NUKO INFORMATION SYSTEMS INC /CA/
10QSB/A, 1997-05-20
COMPUTER PROGRAMMING, DATA PROCESSING, ETC.
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<PAGE>   1

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                  Form 10-QSB/A

(Mark One)

         (X)  Quarterly Report Pursuant To Section 13 or 15(d) of the Securities
              Exchange Act of 1934. For the Quarterly Period Ended 
              September 30, 1996.
              ------------------

                                       or

         ( )  Transition Report Pursuant to Section 13 or 15(d) of the 
              Securities Exchange Act of 1934.  For the Transition Period to

                         Commission File Number 2-31438

                         NUKO Information Systems, Inc.

         -----------------------------------------------------------------------
         New York                           16-0962874
         -------------------------------    ------------------------------------
         (State of Other Jurisdiction or    (I.R.S. Employer Identification No.)
         Incorporation or Organization)


                   2391 Qume Drive, San Jose, California 95131
         -----------------------------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)


                                 (408) 526-0288
         -----------------------------------------------------------------------
               (Registrant's telephone number including area code)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Sections 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 feasible date:

                    CLASSES                 Outstanding as of October 30, 1996
         -------------------------------    ----------------------------------
         Common Stock ($0.001 par value)                10,450,690




<PAGE>   2

                         NUKO Information Systems, Inc.

                    Index to Quarterly Report on Form 10-QSB
                     For the Period Ended September 30, 1996


<TABLE>
<CAPTION>
PART I     FINANCIAL INFORMATION                                        PAGE NO.
- ------     ----------------------------------------------------------   --------
<S>        <C>                                                             <C>
Item 1     Financial Statements

           Condensed Consolidated Balance Sheets
           September 30, 1996 and December 31, 1995.                        3

           Condensed Consolidated Statement of Operations
           Three Months Ended September 30, 1996 and 1995.                  5

           Condensed Consolidated Statement of Operations
           Nine Months Ended September 30, 1996 and 1995.                   6

           Condensed Consolidated Statement of Cash Flows
           Nine Months Ended September 30, 1996 and 1995.                   7

           Notes to Condensed Consolidated Financial Statements             8

Item 2     Management's Discussion and Analysis of Financial Condition
           and Results of Operations                                       10

PART II    OTHER INFORMATION
- ------     -----------------------------------------------------------

Item 5     Other Information                                               13

Item 6     Exhibits and Reports on Form 8-K                                15






SIGNATURE                                                                  16

- -----------------
</TABLE>





                                       2
<PAGE>   3

                         NUKO Information Systems, Inc.

                      CONDENSED CONSOLIDATED BALANCE SHEETS

PART I   FINANCIAL INFORMATION

     Item 1.    Financial Statements


<TABLE>
<CAPTION>
                                                               Restated
                                                             September 30,       December 31,
                                                                 1996               1995
                                                              (unaudited)
                                                              -----------        -----------
<S>                                                           <C>                <C>
ASSETS:

     Current Assets:
         Cash and cash equivalents                            $ 2,900,855        $11,255,820
         Accounts receivable, trade                             4,856,438            120,000
         Receivables from officers/directors                       27,931             27,931
         Share subscriptions receivable including
            interest of $30,567 at December 31, 1995                   --            341,967
         Inventories, net                                       2,395,717            758,552
         Other current assets                                     527,130            110,762
                                                              -----------        -----------

         Total Current Assets                                  10,708,071         12,615,032


     Property and Equipment, net                                2,411,140            459,497



     Other Assets                                                   8,270            253,340
                                                              -----------        -----------

TOTAL ASSETS                                                  $13,127,481        $13,327,869
                                                              ===========        ===========
</TABLE>










         The accompanying notes are an integral part of these condensed
                       consolidated financial statements.


                                       3
<PAGE>   4

                         NUKO Information Systems, Inc.

                 CONDENSED CONSOLIDATED BALANCE SHEETS (Cont'd.)


