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 March 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number 0-17019
ANGEION CORPORATION
(Exact name of registrant as specified in its charter)
Minnesota 41-1579150
(State of Incorporation) (IRS Employer Identification No.)
7601 Northland Drive, Brooklyn Park, MN
(Address of principal 55428-1088
executive offices) (Zip Code)
(612) 315-2000
(Telephone number)
3650 Annapolis Lane, Suite 170, Plymouth, MN 55428, July 31, 1997.
(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 _X_. NO ___.
Common stock, par value $.01 per share: 33,177,443 shares
outstanding as of May 11, 1998
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM DESCRIPTION Page(s)
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS.
Consolidated Balance Sheets (unaudited) 1
- March 31, 1998 and December 31, 1997.
Consolidated Statements of Operations (unaudited) 2
- For the Three Months Ended March 31, 1998 and 1997.
Consolidated Statements of Cash Flows (unaudited) 3
- For the Three Months Ended March 31, 1998 and 1997.
Notes to Consolidated Financial Statements (unaudited). 4
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL 5, 6, 7
CONDITION AND RESULTS OF OPERATIONS.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS. 8
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS. 8
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. 9
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. 9
Signatures. 10
<PAGE>
ANGEION CORPORATION
Consolidated Balance Sheets
March 31, 1998 and December 31, 1997
(unaudited)
<TABLE>
<CAPTION>
March 31 December 31,
1998 1997
------------- -------------
ASSETS
- ------
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 7,719,932 $ 14,052,115
Short-term marketable securities -- --
Accounts receivable:
Trade, less allowance for doubtful accounts of $102,000 for 728,565 241,136
1998 and $0 for 1997
Other 131,476 167,450
Inventories 7,476,102 6,889,144
Prepaid expenses and other current assets 1,082,369 291,475
------------- -------------
TOTAL CURRENT ASSETS 17,138,444 21,641,320
Property and equipment, net 6,939,508 6,523,820
Investment in joint venture, net 1,682,124 --
Other assets, net 734,166 718,411
------------- -------------
TOTAL ASSETS $ 26,494,242 $ 28,883,551
============= =============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable 1,273,180 893,996
Current portion of long-term debt 5,009,279 --
Accrued payroll, vacation and related costs 1,193,675 1,015,119
Other accrued expenses 1,828,449 1,186,941
Deferred income 419,648 36,550
------------- -------------
TOTAL CURRENT LIABILITIES 9,724,231 3,132,606
TOTAL LIABILITIES 9,724,231 3,132,606
------------- -------------
Shareholders' equity:
Common stock, $.01 par value. Authorized
75,000,000 shares; issued and outstanding
33,173,943 shares at March 31, 1998,
and 32,998,443 shares at December 31, 1997 331,739 329,984
Additional paid-in capital 110,526,059 109,682,282
Unamortized value of restricted stock (202,279) (50,716)
Cumulative translation adjustment 6,898 6,903
Accumulated deficit (93,892,406) (84,217,508)
------------- -------------
TOTAL SHAREHOLDERS' EQUITY 16,770,011 25,750,945
------------- -------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 26,494,242 $ 28,883,551
============= =============
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
ANGEION CORPORATION
Consolidated Statements of Operations
For the Three Months Ended March 31, 1998 and 1997
(Unaudited)
Three Months Ended
March 31,
1998 1997
------------ ------------
Net sales $ 354,997 $ 715,685
Operating expenses:
Manufacturing 1,844,621 1,858,312
Research and development 5,347,456 4,607,081
Selling, general and administrative 2,614,159 1,469,065
------------ ------------
Total operating expenses 9,806,236 7,934,458
------------ ------------
OPERATING LOSS (9,451,239) (7,218,773)
------------ ------------
Other income (expense), net:
Equity net loss in joint venture (317,876) --
Interest expense (19,931) (29,425)
Interest income 114,148 368,671
------------ ------------
Other income (expense) (223,659) 339,246
------------ ------------
NET LOSS $ (9,674,898) $ (6,879,527)
============ ============
NET LOSS PER SHARE $ (.29) $ (.24)
============ ============
Weighted average number of common shares
outstanding 33,091,321 28,802,275
============ ============
See accompanying notes to consolidated financial statements.
