CYBERCASH INC
10-Q, 1996-08-14
COMPUTER INTEGRATED SYSTEMS DESIGN
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<PAGE>   1
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
                       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 JUNE 30, 1996
                                         OR
/ /    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934
 
                        COMMISSION FILE NUMBER: 0-27470
 
                          ---------------------------
 
                                CYBERCASH, INC.
             (Exact name of registrant as specified in its charter)
 
<TABLE>
        <S>                                     <C>
                       DELAWARE                               54-1725021
           (State or other jurisdiction of                 (I.R.S. Employer
            incorporation or organization)               Identification No.)
</TABLE>
 
                     2100 RESTON PARKWAY, RESTON, VA 22091
          (Address of principal executive offices, including zip code)
 
       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (703) 620-4200
 
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.
 
<TABLE>
     <S>                                      <C>
          COMMON STOCK, $0.001 PAR VALUE                  10,633,569 SHARES
          ------------------------------           ------------------------------
                      (CLASS)                      (OUTSTANDING AT JUNE 30, 1996)
</TABLE>
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>   2
 
                               TABLE OF CONTENTS
 
<TABLE>
<CAPTION>
                                                                                     PAGE NO.
                                                                                     --------
<S>        <C>                                                                       <C>
PART I.    FINANCIAL INFORMATION
Item 1.    Financial Statements....................................................      2
           Consolidated Statements of Operations for the three and six months ended
             June 30, 1995 and 1996 and for the period from August 29, 1994
             (inception) to June 30, 1996..........................................      2
           Consolidated Balance Sheets at December 31, 1995 and June 30, 1996......      3
           Consolidated Statements of Cash Flows for the six months ended June 30,
             1995 and 1996 and for the period from August 29, 1994 (inception) to
             June 30, 1996.........................................................      4
           Notes to Consolidated Financial Statements..............................      5
Item 2.    Management's Discussion and Analysis of Financial Condition and Results
             of Operations.........................................................      7
PART II.   OTHER INFORMATION
Item 1.    Legal Proceedings.......................................................     10
Item 2.    Changes in Securities...................................................     10
Item 3.    Defaults Upon Senior Securities.........................................     10
Item 4.    Submission of Matters to a Vote of Security-Holders.....................     10
Item 5.    Other Information.......................................................     10
Item 6.    Exhibits and Reports on Form 8-K........................................     10
           Signatures..............................................................     11
Exhibit Index......................................................................     12
</TABLE>
<PAGE>   3
 
                        PART 1 -- FINANCIAL INFORMATION
 
ITEM 1.  FINANCIAL STATEMENTS
 
                                CYBERCASH, INC.
                         (A DEVELOPMENT STAGE COMPANY)
 
                     CONSOLIDATED STATEMENTS OF OPERATIONS
 
<TABLE>
<CAPTION>
                                                                                          PERIOD FROM
                                  THREE MONTHS ENDED            SIX MONTHS ENDED        AUGUST 29, 1994
                                       JUNE 30,                     JUNE 30,             (INCEPTION) TO
                               -------------------------   --------------------------       JUNE 30,
                                  1995          1996          1995           1996             1996
                               -----------   -----------   -----------   ------------   ----------------
<S>                            <C>           <C>           <C>           <C>            <C>
Revenues.....................  $        --   $    16,086   $        --   $     37,705     $     37,705
Costs and expenses:
  Research and development...    1,170,733     3,915,326     2,076,525      6,761,790       13,330,793
  Sales and marketing........      329,420     2,111,687       466,899      3,258,126        5,086,691
  General and
     administrative..........      517,069       916,042     1,275,271      1,931,713        4,851,013
                               -----------   -----------   -----------   ------------   ----------------
Loss from operations.........   (2,017,222)   (6,926,969)   (3,818,695)   (11,913,924)     (23,230,792)
Interest and other income....        1,070       705,947        12,706      1,078,033        1,235,212
                               -----------   -----------   -----------   ------------   ----------------
Net loss.....................  $(2,016,152)  $(6,221,022)  $(3,805,989)  $(10,835,891)    $(21,995,580)
                                ==========    ==========    ==========    ===========     ============
Net loss per share...........  $     (0.50)  $     (0.59)  $     (0.95)  $      (1.28)
                                ==========    ==========    ==========    ===========
Weighted average shares
  outstanding................    4,002,074    10,633,569     4,002,074      8,467,357
                                ==========    ==========    ==========    ===========
</TABLE>
 
                            See accompanying notes.
 
