<PAGE> 1
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------
FORM 10-Q
-----------
(Mark One)
X Quarterly report pursuant to Section 13 or 15(d) of the Securities
- --- Exchange Act of 1934
FOR THE PERIOD ENDED JUNE 30, 1996
OR
___ Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
COMMISSION FILE NUMBER: 0-28324
BIOTRANSPLANT INCORPORATED
(Exact name of registrant as specified in its charter)
DELAWARE 04-3119555
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
CHARLESTOWN NAVY YARD, BUILDING 75, THIRD AVENUE
CHARLESTOWN, MASSACHUSETTS 02129
(Address of principal executive offices)
(617) 241-5200
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days:
Yes No X *
---- ----
*All forms have been filed as required; the registrant has not been
subject to such filing requirements for the past 90 days.
As of August 13, 1996, there were 8,548,748 shares of the
Registrant's Common Stock outstanding.
================================================================================
<PAGE> 2
BIOTRANSPLANT INCORPORATED AND SUBSIDIARY
FORM 10-Q
INDEX
<TABLE>
PART I. FINANCIAL INFORMATION
<CAPTION>
Page No.
--------
<S> <C> <C>
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS:
Condensed Consolidated Balance Sheets as of December 31, 1995 and June 30, 1996 ............. 3
Condensed Consolidated Statement of Operations for the three and six months ended June 30,
1995 and 1996, and for the period from inception (March 20, 1990) to June 30, 1996... 4
Condensed Consolidated Statement of Cash Flows for six months ended June 30, 1995 and 1996,
and for the period from inception (March 20, 1990) to June 30, 1996.................. 5
Notes to Condensed Consolidated Financial Statements.......................................... 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS......... 7
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.............................................................. 10
SIGNATURES........................................................................... 10
</TABLE>
2
<PAGE> 3
PART I. FINANCIAL INFORMATION
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
BIOTRANSPLANT INCORPORATED AND SUBSIDIARY
(A Development Stage Company)
<TABLE>
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
<CAPTION>
December 31, June 30,
1995 1996
------------ ------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 2,848,549 $ 36,697,960
Accounts receivable 250,000 --
Deposits and other prepaid expenses 343,303 951,344
------------ ------------
Total current assets 3,441,852 37,649,304
Property and equipment - net 1,830,219 1,556,283
Other assets 99,563 82,970
------------ ------------
TOTAL ASSETS $ 5,371,634 $ 39,288,557
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current obligation under capital leases $ 450,768 $ 425,667
Accounts payable 187,225 153,014
Accrued expenses 967,430 1,181,111
Deferred revenue 1,750,000 3,000,000
------------ ------------
Total current liabilities 3,355,423 4,759,792
------------ ------------
Long-term obligation under capital lease 614,939 404,981
------------ ------------
Convertible notes payable to stockholders 1,000,000 --
------------ ------------
Redeemable convertible preferred stock at net amount paid in, 15,586,345 shares
issued and outstanding at December 31, 1995 29,241,474 --
------------ ------------
Stockholders' equity (deficit):
Preferred stock, $.01 par value, authorized 2,000,000 shares; issued and
outstanding - no shares -- --
Common stock, $.01 par value, authorized 25,000,000 shares; issued and outstanding
126,594 shares at December 31, 1995 and 8,548,748 shares at June 30, 1996 1,266 85,487
Additional paid-in capital 1,230,343 65,256,492
Accumulated deficit (30,071,811) (31,218,195)
------------ ------------
Total stockholders equity (deficit) (28,840,202) 34,123,784
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 5,371,634 $ 39,288,557
============ ============
</TABLE>
The accompanying notes are an integral part of these
condensed consolidated financial statements.