<PAGE>
ANGEION CORPORATION
Consolidated Statements of Cash Flows
For the Three Months Ended March 31, 1998 and 1997
(Unaudited)
<TABLE>
<CAPTION>
1998 1997
------------ ------------
OPERATING ACTIVITIES:
<S> <C> <C>
Net loss $ (9,674,898) $ (6,879,527)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization 798,338 439,579
Compensation expense on grant of stock and stock options 448,969 175,359
Loss on disposal of fixed assets 401,008 --
Equity net loss in joint venture 317,876 --
Changes in operating assets and liabilities:
Accounts receivable (451,669) 71,031
Inventory (586,958) (992,318)
Prepaid expenses and other current assets (876,157) (141,247)
Accounts payable 379,268 669,973
Accrued expenses 820,561 67,457
Deferred income 383,098 --
------------ ------------
Net cash used in operating activities (8,040,564) (6,589,693)
------------ ------------
INVESTING ACTIVITIES:
Purchase of short-term investments -- (241,831)
Proceeds from maturities of short-term investments -- 7,000,000
Investment in joint venture, net (2,000,000) --
Payments for purchases of property and equipment (1,299,300) (1,355,982)
------------ ------------
Net cash provided by (used in) investing activities (3,299,300) 5,402,187
------------ ------------
FINANCING ACTIVITIES:
Net proceeds from issuance of debt and capital lease 5,009,279 --
------------
Proceeds from exercise of stock options and warrants -- 98,250
------------ ------------
Net cash provided by financing activities 5,009,279 98,250
------------ ------------
EFFECT OF EXCHANGE RATE ON CASH AND CASH EQUIVALENTS (1,598) 7,030
NET DECREASE IN CASH AND CASH EQUIVALENTS (6,332,183) (1,082,226)
Cash and cash equivalents:
Beginning of period 14,052,115 2,037,954
------------ ------------
End of period $ 7,719,932 $ 955,728
============ ============
Supplemental disclosure of cash flow information:
Cash paid during the period for interest $ 19,321 $ 29,425
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
ANGEION CORPORATION
Form 10-Q
March 31, 1998
Notes to Consolidated Financial Statements
1. BASIS OF PRESENTATION
In October, 1997, the Board of Directors approved a change in the Company's
fiscal year from July 31 to December 31. The unaudited consolidated financial
statements have been prepared by the Company in accordance with generally
accepted accounting principles, pursuant to the published rules and regulations
of the Securities and Exchange Commission. Accordingly, certain information and
footnote disclosures normally included in financial statements have been
omitted or condensed pursuant to such rules and regulations. The accompanying
unaudited consolidated financial statements should be read in conjunction with
the consolidated financial statements and related notes included in the
Company's 1997 Annual Report to Shareholders.
The information furnished reflects, in the opinion of the management of Angeion
Corporation, all adjustments, (of a normally recurring nature), necessary to
present a fair statement of the results for the period presented.
2. NET LOSS PER SHARE
In the five-month period ended December 31, 1997, the Company adopted Statement
of Financial Accounting Standards No. 128 ("SFAS 128"), "Earnings Per Share."
SFAS 128 requires replacing primary and fully diluted earnings per share
("EPS") with basic and diluted EPS for all periods presented. The adoption of
this statement had no impact on the financial results of operations of the
Company, as the Company recorded a net loss from operations.
3. INCOME (LOSS) OF JOINT VENTURE
On January 1, 1998, the Company's 50 percent-owned joint venture, Ela-Angeion,
LLC (Ela-Angeion), began operations. A proportional amount of the income (loss)
from the joint venture will be accounted for under the Equity Method and will
appear as a component of Other Income (Loss) on the Statement of Operations
after eliminating intercompany profits or loss of all assets still remaining on
the books of the joint venture at the end of the reporting period.
