FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------------
(Mark One) [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarter period ended January 31, 1996
OR
[ ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
---------------- ---------
Commission file number 1-10615
EMISPHERE TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 13-3306985
-------- (I.R.S. Employer
(State or jurisdiction of Identification Number)
incorporation or organization)
15 Skyline Drive 10532
Hawthorne, New YORK ------
------------------- (Zip Code)
(Address of principal executive
offices)
(914) 347-2220
--------------
(Registrant s telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last
report)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be files by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that Registrant was required to file such reports) and (2) has been
subject to such filing requirements for at least the past 90 days.
Yes X No
----- ---
APPLICABLE ONLY TO CORPORATE ISSUERS
The number of shares of the Registrant s common stock, $.01 par value,
outstanding as of February 29, 1996 was 8,335,864
<PAGE>
EMISPHERE TECHNOLOGIES, INC.
TABLE OF CONTENTS
January 31, 1996
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL Statements:
------------------------------
Condensed Balance Sheets
Condensed Statements of Operations
Condensed Statement of Stockholders' Equity
Condensed Statements of Cash Flows
Notes to Condensed Financial Statements
ITEM 2. MANAGEMENT S Discussion and Analysis of
----------------------------------------
Financial Condition and Results of Operations
---------------------------------------------
PART II. OTHER INFORMATION
ITEM 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
ITEM 6. EXHIBITS and Reports on Form 8-K
--------------------------------
<PAGE>
EMISPHERE TECHNOLOGIES, INC.
CONDENSED BALANCE SHEETS
(Unaudited)
July 31, January 31.
ASSETS: 1995 1996
------------ ----------
Current assets:
Cash and cash equivalents $ 2,226,156 $ 6,439,397
Marketable securities 3,393,395 5,911,019
Prepaid expenses and other current assets 148,469 259,107
------------ ------------
Total current assets 5,768,020 12,609,523
Equipment and leasehold improvements, at cost,
net of accumulated depreciation and
amortization 1,704,309 1,505,379
Restricted cash equivalents 10,000 10,000
Other assets 66,243 66,243
------------ ------------
Total assets $ 7,548,572 $ 14,191,145
============ ============
LIABILITIES AND STOCKHOLDERS EQUITY:
Current liabilities:
Accounts payable $ 234,917 $ 50,009
Accrued compensation 203,145 144,599
Accrued expenses 156,711 149,244
------------ ------------
Total current liabilities 594,773 343,852
Deferred lease liability 55,100 49,961
------------ ------------
Total liabilities 649,873 393,813
------------ ------------
Commitments and contingencies
Stockholders equity:
Preferred stock, $.01 par value; 1,000,000
shares authorized, none issued and
outstanding
Common stock, $.01 par value; 20,000,000
shares authorized; 7,687,304 shares
issued (7,643,804 outstanding) at July 31,
1995; 8,376,838 shares issued (8,333,338
outstanding) at January 31, 1996 76,873 83,768
Additional paid-in capital 43,626,657 51,309,930
Accumulated deficit (36,628,209) (37,410,870)
Net unrealized gain on marketable securities 16,191 7,317
------------ ------------
7,091,512 13,990,145
Less, common stock held in treasury, at cost;
43,500 shares (192,813) (192,813)
------------ ------------
Total stockholders' equity 6,898,699 13,797,332
------------ ------------
Total liabilities and
stockholders equity $ 7,548,572 $ 14,191,145
============= =============
See accompanying notes to financial statements. The July 31, 1995 Condensed
Balance Sheet data was derived from audited financial statements, but does not
include all disclosures required by generally accepted accounting principles.
<PAGE>
EMISPHERE TECHNOLOGIES, INC.
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
For the three months ended For the six months ended
January 31, January 31,
-------------------------- -------------------------
1995 1996 1995 1996
------------ ----------- ----------- -------------
Revenues:
Research and
development $ --- $ 3,033,333 $ --- $ 3,033,333
------------ ----------- ------------ ------------
Costs and expenses:
General and
administrative 547,004 610,827 1,100,556 1,226,727
Research and
development 1,570,005 1,500,466 2,956,669 2,883,875
------------ ----------- ---------- -----------
Total operating
expences 2,117,009 2,111,293 4,057,225 4,110,602
------------ ----------- ---------- -----------
Operating (loss)
income (2,117,009) 922,040 (4,057,225) (1,077,269)
------------ ----------- ----------- -----------
Other income:
Investment income 93,210 234,490 135,246 294,608
------------ ----------- ------------ ----------
Net (loss)
income $(2,023,799) $ 1,156,530 $(3,921,979) $ (782,661)
============ =========== ============ ============
Net (loss) income per
share $ (.27) $ .14 $ (.52) $ (.10)
============ =========== ============= ============
Weighted average number
of Shares outstanding 7,571,742 8,327,466 7,573,305 8,035,391
============ =========== ============= ============
See accompanying notes to the financial statements
<PAGE>
EMISPHERE TECHNOLOGIES, INC.
