<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One)
[X] Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended: June 30, 1999
-------------
[ ] 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 0-23678
-------
BIOSPHERE MEDICAL, INC.
------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
Delaware 04-3216867
- ------------------------------- ------------------------------------
(State or Other Jurisdiction of (IRS Employer Identification Number)
Organization or Incorporation)
111 Locke Drive, Marlborough, Massachusetts 01752
-------------------------------------------------
(Address of Principal Executive Offices) (ZIP Code)
(508) 357-7500
--------------------------------------------------
(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
--- ---
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
Common Stock, par value $.01 per share 8,456,059
- -------------------------------------- -----------------------------
Class Outstanding at August 6, 1999
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BioSphere Medical, Inc.
INDEX
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Page
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Part I - Financial Information
Item 1. Consolidated Financial Statements
Consolidated Condensed Balance Sheets as of
June 30, 1999 and December 31, 1998............................. 3
Consolidated Condensed Statements of Operations for the
Three and Six Month Periods Ended June 30, 1999 and 1998........ 4
Consolidated Condensed Statements of Cash Flows for the
Six Month Periods Ended June 30, 1999 and 1998.................. 5
Notes to Consolidated Condensed Financial Statements............ 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations............................... 8
Item 3. Quantitative and Qualitative Disclosures
About Market Risk................................................. 10
Part II - Other Information................................................ 11
Signatures................................................................. 12
2
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BioSphere Medical, Inc.
CONSOLIDATED CONDENSED BALANCE SHEETS
(Unaudited)
(In thousands)
June 30, December 31,
1999 1998
-------- ------------
ASSETS
Current assets:
Cash and cash equivalents $ 6,945 $ 2,235
Accounts receivable 726 --
Inventories (Note 2) 414 --
Prepaid and other current assets 79 55
-------- --------
Total current assets 8,164 2,290
Net assets of discontinued operations -- 10,325
Property and equipment, net (Note 3) 136 42
Cash held in escrow 1,000 --
Other assets 8 7
-------- --------
Total assets $ 9,308 $ 12,664
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Notes payable, current portion of long-term
debt and capital lease obligations $ 200 $ 2,082
Accounts payable 441 142
Related party payable (Note 4) 46 430
Accrued expenses 1,181 792
-------- --------
Total current liabilities 1,868 3,446
Long-term debt and capital lease obligations,
net of current portion 284 82
-------- --------
Total liabilities 2,152 3,528
======== ========
Minority interest 131 --
Stockholders' equity:
Common stock 84 84
Additional paid-in capital 40,587 40,587
Accumulated deficit (33,638) (31,535)
Cumulative translation adjustment (8) --
-------- --------
Total stockholders' equity 7,025 9,136
-------- --------
Total liabilities and stockholders' equity $ 9,308 $ 12,664
======== ========
The accompanying notes are an integral part
of the consolidated condensed financial statements.
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BioSphere Medical, Inc.
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands, except per share data)
<TABLE>
<CAPTION>
Three-month periods Six-month periods
ended June 30, ended June 30,
------------------- ---------------------
1999 1998 1999 1998
------- ------ ------- ------
<S> <C> <C> <C> <C>
Revenue:
Product sales $ 710 $ 32 $ 990 $ 90
License fees 3 15 3 27
------- ------ ------- ------
Total revenue 713 47 993 117
------- ------ ------- ------
Costs and expenses:
Cost of products sold 428 23 574 55
Research and development 182 9 199 18
Selling, general and administrative 1,141 202 1,744 441
------- ------ ------- ------
Total costs and expenses 1,751 234 2,517 514
------- ------ ------- ------
Loss from continuing operations (1,038) (187) (1,524) (397)
Other income/(expense), net 16 (24) (5) (39)
------- ------ ------- ------
Pretax loss from continuing
operations (1,022) (211) (1,529) (436)
Income tax (2) -- (20) --
------- ------ ------- ------
Loss before minority interest (1,024) (211) (1,549) (436)
Minority interest (1) -- (15) --
------- ------ ------- ------
Net loss from continuing operations (1,025) (211) (1,564) (436)
Income (Loss) from discontinued
operations (103) (324) (539) 25
------- ------ ------- ------
Net loss $(1,128) $ (535) $(2,103) $ (411)
======= ====== ======= ======
Basic and dilutive net loss per share
from continuing operations $ (0.12) $(0.02) $ (0.19) $(0.05)
Basic and dilutive net loss per share
from discontinued operations $ (0.01) $(0.04) $ (0.06) $ 0.00
Basic and dilutive net loss per share $ (0.13) $(0.06) $ (0.25) $(0.05)
Weighted average number of common and
common equivalent shares outstanding 8,456 8,431 8,456 8,431
</TABLE>
The accompanying notes are an integral part
of the consolidated condensed financial statements.