4. REPORTING COMPREHENSIVE INCOME
In 1997, the Financial Accounting Standards Board (the "FASB") issued Statement
of Financial Accounting Standards ("SFAS") No. 130, "Reporting Comprehensive
Income". This statement does not change the reporting of net income (loss).
However, it requires that all items that are required to be recognized under
accounting standards as components of comprehensive income be reported in a
separate financial statement that is displayed with the same prominence as
other financial statements. This statement also requires that an enterprise
display the accumulated balance of other comprehensive income separately from
retained earnings and paid-in-capital in the equity section of a statement of
financial position. The Company adopted this statement on January 1, 1998, but
does not have significant comprehensive income components to report at March
31,1998.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
The Company's operations consist of the research and development efforts of its
two divisions, the implantable cardioverter defibrillator group and the catheter
ablation group. These divisions develop and manufacture medical devices to treat
various types of arrhythmias (irregular heartbeats). In November 1995, the
Company established a European subsidiary, Angeion Europe Ltd. ("Angeion
Europe"), to facilitate clinical studies of its ICDs and expand its European
business activities. For the same reasons, a German subsidiary, Angeion GmbH,
was established by the Company in October, 1996. The results of the
subsidiaries' operations are included in the consolidated financial statements
of the Company. On January 1, 1998, the Company's 50 percent-owned joint
venture, Ela-Angeion, LLC (Ela-Angeion), began operations. A proportional amount
of the income (loss) of Ela-Angeion appears in the other income (expense)
section of the Statement of Operations.
LIQUIDITY AND CAPITAL RESOURCES
The Company's liquidity needs have related to, and are expected to continue to
relate to, expansion of clinical studies; research and development activities of
its ICD and catheter ablation divisions; scale-up and expansion of the Company's
manufacturing and marketing activities; funding of Ela-Angeion; and general
corporate purposes including working capital. The Company has financed its
liquidity needs through the sale of Common Stock and other equity securities and
the issuance of long-term debt and notes payable.
Net cash used in operating activities increased to $8,040,564 in the three-month
period ended March 31, 1998 compared to $6,589,693 in the three-month period
ended March 31, 1997. The cash used during these periods related to research and
development activities of the Company's ICD and catheter ablation divisions
(including clinical studies), as well as increases in the manufacturing capacity
in the ICD division.
Investing activities utilized cash of $3,299,300 in the three-month period ended
March 31, 1998 and provided cash of $5,402,187 in the three-month period ended
March 31, 1997. The cash provided from maturity of marketable securities in the
1997 period were generated from U.S. Treasury Bills, which were purchased as
part of a U.S. Treasury Bill ladder established in August 1996, with monthly
maturities timed to meet the Company's liquidity needs. In January, 1998, the
Company invested $2,000,000 in Ela-Angeion. The Company also utilized $1,299,300
and $1,355,982 to purchase property and equipment in the three-month periods
ended March 31, 1998 and 1997, respectively. During the three-month period ended
March 31, 1998, purchases of property and equipment related primarily to
facilitating the Company's new offices in Brooklyn Park. During the three-month
period ended March 31, 1997, purchases of property and equipment related
primarily to increasing manufacturing capacity and expanding the research and
development capabilities.
On March 11, 1998, the Company borrowed $5,000,000 from RGC International
Investors, LDC ("Rose Glen") pursuant to a Convertible Senior Note (the "Interim
Financing"). In connection with the Interim Financing, the Company issued Rose
Glen warrants to purchase an aggregate of 970,000 shares of Common Stock. On
April 15, 1998, the Company repaid the Interim Financing together with accrued
interest in full. In consideration of early payment, warrants for an aggregate
of 242,500 shares of Common Stock were canceled. The remaining warrant for
727,500 shares of Common Stock (the "Rose Glen Warrant") is exercisable until
March 11, 2003.