STATEMENT OF STOCKHOLDERS EQUITY
(Unaudited)
For the six months ended January 31, 1996
<TABLE>
Net
Unrealized
Additional Gain on Common Stock
Common Stock Paid in Accumulated Marketable Held In Treasury
Shares Amount Capital Deficit Securities Shares Amounts Total
--------- --------- ----------- ------------ ---------- ------ ---------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance, July 31, 1995 7,687,304 $ 76,873 $43,626,657 $(36,628,209) $ 16,191 43,500 $(192,813) $ 6,898,699
Exercise of options and
employee stock purchase 89,534 895 226,273 227,168
Issuance of common stock
and warrants to Elan
International Services
Ltd., net of expenses 600,000 6,000 7,457,000 7,463,000
Change in net unrealized
gain on marketable
securities (8,874) (8,874)
Net loss for the six
months ended
January 31, 1996 (782,661) (782,661)
--------- --------- ----------- ------------- ---------- ------ ---------- ------------
Balance,January 31, 1996 8,376,838 $ 83,768 $51,309,930 $(37,410,870) $ 7,317 43,500 $(192,813) $13,797,332
========= ========= =========== ============= ========== ====== ========== ============
</TABLE>
See accompanying notes to financial statements
<PAGE>
EMISPHERE TECHNOLOGIES, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
For the six months ended
January 31,
---------------------------
1995 1996
Cash flows from operating activities: ------------- -----------
Net loss $(3,921,979) $ (782,661)
------------- -----------
Adjustments to reconcile net loss to net
cash used in operating activities:
Depreciation and amortization 258,042 270,629
Increase (decrease) in deferred lease
liability 1,236 (5,139)
Realized loss (gain) on sale of
marketable securities 40,923 (10,182)
Change in assets and liabilities:
Prepaid expenses and other current
assets (35,356) (110,638)
Accounts payable and accrued
exenses 19,219 (250,921)
------------- -----------
Total adjustments 284,064 (106,251)
------------- -----------
Net cash used in operating
activities (3,637,915) (888,912)
------------- -----------
Cash flows from investing activities:
Capital expenditures (77,182) (71,699)
Purchase of marketable securities (12,489,421) (5,134,639)
Proceeds from sales of marketable securities 16,107,383 2,618,323
------------- -----------
Net cash provided by (used in)
investing activities 3,540,780 (2,588,015)
------------- -----------
Cash flows from financing activities:
Net proceeds from issuance of common stock
and warrants to Elan Intrnational
Services ltd. 7,463,00
Proceeds from exercise of options and
employee stock purchases 227,16
Purchase of treasury stock (123,438)
------------- -----------
Net cash (used in) provided by
financing activities (123,438) 7,690,16
------------- -----------
Net (decrease) increase in cash
and cash equivalents (220,573) 4,213,24
Cash and cash equivalents, beginning of period 272,607 2,226,15
------------- -----------
Cash and cash equivalents,
end of period $ 52,034 $6,439,39
============= ===========
See accompanying notes to financial statements
<PAGE>
EMISPHERE TECHNOLOGIES, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
1. Interim Financial Statements:
THE interim Condensed Statements of Operations for the three months and
six months ended January 31, 1995 and 1996 and Condensed Statements of
Cash Flows for the six months ended January 31, 1995 and 1996, and the
Condensed Balance Sheets as of July 31, 1995 and January 31, 1996, of
Emisphere Technologies, Inc. (the "Company"), have been prepared in
accordance with the instructions to Form 10-Q and Article 10 of Regulation
S-X. Accordingly, they do not include all information and disclosures
necessary for a presentation of the Company's financial position, results
of operations and cash flows in conformity with generally accepted
accounting principles. In the opinion of management, these financial
statements reflect all adjustments, consisting only of normal recurring
accruals, necessary for a fair presentation of the Company's financial
position, results of operations and cash flows for such periods. The
results of operations for any interim period are not necessarily
indicative of the results for the full year. These financial statements
should be read in conjunction with the financial statements and notes
thereto contained in the Company`s Annual Report on Form 10-K for the
fiscal year ended July 31, 1995.
