<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[ ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934.
For the quarterly period ended _____________.
[X] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the transitional period from January 1, 1997 to February 28, 1997.
Commission File Number: 0-22077.
ERGOBILT, INC.
--------------
(Exact name of registrant as specified in its charter)
Texas 75-2600529
- --------------------------------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) identification number)
9244 Markville Drive, Dallas, 75243-4404
---------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(972) 233-8504
---------------------------------------------------------------
Registrant's telephone number including area code
December 31,
----------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since
last report)
Indicate by check mark whether the registrant (1) 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 [ ] No [ X ]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: $.0001 par value, 5,956,000
shares as of February 16, 1997
<PAGE> 2
ERGOBILT, INC.
TABLE OF CONTENTS
FORM 10-Q
February 28, 1997
Page
----
PART I - FINANCIAL INFORMATION
Item 1. Index to Financial Statements 2
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 10
PART II - OTHER INFORMATION
Item 1. Legal Proceedings 15
Item 4. Submission of Matters to a Vote of Security Holders 15
Item 6. Exhibits and Reports on Form 8-K 16
Signatures 17
Index to exhibits 18
<PAGE> 3
PART I - FINANCIAL INFORMATION
INDEX TO FINANCIAL STATEMENTS
Page
----
Consolidated Balance Sheets as of December 31, 1996 and
February 28, 1997 (unaudited) 3
Consolidated Statements of Income for the two month
periods ended February 28, 1996 and 1997 (all unaudited) 5
Consolidated Statements of Cash Flows for the two month
periods ended February 28, 1996 and 1997 (all unaudited) 6
Notes to consolidated financial statements 8
2
<PAGE> 4
ERGOBILT, INC.
Consolidated Balance Sheets
December 31, 1996 and February 28, 1997
(unaudited)
<TABLE>
<CAPTION>
December 31, February 28,
Assets 1996 1997
- ------ ---- ----
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 32,150 $ 1,006,846
Accounts receivable 28,198 2,291,583
Inventory -- 1,833,168
Prepaid expenses -- 192,246
Other current assets 90,328 71,848
----------- -----------
Total current assets 150,676 5,395,691
----------- -----------
Property and equipment:
Land -- 7,450
Building and improvements -- 1,309,942
Furniture and fixtures 12,513 187,834
Equipment 9,455 493,207
Vehicles -- 202,584
Computer equipment 32,623 466,067
----------- -----------
54,591 2,667,084
----------- -----------
Less accumulated depreciation 10,387 219,990
----------- -----------
Property and equipment, net 44,204 2,447,094
Other assets:
Shareholder receivable 48,325 48,989
Offering and merger costs 661,453 --
Goodwill, net -- 13,165,706
Deferred tax assets 85,543 85,543
Other assets 212 293,422
----------- -----------
Total other assets 795,533 13,593,660
----------- -----------
$ 990,413 $21,436,445
=========== ===========
</TABLE>
3
<PAGE> 5
(Continued)
ERGOBILT, INC.
Consolidated Balance Sheets, Continued
(unaudited)
<TABLE>
<CAPTION>
December 31, February 28,
Liabilities and Shareholders' Equity 1996 1997
------------------------------------ ---- ----
<S> <C> <C>
Current liabilities:
Current portion of long-term debt $ -- $ 419,433
Accounts payable 692,490 552,160
Accrued expenses 65,174 284,180
Income taxes -- 90,367
Commissions payable -- 107,625
Notes payable 500,000 --
------------ ------------
Total current liabilities 1,257,664 1,453,765
------------ ------------
Long-term debt:
Notes payable, less current portion -- 629,590
Shareholders' equity:
Preferred stock, $0.01 par value;
10,000,000 shares authorized -- --
Common stock, $.0001 par value; 20,000,000
shares authorized; 2,770,285 and
5,956,000 shares issued and outstanding
at December 31, 1996 and February 28,
1997, respectively 277 606
Additional paid-in capital 823 19,660,107
Retained earnings (deficit) (268,351) (307,623)
------------ ------------
Total shareholders' equity (267,251) 19,353,090
------------ ------------
$ 990,413 $ 21,436,445
============ ============
</TABLE>
4
<PAGE> 6
ERGOBILT, INC.