On April 14, 1998, the Company completed a private placement of $22,150,000
principal amount of 7 1/2 percent Senior Convertible Notes due 2003 (the
"Notes"), which resulted in net proceeds to the Company of approximately
$20,000,000. The Notes were issued pursuant to an Indenture between the Company
and U.S. Bank National Association, as trustee (the "Indenture"). Interest on
the Notes is payable semi-annually on April 15 and October 15 of each year,
commencing on October 15, 1998. The Notes are convertible into Common Stock at
any time after July 13, 1998 and prior to maturity, unless previously redeemed,
at a conversion price of $3.0516 per share (the "Conversion Price"), subject to
adjustment upon the occurrence of certain events. The
<PAGE>
Conversion Price will be reduced on December 18, 1998 to the lower of: (a) the
previously applicable Conversion Price, or (b) the average of the last reported
sale price of the Common Stock as reported by the Nasdaq National Market for the
five consecutive business days ending on the last full trading day prior to
December 18, 1998; provided, however, that in no event will the Conversion Price
be reduced below $1.5258.
On or after April 14, 2001, the Notes will be redeemable at the option of the
Company, in whole or in part, upon not less than 30 nor more than 60 days' prior
written notice at a redemption price equal to 100 percent of the principal
amount thereof, together with accrued and unpaid interest and liquidated
damages, if any, up to the redemption date. Upon the occurrence of a "change in
control" or the delisting of the Common Stock from the Nasdaq National Market
System, each holder of the Notes has the right to require the Company to
repurchase all or any part of such holder's Notes at a repurchase price equal to
101 percent of the principal amount thereof, together with accrued and unpaid
interest and liquidated damages, if any. Upon the occurrence of an "Event of
Default" under the Indenture, the Trustee or the holders of at least 25 percent
in principal amount of the then outstanding Notes may declare all the Notes to
be due and payable immediately.
At March 31, 1998, the Company had cash and cash equivalents of $7,719,932.
Assuming the Company's operations progress as anticipated (of which there can be
no assurance), the Company believes that its existing balances of cash and cash
equivalents, along with cash generated from operations, the Notes, and
additional investments by Synthelabo, should provide sufficient capital through
Calendar 1999. To the extent that the Company's operations do not progress as
anticipated, however, additional capital may be needed sooner. The timing of the
Company's capital needs and the amount of capital needed will depend on a number
of factors, including: progress with clinical studies; time and costs involved
in obtaining regulatory approvals; costs involved in filing, prosecuting and
enforcing patents or defending against patent infringement claims; competing
technological and market developments; costs of manufacturing and marketing
scale-up; funding needs of Ela-Angeion; potential acquisitions of businesses,
products, and technologies; the ability of the Company to maximize its
international sales through the selling and marketing agreement with ELA
Medical, S.A.; and the ability of the Company to increase the number of U.S.
implants through Ela-Angeion, which has exclusive selling and marketing rights
within the U.S.
RESULTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 1998 COMPARED TO THE THREE MONTHS ENDED MARCH 31,
1997
Net sales decreased 50 percent to $354,997 for the three-month period ended
March 31, 1998 compared to $715,685 for the three-month period ended March 31,
1997. In the three-month period ended March 31, 1998, revenue consisted of sales
of ICDs through Ela-Angeion offset by an increase in the sales return allowance.
In the three-month period ended March 31, 1997, sales were generated from U.S.
clinical implants and international sales in Europe.
Manufacturing expense decreased 1 percent to $1,844,621 for the three-month
period ended March 31, 1998 compared to $1,858,312 for the three-month period
ended March 31,1997. The decrease was primarily due to a decrease in cost of
goods sold offset by an increase in the expense associated with the new model
2020 ICD, which had its first implant in March 1998.
Research and development expense increased 16 percent to $5,347,456 for the
three-month period ended March 31, 1998 compared to $4,607,081 for the
three-month period ended March 31, 1997. This increase was due to the costs
associated with the development of prototypes for the new models of ICDs
currently in product development. Research and development activity related to
the development of the ICDs accounted for $4,791,602 of the expense for the
three-month period ended March 31, 1998, while the catheter ablation development
activities accounted for $555,854 of the expense. Research and development
expenses will continue to increase, reflecting the Company's intent to move
these and other new products through development and human clinical studies as
rapidly as possible during Calendar 1998.
