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 April 30, 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
-------- ----------
(State or jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
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 May 30, 1996 was: 9,388,801
Page 1 of 15
Exhibit Index on Page 13
<PAGE> 1
EMISPHERE TECHNOLOGIES, INC.
TABLE OF CONTENTS
April 30, 1996
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements: Page
--------------------- ----
Condensed Balance Sheets 3
Condensed Statements of Operations 4
Condensed Statement of Stockholders' Equity 5
Condensed Statements of Cash Flows 6
Notes to Condensed Financial Statements 7
ITEM 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 10
PART II. OTHER INFORMATION
ITEM 6. Exhibits and Reports on Form 8-K 13
<PAGE> 2
EMISPHERE TECHNOLOGIES, INC.
CONDENSED BALANCE SHEETS
(Unaudited)
July 31, April 30,
ASSETS: 1995 1996
------------- ------------
Current assets:
Cash and cash equivalents $ 2,226,156 $12,674,312
Marketable securities 3,393,395 7,538,560
Prepaid expenses and other current assets 148,469 314,299
------------- ------------
Total current assets 5,768,020 20,527,171
Equipment and leasehold improvements, at cost,
net of accumulated depreciation and amortization 1,704,309 1,550,911
Restricted cash equivalents 10,000 10,000
Other assets 66,243 66,243
------------- ------------
Total assets $ 7,548,572 $22,154,325
============= ============
LIABILITIES AND STOCKHOLDERS EQUITY:
Current liabilities:
Accounts payable $ 234,917 $ 277,718
Accrued compensation 203,145 176,726
Accrued expenses 156,711 168,069
------------- ------------
Total current liabilities 594,773 622,513
Deferred lease liability 55,100 47,391
------------- ------------
Total liabilities 649,873 669,904
------------- ------------
Commitments and contingencies
Stockholders equity:
Preferred stock, $.01 par value;
1,000,000 shares authorized:
Series Junior Participating Cumulative
Preferred Stock; 200,000 shares
designated; 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;
9,389,165 shares issued (9,345,665
outstanding) at April 30, 1996 76,873 93,892
Additional paid-in capital 43,626,657 61,340,776
Accumulated deficit (36,628,209) (39,737,384)
Net unrealized gain (loss) on marketable
securities 16,191 (20,050)
------------- ------------
7,091,512 21,677,234
Less, common stock held in treasury, at cost;
43,500 shares (192,813) (192,813)
------------- ------------
Total stockholders equity 6,898,699 21,484,421
------------- ------------
Total liabilities and
stockholders equity $ 7,548.572 $ 22,154,325
============= =============
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> 3
EMISPHERE TECHNOLOGIES, INC.
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
For the three months ended For the nine months ended
April 30, April 30,
__________________________ _________________________
1995 1996 1995 1996
____________ ___________ ___________ ____________
Revenues:
Research and
development $ -- $ -- $ -- $ 3,033,333
------------- ------------ ------------ ------------
Costs and expenses:
General and
administrative 610,298 656,653 1,710,854 1,883,379
Research and
development 1,447,594 1,817,015 4,404,263 4,700,890
------------- ------------ ------------ ------------
Total operating
expenses 2,057,892 2,473,668 6,115,117 6,584,269
------------- ------------ ------------ ------------
Operating loss (2,057,892) (2,473,668) (6,115,117) (3,550,936)
------------- ------------ ------------ ------------
Other income:
Investment income 159,882 147,153 295,128 441,761
------------- ------------ ------------ ------------
Net loss $(1,898,010) $(2,326,515) $(5,819,989) $(3,109,175)
============= ============ ============ ============
Net loss per share $ (0.25) $ (0.28) $ (0.77) $ (0.38)
============= ============ ============ ============
Weighted average
number of shares
outstanding 7,576,048 8,352,458 7,574,199 8,140,262
============= ============ ============ =============
See accompanying notes to the financial statements
<PAGE> 4
<TABLE>
EMISPHERE TECHNOLOGIES, INC.