Consolidated Statements of Income
For the two month periods ended February 28, 1996 and 1997
(unaudited)
<TABLE>
<CAPTION>
1996 1997
---- ----
<S> <C> <C>
Sales $ 91,139 $ 1,348,078
Cost of sales 24,401 861,038
----------- -----------
Gross profit 66,738 487,040
Selling, general and administrative expenses 84,453 540,982
----------- -----------
Operating income (17,715) (53,942)
Interest expense and other, net -- (12,678)
----------- -----------
Income before income taxes (17,715) (41,264)
Income tax expense (benefit) (8,051) (1,992)
----------- -----------
Net income $ (9,664) $ (39,272)
=========== ===========
Net income per share $ 0.00 $ (0.01)
=========== ===========
Weighted average common and common
equivalent shares outstanding 2,770,285 4,066,169
=========== ===========
</TABLE>
See accompanying notes to interim consolidated financial statements.
5
<PAGE> 7
ERGOBILT, INC.
Statements of Cash Flows
For the two months ended February 28, 1996 and 1997
(unaudited)
<TABLE>
<CAPTION>
1996 1997
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net income $ (9,664) $ (39,272)
Adjustment to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 1,415 302,989
Changes in assets and liabilities:
Accounts receivable (32,917) (169,447)
Inventory (39,919)
Prepaid expenses -- 6,863
Taxes payable -- 26,246
Other current assets -- 276
Shareholder receivable 39,313 19,490
Other noncurrent assets -- (256,395)
Accounts payable 1,946 (460,080)
Accrued expenses 51,636 120,485
Commissions payable -- (60,370)
Other -- --
-------- ---------
Net cash provided by operating activities 51,729 (549,134)
-------- -----------
Cash flows from investing activities
Purchase of property and equipment (20,278) (143,371)
Proceeds from shareholder notes payable -- 200,000
Acquisition of BodyBilt, net of cash acquired -- (5,128,419)
-------- -----------
Net cash used in investing activities (20,278) (5,071,790)
-------- -----------
Cash flows from financing activities:
Issuance of common stock, net of costs -- 9,259,603
Net advances on line of credit -- (1,575,000)
Purchase of common stock -- (225,000)
Repayment of borrowings -- (1,459,571)
Offering and merger costs (38,485) 595,588
-------- -----------
Net cash provided by (used in) financing activities (38,485) 6,595,620
-------- -----------
Net increase in cash (7,034) 974,696
Cash at beginning of period 14,150 32,150
======== ===========
Cash at end of period $ 7,116 $ 1,006,846
======== ===========
</TABLE>
6
<PAGE> 8
(Continued)
ERGOBILT, INC.
Statements of Cash Flows, Continued
(unaudited)
<TABLE>
<CAPTION>
1996 1997
<S> <C> <C>
Supplemental disclosure of noncash financing activities:
Common stock issued in acquisition of BodyBilt - 10,399,856
======== ===========
Supplemental disclosure:
Interest paid $ - $ -
======== ===========
Taxes paid $ - $ -
======== ===========
</TABLE>
See accompanying notes to interim consolidated financial statements.
7
<PAGE> 9
ERGOBILT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1 - Financial Statements
The accompanying unaudited Consolidated Financial Statements include
the accounts of ErgoBilt, Inc. and its wholly owned subsidiary (the
"Company").
The statements have been prepared in accordance with generally
accepted accounting principles for interim financial information and
with the instructions to Form 10-Q and Regulation S-X. Accordingly,
they do not include all of the information and footnotes required by
generally accepted accounting principles for complete financial
statements. In the opinion of management, all adjustments (consisting
of normal recurring adjustments) considered necessary for a fair
presentation have been included. Operating results for the two months
ended February 28, 1997 are not necessarily indicative of the results
that may be expected for the year ending February 28, 1998. For
further information, refer to the consolidated financial statements
and footnotes included in the Company's annual report on Form 10-K for
the year ended December 31, 1996.