<TABLE>
<CAPTION>
                                                                 Restated
                                                               September 30,        December 31,
                                                                  1996                 1995
                                                               (unaudited)
                                                               ------------         ------------
<S>                                                            <C>                  <C>
LIABILITIES AND STOCKHOLDERS' EQUITY

     Current Liabilities:
         Accounts payable                                      $  3,961,766         $  1,319,959
         Accrued liabilities                                        704,666              108,719
         Current portion -- capital lease obligation                130,277               95,273
                                                               ------------         ------------

         Total current liabilities                                4,796,709            1,523,951

         Senior notes                                                    --              325,000
         Capital lease obligation, less current portion              65,250              101,686
                                                               ------------         ------------

         Total liabilities                                        4,861,959            1,950,637

SHAREHOLDERS' EQUITY:

     Common stock, $0.001 par value, 20,000,000 shares
     authorized: 10,450,690 shares issued and outstanding
     at September 30, 1996; and 9,128,418 shares issued and
     outstanding at December 31, 1995                                10,450                9,128
     Additional paid-in capital                                  22,305,944           15,741,718
     Deferred compensation expense                                 (723,650)
     Accumulated deficit                                        (13,327,222)          (4,373,614)
                                                               ------------         ------------

     Total shareholders' equity                                   8,265,522           11,377,232
                                                               ------------         ------------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                     $ 13,127,481         $ 13,327,869
                                                               ============         ============
</TABLE>










         The accompanying notes are an integral part of these condensed
                       consolidated financial statements.


                                       4
<PAGE>   5

                         NUKO Information Systems, Inc.

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (unaudited)


<TABLE>
<CAPTION>
                                                      RESTATED
                                                      THREE MONTHS ENDED
                                                      SEPTEMBER 30,
                                                      1996                 1995
                                                      ------------         -----------
<S>                                                   <C>                  <C>
Net sales                                             $  4,298,744         $   125,233

Cost and Expenses:
  Cost of sales                                          2,919,178              68,746
  Research and development                               1,547,971             188,637
  Selling, general and administrative expenses           2,640,519             419,882
                                                      ------------         -----------
                                                         7,107,668             677,265
                                                      ------------         -----------
Loss from operations                                    (2,808,924)           (552,032)

Other income, net                                          108,720                 117
                                                      ------------         -----------

   Net loss                                           $ (2,700,204)        $  (551,915)
                                                      ============         ===========

Net loss per share                                    ($      0.26)        ($     0.22)
                                                      ============         ===========
Weighted average shares outstanding                     10,424,015           2,529,126
                                                      ============         ===========
</TABLE>



















         The accompanying notes are an integral part of these condensed
                       consolidated financial statements.


                                       5
<PAGE>   6

                         NUKO Information Systems, Inc.

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (unaudited)


<TABLE>
<CAPTION>
                                                      RESTATED
                                                      NINE MONTHS ENDED
                                                      SEPTEMBER 30,
                                                      1996                 1995
                                                      ------------         -----------
<S>                                                   <C>                  <C>
Net sales                                             $  6,936,024         $   125,233

Cost and Expenses:
  Cost of sales                                          4,451,408              68,746
  Research and development                               5,260,161             750,389
  Selling, general and administrative expenses           6,495,607             667,053
                                                      ------------         -----------
                                                        16,207,176           1,486,188
                                                      ------------         -----------
Loss from operations                                    (9,271,152)         (1,360,955)

Other income (expense), net                                317,545             (56,467)
                                                      ------------         -----------

   Net Loss                                           $ (8,953,607)        $(1,417,422)
                                                      ============         ===========

Net loss per share                                    ($      0.95)        ($     0.57)
                                                      ============         ===========

Weighted average shares outstanding                      9,455,315           2,500,706
                                                      ============         ===========
</TABLE>



















         The accompanying notes are an integral part of these condensed
                       consolidated financial statements.


                                       6
<PAGE>   7

                         NUKO Information Systems, Inc.