STATEMENT OF STOCKHOLDERS EQUITY
(Unaudited)
For the nine months ended April 30, 1996
Net
Unrealized
Gain Common Stock
Common Stock Additional (Loss) on Held In Treasury
_________________ Paid-in Accumulated Marketable ________________
Shares Amount Capital Deficit Securities Shares Amount 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 purchases 101,861 1,019 312,541 313,560
Issuance of common stock
and warrants to Elan
International Services
Ltd., net of expenses 600,000 6,000 7,457,000 7,463,000
Issuance of common stock in
connection with a public
offering at $10.00 per
share net of expenses 1,000,000 10,000 9,944,578 9,954,578
Change in net unrealized
gain (loss) on marketable
securities (36,241) (36,241)
Net loss for the nine
months ended April 30,
1996 (3,109,175) (3,109,175)
--------- --------- ----------- ------------- ----------- ------ ---------- -------------
Balance, April 30, 1996 9,389,165 $ 93,892 $61,340,776 $(39,737,384) $ (20,050) 43,500 $(192,813) $ 21,484,421
========= ========= =========== ============= =========== ====== ========== =============
See accompanying notes to financial statements
</TABLE>
<PAGE> 5
EMISPHERE TECHNOLOGIES, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
For the nine months
ended
April 30,
____________________________
1995 1996
_____________ ____________
Cash flows from operating activities:
Net loss $(5,819,989) $(3,109,175)
------------- ------------
Adjustments to reconcile net loss to net
cash used in operating activities:
Depreciation and amortization 390,573 414,906
Increase (decrease) in deferred lease
liability 1,323 (7,709)
Realized loss (gain) on sale of
marketable securities 35,824 (16,121)
Change in assets and liabilities:
Prepaid expenses and other current assets 89,535 (165,831)
Accounts payable and accrued expenses 61,784 27,740
------------- ------------
Total adjustments 579,039 252,985
------------- ------------
Net cash used in operating activities (5,240,950) (2,856,190)
------------- ------------
Cash flows from investing activities:
Capital expenditures (139,504) (261,508)
Purchase of marketable securities (21,789,421) (12,721,210)
Proceeds from sales of marketable securities 27,184,729 8,555,926
------------- ------------
Net cash provided by (used in)
investing activities 5,255,804 (4,426,792)
------------- ------------
Cash flows from financing activities:
Net proceeds from issuance of common stock and
warrants to Elan International Services Ltd. 7,463,000
Net proceeds from issuance of common stock in a
public offering 9,954,578
Proceeds from exercise of options and employee
stock purchases 16,864 313,560
Purchase of treasury stock (123,438)
------------- ------------
Net cash (used in) provided by
financing activities (106,574) 17,731,138
------------- ------------
Net (decrease) increase in cash and
cash equivalents (91,720) 10,448,156
Cash and cash equivalents, beginning of period 272,607 2,226,156
------------- -----------
Cash and cash equivalents,
end of period $ 180,887 $12,674,312
============= ============
See accompanying notes to financial statements
<PAGE> 6
EMISPHERE TECHNOLOGIES, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
1. Interim Financial Statements:
THE condensed interim financial statements 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 April 30, 1996.
<TABLE>
Unrealized Holding
Amortized Fair ______________________________________
Cost Basis Value Gains Losses Net
_____________ ___________ __________ __________ ___________
<S> <C> <C> <C> <C> <C>
Maturities within one
year
Corporate debt
securities $2,278,222 $2,278,222 $ $ $
Debt securities
issued by the
U.S. Government
and U.S. agencies 1,303,669 1,306,786 3,117 3,117
Maturities between one
and two years
Debt securities
issued by the
U.S. Government
and U.S. agencies 1,771,862 1,756,476 4,009 (19,395) (15,386)
Mortgage based securities 1,129,134 1,124,714 (4,420) (4,420)
Asset backed securities 1,075,723 1,072,362 (3,361) (3,361)
------------ ----------- ----------- ---------- ---------
$ 7,558,610 $7,538,560 $ 7,126 $ (27,176) $(20,050)
============ =========== =========== ========== =========
The aggregate net unrealized loss of $20,050 has been included as a
reduction to stockholders' equity at April 30, 1996.