4
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BioSphere Medical, Inc.
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
(In thousands)
Six - month periods
ended June 30,
-----------------------
1999 1998
------- -------
<S> <C> <C>
Cash flows from operating activities:
Net loss $(2,103) $ (411)
Less: Net (loss)/income from discontinued operations (539) 25
------- -------
Net loss from continuing operations (1,564) (436)
Adjustments to reconcile net loss from continuing operations to
net cash used in continuing operating activities:
Depreciation and amortization 8 8
Issuance of warrants -- 30
Minority interest 15 --
Changes in operating asset and liabilities:
Marketable securities -- 146
Accounts receivable 40 --
Inventories (20) --
Prepaid and other current assets (24) (44)
Accounts payable (72) (335)
Related parties payable (384) (159)
Accrued expenses 9 (296)
------- -------
Net cash used in operating activities (1,992) (1,086)
------- -------
Cash flows from investing activities:
Additions to property and equipment (52) --
Increase in restricted cash (1,000) --
Change in other assets (1) 1
------- -------
Net cash provided by/(used in) investing activities (1,053) 1
------- -------
Cash flows from financing activities:
Net (repayments)/borrowings under line of credit agreements (2,032) 1,917
Repayments of long term borrowings (148) (403)
------- -------
Net cash (used in)/provided by financing activities (2,180) 1,514
------- -------
Effect of exchange rate changes on cash and cash equivalents (5) --
------- -------
Net (decrease)/increase in cash and cash equivalents (5,230) 429
Net cash provided by discontinued operations 9,940 366
Cash and cash equivalents at beginning of period 2,235 2,370
------- -------
Cash and cash equivalents at end of period $ 6,945 $ 3,165
======= =======
Acquisition of BioSphere Medical:
Liabilities assumed $(1,493) $ --
Fair value of assets acquired 1,493
------- -------
$ -- $ --
======= =======
</TABLE>
The accompanying notes are an integral part of the consolidated condensed
financial statements.
5
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BioSphere Medical, Inc.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
1. Basis of Presentation
The accompanying consolidated condensed financial statements are
unaudited and have been prepared on a basis substantially consistent
with BioSphere Medical, Inc.'s, f/k/a BioSepra Inc. (the "Company")
annual audited financial statements included in the Company's Form
10-K. The consolidated condensed financial statements include the
accounts of the Company and its subsidiaries. All material intercompany
balances and transactions were eliminated in consolidation.
On February 25, 1999, the Company acquired 51% of the outstanding
common stock of BioSphere Medical, S.A. ("BMSA"), a French societe
anonyme. The Company acquired the 51% ownership by granting an
exclusive license pertaining to certain patents and technology and the
transfer of certain other technology to BMSA. The Company has the
option to acquire the remaining 49% of the outstanding common stock of
BMSA through December 31, 2004, pursuant to the terms of the
acquisition agreement. Additionally, the holder of the remaining 49% of
the outstanding common stock of BMSD has an option to require the
Company to purchase its shares from December 31, 2003 until December
31, 2004 at a price of not less than FF 6,000,000 ($946,000 as of June
30, 1999). The results of operations of BioSphere have been included in
the consolidated condensed statements since the date of acquisition.
On May 17, 1999, the Company completed the sale of substantially all
its assets and the business of BioSepra Inc., other than assets
relating to intracorporeal and "on-line" extracorporeal therapies or
any autologous treatment. Simultaneously with the closing of this
transaction, the Company changed its corporate name from BioSepra Inc.
to BioSphere Medical, Inc. Financial information relative to BioSepra
Inc. is included in the financial statements as Discontinued
Operations.