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (unaudited)


<TABLE>
<CAPTION>
                                                               Restated
                                                               Nine Months Ended
                                                               September 30,
                                                               1996                 1995
                                                               ------------         -----------
<S>                                                            <C>                  <C>
Operating activities
Net cash used in operating activities                          $(10,883,314)        $(1,339,354)

Investing activities
         Short term investment                                           --                  --
         Acquisitions of property and equipment                  (2,322,082)            (62,365)
                                                               ------------         -----------
Net cash used in investing activities                            (2,322,082)            (62,365)

Financing activities
         Payment on capital lease                                    (1,432)                 --
         Issuance of common stock                                 4,851,863               4,000
         Proceeds from notes payable and long term debt                  --           1,300,000
                                                               ------------         -----------
Net cash provided by financing activities                         4,850,431           1,304,000


Increase (decrease) in cash and cash equivalents                 (8,354,965)            (97,719)

Cash and cash equivalents at beginning of period                 11,255,820              85,807

Cash and cash equivalents at end of period                     $  2,900,855         $   (11,912)
                                                               ============         ===========
</TABLE>
















         The accompanying notes are an integral part of these condensed
                       consolidated financial statements


                                       7
<PAGE>   8

                         NUKO Information Systems, Inc.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                               SEPTEMBER 30, 1996

1.       BASIS OF PRESENTATION

         The accompanying, condensed consolidated financial statements have been
         prepared in accordance with generally accepted accounting principles
         for interim financial information and with the instructions to Form
         10-QSB. Accordingly, they do not include all of the information and
         footnotes required by generally accepted accounting principles for
         complete financial statements. In the opinion of management, all
         adjustments (consisting of normal recurring accruals) considered
         necessary for fair presentation have been included. Operating results
         for the three months and nine months ended September 30, 1996 and 1995
         are not necessarily indicative of the results that may be expected for
         a full fiscal year. The December 31, 1995 condensed consolidated
         balance sheet data was derived from the audited financial statements,
         but does not include the disclosure required by generally accepted
         accounting principles. For further information, refer to the financial
         statements and accompanying footnotes for the year ended December 31,
         1995, included in the Company's Form 10-KSB submission.

2.       INVENTORIES

         Inventories are stated at the lower of cost (first-in, first-out) or
         market. The components of inventory consists of the following:

<TABLE>
<CAPTION>
                                                    September 30,   December 31,
                                                    1996            1995
                                                    -------------   ------------
<S>                                                 <C>             <C>
         Electronic parts and other components      $  293,365      $   28,552
         Work in progress                              307,691              --
         Finished Goods                              1,794,661         730,000
                                                    ----------      ----------
         Net Inventory                              $2,395,717      $  758,552
                                                    ==========      ==========
</TABLE>

3.       INCOME TAXES

         The provision for income taxes at the Company's effective tax rate
         differed from income taxes at the statutory rate due to the increase in
         deferred tax allowance and net operating losses not being benefited.





                                       8
<PAGE>   9

                         NUKO Information Systems, Inc.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                               SEPTEMBER 30, 1996

4.       ACCOUNTING FOR STOCK-BASED COMPENSATION

         During October 1995, the Financial Accounting Standards Board issued
         Statement of Financial Accounting Standards No. 123, "Accounting for
         Stock-Based Compensation" (SFAS No. 123). This accounting standard
         permits the use of either a fair value based method or the current
         Accounting Principals Board Opinion No. 25, "Accounting for Stock
         Issued to Employees" (APB No. 25) when accounting for stock-based
         compensation arrangements. Companies that do not follow the new fair
         value based method will be required to disclose pro forma net income
         and earnings per share computed as if the fair value based method has
         been applied. The disclosure provisions of SFAS No. 123 are effective
         for fiscal years beginning after December 15, 1995. Management has
         elected the alternate disclosure method provided by SFAS No. 123. The
         Company has recorded $119,540 and $268,236 compensation expense for
         stock options granted to employees at less than market price for the
         three month and nine month periods ended September 30, 1996,
         respectively. The Company also recorded $197,831 and $708,201 of
         expenses for stock options granted to non-employees for the three month
         and nine month periods ended September 30, 1996, respectively.