</TABLE>
<PAGE> 7
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
s h are, in consideration for $7.5 million. The warrants contain
antidilutive provisions, are exercisable upon issuance, and expire on
October 18, 2000.
4. Public Offering
During April 1996, the Company sold one million shares of its common stock
through a public offering at $10.00 per share, with net proceeds of
approximately $10 million.
5. Impact of the Future Adoption of Recently Issued Accounting Standards:
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.
6. 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.
There have been 1.8 million shares of the Company s common stock 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. As of April 30, 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> 8
7. Stockholders Rights Plan
On February 23, 1996, the Companys Board of Directors (the Board)
declared a dividend of one preferred share purchase right (a Right) for
each outstanding share of common stock. Each Right entitles the
registered holder to purchase from the Company one one-hundredth of a
share of Series A Junior Participating Cumulative Preferred Stock (A
Preferred Stock) at an exercise price of $80 per one-one hundredth of a
preferred share.
The rights are not exercisable, or transferable apart from the common
stock, until the earlier to occur of (i) ten days following a public
announcement that a person or group of affiliated or associated persons
have acquired beneficial ownership of 20% or more of the outstanding
common stock of the Company or (ii) ten business days (or such late date,
as defined) following the commencement of, or announcement of an
intention to make, a tender offer or exchange offer the consummation of
which would result in the beneficial ownership be a person or group of
20% or more of the outstanding common stock f the Company. Furthermore,
if the Company enters into consolidation, merger, or other business
combination, as defined, each Right would entitle the holder upon
exercise to recieve, in lieu of shares of A Preferred Stock, that number
of shares of common stock of the acquiring company having a value of two
times the exercise price of the Right, as defined. The Right contain
antidilutive provisions, are redeemable at the Company's option, subject
to certain defined restrictions, for $.01 per Right, and expire on
February 23, 2006.
As a result of the Rights dividend, the Board designated 200,000 shares
of preferred stock as A Preferred Stock. A Preferred Stockholders will
be entitled to a preferential cumulative quarterly dividend of the
greater of $1.00 per share or 100 times the per share dividend declared
on the Companys common stock. Each share will have 100 votes and will
vote together with the common shares.
<PAGE> 9
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 April 30, 1996 vs. Three Months Ended April 30, 1995:
For the three months ended April 30, 1996, and April 30, 1995, the Company has
no research and development revenues.
Total operating expenses for the fiscal quarter ended April 30, 1996, increased
by approximately $416,000, or 20%, as compared to the fiscal quarter ended April
30, 1995. The details of this increase are as follows:
General and administrative expenses increased by approximately $46,000, or 8%,
in the fiscal quarter ended April 30, 1996, as compared to the fiscal quarter
ended April 30, 1995. This increase is primarily the result of legal and
professional fees incurred in connection with various corporate matters
during the quarter.
Research and development costs increased by approximately $369,000, or 26%, in
the fiscal quarter ended April 30, 1996, as compared to the fiscal quarter ended
April 30, 1995. The increased costs are attributable to the Company s clinical
development program for heparin. These higher costs were partially offset by a
decrease in funding of outside consultants and universities engaged to conduct
studies to help advance the Company's scientific research efforts. The Company
also experienced a decrease in personnel and related expenses due, in part, to a
staff reduction in May 1995. The Company believes that this level of research
and development spending will continue for the foreseeable future and may
increase as operations are expanded to meet the Company s scientific research
goals in the future.