Certain information and footnote disclosures normally included in the
Company's annual statements have been condensed or omitted. The
consolidated condensed financial statements, in the opinion of
management, reflect all adjustments (including normal recurring
accruals) necessary for a fair statement of the results for the
three-month and six-month periods ended June 30, 1999 and 1998. The
results of operations for the periods are not necessarily indicative of
the results of operations to be expected for the fiscal year. These
consolidated condensed financial statements should be read in
conjunction with the audited financial statements included in the
Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998.
The Company's revolving line of credit expired on April 30, 1999;
however, the Company has signed a term sheet with the bank that, if
fully negotiated and executed, will provide the Company with a
replacement line of credit of $2,000,000. The contemplated line of
credit would include a guarantee by Sepracor Inc., the Company's
majority stockholder ("Sepracor").
Certain prior period amounts have been reclassified to conform to
current reporting, including the impact of the operations of the
Company which were discontinued in the second quarter of fiscal 1999.
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2. Inventories
Inventories consist of the following:
June 30 December 31,
1999 1998
-------- ------------
Raw material $174 $ --
Work in progress 30 --
Finished goods 210 --
------------------
$414 $ --
==================
3. Property and Equipment
Property and equipment consists of the following:
June 30, December 31,
1999 1998
-------- ------------
Equipment $191 $ 77
Less accumulated depreciation and amortization (55) (35)
------------------
Total property & equipment $136 $ 42
==================
4. Related party transactions
The related party payable represents amounts due for certain services
and facilities provided by Sepracor Inc., the Company's majority
stockholder.
In January 1996, the Company entered into a promissory note for
$350,000 with Sepracor. This amount did not bear interest. The Company
utilized the funds for leasehold improvements to the Company's
facilities. As of June 30, 1999, the loan has been fully repaid.
5. Net (Loss)/Income Per Share
Basic net (loss)/income per common share is computed by dividing net
(loss)/income by the weighted average number of common shares
outstanding during the period. Diluted (loss)/income per share is the
same as basic (loss)/income per share as the effects of common stock
equivalents are antidilutive for all periods presented. Total
antidilutive shares of approximately 3,252,736 and 615,000 for the
three months ended June 30, 1999 and 1998, respectively have been
excluded from the calculation of weighted average number of potentially
diluted common shares outstanding.
6. Statements of Cash Flows
Cash payments for interest for the six months ended June 30, 1999 and
1998 were $69,812 and $98,000, respectively.
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7. Comprehensive Income/(Loss)
The Company adopted Statement of Financial Account Standards No. 130 ("SFAS
130"), "Reporting Comprehensive Income", effective January 1, 1998. SFAS
130 established standards for reporting and display of comprehensive
income/loss and its components in the financial statements. The Company's
only item of other comprehensive income/loss relates to foreign currency
translation adjustments, and is presented separately on the balance sheet
as required. If presented on the statement of operations for the six months
ended June 30, 1999, comprehensive income/loss would be approximately $468
greater than reported net income (loss) due to foreign currency
translation adjustments. There was no effect for the corresponding period
of 1998.
8. Discontinued operations
On May 17, 1999, the Company sold substantially all of its assets and
business, other than such assets and business relating to intracorporeal
and "on-line" extracorporeal therapies or any autologous treatment, for
approximately $11.2 million in cash, including $1.0 million which is being
held in escrow, and certain liabilities. The escrow funds are being held in
the event there is a future adjustment to the closing balance sheet of the
assets sold and liabilities assumed as defined in the asset purchase
agreement. In the event no adjustment is required, the funds will be
released on November 17, 2000. Upon the consummation of the sale, BioSepra
Inc. changed its name to BioSphere Medical, Inc. The Company utilized a
portion of the proceeds to pay approximately $880,000 of transaction costs,
to repay approximately $2.0 million of outstanding bank debt, and to repay
approximately $143,000 due to Sepracor.
