<PAGE>
- --------------------------------------------------------------------------------
FORM 10-Q
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 June 30, 1998.
[ ] 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 0-13102
THE NOSTALGIA NETWORK, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 84-0923659
(State or other jurisdiction of incorporation) (I.R.S. Employer Identification No.)
650 MASSACHUSETTS AVENUE NW WASHINGTON, DC 20001
(Address of principal executive office) (Zip Code)
</TABLE>
(202) 289-6633
(Registrant's telephone number, including area code)
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 [X] NO [ ]
The number of shares of the Registrant's Common Stock, $.04 par value as of the
close of the period covered by this Report was 20,274,371.
- --------------------------------------------------------------------------------
<PAGE>
TABLE OF CONTENTS
-----------------
<TABLE>
<CAPTION>
Page No.
--------
<S> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheets as of
June 30, 1998 and December 31, 1997 3
Statements of Operations
For the Three and Six Months Ended June 30, 1998 and 1997 4
Statements of Cash Flows
For the Six Months Ended June 30, 1998 and 1997 5
Notes to Financial Statements 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 7 - 11
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Securities Holders 12
Item 5. Other Information 12
Index to Exhibits 14
Exhibit 27 - Financial Data Schedule 15
</TABLE>
-2-
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements
THE NOSTALGIA NETWORK, INC.
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
(Unaudited)
Jun. 30, 1998 Dec. 31, 1997
---------------- ----------------
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents $487,662 $1,803,189
Accounts receivable, less allowance of $362,000
and $467,000, respectively 863,637 723,766
Prepaid expenses 312,704 140,341
Cablecast rights 6,364,000 6,880,000
---------------- ----------------
Total current assets 8,028,003 9,547,296
Programming and cablecast rights - net 6,074,865 5,956,646
Property and equipment - net 1,328,793 1,441,290
Other assets 55,740 52,740
---------------- ----------------
Total assets $15,487,401 $16,997,972
================ ================
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Current maturities of long-term obligations 5,172,368 $6,356,085
Accounts payable 4,138,003 2,354,245
Accrued expenses and other liablilities 407,222 650,842
---------------- ----------------
Total current liabilities 9,717,593 9,361,172
---------------- ----------------
LONG-TERM OBLIGATIONS, LESS CURRENT MATURITIES
Notes payable - related parties 53,986,008 43,293,702
Accrued interest payable and other 352,600 357,010
Cablecast licenses and fees payable 925,119 2,338,835
---------------- ----------------
55,263,727 45,989,547
---------------- ----------------
TOTAL LIABILITIES 64,981,320 55,350,719
---------------- ----------------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock: $2 par value, 125,000 shares authorized,
3,250 issued and outstanding 6,500 6,500
Common stock: $0.04 par value, 30,000,000 shares
authorized, 20,274,371 and 20,241,037 shares issued
and outstanding, respectively 810,975 810,975
Additional paid-in capital 30,213,555 30,213,554
Deficit (80,524,949) (69,383,776)
---------------- ----------------
Total stockholders' equity (deficit) (49,493,919) (38,352,747)
---------------- ----------------
Total liabilities and stockholders' equity (deficit) $15,487,401 $16,997,972
================ ================
</TABLE>
See accompanying notes to the financial statements.
-3-
<PAGE>
THE NOSTALGIA NETWORK, INC.
STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
For the Three Months For the Six Months
Ended June 30, Ended June 30,
-------------------------- ------------------------------
1998 1997 1998 1997
------------ ------------ --------------- -------------
<S> <C> <C> <C> <C>
OPERATING REVENUES
Affiliate revenue $ 659,178 $ 745,786 $ 1,387,977 $ 1,318,533
Advertising sales revenue 764,148 1,363,051 1,432,034 2,634,924
------------ ------------ --------------- -------------
Total operating revenues 1,423,326 2,108,837 2,820,011 3,953,457
------------ ------------ --------------- -------------
OPERATING EXPENSES
Programming, production and transmission 1,277,337 1,434,819 2,871,291 3,326,010
Programming amortization 1,767,542 1,594,278 3,598,668 3,515,423
Sales and marketing 1,294,103 1,462,615 3,969,170 3,771,093
Finance, general and administration 715,470 719,176 1,499,986 1,575,901
------------ ------------ --------------- -------------
Total operating expenses 5,054,452 5,210,888 11,939,115 12,188,427
------------ ------------ --------------- -------------
LOSS FROM OPERATIONS (3,631,126) (3,102,051) (9,119,104) (8,234,970)
------------ ------------ --------------- -------------
OTHER INCOME AND (EXPENSE)
Interest and other - net (953,455) (451,414) (2,022,069) (1,083,719)
------------ ------------ --------------- -------------
NET LOSS $(4,584,581) $(3,553,465) $ (11,141,173) $ (9,318,689)
=========== ============ ============== ============
NET LOSS PER COMMON SHARE -- BASIC
AND DILUTED $(0.23) $(0.18) $(0.55) $(0.46)
=========== ============ ============== ============
WEIGHTED AVERAGE SHARES OUTSTANDING 20,274,371 20,274,371 20,274,371 20,274,371
=========== ============ ============== ============
</TABLE>
See accompanying notes to the financial statements
-4-
<PAGE>
THE NOSTALGIA NETWORK, INC.
STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
For the Six Months
Ended June 30,
---------------------------------
1998 1997
---------------- ---------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $(11,141,173) $(9,318,689)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization 3,741,775 3,659,027
Provision for losses on accounts receivable 204,000 212,000
Net change in operating assets and liabilities:
(Increase)/decrease in accounts receivable (343,871) (218,113)
(Increase)/decrease in prepaid expenses and other assets (175,363) 2,940
Increase in accounts payable 1,783,758 466,010
Increase in accrued expenses
and other liabilities 1,444,276 1,149,626
---------------- ---------------
Net cash used in operating activities (4,486,598) (4,047,199)
---------------- ---------------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of programming and cablecast rights (2,625,884) (226,324)
Purchases of property and other assets (30,610) (153,897)
---------------- ---------------
Net cash used in investing activities (2,656,494) (380,221)
---------------- ---------------
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of long-term obligations (3,172,435) (4,694,944)
Proceeds from financing 9,000,000 9,000,000
---------------- ---------------
Net cash provided by financing activities 5,827,565 4,305,056
---------------- ---------------
NET DECREASE IN CASH AND CASH
EQUIVALENTS (1,315,527) (122,364)
CASH AND CASH EQUIVALENTS - BEGINNING 1,803,189 1,421,011
---------------- ---------------
CASH AND CASH EQUIVALENTS - ENDING $487,662 $1,298,647
=============== ==============
NONCASH INVESTING AND FINANCING ACTIVITIES:
Vendor financing of programming rights $982,711 $266,000
=============== ==============
</TABLE>
See accompanying notes to the financial statements.
-5-
<PAGE>
The Nostalgia Network, Inc.
NOTES TO FINANCIAL STATEMENTS
1. The financial information included herein is submitted pursuant to the
requirements of Form 10-Q and does not include all disclosures required by
generally accepted accounting principles. These unaudited financial
statements should be read in conjunction with the financial statements and
notes thereto included in the Company's annual report on Form 10-K for the
fiscal year ended December 31, 1997 filed with the Securities and Exchange
Commission, which are incorporated herein by reference. The accompanying
interim financial statements reflect all adjustments (consisting of normal
recurring accruals only) which are, in the opinion of management, necessary
for a fair statement of the results for the interim periods presented. The
results of operations for interim periods are not necessarily indicative of
the results to be obtained for the entire year.
2. Certain reclassifications have been made to the financial statements for
the comparative period of the prior fiscal year for consistency with the
presentation for the current period.
3. Cash Flow - Cash equivalents include highly liquid debt instruments with a
maturity of three months or less.