5.       SUBSEQUENT EVENTS

         Subsequent to quarter end the Company secured a $6 million dollar line
         of credit with a bank.

6.       RESTATEMENT

         The Company recognized compensation expense in its Form 10-K for fiscal
         year 1996 of $792,800 representing the fair market value of option
         awards to non-employees and $281,290 representing the difference
         between the grant price and the fair market value at the date of grant
         of options granted to employees. The Company has determined that the
         impact of these expenses was not correctly reflected in the Company's
         10-QSB filings for fiscal 1996.

         Accordingly, the Company has restated its condensed financial
         statements for the three months and nine months ended September 30,
         1996. The restatement has resulted in an increase in the previously
         reported consolidated net loss of $2,382,833 and $7,977,170
         respectively to a net loss of $2,700,204 and $8,953,607 respectively.





                                       9
<PAGE>   10

                         NUKO Information Systems, Inc.


Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations

         This report contains forward-looking statements that involve risks and
         uncertainties. The Company's actual results could differ materially
         from those anticipated as a result of certain factors, including those
         set forth in Item 5 of this report and in the Company's Current Report
         on Form 10-KSB.

NET SALES AND NET LOSS

         Net sales for the third quarter are $4.3 million compared to $0.1
         million for the same period in 1995. Sales for the nine month period
         ended September 30, 1996 are $6.9 million compared to $0.1 million for
         the same period in the prior year. Sales for the quarter included
         shipment of the Company's Highlander products and the Company's OEM
         products. Sales for the quarter and nine months ended September 30,
         1996 increased primarily as a result of the introduction of and
         acceptance by the Company's customers of both the Highlander product
         and the Company's OEM products. The net loss for the quarter is $2.7
         million or $0.26 per share, compared to a net loss of $0.6 million or
         $0.22 per share for the same period in 1995. The net loss for the nine
         month period ended September 30, 1996 is $9.0 million or $0.95 per
         share compared to a loss of $1.4 million or $0.57 per share for the
         same period in 1995. Net losses reflect the Company's continued
         investment in research and development as well as adding personnel to
         enable the Company to support the customer requirements.

COST OF SALES

         Cost of sales for the third quarter of 1996 was $2.9 million compared
         to $0.1 million for the same period in 1995. Cost of sales for the nine
         month period ended September 30, 1996 was $4.5 million compared to $0.1
         million for the same period in the prior year. The gross margin
         resulting from the cost of sales as a percentage of net sales was 32%
         for the quarter and 36% for the nine month period ended September 30,
         1996.

RESEARCH AND DEVELOPMENT EXPENSE

         Research and development expenses for the third quarter of 1996 were
         $1.5 million compared to $0.2 million for the same period in 1995.
         Research and development expenses for the nine month period ended
         September 30, 1996 were $5.3 million compared to $0.8 million for the
         same period in 1995. The increase in the current year reflects the
         Company's commitment to invest in the development and enhancement of
         its Highlander and other product lines.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

         Selling, general and administrative expenses for the third quarter of
         1996 were $2.6 million compared to $0.4 million for the same period in
         1995. Expenses for the nine month period ended September 30, 1996 was
         $6.5 million compared to $0.7 million for 1995. The expenses increased
         as a result of adding marketing and other personnel is connected with
         the introduction of the Highlander product.





                                       10
<PAGE>   11

Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operation (Cont'd.)