<PAGE> 10
The Company's other income in the quarter ended April 30,1996 decreased by
approximately $13,000, or 8%, as compared to the fiscal quarter ended
April 30, 1995. The decrease was due to lower returns on the Company's
investment portfolio.
The Companys net loss for the three months ended April 30, 1996 was $2,326,515
as compared to a net loss of $1,898,010 for the three months ended April 30,
1995.
Nine Months Ended April 30, 1996 vs. Nine Months Ended April 30, 1995:
For the nine months ended April 30, 1996, the Company recognized $3,033,333 of
research and development revenue compared to none for the nine months ended
April 30, 1995. Research and development revenue consisted of the recognition
of payments of $3 million and $33,333 under the Company s agreements with Elan
Corporation plc ( Elan ) and Pasteur Merieux ( Pasteur ), respectively. 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 Emispheres completion of a defined milestone as
called for in its feasibility agreement with Pasteur.
Total operating expenses for the nine month period ended April 30, 1996,
increased by approximately $469,000, or 8%, as compared to the nine month period
ended April 30, 1995. The details of this increase are as follows:
General and administrative expenses increased by approximately $173,000, or 10%,
for the nine months ended April 30, 1996, as compared to the nine months ended
April 30, 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 increased by
approximately $297,000, or 7%, for the nine months ended April 30, 1996, as
compared to the nine months ended April 30, 1995. This increase is mainly the
result of costs related to the Companys clinical development program for
heparin. The higher costs associated with the clinical development program were
partially offset by a decrease in funding of outside consultants and
universities engaged to conduct studies to help advance the Companys scientific
research efforts. The Company also experienced a decrease in personnel and
related expenses due, in part, to a staff reduction in May 1995. 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 nine months ended April 30, 1996 increased by
approximately $147,000, or 50%, compared to the nine months ended April 30,
1995. This was primarily the result of a larger investment portfolio and better
overall returns for the nine months ended April 30, 1996. In addition, the
Company realized losses of approximately $36,000 on the sale of investment
securities during the nine months ended April 30, 1995, whereas gains of
approximately $16,000 were realized during the nine months ended April 30, 1996.
The Companys a net loss for the nine months ended April 30, 1996 was $3,109,175,
as compared to a net loss of $5,819,989 for the nine months ended April 30,
1995.
<PAGE> 11
Liquidity and Capital Resources
As of April 30, 1996, the Company had working capital of approximately
$19,905,000 as compared with approximately $5,173,000 at July 31, 1995. Cash
and cash equivalents and marketable securities were approximately $20,213,000 as
of April 30, 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
due, in part to 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 also sold 1,000,000
shares of its common stock during April 1996 at $10.00 per share through a
public offering which raised net proceeds of approximately $10 million.
On February 23, 1996, the Companys Board of Directors (the Board) adopted a
Stockholder Rights Plan designed to protect the Companys stockholders from
coercive or abusive takeover tactics. In connection with the Rights Plan, the
Board designated 200,000 shares of preferred stock as Series A Junior
Participating Cumulative Preferred Stock (A Preferred Stock) and declared a
dividend of one preferred share purchase right (a Right) for each outstanding
share of common stock. Such dividend was paid to holders of record of the
Companys common stock as of March 15, 1996. Each Right entitles the registered
holder to purchase from the Company one one-hundredth of a share of A Preferred
Stock at an exercise price of $80 per one one-hundredth of a preferred share.
The Rights are exercisable only upon the occurence of certain defined events,
contain antidilutive provisions, are redeemable at the Companys option, subject
to certain defined restriction, for $.01 per Right, and expire on February 23,
2006.