Note 2 - Cash and Cash Equivalents
The carrying amount for cash and cash equivalents in not materially
different than fair market value due to the short maturities of the
instruments and/or their respective interest rates.
Note 3 - Stock Split
The Company affected a 2,770-for-1 stock split in January 1997. The
effects of the stock split have been retroactively applied to the
financial statements.
Note 4 - Issuance of Common Stock and Warrants
On February 5, 1997 the Company closed its initial public offering for
the sale of 1,700,000 shares of common stock at a price of $7 per
share. The Company received approximately $9,900,000 in net proceeds
as a result of this offering and the underwriters exercise of their
overallotment. On February 5, 1997 the Company issued to the
underwriters warrants to purchase 170,000 shares of common stock at a
price of 120% of the price to the public exercisable over a period of
four years commencing one year from February 3, 1997.
(Continued)
8
<PAGE> 10
ERGOBILT, INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 5 - Business Acquisition
BodyBilt Seating, Inc. ("BodyBilt") was merged into a wholly-owned
subsidiary of the Company on February 5, 1997. As consideration for
the merger, the shareholders of BodyBilt received $17.6 million
payable in a combination of cash ($7.2 million), 780,630 shares of
common stock of the Company valued at $5.46 million and 705,085 shares
of Series A Preferred Stock of the Company valued at $4.94 million,
which was immediately converted into 705,085 shares of common stock.
BodyBilt is a developer, manufacturer and marketer of customized,
high-end ergonomic products. The acquisition has been accounted for
by the purchase method of accounting and, accordingly, the results of
operations of BodyBilt have been included in the Company's
consolidated financial statements from February 5, 1997. The excess
of the purchase price over the fair value of the net identifiable
assets acquired of $13.3 million has been recorded as goodwill and is
being amortized on a straight-line basis over 40 years.
The following unaudited pro forma financial information presents the
combined results of operations of ErgoBilt and BodyBilt as if the
acquisition had occurred as of the beginning of 1996 and 1997, after
giving effect to certain adjustments. The pro forma financial
information does not necessarily reflect the results of operations
that would have occurred had the acquisition occurred at the beginning
of the periods presented.
(unaudited)
Two months ended February 28,
-----------------------------
1996 1997
---- ----
Net sales $ 2,334,853 $ 2,299,996
Net income (loss) (18,000) (99,524)
Net income (loss) per share (.01) (.02)
9
<PAGE> 11
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
On February 5, 1997 BodyBilt, Inc. ("BodyBilt") was merged into a
wholly-owned subsidiary of the Company (the "Merger"). BodyBilt is a
developer, manufacturer and marketer of customized, high-end ergonomic
products.
The financial statements for 1997 included in this 10-Q comprise the
operations of BodyBilt for February 1997 and the operations of ErgoBilt, Inc.
from January 1, 1997 to February 28, 1997. BodyBilt's operations for 1996 and
January 1997 are not included in the financial statements, as that predates the
acquisition. For selected financial data presented on a pro forma basis as if
the acquisition took place at the beginning of the periods presented see
financial statement footnote number 5.
The operations of ErgoBilt are discussed under the heading "ErgoBilt"
below. The remainder of Management's Discussion and Analysis of Financial
Condition and Results of Operations relates to the operations of BodyBilt.
Following the Merger, BodyBilt became the operating company, and ErgoBilt
became the parent company. The following discussion and analysis should be
read in conjunction with the consolidated financial statements of the Company
and the accompanying notes thereto included elsewhere in this Form 10-Q.
ERGOBILT
Since its incorporation in 1995, ErgoBilt's operations have consisted
primarily of providing advertising and marketing services to BodyBilt,
conducting activities necessary to complete the Merger and the Company's
initial public offering (the "Offering") and conducting other activities
necessary to plan for the operations of ErgoBilt and BodyBilt. ErgoBilt's
operating loss for the two months ended February 28, 1996 was $17,715. For the
two months ended February 28, 1997, ErgoBilt had a loss from operations of
$41,264.