The net assets included in the sale had a net book value of approximately
$10.5 million on May 17, 1999, which was included in calculating a net loss
for the sale of approximately $70,000. The operations, assets and
liabilities of the business have been presented in accordance with
Accounting Principles Board (APB) Opinion No. 30, Reporting the Results of
Operations--Reporting the Effects of Disposal of a Segment of a Business,
and Extraordinary, Unusual and Infrequently Occurring Events and
Transactions in the accompanying consolidated financial statements.
Accordingly, the operating results of the discontinued business for the
three and six months ended June 30, 1999 and 1998 have been segregated from
the continuing operations and reported as a separate line item on the
consolidated condensed statements of income. The consolidated condensed
balance sheets as of June 30, 1999 and December 31, 1998 have also been
restated to reflect the net assets of the sold business.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Overview
During the three month period ending June 30, 1999 the Company transitioned from
a chromatography based company (included in discontinued operations) to a
medical device business. The Company is implementing its new strategic plan to
develop proprietary spherical biocompatible beads for the treatment of
hypervascularized tumors and arteriovenous malformations, and to further develop
the technology for use in the treatment of uterine fibroids and other disease
indications. To accomplish its strategic plan, the Company completed an
acquisition of a 51% interest in BMSA, by granting an exclusive license
pertaining to certain patents and technology, and the transfer of certain other
technology to BMSA. In addition, the Company completed a sale of substantially
all its assets and the business of BioSepra Inc., other than its assets relating
to intracorporeal and "on-line" extracorporeal therapies or any autologous
treatment, for approximately $11.2 million in cash on May 17, 1999.
Simultaneously, with the closing of this transaction, the Company changed its
corporate name from BioSepra Inc. to BioSphere Medical, Inc. Funds realized from
the sale were used to satisfy certain outstanding
8
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obligations, and the remainder will be sufficient to fund the Company's
development of the medical device business for at least the next twelve months.
Three and Six months ended June 30, 1999 and 1998
Product revenue increased to $710,000 for the three months ended June 30, 1999
from $32,000 for the same period in 1998. Revenue for the six months ended June
30, 1999 increased to $990,000 compared to $90,000 for the same period in 1998.
The increase is attributable to revenue generated through the acquisition of
BMSA on February 25, 1999.
Cost of products sold for the three month period ended June 30, 1999 was
$428,000 compared to $23,000 for the same period in 1998. For the six month
period ended June 30, cost of products sold was $574,000 in 1999 and $55,000 in
1998. The increase was attributable to revenue generated due to the acquisition
of BMSA.
Research and development expenses increased to $182,000 for the three months
ended June 30, 1999 from $9,000 for the same period in 1998. For the six month
period ended June 30, 1999, research and development expenses increased to
$199,000 from $18,000 for the comparable period in 1998. This increase is
primarily attributable to regulatory expenses incurred relative to seeking
embosphere product approval in the United States.
Selling, general and administrative expenses increased to $1,141,000 for the
three months ended June 30, 1999 from $202,000 for the comparable period in
1998. For the six month period ending June 30, 1999, selling, general, and
administrative expenses increased to $1,744,000 from $441,000 for the comparable
period in 1998. The increase is primarily due to the acquisition of BMSA and
other expenses related to the implementation of the Company's new strategic
plan, including personnel costs, recruiting expenses and other expenses
associated with developing a new business.
Other income/(expense), net, was $16,000 for the three months ended June 30,
1999 as compared to other income/(expense), net, of $(24,000) for the comparable
period in 1998. Other income/(expense), net, was $(5,000) for the six months
ended June 30, 1999 as compared to other income/(expense), net of $(39,000) for
the comparable period in 1998. This change is due to interest earned on the
funds received from the sale of the discontinued operations contrasted with
interest expense incurred in the prior year on an outstanding line of credit,
which has been repaid from the proceeds of the sale.
The Company's net loss from continuing operations increased to $1,025,000 for
the three months ended June 30, 1999 compared to a net loss of $211,000 for the
three months ended June 30, 1998. For the first six months of 1999, the
Company's net loss increased to $1,564,000 from $436,000 for the comparable
period in 1998. The increase is primarily due to the ramp up of expenses related
to the implementation of the Company's new strategic plan.