2. Marketable Securities:
THE following table summarizes the amortized cost basis and aggregate fair
value of marketable securities, and the related gross unrealized holding
gains and losses, at January 31, 1996.
<TABLE>
Amortized Fair Unrealized Holding
Cost Basis Value Gains Losses Net
<C> <C> <C> <C> <C>
------------- ---------- ---------- --------------- -----------
Debt securities issued
by the U.S.
Government and U.S.
agencies:
Maturities within one
year $ 4,316,552 $4,322,740 $ 8,678 $ 2,490 $ 6,188
Maturities between one
and to years 400,242 400,564 322 322
Asset backed securities 1,186,908 1,187,715 807 807
------------ ---------- ----------- ----------- ----------
$ 5,903,702 $5,911,019 $ 9,807 $ 2,490 $ 7,317
============ ========== =========== =========== ==========
The aggregate net unrealized gain of $7,317 has been included as an
addition to stockholders' equity at January 31, 1996.
(Continued)
<PAGE>
EMISPHERE TECHNOLOGIES, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(continued)
3. Strategic Alliance with Elan Corporation plc:
DURING October 1995, the Company entered into a letter of intent with Elan
Corporation plc ("Elan") which, among other things, provided for Elan to
reimburse the Company $3 million for certain research and development
costs incurred prior to December 1995 and for the two parties to form a
strategic alliance to develop an oral formulation of a specific drug.
The specific terms and provisions of the strategic alliance are currently
being finalized. In connection with the letter of intent, the Company
entered into a Purchase Agreement with Elan International Services Ltd.,
an affiliate of Elan. The terms of the Purchase Agreement provided for
the Company to sell 600,000 shares of its common stock, and issue 250,000
warrants to purchase shares of the Company's common stock at $16.25 per
share, in consideration for $7.5 million. The warrants contain
antidilutive provisions, are exercisable upon issuance, and expire on
October 18, 2000.
4. Impact of the Future Adoption of Recently Issue Accounting Standard:
THE Financial Accounting Standards Board issued Statement of Financial
Accounting Standards No. 123, "Accounting for Stock-Based Compensation"
("FAS 123") in October 1995. FAS 123 requires companies to estimate the
fair value of common stock, stock options, or other equity instruments
("Equity Instruments") issued to employees using pricing models which take
into account various factors such as current price of the common stock,
volatility and expected life of the Equity Instrument. FAS 123 permits
companies to either provide pro forma note disclosure or adjust operating
results for the amortization of the estimated value of the Equity
Instrument, as compensation expense, over the vesting period of the Equity
Instrument. The Company has elected to provide pro forma note disclosure
which will appear in its financial statements for the year ending July 31,
1997 and, therefore, there will be no effect on the Company s financial
position or results of operations.
5. Adoption of 1995 Non-Qualified Stock Option Plan
ON February 6, 1996, the stockholders of the Company approved the adoption
of the 1995 Non-Qualified Stock Option Plan (the 1995 Plan ) whereby
officers and other key executive employees may be granted options which
entitle the holders to purchase shares of the Company s common stock. 1.8
million shares of the Company's common stock have been reserved for issuance
under the 1995 Plan. The options are awarded by an independent committee
of the Board of Directors who determine the terms and conditions of stock
options granted under the plan. In addition, 1.3 million options
previously issued to two of the Company s senior executive officers (the
Officers Options ) were deemed to have been issued under the 1995 Plan
upon the 1995 Plan s approval by the Company s stockholders. As of
January 31, 1996, all of the Officers Options were outstanding and
500,000 shares of common stock were available for future grants under the
1995 Plan.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND
RESULTS OF OPERATIONS.
GENERAL
Emisphere Technologies, Inc. is a drug delivery company engaged in the research
and development of its proprietary technologies with the goal of commercializing
its drug delivery technologies.
Results of Operations:
The Company has since its inception generated significant losses from
operations. The Company does not expect to achieve sustained profitability for
the foreseeable future. Profitability in the long term will depend on the
Company's ability to attract pharmaceutical companies willing to enter into
agreements with the Company to produce and market their drugs utilizing the
Company's drug delivery technologies. There can be no assurance that any
pharmaceutical company will be willing to undertake the clinical testing and
other product development activities necessary to develop a marketable product
or enter into an agreement acceptable to the Company or that the agreements, if
entered into, will result in the ultimate profitability of the Company. The
ability of the Company to reduce its operating losses in the near term will be
dependent upon, among other things, its ability to attract new pharmaceutical
and non-pharmaceutical companies who are willing to provide funding to the
Company for a portion of the Company's research and development with respect to
specific projects. While the Company is consistently engaged in discussions
with pharmaceutical and non-pharmaceutical companies, there can be no assurance
that the Company will enter into any additional agreements or that the
agreements will provide research and development revenues to the Company.