4. On March 31, 1998, The Nostalgia Network, Inc. (the "Company"), issued two
substitution and replacement notes to Crown Communications, Inc. ("Crown")
and Concept Communications, Inc. ("Concept") (collectively, the "Majority
Stockholders") in the amounts of $28,560,005 and $19,217,867,
respectively, at 8.5% interest due February 1, 1999. These notes require
minimum monthly interest payments of $60,000 in the aggregate and replace
previously issued notes in the principal amounts of $27,250,000 and
$18,112,194 plus $1,310,006 and $1,105,673 in accrued and unpaid interest,
respectively. In April 1998, the company issued a promissory note to Crown
in the maximum principal amount of $15,250,000 (the "Grid Note") at 8.5%
due February 1, 1999. During the Six months ended June 30, 1998, the
Company executed various promissory notes in favor of Crown in the amount
of $5,250,000 at 8.5%, each due February 1, 1999. The Company has also
drawn to date $3,750,000 of principal from the Grid Note, of which
$2,000,000 was drawn subsequent to June 30, 1998. These notes are secured
by the terms of certain Security Agreements between the Majority
Stockholders and the Company, as amended.
6
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
This Form 10-Q contains certain "forward-looking statements" which represent the
Company's expectations or beliefs, including, but not limited to, statements
concerning industry performance and the Company's operations, performance,
financial condition, plans, growth and strategies. Any statements contained in
this Form 10-Q that are not statements of historical fact may be deemed to be
forward-looking statements. Without limiting the generality of the foregoing,
words such as "may," "will," "expect," "anticipate," intend," "could,"
"estimate" or "continue" or the negative or other variations thereof or
comparable terminology are intended to identify forward-looking statements.
These statements by their nature involve substantial risks and uncertainties, as
disclosed in the Company's Form 10-K and in this Form 10-Q. Certain of these
risks and uncertainties are beyond the Company's control, and actual results may
differ materially depending on a variety of important factors, including those
described in this Form 10-Q. For a discussion of the risks that may have an
impact on the Company's results, see the Company's report on Form 10-K for the
year ended December 31, 1997.
Results of Operations
- ---------------------
Total revenues decreased $1,133,446 or 28.7% (from $3,953,457 to $2,820,011) for
the six months ended June 30, 1998 (the "1998 Period") as compared with the six
months ended June 30, 1997 (the "1997 Period") and decreased $685,511 or 32.5%
(from $2,108,837 to $1,423,326) for the three months ended June 30, 1998 (the
"1998 Quarter") as compared with the three months ended June 30, 1997 (the "1997
Quarter"). The decline resulted principally from advertising revenue decreases
of $1,202,890, or 45.6% (from $2,634,924 to $1,432,034) for the 1998 Period and
$598,903, or 43.5% (from $1,363,051 to $764,148) for the 1998 Quarter.
Advertising revenue decreased principally due to decreased rates based on the
Network's declining subscriber estimates during 1997. Infomercial sales
decreased $1,032,947, or 57.1% (from $1,810,272 to $777,325) for the 1998 Period
and decreased $546,819, or 62.1% (from $880,019 to $333,200) for the 1998
Quarter. Time devoted to infomercials decreased by 23% as a result of adding
more movies to the overnight programming block. Rates charged for infomercials
decreased by 44% as a result of market demand. Conventional advertising
decreased $174,801 or 21.1% (from $829,510 to $654,709) for the 1998 Period and
$82,540, or 21% (from $391,665 to $309,125) for the 1998 Quarter. As a result of
adding additional movies to the overnight programming block, commercial spot
inventory increased by 15% while rates charged for commercial spots decreased by
31% as a result of market demand. Management anticipates these trends will
continue until such time as the GoodLife TV Network (the "Network") subscriber
estimates increase; however, increases in advertising rates typically occur
several months following increased subscriber estimates.
Affiliate revenues increased by $69,444 , or 5.3% (from $1,318,533 to
$1,387,977) for the 1998 Period and decreased by $86,608, or 11.6% (from
$745,786 to $659,178) for the 1998 Quarter as a result of the Network's first
time billing for C-band packagers and declines during 1997 in the Network's
subscriber estimates, respectively. In recent years dramatic forces have
reshaped the cable marketplace. Technological advances heralded to significantly
increase system channel capacity have fallen far behind their promised levels of
distribution; however, those delays have not deterred the launch of numerous new
programming services to fill this anticipated new capacity. Many of the newer
services being offered have significant strategic alliances with either system
operators, sister channels or program developers which provide them with a
competitive advantage that independent Companies do not enjoy. Further, many
networks are offering significant per subscriber fees to buy their way onto
cable systems. These dramatic changes to the cable marketplace have adversely
impacted the Company since it does not match the per subscriber fees offered by
7
<PAGE>
many other networks. As a result, the Company has suffered further subscriber
losses. Until such time as channel capacity increases significantly, or the
Company has the resources to effectively compete in a pay-to-play environment,
the Company will remain vulnerable to additional subscriber declines.
