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, 1997
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)
DELAWARE 91-1841574
(State or other jurisdiction (IRS Employer Identification Number)
of incorporation or organization)
TWO ANNABEL LANE, SUITE 220, SAN RAMON, CALIFORNIA 94583
- -------------------------------------------------- -----
(Address of principal executive offices) (Zip Code)
(510) 327 - 0200
----------------
(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 October 30, 1997, was 19,216,371.
TABLE OF CONTENTS
PART I FINANCIAL INFORMATION PAGE NO.
Item 1 - Financial Statements
Condensed Consolidated Balance Sheets as of
September 30, 1997 and December 31, 1996 3
Condensed Consolidated Statements of Operations for
the three and nine month periods ended September 30, 1997 and
1996 and for the period from inception to September 30, 1997 4
Condensed Consolidated Statements of Cash Flows for
the nine month periods ended September 30, 1997 and 1996
and for the period from inception to September 30, 1997 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 13
2
SUPERGEN, INC.
(a development stage company)
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited)
ASSETS
September 30, December 31,
1997 1996
------------- ------------
Current assets:
Cash and cash equivalents, including $1,000,000
which is restricted $ 19,950,684 $ 13,914,863
Accounts receivable, net 212,681 182,840
Inventories 1,461,456 1,573,951
Due from related parties 253,780 -
Prepaid expenses and other current assets 1,116,544 540,376
------------- -------------
Total current assets 22,995,145 16,212,030
Property, plant and equipment, net 2,498,063 411,483
Developed technology, net 1,254,790 1,266,683
Equity investment 166,667 -
Equity investment in related party 500,000 -
Due from related party 110,000 -
Other assets 40,010 45,620
------------- -------------
Total assets $ 27,564,675 $ 17,935,816
------------- -------------
------------- -------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities $ 2,398,301 $ 836,534
Allowance for product returns 277,991 62,400
Clinical trials accrual 89,973 205,620
Accrued compensation and related expenses 167,876 290,350
Due to related parties - 334,074
Amount due under asset purchase agreement 500,000 500,000
------------- -------------
Total current liabilities 3,434,141 2,228,978
Stockholders' equity:
Preferred stock, $.001 par value; 2,000,000 shares
authorized; none outstanding - -
Common stock, $.001 par value; 40,000,000 shares
authorized; 18,634,156 and 16,930,292 shares
issued and outstanding at September 30, 1997 and
December 31, 1996, respectively 54,474,924 40,026,551
Common stock subscribed 5,432,488 -
Deficit accumulated during the development stage (35,776,878) (24,319,713)
------------- -------------
Total stockholders' equity 24,130,534 15,706,838
------------- -------------
Total liabilities and stockholders' equity $ 27,564,675 $ 17,935,816
------------- -------------
------------- -------------
See accompanying notes to condensed consolidated financial statements
3
SUPERGEN, INC.
(a development stage company)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
March 1, 1991
(inception)
Three months ended Nine months ended through
September 30, September 30, September 30,
1997 1996 1997 1996 1997
------------ ----------- ------------ ------------ --------------
Product sales,net $ 301,557 $ - $ 1,282,455 $ - $ 1,508,417
Grant revenues - 11,195 - 37,715 37,715
Contract revenues from related party - - - - 181,202
------------ ------------- ------------ ------------ ------------
Total revenues 301,557 11,195 1,282,455 37,715 1,727,334
Operating expenses:
Cost of sales 444,889 - 1,221,388 - 1,504,165
Research and development 2,275,103 2,294,688 6,733,845 4,330,611 21,985,477
Sales and marketing 440,057 263,913 1,231,111 419,858 2,766,950
General and administrative 911,499 820,739 2,173,220 1,515,515 5,976,505
Non-cash charges for acquisition of in-
process research and development 1,875,000 - 1,875,000 - 6,742,645
------------ ------------- ------------ ------------ ------------
Total operating expenses 5,946,548 3,379,340 13,234,564 6,265,984 38,975,742
------------ ------------- ------------ ------------ ------------
Loss from operations (5,644,991) (3,368,145) (11,952,109) (6,228,269) (37,248,408)
Interest income 227,655 247,446 494,944 553,958 1,471,530
------------ ------------- ------------ ------------ ------------
Net loss $ (5,417,336) $ (3,120,699) $(11,457,165) $ (5,674,311) $(35,776,878)
------------ ------------- ------------ ------------ ------------
------------ ------------- ------------ ------------ ------------
Net loss per share $ (0.30) $ (0.19) $ (0.66) $ (0.36)
------------ ------------- ------------ ------------
------------ ------------- ------------ ------------
Weighted average shares used
in net loss per share calculation 18,238,283 16,831,726 17,393,232 15,635,554
------------ ------------- ------------ ------------
------------ ------------- ------------ ------------
See accompanying notes to condensed consolidated financial statements
4
SUPERGEN, INC.