RECENT ACCOUNTING PRONOUNCEMENTS

         During March 1995, the Financial Accounting Standards Board issued
         Statement of Financial Accounting Standards No. 121, "Accounting for
         the Impairment of Long-Lived Assets and for Long-Lived Assets to be
         Disposed Of" (SFAS No. 121), which requires the Company to review for
         impairment of long-lived assets, certain identifiable intangibles and
         goodwill related to those assets whenever events or changes in
         circumstances indicate that the carrying amount of an asset may not be
         recoverable. In certain situations, an impairment loss would be
         recognized. SFAS No. 121 is effective for the Company's fiscal year
         1996. The Company has studied the implications of the statement and
         does not expect it to have a material impact on the Company's financial
         condition or results of operations.

         During October 1995, the Financial Accounting Standards Board issued
         Statement of Financial Accounting Standards No. 123, "Accounting for
         Stock-Based Compensation" (SFAS No. 123). This accounting standard
         permits the use of either a fair value based method or the current
         Accounting Principals Board Opinion No. 25, "Accounting for Stock
         Issued to Employees" (APB No. 25) when accounting for stock-based
         compensation arrangements. Companies that do not follow the new fair
         value based method will be required to disclose pro forma net income
         and earnings per share computed as if the fair value based method has
         been applied. The disclosure provisions of SFAS No. 123 are effective
         for fiscal years beginning after December 15, 1995. Management has
         elected the alternate disclosure method provided by SFAS No. 123.

LIQUIDITY AND CAPITAL RESOURCES

         Cash and cash equivalents, which consist of investments in demand
         deposits, commercial paper and U.S. Treasury obligations with
         maturities of less than 90 days decreased approximately $8.4 million
         during the nine month period ended September 30, 1996. In February,
         1996, the Company completed the private placement of 822,500 shares of
         common stock which generated approximately $3.8 million in proceeds,
         net of associated fees, commission and expenses. The Company ended the
         quarter with a cash and cash equivalent balance of $2.9 million
         compared to a balance of $11.3 million at December 31, 1995.

         During the period, which ended September 30, 1996, cash required for
         research and development and other operating activities plus cash
         required for capital equipment represented the majority of the
         decrease. Subsequent to quarter end, the Company secured a $6 million
         dollar line of credit with a bank.

         Based on the current projections of operations, management believes
         that cash and cash equivalents at September 30, 1996 plus the Company's
         accounts receivable will be adequate to meet its capital requirements
         in 1996. However, no assurance can be given that this will be the case.
         The Company may from time to time seek to raise capital from additional
         sources, including extension of its current lending facility and
         additional public or private debt or equity financing. There can be no
         assurance that, in the event additional financing is required, the
         Company will be able to raise such financing on acceptable terms or at
         all. In such event, the Company would consider appropriate financing
         alternatives.





                                       11
<PAGE>   12

Item 2.

OTHER FINANCIAL INFORMATION

         The Company's backlog includes sales orders received by the Company
         that have a scheduled delivery date prior to September 30, 1997. The
         aggregate sales price of orders received and included in backlog was
         approximately $3.5 million at September 30, 1996. The Company believes
         the orders included in the backlog are firm orders and will be shipped
         prior to September 30, 1997. However, some orders may be canceled by
         the customer without penalty.





























                                       12
<PAGE>   13

                         NUKO Information Systems, Inc.


PART II  OTHER INFORMATION

Item 5.  Other Information

         RISK FACTORS

         In connection with the "safe harbor" provisions of the Private
         Securities Litigation Reform Act of 1995, readers of this document, and
         any document referenced herein, are advised that this document and
         documents referenced herein contain both statements of historical facts
         and forward looking statements. Forward looking statements are subject
         to certain risks and uncertainties, which could cause actual results to
         differ materially from those indicated by the forward looking
         statements.