                                        2
<PAGE>   4
 
                                CYBERCASH, INC.
                         (A DEVELOPMENT STAGE COMPANY)
 
                          CONSOLIDATED BALANCE SHEETS
 
<TABLE>
<CAPTION>
                                                                    DECEMBER 31,     JUNE 30,
                                                                        1995           1996
                                                                    ------------   ------------
                                            ASSETS
<S>                                                                 <C>            <C>
Current assets:
  Cash and cash equivalents.......................................  $  5,294,622   $  2,433,821
  Short-term investments..........................................            --     49,062,800
  Accounts receivable.............................................            --         24,869
  Prepaid expenses................................................       399,515        404,783
                                                                    ------------   ------------
          Total current assets....................................     5,694,137     51,926,273
Property and equipment, net.......................................     1,566,918      4,139,791
Other assets......................................................       125,169        502,216
                                                                    ------------   ------------
          Total assets............................................  $  7,386,224   $ 56,568,280
                                                                     ===========    ===========
<CAPTION>
                        LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
<S>                                                                 <C>            <C>
Current liabilities:
  Accounts payable and accrued expenses...........................  $  2,273,022   $  3,981,809
                                                                    ------------   ------------
Total current liabilities.........................................     2,273,022      3,981,809
Commitments
Redeemable convertible Preferred Stock, $.001 par value; 9,763,637
  shares authorized:
  Series A Preferred Stock, 2,500,000 shares designated, issued
     and outstanding at December 31, 1995.........................     5,000,000             --
  Series B Preferred Stock, 2,381,819 shares designated; 2,200,000
     shares issued and outstanding at December 31, 1995...........    11,003,783             --
  Series B Preferred Stock warrants...............................        90,909             --
                                                                    ------------   ------------
                                                                      16,094,692             --
Stockholders' equity (deficit):
  Common Stock, $.001 par value; 20,000,000 shares authorized,
     2,062,500 and 10,633,569 shares issued and outstanding as of
     December 31, 1995 and June 30, 1996, respectively............         2,063         10,634
  Additional paid-in capital......................................     1,981,843     76,319,460
  Deficit accumulated during the development stage................   (11,159,689)   (21,995,580)
  Cumulative translation adjustment...............................            --        (13,802)
  Receivable from sale of Common Stock............................    (1,156,908)    (1,190,532)
  Unearned compensatory stock options.............................      (648,799)      (543,709)
                                                                    ------------   ------------
          Total stockholders' equity (deficit)....................   (10,981,490)    52,586,471
                                                                    ------------   ------------
          Total liabilities and stockholders' equity (deficit)....  $  7,386,224   $ 56,568,280
                                                                     ===========    ===========
</TABLE>
 
                            See accompanying notes.
 
                                        3
<PAGE>   5
 
                                CYBERCASH, INC.
                         (A DEVELOPMENT STAGE COMPANY)
 