Three Months Ended January 31, 1996 vs. Three Months Ended January 31, 1995:
For the three months ended January 31, 1996, the Company recognized $3,033,333
of research and development revenue compared to none for the three months ended
January 31, 1995. Research and development revenue consisted of the recognition
of payments under the Company s agreements with Elan Corporation plc ( Elan )
and Pasteur Merieux ( Pasteur ). The recognition of the revenue from the
agreement with Elan was primarily for work Emisphere performed on development of
an oral formulation of Heparin USP prior to entering into the strategic alliance
with Elan. The terms and provisions of the strategic alliance with Elan are
being finalized; it is anticipated that the near term development cost
associated with the project will be funded by Elan and the Company once the
strategic alliance is finalized. Revenue recognition from Pasteur was a payment
for Emisphere s completion of a defined milestone as called for in its
feasibility agreement with Pasteur.
Total operating expenses for the fiscal quarter ended January 31, 1996,
decreased by $5,700, or less than 1%, as compared to the fiscal quarter ended
January 31, 1995. The details of this decrease are as follows:
General and administrative expenses increased by approximately $64,000, or 12%,
in the fiscal quarter ended January 31, 1996, as compared to the fiscal quarter
ended January 31, 1995. This increase is primarily the result of a $50,000
payment to an outside consultant engaged to assist the Company in discussions
and negotiations with pharmaceutical companies.
Research and development costs decreased by approximately $70,000, or 4%, in the
fiscal quarter ended January 31, 1996, as compared to the fiscal quarter ended
January 31, 1995. The reduced cost is attributable to decreased funding of
outside consultants and universities engaged to conduct studies to help advance
the Company's scientific research efforts and a decrease in usage of laboratory
supplies as a result of a reduction in the number of projects on which the
Company is actively working. The Company also experienced a decrease in
personnel and related expenses due, in part, to a staff reduction in May 1995.
These lower costs in 1996 were partially offset by an increase in costs related
to the Company's clinical development program for heparin. The Company believes
that this level of research and development spending will continue for the
foreseeable future and may increase if operations are expanded.
The Company's other income in the quarter ended January 31, 1996 increased by
approximately $141,000, or 152%, as compared to the fiscal quarter ended January
31, 1995. The increase was primarily due to better returns on the Company's
larger investment portfolio. In addition, the Company realized losses of
approximately $13,395 on the sale of investment securities during the quarter
ended January 31, 1995, whereas no losses were incurred during the quarter ended
January 31, 1996. Based on the above factors, the Company s net income for the
second quarter of fiscal 1996 totaled $1,156,530, as compared to a $2,023,799
net loss for the 1995 fiscal quarter.
Six Months Ended January 31, 1996 vs. Six Months Ended January 31, 1995:
For the six months ended January 31, 1996, the Company recognized $3,033,333 of
research and development revenue compared to none for the six months ended
January 31, 1995. Research and development revenue consisted of the recognition
of payments under the Company s agreements with Elan and Pasteur. The
recognition of the revenue from the agreement with Elan was primarily for work
Emisphere performed on development of an oral formulation of Heparin USP prior
to entering into the strategic alliance with Elan. The details of the strategic
alliance with Elan are being finalized; it is anticipated that the near term
development cost associated with the project will be funded by Elan and the
Company once the strategic alliance is finalized. Revenue recognition from
Pasteur was a payment for Emisphere s completion of a defined milestone as
called for in its feasibility agreement with Pasteur.
Total operating expenses for the six month period ended January 31, 1996,
increased by approximately $53,000, or 1%, as compared to the six month period
ended January 31, 1995. The details of this decrease are as follows:
General and administrative expenses increased by approximately $126,000, or 11%,
for the six months ended January 31, 1996, as compared to the six months ended
January 31, 1995. This increase is attributable to an increase in legal and
professional fees incurred in connection with, among other things, the
settlement of a class action lawsuit and the completion of the letter of intent
with Elan. The Company also made a $50,000 payment to an outside consultant
engaged to assist the company in discussions and negotiations with
pharmaceutical companies.