(a development stage company)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
March 1, 1991
(inception)
Nine months ended through
September 30, September 30,
1997 1996 1997
------------ ------------ -------------
Operating activities:
Net loss $ (11,457,165) $ (5,674,311) $ (35,776,878)
Adjustments to reconcile net
loss to net cash used in
operating activities:
Depreciation and amortization 375,315 65,314 624,295
Non-cash charges related to
acquisition of in-process
research and development 1,875,000 - 6,742,645
Stock options granted to vendors 290,472 83,200 413,672
Changes in operating assets and
liabilities:
Accounts receivable (29,841) - (212,681)
Inventories 112,495 (1,935,516) (1,461,456)
Due from related parties (363,780) - (363,780)
Prepaid expenses and other
current assets (576,168) (366,348) (1,116,544)
Other assets 5,610 13,588 (40,010)
Accounts payable, accrued
liabilities and accrued compensation 1,439,293 266,035 2,566,177
Allowance for product returns 215,591 - 277,991
Clinical trials accrual (115,647) 780,547 89,973
Due to related parties (334,074) - -
--------------- ------------- --------------
Net cash used in operating activities (8,562,899) (6,767,491) (28,256,596)
Investing activities:
Purchase of property, plant and
equipment (2,300,002) (307,760) (2,957,148)
Acquisition of developed technology (150,000) (70,000) (220,000)
Purchase of equity investments (666,667) - (666,667)
--------------- ------------- --------------
Net cash used in investing activities: (3,116,669) (377,760) (3,843,815)
Financing activities:
Issuance of common stock and warrants 25,581,589 21,986,859 57,830,550
Repurchase of common stock (7,866,200) - (7,866,200)
Contract research funding from
affiliated partnerships - - 2,086,745
--------------- ------------- --------------
Net cash provided by financing activities 17,715,389 21,986,859 52,051,095
--------------- ------------- --------------
Net increase in cash and cash equivalents 6,035,821 14,841,608 19,950,684
Cash and cash equivalents at beginning of period 13,914,863 1,815,420 -
--------------- ------------- --------------
Cash and cash equivalents at end of period $ 19,950,684 $ 16,657,028 $ 19,950,684
--------------- ------------- --------------
--------------- ------------- --------------
See accompanying notes to condensed consolidated financial statements
5
SuperGen, Inc.
(a development stage company)
Notes to Condensed Consolidated Financial Statements
(unaudited)
1. SuperGen, Inc. ("the Company") is a development stage pharmaceutical
company dedicated to the acquisition, development and commercialization of
products that treat life-threatening diseases, particularly cancer and
blood cell (hematological) disorders, and other serious conditions such as
obesity and diabetes. The Company began marketing acquired products in
late 1996 and is developing its portfolio of drugs, many of which are
proprietary. The Company is also developing a group of proprietary blood
cell disorder products for the treatment of anemia associated with renal
failure, chemotherapy, radiotherapy and aplastic anemia. The Company's
proprietary obesity pill, which is being developed for chronic genetic
obesity and general obesity, is in Phase II clinical studies.
2. The accompanying unaudited condensed consolidated financial statements at
September 30, 1997 and 1996 and for the three and nine month 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 year ended December 31, 1996. The condensed
consolidated financial statements for the three and nine month periods
ended September 30, 1997 include the accounts of the Company's wholly-owned
Israeli subsidiary, Rubicon Pharmaceuticals, Ltd., which was formed in
June, 1996 and is currently inactive. 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 consolidated financial
statements should be read in conjunction with the Company's audited
financial statements for the year ended December 31, 1996 which are
included in the Company's Annual Report on Form 10-K.