<PAGE>
Selling, general and administrative expense increased 78 percent to $2,614,159
for the three-month period ended March 31, 1998 compared to $1,469,065 for the
three-month period ended March 31, 1997. This increase was primarily due to an
increase in legal costs, non-cash compensation associated with restricted stock
grants and approximately $400,000 of expense incurred on disposal of assets
relating to the Company's move to its new facility.
Interest income decreased 69 percent to $114,148 for the three-month period
ended March 31, 1998 compared to $368,671 for the three-month period ended March
31, 1997. The decrease was due to the lower average invested cash balances in
the three-month period ended March 31, 1998, compared to the three-month period
ended March 31, 1997.
The net loss increased to $9,674,898, or $.29 per share in the three-month
period ended March 31, 1998, compared to $6,879,527, or $.24 per share the
three-month period ended March 31, 1997.
CERTAIN IMPORTANT FACTORS
This Form 10-Q contains certain forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995. For this purpose, 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
foregoing, words such as "may", "will", "expect", "believe", "anticipate",
"estimate", or "continue" or comparable terminology are intended to indicate
forward-looking statements. These statements by their nature involve
substantial risks and uncertainties. Actual results may differ materially
depending on a variety of factors, including, but not limited to, the
following: progress with clinical trials; time and costs involved in obtaining
regulatory approvals; costs involved in filing, prosecuting and enforcing
patents and defending against patent infringement claims; competing
technological and market developments; costs of manufacturing and marketing
scale-up; funding needs of the joint venture; need to obtain additional
capital; and success of the strategic alliance with Synthelabo may prove to be
important in affecting the business and results of operations of Angeion.
Additional information with respect to the risks and uncertainties faced by the
Company may be found in, and the prior discussion is qualified in its entirety
by, the Risk Factors contained in the Company's Current Report of Form 8-K as
filed with the SEC on April 20, 1998, a copy of which is available from the
Company upon request.
<PAGE>
PART II
ITEM 1. LEGAL PROCEEDINGS.
Mayfield International, Inc. filed a two-count complaint against Angeion
Corporation in August 1996. On February 5, 1998, the Hennepin County District
Court granted Angeion Corporation partial summary judgment and dismissed the
claims in count two of the complaint with prejudice. The claim set forth in
count one of the complaint proceeded to trial before a jury in April 1998. On
April 17, 1998, the jury returned a special verdict in favor of Angeion
Corporation dismissing the claim in count one of the complaint with prejudice.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.
On March 11, 1998, the Company borrowed $5,000,000 from RGC International
Investors, LDC ("Rose Glen") pursuant to a Convertible Senior Note (the "Interim
Financing"). In connection with the Interim Financing, the Company issued Rose
Glen three warrants to purchase an aggregate of 970,000 shares of Common Stock
at an exercise price equal to the lower of $3.86 or 125 percent of the average
of the closing bid prices of the Common Stock over the five trading days ending
on June 9, 1998. On April 15, 1998, the Company repaid the Interim Financing
together with accrued interest in full. In consideration of early payment, the
warrants for an aggregate of 242,500 shares of Common Stock were canceled. The
remaining warrant for 727,500 shares of Common Stock is exercisable until March
11, 2003. Commencing March 11, 2001, in the event that the closing bid price of
the Common Stock exceeds 200 percent of the Exercise Price for 15 trading days
in any 20 consecutive trading day period (provided that the closing bid price on
the last trading day of such period exceeds 200 percent of the Exercise Price),
the Rose Glen Warrant is callable at the option of the Company for $.001. In
consideration for their services rendered in connection with the Interim
Financing, the Company issued 25,000 shares of Common Stock to Perpetual Growth
Advisors on March 11, 1998.