Research and development costs decreased by approximately $73,000, or 3%, for
the six months ended January 31, 1996, as compared to the six months ended
January 31, 1995. This decrease is a result of decreased funding of outside
consultants and universities engaged to conduct studies to help advance the
Company's scientific research efforts and a decrease in usage of laboratory
supplies as a result of a reduction in the number of projects on which the
Company is actively working. The Company also experienced a decrease in
personnel and related expenses due, in part, to a staff reduction in May 1995.
These lower costs in 1996 were partially offset by an increase in costs related
to the Company's clinical development program for heparin. The Company believes
that this level of research and development spending will continue for the
foreseeable future and may increase if operations are expanded.
The Company's other income in the six months ended January 31, 1996 increased by
approximately $159,000, or 118%, compared to the six months ended January 31,
1995. This was primarily the result of a larger investment portfolio and better
returns. In addition, the Company realized losses of approximately $41,000 on
the sale of investment securities during the six months ended January 31, 1995,
whereas no losses were incurred during the six months ended January 31, 1996.
Based on the above factors, the Company sustained a net loss for the six months
ended January 31, 1996 of $782,661, as compared to a net loss of $3,921,979 for
the six months ended January 31, 1995.
Liquidity and Capital RESOURCES
As of January 31, 1996, the Company had working capital of approximately
$12,266,000 as compared with approximately $5,173,000 at July 31, 1995. Cash
and cash equivalents and marketable securities were approximately $12,350,000 as
of January 31, 1996, compared to approximately $5,620,000 at July 31, 1995. The
increase in the Company's cash and cash equivalents and marketable securities is
a result of the Company s sale of 600,000 shares of its common stock and 250,000
warrants to Elan for aggregate consideration of $7.5 million. Each warrant
entitles the holder to purchase one share of the Company s common stock for
16.25 per share. In addition, the Company received from Elan $3 million which
represented reimbursement of costs previously incurred by the Company with
respect to the development of an oral formulation of heparin (the Product ).
Elan and the Company are presently finalizing the terms and provisions of a
strategic alliance with respect to the development of the Product. It is
anticipated that subsequent financing needs for the Product's development will
be shared equally by the Company and Elan.
The Company expects to incur substantial research and development expenses
associated with development of the Company's oral drug delivery system. As the
result of the ongoing research and development efforts of the Company,
management believes that the Company will continue to incur operating losses and
that, potentially, such losses could increase. The Company expects that cash,
cash equivalents and marketable securities will, under the Company's present
operating assumptions, be adequate to meet its liquidity and capital
requirements at least through the end of the second quarter of fiscal 1998.
While the Company does not currently foresee any major capital expenditures, the
Company expects to need substantial resources to continue its research and
development efforts. Should circumstances warrant it, the Company would seek
additional funds primarily in the public and private equity markets, and to the
extent necessary and available, through debt financing. The Company has no firm
agreements with respect to any additional financing and there can be no
assurance that the Company would be able to obtain adequate funds on acceptable
terms. If adequate funds were not available, the Company would be required to
delay, scale back, or eliminate one or more of its research or development
programs, or obtain funds, if available, through arrangements with collaborative
partners or others that may require the Company to relinquish rights to certain
of its technologies, product candidates, or products that the Company would not
otherwise relinquish. The Company does not maintain any credit lines with
financial institutions.
Impact of the Adoption of Recently Issued Accounting Standard:
THE Financial Accounting Standards Board issued Statement of Financial
Accounting Standards No. 123, "Accounting for Stock-Based Compensation" ("FAS
123") in October 1995. FAS 123 requires companies to estimate the fair value
of common stock, stock options, or other equity instruments ("Equity
Instruments") issued to employees using pricing models which take into account
various factors such as current price of the common stock, volatility and
expected life of the Equity Instrument. FAS 123 permits companies to either
provide pro forma note disclosure or adjust operating results for the
amortization of the estimated value of the Equity Instrument, as compensation
expense, over the vesting period of the Equity Instrument. The Company has
elected to provide pro forma note disclosure which will appear in its financial
statements for the year ending July 31, 1997 and, therefore, there will be no
effect on the Company s financial position or results of operations.