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
 
<TABLE>
<CAPTION>
                                                                                       PERIOD FROM
                                                             SIX MONTHS ENDED        AUGUST 29, 1994
                                                                 JUNE 30,            (INCEPTION) TO
                                                        --------------------------      JUNE 30,
                                                           1995           1996            1996
                                                        -----------   ------------   ---------------
<S>                                                     <C>           <C>            <C>
OPERATING ACTIVITIES
Net loss..............................................  $(3,805,989)  $(10,835,891)   $ (21,995,580)
Adjustments to reconcile net loss to net cash used in
  operating activities:
  Depreciation........................................       97,876        518,495          875,296
  Accrued interest on receivable from sale of
     Common Stock.....................................           --        (33,624)         (45,832)
  Issuance of Common Stock and warrants for
     services.........................................           --             --           26,850
  Compensation expense related to stock options.......       33,745        105,090          208,447
  Changes in operating assets and liabilities:
     Accounts receivable..............................           --        (24,869)         (24,869)
     Prepaid expenses.................................      (12,916)        (5,268)        (404,783)
     Deposits and other assets........................      (43,462)      (377,047)        (502,216)
     Accounts payable and accrued expenses............      694,144      1,708,787        3,981,809
     Due to related parties...........................       78,907             --               --
                                                        -----------   ------------   --------------
Net cash used in operating activities.................   (2,957,695)    (8,944,327)     (17,880,878)
INVESTING ACTIVITIES
Purchases of property and equipment...................     (713,726)    (3,091,368)      (5,015,087)
                                                        -----------   ------------   --------------
Net cash used in investing activities.................     (713,726)    (3,091,368)      (5,015,087)
FINANCING ACTIVITIES
Proceeds from issuance of Common Stock................           --     58,237,694       58,363,644
Proceeds from issuance of Preferred Stock.............    2,316,655             --       15,938,033
Proceeds from issuance of Preferred Stock warrants....           --             --           90,909
                                                        -----------   ------------   --------------
Net cash provided by financing activities.............    2,316,655     58,237,694       74,392,586
                                                        -----------   ------------   --------------
Net increase (decrease) in cash and cash
  equivalents.........................................   (1,354,766)    46,201,999       51,496,621
Cash and cash equivalents at beginning of period......    1,473,345      5,294,622               --
                                                        -----------   ------------   --------------
Cash and cash equivalents at end of period............  $   118,579   $ 51,496,621    $  51,496,621
                                                        ===========   ============   ==============
</TABLE>
 
                            See accompanying notes.
 
                                        4
<PAGE>   6
 
                                CYBERCASH, INC.
                         (A DEVELOPMENT STAGE COMPANY)
 
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
1. ORGANIZATION AND NATURE OF OPERATIONS
 
     CyberCash, Inc. (the "Company" or "CyberCash") was incorporated on August
29, 1994 in the State of Delaware and has been in the development stage since
its formation. The Company is a leading developer of software and service
solutions for secure, cost-effective, convenient and rapid payments over the
Internet. The Company's system is designed to facilitate Internet commerce by
enabling financial transactions between individuals, businesses and financial
institutions.
 
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
BASIS OF PRESENTATION
 
     The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principles for
interim financial information and the instructions to Form 10-Q and Article 10
of Regulation S-X, which does not include all of the information and footnotes
required by generally accepted accounting principles considered necessary for a
fair presentation. Operating results for the three and the six month period
ended June 30, 1996 are not necessarily indicative of the results that may be
expected for the year ended December 31, 1996. The financial information set
forth herein should be read in conjunction with the Company's audited
consolidated financial statements included in the Company's Prospectus dated
February 15, 1996, relating to the Company's initial public offering and filed
with the Securities and Exchange Commission.
 
CASH AND CASH EQUIVALENTS
 
     The Company considers all highly liquid instruments purchased with a
maturity of less than three months to be cash equivalents. The Company's
short-term investments consist of certificates of deposit, banker's acceptances
and repurchase agreements of major banks and institutions, obligations of the
Treasury and U.S. Government agencies, and commercial paper, having maturities
of less than three months. These securities are recorded at cost, which
approximates fair value.
 
NET LOSS PER SHARE
 
     The Company's net loss per share calculations are based on the weighted
average number of shares of Common Stock outstanding. Pursuant to the
requirements of the Securities and Exchange Commission staff accounting bulletin
No. 83, the Company included the effect of the redeemable convertible Preferred
Stock, redeemable convertible Preferred Stock warrants, Common Stock, and
options to purchase Common Stock in the weighted average shares outstanding for
the three and six months ended June 30, 1995. However, for the three and six
months ended June 30, 1996, the Company is required to calculate the weighted
average shares outstanding pursuant to APB 15. Therefore, the net loss per share
for the periods is not comparable. APB 15 requires that shares of Common Stock
issuable upon the exercise of stock options and warrants and conversion of
redeemable convertible Preferred Stock are included in the weighted average
shares outstanding only if the effect of their inclusion is dilutive. The
Company has not included such shares of Common Stock in its weighted average
shares outstanding for the three and six month periods ended June 30, 1996 since
the effect is anti-dilutive. Subsequent to the Company's initial public offering
in February 1996, the Company has included Common Stock issued upon conversion
of Preferred Stock, Common Stock issued upon the exercise of the Series B
Preferred Stock warrants and conversion thereof, and Common Stock issued upon
the Company's initial public offering and private placement, in the weighted
average shares outstanding. If the Company had calculated the weighted average
shares outstanding for the three and six month periods ended June 30, 1995 in
accordance with APB 15, the net loss per share and the weighted average shares
outstanding would have been $1.39 and $2.62 per share, respectively, and
1,450,000 and 1,450,000 shares, respectively.
 