10
<PAGE> 12
BODYBILT
The following table sets forth certain unaudited financial
information for BodyBilt for the periods indicated. The table does not
include the amortization of goodwill in the amount of $55,000 for the two
months subsequent to the acquisition. This comparative information will be
used for the accompanying "Management Discussion and Analysis" as management
believes this is the most relevant information for comparing the ongoing
operations of the Company.
Two Months Ended February 28,
-------------------------------
1996 1997
----------- -------------
(in thousands)
Sales $ 2,335 $ 2,288
Cost of sales 1,205 1,466
----------- -----------
Gross profit 1,130 822
Selling, general and administrative expenses 1,169 745
----------- -----------
Operating income (39) 77
Interest expense and other, net - 26
----------- -----------
Income before income taxes $ (39) $ 51
=========== ===========
GENERAL. BodyBilt generates revenue through sales of its products to
corporate customers, dealers and retailers. The majority of BodyBilt's sales
are generated by either BodyBilt's direct sales force or by independent sales
representatives, who are paid a commission for each unit sold. Typically,
BodyBilt's sales are directed through a network of over 550 dealers who acquire
the products at a discount from retail and then resell the products to the
ultimate customer. BodyBilt believes that its growth has been driven by
increasing market acceptance of ergonomics and its success in (i) providing
superior quality products and service; (ii) expanding its direct sales force;
(iii) upgrading the quality of its independent sales representative firms; and
(iv) educating consumers about the benefits of ergonomics and the solutions
provided by BodyBilt's products. BodyBilt did not increase the suggested retail
prices of its chairs during this period.
In the first two months of 1997, BodyBilt expanded its direct sales
force from 17 to 21 individuals and continues to retain the services of 21
independent sales representatives. In the first two months of 1997, BodyBilt
also strengthened its sales organization by adding a national sales manager,
appointing a national accounts manager to focus on increasing market
penetration and restructuring its customer service and sales organizations to
be more responsive to the customers.
Sales of BodyBilt decreased by $47,000, or 2.0%, for the two months
ended February 28, 1996 and the two months ended February 28, 1997. This
change is due to the timing of when sales were recorded and it does not reflect
significant changes made in future months.
Gross profit decreased $308,000 or 27.34%, from $1.1 million for the
two months ended February 28, 1996, to $820 thousand for the two months ended
February 28, 1997. As a percentage of sales, gross profit decreased from 48.4%
for the two months ended February 28, 1996 to 35.9% for the two months ended
February 28, 1997. This decrease in the percentage is the result of high
11
<PAGE> 13
costs associated with reorganizing the manufacturing process to increase
production in following periods.
Selling, general and administrative expenses decreased by $424,000, or
36.3%, from $1.2 million for the two months ended February 28, 1996, to $745
thousand for the two months ended February 28, 1997. As a percentage of sales,
selling, general and administrative expense decreased from 50.1% for the two
months ended February 28, 1996, to 32.6% for the two months ended February 28,
1997. This decrease was attributable to costs transferred to ErgoBilt for
specific marketing and executive management.
Operating income increased by $116,000, from $(39,000) for the two
months ended February 28, 1996, to $77,000 for the two months ended February
28, 1997. This was a result of a reduction of selling, general and
administrative expenses at BodyBilt.
LIQUIDITY AND CAPITAL RESOURCES
Cash Flow. At February 28, 1997 the Company had cash and equivalents
of approximately $1,006,846. Since inception the Company has financed its
operations primarily through the issuance of debt and equity, and through cash
generated by operations.
The Company maintains a bank line of credit through BodyBilt.
Historically, BodyBilt has satisfied its cash requirements through profitable
operations and borrowings under its bank line of credit.
The Company's future cash requirements for the remainder of 1997, and
beyond, will depend primarily upon its level of sales, the timing of inventory
purchases, expenditures on new product development, implementation of marketing
programs, capital expenditures and possible strategic acquisitions.
Operating activities provided cash totaling $51,729 and $17,724 for
the two months ended February 28, 1996 and 1997, respectively.