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 because the effect of their inclusion would be anti-dilutive.
In February 1997, the Financial Accounting Standards Board issued
Statement No. 128, Earnings per Share ("FAS 128") which is required to be
adopted for the year ending December 31, 1997. Under the new requirements
for calculating primary (or basic) earnings per share, the dilutive effect
of stock options will be excluded. Options and warrants are currently
excluded from the computation of loss per share as their effect is anti-
dilutive. Therefore, the Company does not anticipate any impact on its
calculated loss per share as a result of the implementation of FAS 128.
6
4. The Company has capitalized its Nipent-Registered Trademark- inventory,
which is being manufactured at a company controlled facility, at the
lower of cost (first-in, first-out) or market. The Food and Drug
Administration (the "FDA") regulates and must approve the manufacturing
facility for a pharmaceutical such as Nipent-Registered Trademark-
before it may be sold. The realization and classification of the
Nipent-Registered Trademark- inventory are not assured as they are
dependent upon future events, including manufacturing approval by the
FDA and the success of the Company's sales and marketing plans.
5. On August 29, 1997 the Company closed a private placement of unregistered
common shares for approximately $9.8 million. The Company issued a
total of 888,907 shares for this placement in September 1997 and October
1997.
6. On September 4, 1997, the Company acquired exclusive worldwide rights to
a patented anti-cancer compound from the Stehlin Foundation for Cancer
Research. The Company paid consideration of 183,458 unregistered shares
of its common stock, which was valued at $1,875,000 for accounting
purposes and was recorded as a charge for the acquisition of in-process
technology. On September 4, 1997, the Company also paid $500,000 in
cash as an advance to be applied to future collaborative development
payments due under this agreement. Such development expense will be
charged to research and development when incurred. In addition to
collaborative development payments, this agreement also calls for
additional payments in Company common stock upon the achievement of
specified milestones and royalties on any product sales.
7. On October 21, 1997, the Company entered into an agreement with
Warner-Lambert Company under which SuperGen will exclusively supply
Nipent-Registered Trademark- for distribution throughout the world,
excluding North America, where SuperGen has the sole marketing rights,
and Japan. Under the terms of the agreement, SuperGen will supply
Warner-Lambert Company (or its designee) with Nipent-Registered
Trademark-, up to a specified quantity per year, at a predetermined
price. Pricing for amounts in excess of the specified annual quantity
will be subject to negotiation.
8. On November 3, 1997, the Company changed its state of incorporation from
California to Delaware. The reincorporation was effected by merging
SuperGen California into SuperGen Delaware (the "Merger"). Upon completion
of the Merger, SuperGen California ceased to exist and SuperGen Delaware
continued to operate the business under the name SuperGen, Inc.
7
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, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. These
forward-looking statements represent the Company's expectations or beliefs
concerning future events and include statements, among others, regarding the
need for additional funding to support planned operations and product
acquisitions. The Company's actual results may differ materially from the
results projected in the forward-looking statements as a result of, among
other things, lack of market acceptance of and demand for the Company's
products, failure to obtain regulatory approval for product marketing and
manufacturing activities, intense price or product competition, failure to
sell existing inventories at prices sufficient to cover related costs,
unanticipated cash needs, failure to obtain additional financing and other
factors set forth below under "Factors Affecting Future Operating Results."
Results of Operations
INCEPTION TO DATE.
From the inception of the Company in 1991 through September 30, 1997 the
Company incurred a cumulative net loss of approximately $35.8 million,
including non-cash charges of $6.7 million for the acquisition of in-process
research and development. The Company expects its operating expenses to
increase over the next several years as it expands its research and
development and sales and marketing activities to promote Nipent-Registered
Trademark- and other planned products. The Company expects to continue to
incur significant additional operating losses.
THREE MONTHS ENDED SEPTEMBER 30, 1997 COMPARED TO THREE MONTHS ENDED
SEPTEMBER 30, 1996.