                                        5
<PAGE>   7
 
                                CYBERCASH, INC.
                         (A DEVELOPMENT STAGE COMPANY)
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
PRODUCT DEVELOPMENT COSTS
 
     Through June 30, 1996, the Company expensed its product development costs
as research and development costs. It will continue to expense such costs until
such time as the realizability of the Company's software is established.
 
                                        6
<PAGE>   8
 
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS
 
     This Report contains, in addition to historical information,
forward-looking statements that involve risks and uncertainties. The Company's
actual results could differ significantly from the results discussed in the
forward-looking statements. Factors that could cause or contribute to such
differences include those discussed under the caption, "Risk Factors," in the
Prospectus, dated February 15, 1996, issued in connection with the Company's
registration statement on Form S-1, on file with the Securities and Exchange
Commission (the "Prospectus").
 
OVERVIEW
 
     The Company is a development stage company and presently has only a limited
number of individuals, businesses and financial institutions utilizing its
services. The Company commercially released its credit card services in the
first quarter of 1996. It does not expect to commercially release its Electronic
Check and Electronic Coin services until the second half of 1996.
 
     The financial results for the period from August 29, 1994 (inception) to
December 31, 1994 relate to the Company's initial organization, licensing and
software development activities. The Company does not believe that the operating
results from this period provide meaningful comparisons to subsequent periods.
 
RESULTS OF OPERATIONS
 
REVENUES
 
     The Company's service revenues for the three months ended June 30, 1996,
were $16,086. All of these revenues were derived from the Company's credit card
services, which commenced commercial operations in January 1996. Total revenues
for the three months ended March 31, 1996, were $21,619, of which $9,119 was
derived from credit card services (the balance of $12,500 related to
consulting). The Company had no revenues in the three and six months ended June
30, 1995. The Company anticipates realizing only limited revenues during the
remainder of 1996, and the Company's ability to generate significant revenue
thereafter is uncertain.
 
     As of March 31, 1996, approximately 74 merchants were using the Company's
credit card services. As of June 30, 1996, that number had increased to
approximately 128. The revenue earned by the Company from its credit card
services depends on the volume of transactions processed by the Company and the
number of links to banks and processors, and not the number of merchants that
are using its services.
 
     The Company anticipates, however, that there will be significant
competition in the market for secure credit card services on the Internet.
Accordingly, it does not foresee that its credit card services will be a
substantial contributor to its profitability in the near term, if ever. The
Company currently anticipates introducing its CyberCoin service for small
payments on the Internet late in the third quarter or early in the fourth
quarter of 1996. The Company anticipates that this service will generate greater
revenues than the credit card services, although there can be no assurance that
the Company will become profitable.
 
OPERATING EXPENSES
 
     The Company's operating expenses have increased in each quarter since the
Company's inception. The Company believes that operating expenses will continue
to increase in the future as the Company continues the development and release
of its services and expands its operations.
 
     Research and Development.  Research and development expenses consist
primarily of compensation expenses and consulting fees to support the
development of the Company's software, services and technologies. Research and
development expenses were $3,915,326 and $6,761,790 for the three and six months
ended June 30, 1996, respectively, as compared to $1,170,733 and $2,076,525 for
the three and six months ended June 30, 1995, respectively. To date, all of the
Company's software development costs have been expensed as
 
                                        7
<PAGE>   9
 
incurred. It will continue to expense such costs until such time as the
realizability of the Company's software is established. The Company anticipates
that its research and development expenses will continue to increase.
 
     Sales and Marketing.  Sales and marketing expenses consist primarily of
salaries, commissions, consulting fees, trade show expenses, and advertising and
marketing costs. Sales and marketing expenses were $2,111,687 and $3,258,126 for
the three and six months ended June 30, 1996, respectively, as compared to
$329,420 and $466,899 for the three and six months ended June 30, 1995,
respectively. The Company anticipates that its sales and marketing expenses will
continue to increase substantially as it introduces its Electronic Check and
CyberCoin services and continues to promote its Electronic Credit Card services.
 