Management firmly believes that the Company's niche, Boomers and over, is a
valuable market which currently is not being served by other networks.
Government statistics show that this demographic is the fastest growing
demographic segment and will account for 30% of the population in the year 2000.
As technology continues to change almost daily, management believes the
Company's best approach is to increase branding of the Network and build
consumer demand for its product. It is actively pursuing development of new
original programming which will be unique to the Network and specifically
targeted to Boomers and over. In 1997, the Network commenced a consumer
marketing campaign in specifically targeted markets as well as other consumer
awareness activities. Repeatedly, in consumer market tests, the Company's
product has been highly rated. Management believes investment in the Company's
product and consumer awareness advertising will provide greater long-term
benefit than diverting funds for short-term launch opportunities.
Operating expenses, net of $2,626,000 and $1,697,000 in capitalized programming
costs for the 1998 Period and 1998 Quarter which respectively compared to none
during the 1997 Period and 1997 Quarter, decreased $249,312, or 2.0% (from
$12,188,427 to $11,939,115) for the 1998 Period and $156,436, or 3.0% (from
$5,210,888 to $5,054,452) for the 1998 Quarter. The decrease for the 1998 Period
was primarily a result of a decrease of $454,719, or 13.7% (from $3,326,010 to
$2,871,291) in programming, production and transmission costs and a decrease of
$75,915, or 4.8% (from $1,575,901 to $1,499,986) in finance, general and
administration costs. Offsetting these decreases was an increase of $83,245, or
2.4% (from $3,515,423 to $3,598,668) in programming amortization costs and
$198,007, or 5.2% (from $3,771,093 to $3,969,170) in sales and marketing costs
for the 1998 Period. The decrease for the 1998 Quarter was primarily the result
of a net decrease of $157,482, or 11% (from $1,434,819 to $1,277,337) in
programming, production and transmission costs as well as a decrease of
$168,512, or 11.5% (from $1,462,615 to $1,294,103) in sales and marketing
expenses. Offsetting these reductions was an increase of $173,264, or 10.9%
(from $1,594,278 to $1,767,542) in programming amortization expense for the 1998
Quarter.
Programming, production and transmission costs, net of $2,626,000 and $1,697,000
in capitalized programming costs for the 1998 Period and 1998 Quarter which
respectively compared to none during the 1997 Period and 1997 Quarter, have
decreased primarily as a result of costs capitalized in association with
production of new original programs as well as increased costs associated with
improving the Network's on-air look. Programming amortization costs have
increased by $83,245, or 2.4% (from $3,515,423 to $3,598,668) for the 1998
Period and $173,264, or 10.9% (from $1,594,278 to $1,767,542) for the 1998
Quarter as a result of changes in the Network's programming lineup and
programming contracts. The Company expects to incur additional increases in
future programming and studio production costs as a consequence of the Network's
programming initiatives and the creation of new original programs which has
continued in 1998. These additional future expenditures will
8
<PAGE>
adversely impact the Company's results of operations in the short-term; however,
management believes they are critical to the Company's long-term survival and
growth.
Sales and marketing expenses have increased by $198,077, or 5.2% (from
$3,771,093 to $3,969,170) for the 1998 Period and decreased $168,512, or 11.5%
(from $1,462,615 to $1,294,103) for the 1998 Quarter due to the timing of
convention events, advertising campaigns, additional consulting efforts and
increased production quality.
Finance, general and administrative costs decreased by $75,915, or 4.8% (from
$1,575,901 to $1,499,986) for the 1998 Period and $3,706, or .5% (from $719,176
to $715,470) for the 1998 Quarter. This decrease was primarily attributed to
decreased legal and professional fees of $86,016, or 28% (from $307,352 to
$221,336) for the 1998 Period.