Total revenues were $301,557 in the third quarter of 1997 compared to $11,195
in the same period in 1996. Product sales, which were initiated in the
fourth quarter of 1996, were responsible for the increase in revenue over the
same period in 1996 and consisted primarily of sales of Nipent-Registered
Trademark- acquired from a third party. However, until manufacturing
approval is obtained from the FDA, sales of Nipent-Registered Trademark- are
limited to acquired inventory. See "Factors Affecting Future Operating
Results." Revenue in the third quarter of 1996 consisted of grant revenues.
8
Research and development expenses for the third quarter of 1997 were
$2,275,103, compared to $2,294,688 in the same period in 1996. The slight
overall decrease in expense was primarily due to lower contract research and
development costs stemming from a reduced level of clinical trials activity
in the current quarter. The effect of the reduced level of clinical trials
activity was largely offset by startup costs related to the manufacture of
Nipent-Registered Trademark- and costs associated with higher headcount and
the greater number of research and development projects undertaken in the
third quarter of 1997. A non-cash charge of $1,875,000 for the acquisition
of in-process technology was also incurred in the current quarter (see note 6
to condensed consolidated financial statements).
Sales and marketing expenses were $440,057 in the third quarter of 1997
compared to $263,913 in the same period in 1996. The increased expense in
the third quarter of 1997 was primarily due to payroll and other costs
associated with increased staffing levels. The number of sales personnel
increased from five to nine between the third quarter of 1996 and the third
quarter of 1997 due to the planned re-launch of Nipent-Registered Trademark-
in anticipation of FDA approval of the Company's controlled manufacturing
facility.
General and Administrative expenses were $911,499 in the third quarter of
1997 compared to $820,739 in the same period in 1996. The slight increase in
operating expense was principally due to costs incurred for consulting
services pertaining to investor relations and increased staffing levels.
NINE MONTHS ENDED SEPTEMBER 30, 1997 COMPARED TO NINE MONTHS ENDED SEPTEMBER
30, 1996.
Total revenues were $1,282,455 in the first nine months of 1997 compared to
$37,715 in the first nine months of 1996. Product sales, which were
initiated in the fourth quarter of 1996, were responsible for the increase in
revenue over the same period in 1996. Product revenues in the first nine
months of 1997 consisted primarily of sales of Nipent-Registered Trademark-
acquired from a third party. However, until manufacturing approval is
obtained from the FDA, sales of Nipent-Registered Trademark- are limited to
acquired inventory. See "Factors Affecting Future Operating Results."
Research and development expenses for the first nine months of 1997 were
$6,733,845 compared to $4,330,611 in the same period in 1996. The principal
reasons for the increased expense in 1997 were charges for the acquisition of
in-process technology of $831,000 incurred in the first quarter related to
the acquisition of etoposide, a charge of $400,000 incurred in the second
quarter related to a supply agreement for paclitaxel and startup costs
incurred in the third quarter related to the manufacture of Nipent-Registered
Trademark-. Costs associated with higher headcount and research and
development activity levels also contributed to the greater expense in 1997
as did increased legal and facilities costs and quantities of bulk drugs used
for product research. These increases in operating expenses were partially
offset by an decrease in contract research and development costs stemming
from a reduced level of clinical trials activity in 1997 compared to the
prior year. A non-cash charge of $1,875,000 for the acquisition of in-process
technology was also incurred in the third quarter of 1997 (see note 6 to
condensed consolidated financial statements).
9
Sales and marketing expenses were $1,231,111 in the first nine months of 1997
compared to $419,858 in the same period in 1996. The Company commenced
product sales in the fourth quarter of 1996, therefore, sales and marketing
expenses incurred in the first nine months of 1996 were relatively modest.
The increase in expense in the first nine months of 1997 was primarily due to
payroll and other costs associated with increased levels of staffing. Costs
of promotional materials, sales-related services and sales and marketing
facilities were also greater in the first nine months of 1997 compared to the
same period last year.
General and Administrative expenses were $2,173,220 in the first nine months
of 1997 compared to $1,515,515 in the same period in 1996. The increase was
largely due to the greater administrative support needed for the increased
activities in both research and development and sales and marketing. Payroll
costs were higher in 1997 due to increased headcount in the areas of
administration, finance and investor relations. Costs for service providers
were higher in 1997 primarily due to increased investor relations activity
following the Company's initial public offering in March 1996. Legal costs
were also higher in 1997 due primarily to legal and other costs associated
with the Company's first annual report and proxy statement.