On April 14, 1998, the Company completed a private placement of $22,150,000
principal amount of 7 1/2 percent Senior Convertible Notes due 2003 (the
"Notes"). The Notes were issued pursuant to an Indenture between the Company and
U.S. Bank National Association, as trustee (the "Indenture"). The Notes are
convertible into Common Stock at any time after July 13, 1998 and prior to
maturity, unless previously redeemed, at a conversion price of $3.0516 per share
(the "Conversion Price"), subject to adjustment upon the occurrence of certain
events. The Conversion Price will be reduced on December 18, 1998 to the lower
of: (a) the previously applicable Conversion Price, or (b) the average of the
last reported sale price of the Common Stock as reported by the Nasdaq National
Market for the five consecutive business days ending on the last full trading
day prior to December 18, 1998; provided, however, that in no event will the
Conversion Price be reduced below $1.5258. See "Part I. Item 2 -- Management's
Discussion and Analysis of Financial Condition and Results of Operations --
Liquidity and Capital Resources" for a discussion of additional terms of the
Notes.
In consideration of their services rendered in connection with the offering of
the Notes, the Company issued to each of HSBC Securities, Inc. and Prudential
Securities Incorporated a warrant to purchase 181,462 shares of Common Stock at
an initial exercise price of $2.90625 per share. The exercise price will be
reduced on December 18, 1998 to the lower of: (a) the previously applicable
exercise price, or (b) the average of the last reported sale price of the Common
Stock as reported by the Nasdaq National Market for the five consecutive
business days ending on the last full trading day prior to December 18, 1998;
provided, however, that in no event will the exercise price be reduced below
$1.5258.
In issuing such securities, the Company relied upon Section 4(2) of the
Securities Act as a transaction by an issuer not involving any public offering.
In connection with such transactions, the purchasers represented their intention
to acquire the securities for investment only and not with a view to, or for
sale in connection with, any distribution thereof, and appropriate legends were
affixed to the securities issued in such transactions. The purchasers had
adequate access to information about the Company.
<PAGE>
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
The Special Meeting of the Shareholders of the Company was held on March
17,1998. The following matter was voted on and approved by the Company's
shareholders at the Special Meeting. The tabulation of votes with respect to the
following matter voted on at the Special Meeting is set forth as follows:
1. INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK OF THE
COMPANY FROM 50,000,000 TO 75,000,000.
For Against Abstain Broker Non-Vote
--- ------- ------- ---------------
28,320,665 750,014 129,451 0
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
Item No. Item Method of Filing
-------- ---- ----------------
27.1 Financial Data Schedule Filed herewith electronically
(b) A current report on Form 8-K, dated April 17, 1998, was filed during
the three months ended March 31, 1998, pursuant to Item 5. This filing
was made in reference to the Company's risk factors and uncertainties.
No financial statements were included in this filing.
<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.
ANGEION CORPORATION
Dated: May 15, 1998 By: /s/ Whitney A. McFarlin
---------------------------
Whitney A. McFarlin
President and Chief Executive Officer
(principal executive and financial officer)
By: /s/ Peg O. Norris
---------------------------
Peg O. Norris
Corporate Controller
(principal accounting officer)
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-31-1998
<PERIOD-END> MAR-31-1998
<CASH> 7,719,932
<SECURITIES> 0
<RECEIVABLES> 860,041
<ALLOWANCES> 102,000
<INVENTORY> 7,476,102
<CURRENT-ASSETS> 17,138,444
<PP&E> 11,026,474
<DEPRECIATION> 4,086,966
<TOTAL-ASSETS> 26,494,232
<CURRENT-LIABILITIES> 9,724,231
<BONDS> 0
0
0
<COMMON> 331,739
<OTHER-SE> 16,438,272
<TOTAL-LIABILITY-AND-EQUITY> 26,494,242
<SALES> 354,997
<TOTAL-REVENUES> 354,997
<CGS> 1,844,621
<TOTAL-COSTS> 1,844,621
<OTHER-EXPENSES> 7,961,616
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 19,931
<INCOME-PRETAX> (9,674,898)
<INCOME-TAX> 0
<INCOME-CONTINUING> (9,674,898)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (9,674,898)
<EPS-PRIMARY> (.29)
<EPS-DILUTED> (.29)
</TABLE>