As a result of decreased revenues ($1,133,446); increased sales and marketing
costs ($198,077); increased programming amortization costs ($83,245); offset by
decreased programming, production and transmission costs ($454,719); and
decreased finance general and administrative expenses ($75,915); the Company's
loss
9
<PAGE>
from operations increased $884,134, or 10.7% (from $8,234,970 to $9,119,104) for
the 1998 Period. As a result of decreased revenues ($685,511); increased
programming amortization costs ($173,264); offset by decreased sales
and marketing costs ($168,512); decreased programming, production and
transmission costs ($157,482); and decreased finance general and
administrative expenses ($3,706); the Company's loss from operations
increased $529,075, or 17% (from $3,102,051 to $3,631,126) for the 1998 Quarter.
Other expense increased $938,350 or 86.6% (from $1,083,719 to $2,022,069) for
the 1998 Period and $502,041, or 111.2% (from $451,414 to $953,455) for the 1998
Quarter, primarily as a result of interest on additional loans.
Liquidity and Capital Resources
- -------------------------------
Cash decreased from $1,803,189 at December 31, 1997 to $487,662 at June 30,
1998, principally due to cash outlays to cover increased operating expenses and
repayments of certain debts. Working capital decreased from $186,124 at
December 31, 1997 to a deficit of ($1,689,590), or 807.8% at June 30, 1998
principally as a result of increased accounts payable and reduced cash balances.
Cablecast rights have decreased by $397,781 or (3.2%) since year-end as a result
of amortization of the Network's programming acquisitions. Total liabilities
increased primarily due to $9,000,000 in additional financing.
Cash flows from operating activities decreased by $439,399, or 10.9% during the
1998 Period compared to the 1997 Period principally as a result of the increased
loss from operations of $1,822,484 offset by increased accounts payable. The
increased loss was due primarily to decreases in revenues combined with
increased costs. Amortization expense increased by $82,748 over the 1997 Period
as a result of further enhancements to the Network's programming. Provision for
losses on accounts receivable decreased by $8,000 to $204,000 in the 1998 Period
compared to $212,000 during the 1997 Period as a result of additional exposure
to bad debt risks. Accounts receivable increased $343,871, compared to an
increase of $218,113 during the 1997 Period. Accounts payable increased
$1,783,758 in the 1998 Period compared to an increase of $466,010 during the
1997 Period as a result of increased operating expenses. Interest and other
payables to related parties increased by $1,444,276 in the 1998 Period compared
to $1,149,626 during the 1997 Period primarily as a result of interest on
additional loans.
Cash used in investing activities was ($2,656,494) during the six months ended
June 30, 1998 Period compared to $380,221 used during the 1997 Period primarily
as a result of increased purchases of cablecast rights.
Cash flows from financing activities increased $1,522,509, or 35.4% during the
1998 Period compared to the 1997 Period due principally to a reduction in
the repayment of long term debt of $1,522,509 or 32.4% (from $4,694,944 to
$3,172,435).
10
<PAGE>
The Majority Stockholders have committed to provide up to an additional
$11,500,000 in debt financing during the balance of the calendar year,
$2,000,000 of which has been received subsequent to June 30, 1998 from Crown.
Management believes that these funds will be sufficient to satisfy its operating
needs for 1998. In connection with the additional borrowings and the Majority
Stockholders' agreement to extend the due dates on the financing to February 1,
1999, the Company has entered into the Security Agreements covering
substantially all the Company's assets in favor of the Majority Stockholders.
The Company believes that, in order to survive in the highly competitive market
for cable television programming, the Company will need significant additional
investment over the next four to five years. Such additional investment is
necessary to improve programming and increase distribution which the Company
anticipates will ultimately increase advertising revenues and result in
substantial long term revenue increases.
The Company's Board of Directors has directed its Executive Committee and
management to study the question of whether the Company should enter into a
strategic alliance, and to make recommendations to the full Board regarding this
proposal. The Executive Committee and management have actively studied this
alternative and have had preliminary discussions with a number of potential
strategic partners. These discussions are preliminary and no definitive
proposals or targeted entities have been identified. The Executive Committee and
management will continue to actively pursue identifying potential strategic
alliance candidates.
Because of the unpredictable factors involved in the search for strategic
alliances, and the dynamic changes taking place in the industry, there is
considerable uncertainty about what the Company's needs will be in future years.