         Ownership of the Company's common stock is subject to a number of risks
         including the following: The Company's business is directly impacted by
         capital spending and funding of the Regional Bell Operating Companies
         and other major customers in the telecommunications industry. The
         capital budgets of these customers or potential customers is beyond the
         control of the Company and can be impacted by numerous factors
         completely unrelated to the performance, quality or price of the
         Company's products. In recent years, the purchasing behavior of the
         Company's customers has increasingly been characterized by the use of
         large contracts with fewer suppliers. This trend is expected to
         intensify and will contribute to the variability of the Company's
         results. Such larger purchase contracts typically involve longer
         negotiating cycles, require dedication of substantial amounts of
         working capital and other resources and, in general, require
         investments which may substantially precede recognition of associated
         revenues. Moreover, in return for larger, longer-term purchase
         agreements, customers often demand more stringent acceptance criteria
         which may also cause revenue recognition delays. For example, customers
         that request product be priced based on volume estimates of customer's
         future requirements, but the failure of such customers to take delivery
         of product comparable to volume anticipated, could result in lower
         margins on product revenue.

         The Company has to date sold its initial product only in limited
         quantities primarily for use in development, demonstration and testing
         of prototypes. Certain contracts may relate to new technologies which
         may not have been previously deployed on a large-scale commercial
         basis. The Company's products are based on technologies that have not
         been widely deployed and there can be no assurance that the Company
         will be able to market successfully its initial products to generate
         the increased revenues necessary to sustain full scale commercial
         production or that the Company's products will be well received when
         introduced into the marketplace on a full commercial scale.






                                       13
<PAGE>   14

                         NUKO Information Systems, Inc.

Item 5.  Other Information

         RISK FACTORS (Cont'd.)

         The Company competes against many larger companies that have
         significantly greater resources than the Company. There is no assurance
         that the Company will be able to compete successfully with such other
         companies. The Company, which has an accumulated deficit of
         approximately $12.4 million as of September 30, 1996, has never been
         profitable and may never achieve profitability. The Company may require
         additional capital and may not be able to raise such capital or may be
         able to raise such capital only on unfavorable terms.

         The ability of the Company to compete effectively depends on its
         ability to attract and retain highly skilled key employees. The loss of
         key personnel could have a material adverse effect on the Company's
         business. The Company believes that, as its requirements change in
         character, it will be necessary to retain the services of additional,
         experienced personnel. Competition for such personnel is intense and
         there is no assurance that these people will be available when
         required.

         Since early 1994, the Company has been engaged in research and
         development of its technologies, product design and establishment of
         strategic alliances on which the Company expects to depend for
         manufacturing, sales and distribution of its products. The Company has
         not yet begun to generate significant revenues from the
         commercialization of products. Moreover, management of the Company has
         limited experience with the distribution of technologically-complex
         products in commercial quantities and there can be no assurance that
         the Company will be able to make the necessary adaptations to
         successfully move from the research and development stage to full
         commercial production and distribution.










                                       14
<PAGE>   15

                         NUKO Information Systems, Inc.


Item 6.  Exhibits and Reports on Form 8-K

         a)       Exhibits

                  11.1    Calculation of Net Loss Per Share

         b)       Reports on Form 8-K

                  1.      Form 8-K/A was filed on August 16, 1996 to amend Form
                          8-K filed on August 23, 1996.  The amendment rectified
                          a reportable condition identified by Registrant's
                          prior independent accountants.

                  2.      Form 8-K was filed on September 12, 1996 to report
                          appointment by the Company of independent accountant
                          was accepted by Coopers & Lybrand.















                                       15
<PAGE>   16

                         NUKO Information Systems, Inc.


                                   SIGNATURE

Pursuant to the requirement 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.




                                        NUKO INFORMATION SYSTEMS, INC.


DATE:  November 12, 1996                By:  /s/ John H. Gorman
       -----------------                     ------------------

                                             NAME:  John H. Gorman
                                             TITLE: Chief Financial Officer













                                       16
<PAGE>   17

                         NUKO Information Systems, Inc.


                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT NO.                DESCRIPTION                            
- -----------                -----------                             
   <S>          <C>                                                 
   11.1         Calculation of Net Loss Per Share                   

   27           Financial Data Schedule 
</TABLE>
























                                       17

<PAGE>   1
                                                                    Exhibit 11.1

                         NUKO Information Systems, Inc.