<PAGE>
Part II. OTHER INFORMATION
-----------------
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company s Annual Meeting of Stockholders was held on February 6, 1996. The
matters voted upon at the meeting were (i) the election of six directors of the
Company, (ii) the approval and adoption of the Company s 1995 Non-Qualified
Stock Option Plan providing for the issuance and sale of up to 1,800,000 shares
of the Company s Common Stock thereunder (iii) the ratification of the Board of
Directors selection of Coopers & Lybrand L.L.P. to serve as the Company s
independent auditors for the fiscal year ending July 31, 1996. The number of
votes cast for and against or withheld with respect to each matter voted upon at
the meeting and the number of abstentions and broker non-votes are as follows:
Votes
Withheld
or Broker
Votes For Against Abstentions Non-Votes
---------- --------- ----------- -----------
Election of Directors
Michael M. Goldberg, M.D. 7,697,599 66,111
Jere E. Goyan, Ph.D...... 7,700,559 63,151
Peter Barton Hutt........ 7,701,627 62,083
Sam J. Milstein, Ph.D.... 7,702,499 61,211
Howard M. Pack........... 7,695,097 68,613
Mark I. Greene........... 7,699,699 64,011
Adoption of the Company's
1995 Non-Qualified Stock
Option Plan. 2,672,388 1,968,566 43,452 3,079,304
Ratification of the selection
of Coopers & Lybrand L.L.P. 7,721,630 24,930 17,150
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
--------------------------------
(a) Exhibits
11.1 Statement of Computation of Per Share Data, for the three months
ended January 31, 1995 and 1996
11.2 Statement of Computation of Per Share Data, for the six months ended
January 31, 1995 and 1996
(b) Reports
No reports on form 8-K were filed by the Registrant during the
quarter ended January 31, 1996.
<PAGE>
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.
Emisphere Technologies, Inc.
Dated: March 14, 1996 /S/Michael M. Goldberg, M.D.
-----------------------------
Michael M. Goldberg, M.D.
Chairman and Chief Executive Officer
/S/Joseph D. Poveromo, C.P.A.
-----------------------------
Joseph D. Poveromo, C.P.A.
Controller (Principal Financial
and Accounting Officer)
<PAGE>
Exhibit 11.1
EMISPHERE TECHNOLOGIES, INC.
STATEMENT OF COMPUTATION OF PER SHARE DATA
For the three months ended
------------------------------------------------
January 31, 1995 January 31, 1996
------------------------ ----------------------
Primary Fully Primary Fully
Diluted Diluted
Net (loss) income $ (2,023,799) $(2,023,799) $1,156,530 $1,156,530
============ =========== ========== ==========
Weighted average number of
shares 7,571,742 7,571,742 8,327,466 8,327,466
Shares issuable upon exercise
of options and warrants (A) 2,031,112
Shares assumed to be repurchased
under the treasury stock method (1,665,493)
--------- --------- --------- ----------
7,571,742 7,571,742 8,327,466 8,693,085
========= ========= ========= ==========
NET LOSS PER SHARE $ (0.27) $ (0.27) $ 0.14 $ 0.13
========= ========= ========= =========
(A) As of, and for the quarter ended January 31, 1995 all previously issued
and outstanding options had exercise prices above the current fair market
value of the common stock.
<PAGE>
Exhibit 11.2
EMISPHERE TECHNOLOGIES, INC.
STATEMENT OF COMPUTATION OF PER SHARE DATA
For the six months ended
-----------------------------------------------
January 31, 1995 January 31, 1996
------------------------- ----------------------
Primary Fully Primary Fully
Diluted Diluted
Net loss $(3,921,979) $(3,921,979) $(782,661) $(782,661)
=========== ============ ========== ==========
Weighted average number of
Shares 7,573,305 7,573,305 8,035,391 8,035,391
Shares issuable upon
exercise of options
and warrants (A) 1,603,290
Shares assumed to be
repurchased under the
treasury stock method (1,358,513
---------- --------- --------- ---------
7,573,305 7,573,305 8,035,391 8,342,371
========== ========= ========= =========
NET LOSS PER SHARE $ (0.52) $ (0.52) $ (0.10) $ (0.09)
========= ========= ========= =========
(A) As of, and for the six months ended January 31, 1995 all previously issued
and outstanding options had exercise prices above the current fair market
value of the common stock. <PAGE>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summery financial information extracted from Emisphere
Technologies, Inc. 1996 Second Quarter 10-Q and is qualified in its entirety by
reference to such 10-Q filing.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUL-31-1996
<PERIOD-END> JAN-31-1996
<CASH> 6,439,397
<SECURITIES> 5,911,019
<RECEIVABLES> 0
<ALLOWANCES> 0
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0
0
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</TABLE>