     General and Administrative.  General and administrative expenses consist
primarily of compensation expenses and fees for professional services. General
and administrative expenses were $916,042 and $1,931,713 for the three and six
months ended June 30, 1996, respectively, as compared to $517,069 and $1,275,271
for the three and six months ended June 30, 1995, respectively. The Company
anticipates that its general and administrative expenses will continue to
increase.
 
LIQUIDITY AND CAPITAL RESOURCES
 
     Prior to its initial public offering, the Company financed its operations
primarily through private placements of Preferred Stock in October 1994 and
August and September 1995, which provided net proceeds to the Company of
approximately $16 million. The public offering and the private placement to
SOFTBANK Holdings, Inc., together yielded net proceeds of approximately
$58,253,000. At June 30, 1996, the Company had approximately $51.5 million in
cash and cash equivalents and short-term investments as compared to
approximately $59 million at March 31, 1996. The Company has no debt facilities.
 
     The Company has no material commitments other than its facility and
equipment leases. The Company anticipates a substantial increase in its capital
expenditures in 1996.
 
     The Company currently anticipates that its available cash resources
combined with anticipated funds from operations will be sufficient to meet its
presently anticipated working capital and capital expenditure requirements for
at least the next 12 to 15 months. Thereafter, the Company may need to raise
additional funds. The Company may need to raise additional funds sooner in order
to fund more rapid expansion, to develop new or enhanced services, to respond to
competitive pressures or to acquire complementary businesses or technologies. If
additional funds are raised through the issuance of equity securities, the
percentage ownership of the stockholders of the Company will be reduced,
stockholders may experience additional dilution, or such equity securities may
have rights, preferences or privileges senior to those of the holders of the
Company's Common Stock. There can be no assurance that additional financing will
be available when needed on terms favorable to the Company or at all. If
adequate funds are not available or are not available on acceptable terms, the
Company may be unable to develop or enhance products or services, take advantage
of future opportunities, or respond to competitive pressures, which could have a
material adverse effect on the Company's business, financial condition or
operating results. See "Risk Factors -- Dependence on Intellectual Property
Rights; Risk of Infringement; Possible Litigation," and "-- Dilution; Possible
Right to Purchase Additional Shares," in the Registration Statement.
 
CERTAIN BUSINESS RISKS
 
     There can be no assurance that the Company's services and software will be
developed successfully and on a timely basis or that the Company will be
successful in obtaining market acceptance of its services. There can be no
assurance that the Company will be able to achieve or sustain operating
profitability. The market for the Company's Internet payment services is at a
very early stage of development, is rapidly evolving, and is characterized by an
increasing number of market entrants who have introduced or are developing
competing products and services. Virtually all of the Company's current and
potential competitors have longer operating histories, greater name recognition,
larger installed customer bases, significant distribution channels and
significantly greater financial, technical and marketing resources. There can be
no assurance that the
 
                                        8
<PAGE>   10
 
Company will be able to compete effectively with current or future competitors.
The Company expects to experience significant fluctuations in future quarterly
operating results, and it is likely that such quarterly results from time to
time will not meet the expectations of market analysts or investors. The Company
is aware of a Benelux trademark registration for the mark CyberCash, the
application for which was filed by a licensor of the Company in the Benelux
countries in advance of the Company's application to register the mark in the
United States. The licensor also has filed an application, based on the Benelux
registration, to register the mark in the United States. No assurance can be
given as to the ability of the Company to secure registration or use of the
CyberCash name. The Company is and may become subject to Federal, state and
foreign government regulation, which is evolving. If additional regulation were
enacted or if existing regulation were deemed applicable to the Company, such
regulation may render the Company's business more costly, burdensome, less
efficient or impossible.
 
     A description of these and other risks relating to the Company's business
is set forth under the caption "Risk Factors" in the Prospectus.
 
                                        9
<PAGE>   11
 
                          PART II -- OTHER INFORMATION
 
ITEM 1.  LEGAL PROCEEDINGS
 
     None.
 
ITEM 2.  CHANGES IN SECURITIES
 
     None.
 
ITEM 3.  DEFAULTS UPON SENIOR SECURITIES
 
     None.
 
ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS
 
     None.
 
