of shares of
Common Stock outstanding 16,831,726 12,740,093 15,635,554 12,514,818
-----------------------------------------------------------
-----------------------------------------------------------
Net loss per share ($0.19) ($0.08) ($0.36) ($0.24)
-----------------------------------------------------------
-----------------------------------------------------------
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM SUPERGEN
INC. SEPTEMBER 30, 1996 CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 16,657,028
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 1,935,516
<CURRENT-ASSETS> 19,093,344
<PP&E> 585,794
<DEPRECIATION> 193,027
<TOTAL-ASSETS> 20,803,913
<CURRENT-LIABILITIES> 1,557,176
<BONDS> 0
0
0
<COMMON> 39,983,126
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 20,803,913
<SALES> 0
<TOTAL-REVENUES> 37,715
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 6,265,984
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> (6,228,269)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (5,674,311)
<EPS-PRIMARY> (.36)
<EPS-DILUTED> 0
</TABLE>