There can be no assurance either that the Company will be able to locate
sufficient funding in excess of the funds committed for 1998, or that it will be
able to achieve a strategic alliance.
11
<PAGE>
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The 1998 Annual Meeting of Stockholders was held on June 10, 1998. The
nominees for Director elected at the meeting were as follows:
<TABLE>
<CAPTION>
Votes Cast
----------------------------------------------
For Against Withheld
-------------- -------------- --------------
<S> <C> <C>
Christopher A. Cates 19,032,687 46,500 -
Floyd Christofferson 19,058,187 21,000 -
Diane M. Faure 19,058,187 21,000 -
Hiroshi Goto 19,058,187 21,000 -
Dong Moon Joo 19,058,187 21,000 -
Dr. S. Lichter 19,058,187 21,000 -
Fred W. Newton 19,058,187 21,000 -
SQuire D. Rushnell 19,058,187 21,000 -
Ambassador Phillip Sanchez 19,058,187 21,000 -
Robert J. Wussler 19,058,187 21,000
</TABLE>
The appointment of BDO Seidman, LLP as independent accountants for 1998 was
ratified by a vote of 19,036,968 for, 41,500 against, 719 abstain.
The proposal to approve stock options of SQuire D. Rushnell, President of the
Company were approved by a vote of 18,994,469 for, 83,687 against, 826 abstain.
ITEM 5. OTHER INFORMATION
Stockholders who intend to submit proposals to be included in the Company's
proxy materials may do so in compliance with Rule 14a-8 promulgated under the
Securities Exchange Act of 1934. As stated in the Company's proxy statement
dated April 10, 1998, the last date any such proposal will be received by the
Company for inclusion in the Company's proxy materials relating to the 1999
Annual Meeting is December 31, 1998. For those stockholder proposals which are
not submitted in accordance with Rule 14a-8, the Company's designated proxies
may exercise their discretionary voting authority for any proposal received
after April 10, 1999, without any discussion of the proposal in the Company's
proxy materials.
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.
Dated August 21, 1998
THE NOSTALGIA NETWORK, INC.
By: /s/ Squire D. Rushnell
---------------------------------------
Squire D. Rushnell, President and
Chief Executive Officer
By: /s/ Martin A. Gallogly
---------------------------------------
Martin A. Gallogly, Vice President,
Treasurer and Chief Financial Officer
13
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION PAGE NO.
- ----------- ----------- --------
<S> <C> <C>
3.1 Certificate of Incorporation, as amended (filed as Exhibit 3.1 to the
Registrant's Report on Form 10-K for the Year Ended December 31,
1994, and incorporated herein by reference thereto)
3.2 Amended and Restated Bylaws (filed as Exhibit 3.2 to the
Registrant's Report on Form 10-K for the Year Ended December 31,
1994, and incorporated herein by reference thereto)
27 Financial Data Schedule as required by Item 601 (c) of Regulation S-K 16
</TABLE>
14
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
This Schedule contains summary financial information extracted from Form 10-Q
for the quarter ended June 30, 1998, and is qualified in its entirety by
reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<PERIOD-START> APR-01-1998
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> JUN-30-1998
<CASH> 487,662
<SECURITIES> 0
<RECEIVABLES> 1,225,637
<ALLOWANCES> 362,000
<INVENTORY> 12,438,865
<CURRENT-ASSETS> 8,028,003
<PP&E> 1,471,900
<DEPRECIATION> 143,107
<TOTAL-ASSETS> 15,487,401
<CURRENT-LIABILITIES> 9,717,593
<BONDS> 53,986,008
0
6,500
<COMMON> 810,975
<OTHER-SE> (50,311,394)
<TOTAL-LIABILITY-AND-EQUITY> 15,487,401
<SALES> 0
<TOTAL-REVENUES> 2,820,011
<CGS> 0
<TOTAL-COSTS> 11,939,115
<OTHER-EXPENSES> 2,022,069
<LOSS-PROVISION> 204,000
<INTEREST-EXPENSE> 2,022,069
<INCOME-PRETAX> (11,141,173)
<INCOME-TAX> 0
<INCOME-CONTINUING> (11,141,173)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (11,141,173)
<EPS-PRIMARY> (0.55)
<EPS-DILUTED> (0.55)
</TABLE>