ITEM 5.  OTHER INFORMATION
 
     In July, 1996, Mr. Hatim Tyabji resigned as a director of the Company. The
Board of Directors has elected Mr. Garen Staglin to fill the vacancy thus
created. Mr. Staglin is the Chairman and Chief Executive Officer of Safelite
Glass Corporation. He also serves on the boards of First Data Corporation, Quick
Response Services, Inc., and Grimes Aerospace Corporation. Mr. Staglin is a
graduate of UCLA and Stanford Business School, and is a member of the Advisory
Council of the Stanford Business School and the Board of Governors of the
International Insurance Society. His term will expire at the Company's annual
meeting in 1997.
 
ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K
 
     See Exhibit 11.1.
 
                                       10
<PAGE>   12
 
                                   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.
 
                                                     CyberCash, Inc.
                                          --------------------------------------
                                                       (Registrant)
 
<TABLE>
<S>                                             <C>
Date: August 14, 1996                                      /s/  WILLIAM N. MELTON
                                                ---------------------------------------------
                                                              William N. Melton
                                                   Director, President and Chief Executive
                                                                   Officer
                                                        (Principal Executive Officer)

Date: August 14, 1996                                        /s/  GENE RIECHERS
                                                ---------------------------------------------
                                                                Gene Riechers
                                                           Chief Financial Officer
                                                       (Principal Accounting Officer)
</TABLE>
 
                                       11
<PAGE>   13
 
                                 EXHIBIT INDEX
 
<TABLE>
<CAPTION>
EXHIBIT                                                                                    PAGE NO.
- -------                                                                                    --------
<C>        <S>                                                                                 <C>
  11.1     -- Exhibit regarding calculation of net loss per share........................        13
</TABLE>
 
                                       12

<PAGE>   1
 
                                                                    EXHIBIT 11.1
 
                                CYBERCASH, INC.
                         (A DEVELOPMENT STAGE COMPANY)
 
                  STATEMENT RE: COMPUTATION OF PER SHARE LOSS
 
<TABLE>
<CAPTION>
                                                 THREE MONTHS ENDED           SIX MONTHS ENDED
                                                      JUNE 30,                    JUNE 30,
                                             --------------------------  ---------------------------
                                                 1995          1996          1995          1996
                                             ------------  ------------  ------------  -------------
<S>                                          <C>           <C>           <C>           <C>
Earnings per share:
Weighted average number of common shares
  outstanding..............................     1,450,000    10,633,569     1,450,000      8,467,357
Shares of Series B Preferred Stock and
  warrants issued during the twelve month
  period prior to the initial filing of the
  S-1 (using the treasury stock method)....     1,679,581            --     1,679,581             --
Shares of Common Stock issued during the
  twelve month period prior to the initial
  filing of the S-1 (using the treasury
  stock method)............................       111,838            --       111,838             --
Common equivalent shares from options
  issued during the twelve month period
  prior to the initial filing of the S-1
  (using the treasury stock method)........       760,655            --       760,655             --
                                             ------------  ------------  ------------  -------------
          Total............................     4,002,074    10,633,569     4,002,074      8,467,357
                                             ------------  ------------  ------------  -------------
Loss for the period........................  $(2,016,152)  $(6,221,022)  $(3,805,989)  $(10,835,891)
                                             ------------  ------------  ------------  -------------
Net loss per share.........................       $(0.50)       $(0.59)       $(0.95)        $(1.28)
                                             ============  ============  ============  =============
</TABLE>
 
                                       13

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
QUARTERLY PERIOD ENDED JUNE 30, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FORM 10-Q FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               JUN-30-1996
<CASH>                                       2,433,821
<SECURITIES>                                49,062,800
<RECEIVABLES>                                   24,869
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                            51,926,273
<PP&E>                                       5,015,087
<DEPRECIATION>                                 875,296
<TOTAL-ASSETS>                              56,568,280
<CURRENT-LIABILITIES>                        3,981,809
<BONDS>                                              0
                                0
                                          0
<COMMON>                                        10,634
<OTHER-SE>                                  52,575,837
<TOTAL-LIABILITY-AND-EQUITY>                56,568,280
<SALES>                                              0
<TOTAL-REVENUES>                                37,705
<CGS>                                                0
<TOTAL-COSTS>                                        0
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