Investing activities used cash totaling $20,278 and $5,271,790 for the
two months ended February 28, 1996 and 1997, respectively. Substantially all
of the cash used in the first quarter of 1997 was used in the acquisition of
BodyBilt, the remainder used during these periods related to capital
expenditures. BodyBilt anticipates continuing to make limited capital
expenditures in connection with plant, equipment, software and computer
equipment improvements.
Financing activities provided (used) cash totaling $(38,485) and
$6,228,762 for the two months ended February 28, 1996 and 1997, respectively.
The Company's initial public offering, referred to in financial statement
footnote number 4, provided approximately $9,900,000 in cash proceeds net of
costs in the first quarter of 1997. Additionally, proceeds from borrowings
were utilized primarily to provide working capital.
Asset Management. BodyBilt typically sells its products and services
on net 30 day terms and seeks to minimize its credit risk by performing credit
checks and conducting its own collection efforts. BodyBilt had trade accounts
receivable of $2.3 million at February 28, 1997. The number
12
<PAGE> 14
of days' sales outstanding in trade accounts receivable were 65 days for the
same period. Bad debt expense as a percentage of total revenue for this period
was negligible. BodyBilt maintains no allowance for doubtful accounts.
BodyBilt attempts to keep its raw materials inventory low to minimize
the risk of obsolescence. BodyBilt also attempts to maintain the minimum level
of such inventory necessary to meet its near term manufacturing requirements by
relying on just-in-time delivery of products from its principal suppliers.
Inventory turnover was 5.3 times for the two months ended February 28, 1997.
Credit Facilities. BodyBilt maintains a revolving line of credit
facility with The First National Bank of Bryan (the "Line of Credit").
Borrowings under the Line of Credit are utilized primarily for working capital
to finance inventory and receivables. Historically, the Line of Credit was
also used to finance distributions to the BodyBilt Shareholders. Borrowings
under the Line of Credit bear interest at a Bank's prime rate per annum. The
Line of Credit is secured by a first lien on the accounts receivable and
inventory of BodyBilt and the proceeds of a life insurance policy insuring the
life of BodyBilt's former President, Mark McMillan. The Line of Credit is
personally guaranteed by Mark McMillan. At February, 1997, the interest rate on
the Line of Credit was 8.50% and total borrowings under the Line of Credit were
$425,000. This line of credit has been replaced with a $10.8 million credit
facility with Comerica Bank Texas.
In May 1994, BodyBilt purchased a building and land that was formerly
a large retail facility, in Navasota, Texas. During the summer of 1994,
BodyBilt moved it's manufacturing and administrative operations from leased
facilities to the Navasota facility. Since June 1994, this facility has
undergone significant renovations, improvements and equipment additions. The
merger and improvement of this facility was financed through an amortizing bank
loan from The First National Bank of Bryan in the principal amount of $571,000,
currently bearing interest at the bank's prime rate plus 0.75% per annum and
maturing in the year 2000. At February 28, 1997, the interest rate on this loan
was 9.75% and the outstanding principal balance was $430,111. The loan is
secured by a lien on the facility and by a life insurance policy insuring the
life of Mark McMillan. This loan is personally guaranteed by Mark McMillan.
At February 28, 1997, BodyBilt also had other term note obligations to
the First National Bank of Bryan aggregating approximately $203,000 the
proceeds of which were used to fund working capital and equipment and vehicle
purchases.
On September 6, 1996, ErgoBilt obtained a $500,000 loan from Summit
Partners Management Co. ("Summit") to fund the Merger and expenses relating to
the Company's initial public offering (the "Offering"). The convertible note
evidencing this loan (the "Convertible Note") was repaid in part from the
proceeds of the Company's Offering and by conversion into shares of Common
Stock at the initial offering price per share (one-half of the principal
balance of the loan). The interest rate on this loan was 8.0% per annum and
was scheduled to mature on September 6, 1997. The Convertible Note was secured
by a pledge of certain assets of Gerald McMillan. In connection with the
issuance of the Convertible Note, Dr. McMillan sold 34,000 shares of Common
Stock to Summit, and the Company agreed to issue to Summit at the closing of
the Offering a warrant to acquire up to 51,000 shares of Common Stock at a
price of 120% of the price to public exercisable over a period of four years
commencing one year after issuance. The shares of Common Stock sold to Summit
and the Common Stock issuable upon exercise of the lender's warrant are subject
to certain registration rights.