Loss from discontinued operations for the three months ended June 30, 1999
includes a loss of $70,000 related to the sale of the net assets of the
chromatography business.
LIQUIDITY AND CAPITAL RESOURCES
The company historically funded its operations from product sales, license fees,
net proceeds provided from the Company's initial public offering, funds provided
by Sepracor, bank financing and equipment financing leases. As of June 30, 1999,
the Company has $6,945,000 of cash and cash equivalents and $6,874,000 of
working capital. Cash and cash equivalents for the quarter ended June 30, 1999
increased by $4,710,000 from $2,235,000 at December 31, 1998. The Company
utilized cash for operations of $1,992,000 primarily to fund its operating
losses and reduce payables. On May 17, 1999, the Company completed the sale of
its biopharmaceutical drug purification business and research consumable
business for cash. A loss of $70,000 was recognized as a part of its
discontinued operations. The Company generated cash from the sale of its
discontinued operating assets of $9,224,000, including $1,000,000 held in escrow
for any unforeseen liabilities related to the sale that may arise in the next
twelve months. The Company expects that the funds realized from the sale will be
sufficient to fund the Company's development of the medical device business for
at least the next twelve months. The Company used cash in financing activities
of $2,180,000 primarily to repay its bank line of credit.
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The Company has a signed term sheet that, if fully negotiated and executed, will
provide the Company access to a revolving line of credit under which the Company
may borrow up to $2,000,000. This term sheet requires that Sepracor guarantee
the line of credit.
As of June 30, 1999, there was $441,000 outstanding under a French loan by the
Company's majority owned subsidiary, BioSphere Medical, SA. In addition,
Sepracor guarantees certain capital lease obligations of the Company. The
outstanding balance of the capital lease obligation guaranteed by Sepracor was
$42,000 as of June 30, 1999.
FUTURE OPERATING RESULTS
Certain of the information contained in this Quarterly Report on Form 10-Q
consist of forward-looking statements. Without limiting the foregoing, the words
"believes," "anticipates," "plans," "expects," "intends," and similar
expressions are intended to identify forward-looking statements. There are a
number of factors that could cause the Company's actual results to differ
materially from those indicated by such forward-looking statements. These
factors include, without limitation, the factors set forth under the heading
"Management's Discussion and Analysis of Financial Condition and Results of
Operations--Future Operating Results" in the Company's current Annual Report on
Form 10-K which has been filed and is available at the Securities and Exchange
Commission, as well as the following:
In February 1999, the Company completed its acquisition of a 51% interest in
BMSA. The principal purpose for the acquisition was to gain access to product
know-how and CE (European equivalent to the FDA) approval of BMSA's product
Embospheres(TM), a spherical bead used in three medical applications within the
European medical community. BMSA commenced operations in May 1998 as a result
of purchasing several product lines from Guerbet, S.A. There are numerous risks
associated with this acquisition including, among other things, potential
exposure to unknown liabilities of BMSA prior to the acquisition, risks
associated with assimilating its operations and personnel, risks related to the
acquired technologies and with the further development and commercialization of
the technology, potential disruptions in the Company's business resulting from
the acquisition, diversion of management time and attention, and the potential
failure to achieve anticipated financial, operating and strategic benefits from
the acquisition. The future success of the Company will depend largely on its
ability to develop the medical technology of microspheres for use in uterine
fibroids in the United States.
Other factors that may adversely affect the Company's future operating results
include: intense competition from other companies selling or developing
spherical bead products, the loss of any significant customer, risks attendant
to the conduct of business in foreign countries, risks relating to the Company's
ability to maintain meaningful patent protection of its proprietary information,
risks associated with attaining FDA product approval, and the risk of product
liability claims associated with the testing, marketing and sale of the
Company's products.
Because of foregoing factors, the Company believes that period-to-period
comparisons of its financial results are not necessarily meaningful and it
expects that its results of operations may continue to fluctuate from period to
period in the future.
YEAR 2000 COMPLIANCE
The Company is currently working to negate any potential impact of the year 2000
on the processing of date-sensitive information by the Company's computerized
information systems. The year 2000 problem is the result of computer programs
being written using two digits (rather than four) to define the applicable year.