Calculation of Net Loss per Share for Three Month Period Ended September 30

Earnings per share is computed using the weighted average number of common and
common equivalent shares outstanding during the period. Common equivalent shares
result from the assumed exercise of outstanding stock options that have a
dilutive effect when applying the treasury stock method.


<TABLE>
<CAPTION>
                                                 1996               1995
                                                 -----------        -----------
<S>                                              <C>                <C>
PRIMARY LOSS PER SHARE

    Net loss for period                          $ 2,700,204        $   551,915
                                                 ===========        ===========

    Shares outstanding at the beginning           10,409,096          5,543,473
    of the period

    Weighted average effect of shares                     --                 --
    issued during period

    Weighted average effect of warrants               14,919                 --
    and options exercised in the period

    Weighted average effect of share                      --                 --
    subscriptions paid in the period

    Weighted average effect of shares                     --                 --
    issued for services

    Weighted average effect of debt to                    --                 --
    equity conversion

    Weighted average effect of share                      --         (3,014,347)
    subscriptions (excluded due to anti-
    dilutive effect)
                                                 -----------        -----------

    Weighted average shares outstanding           10,424,015          2,529,126
                                                 ===========        ===========


             Primary loss per share              $     (0.26)       $     (0.22)
                                                 ===========        ===========
</TABLE>


There is no difference in the per share amounts computed under the primary and
the fully diluted basis.




                                       
<PAGE>   2

                         NUKO Information Systems, Inc.


Calculation of Net Loss per Share for Nine Month Period Ended September 30 
                                   (Cont'd)

Earnings per share is computed using the weighted average number of common and
common equivalent shares outstanding during the period. Common equivalent shares
result from the assumed exercise of outstanding stock options that have a
dilutive effect when applying the treasury stock method.


<TABLE>
<CAPTION>
                                                 1996               1995
                                                 -----------        -----------
<S>                                              <C>                <C>
PRIMARY LOSS PER SHARE

    Net loss for period                          $ 8,953,607        $ 1,417,422
                                                 ===========        ===========

    Shares outstanding at the beginning            9,128,418          5,413,941
    of the period

    Weighted average effect of shares                701,987             73,634
    issued during period

    Weighted average effect of warrants              218,978                 --
    and options exercised in the period

    Weighted average effect of share                (594,068)                --
    subscriptions paid in the period

    Weighted average effect of shares                     --             16,801
    issued for services

    Weighted average effect of debt to                    --             10,677
    equity conversion

    Weighted average effect of share                      --         (3,014,347)
    subscriptions (excluded due to anti-
    dilutive effect)
                                                 -----------        -----------

    Weighted average shares outstanding            9,455,315          2,500,706
                                                 ===========        ===========

             Primary loss per share              $     (0.95)       $     (0.57)
                                                 ===========        ===========
</TABLE>


There is no difference in the per share amounts computed under the primary and
the fully diluted basis.




                                      

<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               SEP-30-1996
<CASH>                                       2,900,855
<SECURITIES>                                         0
<RECEIVABLES>                                4,856,438
<ALLOWANCES>                                         0
<INVENTORY>                                  2,395,717
<CURRENT-ASSETS>                            10,708,071
<PP&E>                                       2,879,793
<DEPRECIATION>                                 460,653
<TOTAL-ASSETS>                              13,127,481
<CURRENT-LIABILITIES>                        4,796,709
<BONDS>                                              0
                                0
                                          0
<COMMON>                                        10,450
<OTHER-SE>                                   8,255,072
<TOTAL-LIABILITY-AND-EQUITY>                13,127,481
<SALES>                                      6,936,024
<TOTAL-REVENUES>                             6,936,024
<CGS>                                        4,451,408
<TOTAL-COSTS>                                4,451,408
<OTHER-EXPENSES>                            11,755,768
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                            (9,271,152)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                        (9,271,152)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                               (8,953,607)
<EPS-PRIMARY>                                    (.95)
<EPS-DILUTED>                                    (.95)
        

</TABLE>


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