Liquidity and Capital Resources
The Company has financed its operations since inception primarily through
private equity sales totaling $10.4 million, contract research funding of
$2.1 million from research and development agreements with its Affiliated
Partnerships, net proceeds of $21.5 million from the sale of Common Stock and
Warrants in its initial public offering in March 1996 and private placements
of $25.1 million in common stock in the second and third quarters of 1997.
Through September 30, 1997, the Company had incurred a cumulative net loss of
$35.8 million, of which $6.7 million related to non-cash charges to
operations for the acquisition of in-process research and development.
The Company's cash and cash equivalents were $13.9 million at December 31,
1996 and $19.9 million at September 30, 1997. The net cash increase of $6.0
million in the first nine months of 1997 was principally due to proceeds
from both the July 1997 private placement of $15.3 million and the August
1997 private placement of $9.8 million. These cash inflows were partially
offset by the net loss for the first nine months of 1997 of $11.5 million,
the repurchase of shares of common stock from Israel Chemicals Ltd. totaling
$7.9 million, expenditures on new production and laboratory facilities, and
acquisitions of equity investments and developed technology.
10
The Company believes that its current cash and cash equivalents will satisfy
its budgeted cash requirements for approximately the next eighteen months,
based on its current operating plan. The Company is continuing to actively
consider the acquisition of products and product candidates which would
require significant financial commitments. The Company may seek additional
funding through public or private financings or collaborative or other
arrangements with third parties. The Company has no credit facility or other
committed sources of capital. There can be no assurance that additional
funds will be available on acceptable terms, if at all. See "Factors
Affecting Future Operating Results".
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. The Company acquired the
right to distribute four anti-cancer products in the third quarter of 1996
and product sales commenced in October 1996. The Company acquired inventory
and manufacturing and distribution rights to a fifth anti-cancer product and
commenced sales of that product in the first quarter of 1997. However, there
can be no assurance that product sales will exceed the related product and
selling expenses due to intense competition and significant selling price and
gross margin decline of drugs such as etoposide. In addition, the Company
currently has a limited approved supply of the products it is marketing,
including Nipent-Registered Trademark-. While the Company is seeking FDA
approval of its manufacturing facility to provide adequate supplies to meet
market demand, there is no assurance that the Company will be able to
replenish its supplies on a timely basis. Failure to do so would materially
adversely affect the Company's results of operations. Also, 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 only limited experience in manufacturing and 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.
11
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. The Company is
continuing to actively consider future contractual arrangements which would
require significant financial commitments. Based on the Company's current
operating plan, additional funds will be needed by early 1999. 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 market acceptance
and a competitive advantage; entering into agreements with others to source,
manufacture, market and sell its products; obtaining required governmental
approval for manufacturing and marketing 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. In addition, competition in the pharmaceutical
industry is intense, and price competition for generic products is
particularly intense. For example, the prices for etoposide have decreased
significantly in 1997 due to increased competition.
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.
12
SUPERGEN, INC.
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibit No.
27 Financial Data Schedule - electronic filing only
(b) During the third quarter of 1997 the Company filed a Form 8-K dated
July 2, 1997. The Form 8-K described an agreement with an investment
entity owned by Lawrence J. Ellison, Founder and Chairman of Oracle
Corporation, to purchase approximately $15 million of SuperGen common
stock in a private placement for $9.00 per share, with the right to
purchase up to approximately $8 million of common stock at the same
price until the end of January 1998. The terms of the agreement
include warrants to purchase additional shares of common stock, for
up to approximately $17 million at $13.50 per share.
13
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, 1997 By /s/ Joseph Rubinfeld
----------------- ---------------------------------
Joseph Rubinfeld, Ph.D.
Chief Executive Officer, President,
Chief Scientific Officer and Director
(Principal Executive Officer)
Date November 12, 1997 By /s/ Henry C. Settle, Jr.
----------------- ---------------------------------
Henry C. Settle, Jr.
Chief Financial Officer
(Principal Financial Officer)
14
INDEX OF EXHIBITS
The following exhibits are included herein:
27 Financial Data Schedule - electronic filing only.
15