Any of the Company's programs that have time-sensitive software may recognize a
date using "00" as the year 1900 rather than the year 2000, which could result
in miscalculation or system failures. The Company has completed the assessment
of its requirements to become year 2000 compliant and, internally, completed its
remediation and testing of noncompliant systems. In this connection, the Company
upgraded certain of its computer hardware and software, and does not believe it
has any legacy systems that are non-Y2K compliant. The Company estimates that
expenditures to achieve compliance were less than $50,000. In the event that the
Company encounters year 2000 problems, it has a contingency plan in place to
minimize the disruption to its ongoing business operations. For the remainder of
1999, the Company will focus upon the review and status of its suppliers'
readiness; the Company will also test its contingency plan. However, failure of
the Company, its customer or vendors to resolve any compliance issues in a
timely manner, could have an adverse effect on the Company's business, financial
condition and results of operations.
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Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
The Company is subject to market risk in the form of interest rate risk and
foreign currency risk.
The Company's investments in short-term cash equivalents are subject to
interest rate movements, but the time to maturity is very short and therefore
the Company does not believe these exposures are material. The Company, from
time to time, has minor intercompany transactions with its French subsidiary.
The payable is due in local French currency, and therefore the Company may
experience gains, and/or losses upon the payment of this account payable
obligation.
11
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PART II.
OTHER INFORMATION
Items 1 - 3. None
Item 4. Submission of Matters to a Vote of Security Holders
At the Company's Annual Meeting of Stockholders held on June 16, 1999,
the following proposals were adopted by the vote specified below:
<TABLE>
<CAPTION>
Broker
Proposal For Withheld Abstain Non-votes
--------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1. Election of Directors
Timothy J. Barberich 8,040,154 144,000 0
John Carnuccio 8,040,154 144,000 0
William M. Cousins, Jr. 8,040,154 144,000 0
Alexander M. Klibanov, Ph.D. 8,040,154 144,000 0
Paul A. Looney 8,040,154 144,000 0
Riccardo Pigliucci 8,040,154 144,000 0
David P. Southwell 8,040,154 144,000 0
Jean-Marie Vogel 8,040,154 144,000 0
Broker
Proposal For Withheld Abstain Non-votes
--------------------------------------------------------------------------------------------------------------
2. Approve the amendment to the Company's
Certificate of Incorporation 7,971,515 212,339 300 --
3. Approve the amendment to the Company's
1997 Stock Incentive Plan 5,838,035 175,139 14,050 2,156,930
</TABLE>
Item 5. None
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits
None.
b) Reports on Form 8-K
i) Current report on Form 8-K filed on April 29, 1999
ii) Current report on Form 8-K filed on June 2, 1999
iii) Current report on Form 8-K/A filed on August 2, 1999
12
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
BIOSPHERE MEDICAL, INC.
Date: Aug. 16, 1999 /s/ Philip V. Holberton
------------------------------------------
Philip V. Holberton
Chief Financial Officer
(Principal Financial & Accounting Officer)
13
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> JUN-30-1999
<EXCHANGE-RATE> 1
<CASH> 6,945,000
<SECURITIES> 0
<RECEIVABLES> 726,000
<ALLOWANCES> 0
<INVENTORY> 414,000
<CURRENT-ASSETS> 8,164,000
<PP&E> 191,000
<DEPRECIATION> (55,000)
<TOTAL-ASSETS> 9,308,000
<CURRENT-LIABILITIES> 1,868,000
<BONDS> 284,000
0
0
<COMMON> 84,000
<OTHER-SE> 6,941,000
<TOTAL-LIABILITY-AND-EQUITY> 9,308,000
<SALES> 990,000
<TOTAL-REVENUES> 993,000
<CGS> 574,000
<TOTAL-COSTS> 574,000
<OTHER-EXPENSES> 1,943,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 70,000
<INCOME-PRETAX> (1,529,000)
<INCOME-TAX> 20,000
<INCOME-CONTINUING> (1,549,000)
<DISCONTINUED> (539,000)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,103,000)
<EPS-BASIC> (0.19)
<EPS-DILUTED> (0.25)
</TABLE>