The Company expects to incur substantial research and development expenses
associated with the development of the Company's oral drug delivery system. As
a 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 fiscal year 1998. No assurance can be
given that there will be no change that would consume the Company s liquid
assets before such time. While the Company is not currently undertaking 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 Standards:
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> 12
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 April 30, 1995 and 1996
11.2 Statement of Computation of Per Share Data for the nine months ended
April 30, 1995 and 1996
(b) Reports
During the fiscal quarter ended April 30, 1996, the Company filed a
Current Report on Form 8-K dated March 5, 1996 reporting under Item 5
thereof the adoption of a rights plan on February 23, 1996
<PAGE> 13
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: April 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 & Chief Accounting
Officer (Principal Financial
Officer)
<PAGE> 14
Exhibit 11.1
EMISPHERE TECHNOLOGIES, INC.
STATEMENT OF COMPUTATION OF PER SHARE DATA
For the three months ended
____________________________________________________
April 30, 1995 April 30, 1996
_________________________ _________________________
Primary Fully Primary Fully
Diluted Diluted
Net (loss) income $(1,898,010) $(1,898,010) $(2,326,515) $(2,326,515)
Interest earned on
excess proceeds 115,138
------------ ------------ ------------ ------------
Adjusted net loss (1,898,010) (1,898,010) (2,326,515) (2,211,377)
============ ============ ============ ============
Weighted average
number of shares 7,576,048 7,576,048 8,352,458 8,352,458
Shares issuable upon
exercise of options
and warrants (A) 3,441,118
Shares assumed to be
repurchased under the
treasury stock method (1,869,133)
------------ ----------- ------------ ------------
7,576,048 7,576,048 8,352,458 9,924,443
============ =========== ============ ============
NET (LOSS) INCOME PER
SHARE $ (0.25) $ (0.25) $ (0.28) $ (0.22)
============ =========== ============ ============
(A) As of, and for the quarter ended April 30, 1995 all previously issued and
outstanding options had exercise prices above the current fair market
value of the common stock.
Exhibit 11.2
EMISPHERE TECHNOLOGIES, INC.
STATEMENT OF COMPUTATION OF PER SHARE DATA
For the nine months ended
_____________________________________________________
April 30, 1995 April 30, 1996
_________________________ _________________________
Primary Fully Primary Fully
Diluted Diluted
Net loss $(5,819,989) $(5,819,989) $(3,109,175) $(3,109,175)
Interest earned on
excess proceeds 166,150
------------ ------------ ------------ ------------
Adjusted net loss (5,819,989) (5,819,989) (3,109,175) (2,943,025)
------------ ------------ ------------ ------------
Weighted average
number of shares 7,574,199 7,574,199 8,140,262 8,140,262
Shares issuable upon
exercise of options
and warrants (A) 2,937,350
Shares assumed to be
repurchased under the
treasury stock method (1,869,133)
------------ ------------ ------------ ------------
7,574,199 7,574,199 8,140,262 9,208,479
============ ============ ============ ============
NET LOSS PER SHARE $ (0.77) $ (0.77) $ (0.38) $ (0.32)
============ ============ ============ ============
(A) As of, and for the nine months ended April 30, 1995 all previously issued
and outstanding options had exercise prices above the current fair market
value of the common stock.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summery financial information extracted from Emisphere
Technologies, Inc. 1996 Third Quarter 10-Q and is qualified in its entirety by
reference to such 10-Q filing.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JUL-31-1996
<PERIOD-END> APR-30-1996
<CASH> 12,674,312
<SECURITIES> 7,538,560
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 314,299
<PP&E> 1,550,911
<DEPRECIATION> 0
<TOTAL-ASSETS> 22,154,325
<CURRENT-LIABILITIES> 622,513
<BONDS> 0
0
0
<COMMON> 93,892
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 22,154,325
<SALES> 0
<TOTAL-REVENUES> 3,033,333
<CGS> 0
<TOTAL-COSTS> 6,584,269
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (3,109,175)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (3,109,175)
<EPS-PRIMARY> (0.38)
<EPS-DILUTED> (0.32)
</TABLE>