13
<PAGE> 15
INFLATION. The cost of raw materials and component parts, salaries and
manufacturing wages have increased modestly. The increases have not had a
significant effect on BodyBilt's results of operations because of substantially
increasing sales volumes and relatively stable product prices.
NEW ACCOUNTING PRONOUNCEMENTS. Effective December 1997, the Company
will be required to adopt ("SFAS") No. 128, "Earnings Per Share." SFAS No.
128 introduces the concept of basic earnings per share, which represents net
income divided by the weighted average common shares outstanding - without the
dilutive effects of common stock equivalents (options, warrants, etc.).
Diluted earnings per share will continue to be reported when SFAS No. 128 is
adopted.
14
<PAGE> 16
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
The Company is involved from time to time in various legal proceedings
and claims incident to the normal conduct of its business. The Company believes
that such legal proceedings and claims, individually and in the aggregate, are
not likely to have a material adverse effect on the Company's results of
operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
A written Consent of Shareholders in Lieu of Meeting dated February
1997 to increase the number of directors of the Company to eight and to elect
as directors Drew Congleton, Robert E. Faust, William Brown Glenn, Jr., Mark A.
McMillan, W. Barton Munro and William Weed to be effective upon the
consummation of the BodyBilt Seating, Inc. merger, to serve for a one year term
or until their respective successors are elected and qualified.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits.
See Exhibit Index beginning on page 17 of this Form 10-Q.
(b) Reports on Form 8-K.
On February 7, 1997, the Company filed a Current
Report on Form 8-K to report under Items 2 and 7 the Company's
merger of BodyBilt Seating, Inc., a manufacturer of
premium-priced ergonomic office chairs since 1988. BodyBilt
was merged into ErgoBilt's wholly owned subsidiary, EB
Subsidiary, Inc., which was formed for the purposes of the
merger.
15
<PAGE> 17
SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
ErgoBilt, Inc.
- -------------------------------
(Registrant)
/s/ GERARD SMITH Date February 27, 1998
- ------------------------------- -------------------
Gerard Smith, President, Chief
Executive Officer and Director
/s/ DENNIS R. ORSI Date February 27, 1998
- -------------------------------------------- -------------------
Dennis R. Orsi, Chief Financial
Officer
(Principal Financial and Accounting Officer)
16
<PAGE> 18
INDEX TO EXHIBITS
Exhibit No. Description
- ----------- -----------
27.1 Financial Data Schedule (for EDGAR filing purposes only)
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE FEBRUARY
28, 1997 COMPANY FINANCIAL STATEMENTS OF ERGOBILT, INC. AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 2-MOS
<FISCAL-YEAR-END> FEB-28-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> FEB-28-1997
<CASH> 1,006,846
<SECURITIES> 0
<RECEIVABLES> 2,291,583
<ALLOWANCES> 0
<INVENTORY> 1,833,168
<CURRENT-ASSETS> 264,094
<PP&E> 2,667,084
<DEPRECIATION> 219,990
<TOTAL-ASSETS> 21,436,445
<CURRENT-LIABILITIES> 1,453,765
<BONDS> 0
0
0
<COMMON> 606
<OTHER-SE> 19,352,484
<TOTAL-LIABILITY-AND-EQUITY> 21,436,445
<SALES> 1,348,078
<TOTAL-REVENUES> 1,348,078
<CGS> 861,038
<TOTAL-COSTS> 861,038
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (12,678)
<INCOME-PRETAX> (41,264)
<INCOME-TAX> (1,992)
<INCOME-CONTINUING> (39,272)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (39,272)
<EPS-PRIMARY> (0.01)
<EPS-DILUTED> 0
</TABLE>