3
<PAGE> 4
Biotransplant INCORPORATED AND SUBSIDIARY
(A Development Stage Company)
<TABLE>
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<CAPTION>
Cumulative
Three Months Ended June 30, Six Months Ended June 30, Since
1995 1996 1995 1996 Inception
---------- ----------- ----------- ----------- ------------
<S> <C> <C> <C> <C> <C>
Revenues:
License fees $2,000,000 $2,000,000 $ 2,000,000 $ 2,000,000 $ 9,000,000
Research and development 500,000 1,250,000 875,000 3,250,000 11,750,000
Interest income 35,128 305,315 94,437 381,012 906,489
---------- ---------- ----------- ----------- ------------
Total revenues 2,535,128 3,555,315 2,969,437 5,631,012 21,656,489
---------- ---------- ----------- ----------- ------------
Expenses:
Research and development 2,371,114 3,122,811 4,901,150 5,678,441 41,953,649
General and administrative 408,489 559,369 839,105 1,016,175 9,281,772
Interest 159,212 31,573 352,303 82,781 1,639,263
---------- ---------- ----------- ----------- ------------
Total expenses 2,938,815 3,713,753 6,092,558 6,777,397 52,874,684
---------- ---------- ----------- -----------
Net loss $ (403,687) $ (158,438) $(3,123,121) $(1,146,385) $(31,218,195)
========== ========== =========== =========== ============
Pro forma net loss per common share $ (0.10) $ (0.02) $ (0.78) $ (0.18)
========== ========== =========== ===========
Shares used in computing pro forma
net loss per common share 4,012,210 7,301,935 4,011,266 6,216,640
========== ========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these
condensed consolidated financial statements.
4
<PAGE> 5
BIOTRANSPLANT INCORPORATED AND SUBSIDIARY
(A Development Stage Company)
<TABLE>
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<CAPTION>
Cumulative
Six months Ended June 30, Since
1995 1996 Inception
----------- ----------- ------------
<S> <C> <C> <C>
Cash flows from operating activities:
Net loss $(3,123,121) $(1,146,385) $(31,218,195)
Adjustments to reconcile net loss to net cash
provided by (used) in operating activities:
Depreciation and amortization 409,689 341,979 2,218,745
Noncash interest expense -- 15,583 465,477
Noncash expenses related to options and warrants 79,599 16,594 1,102,277
Changes in current assets and liabilities:
Accounts receivable (5,272) 250,000 --
Deposits and prepaid expenses 35,391 (608,041) (951,344)
Accounts payable (257,957) (34,211) 153,014
Accrued expenses 448,075 213,681 1,181,111
Deferred revenue 1,125,000 1,250,000 3,000,000
----------- ----------- ------------
Net cash provided by (used in) operating activities (1,288,596) 299,200 (24,048,915)
----------- ----------- ------------
Cash flows from investing activities:
Purchases of property and equipment (71,307) (68,043) (3,150,296)
Disposal of property and equipment, net -- -- 28,040
----------- ----------- ------------
Net cash used in investing activities (71,307) (68,043) (3,122,256)
----------- ----------- ------------
Cash flows from financing activities:
Proceeds from convertible notes payable to stockholders -- -- 9,400,000
Payments of obligations under capital leases (281,928) (235,059) (1,363,561)
Proceeds from sale/leaseback of equipment -- -- 771,968
Net proceeds from equipment leases -- -- 1,422,240
Net proceeds from sale of redeemable convertible preferred stock -- 5,889,530 25,661,526
Proceeds from sale of common stock 6,007 27,963,783 27,976,958
----------- ----------- ------------
Net cash provided by (used for) financing activities (275,921) 33,618,254 63,869,131
----------- ----------- ------------
Net increase (decrease) in cash and cash equivalents (1,635,824) 33,849,411 36,697,960
Cash and cash equivalents, beginning of period 2,343,126 2,848,549 --
----------- ----------- ------------
Cash and cash equivalents, end of period $ 707,302 $36,697,960 $ 36,697,960
=========== =========== ============
Supplemental disclosures and noncash transactions:
Increase in equipment under capital leases $ -- $ -- $ (2,210,270)
=========== =========== ============
Conversion of convertible notes payable to stockholders and
accrued interest into redeemable convertible preferred stock $ -- $ 1,055,816 $ 9,905,710
=========== =========== ============
Issuance of warrants $ -- $ -- $ 741,737
=========== =========== ============
Interest paid during the period $ 102,565 $ 67,144 $ 1,282,073
=========== =========== ============
</TABLE>
The accompanying notes are an integral part of these
condensed consolidated financial statements.
5
<PAGE> 6
BIOTRANSPLANT INCORPORATED AND SUBSIDIARY
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. OPERATIONS AND BASIS OF PRESENTATION
BioTransplant Incorporated (the "Company") was incorporated on March 20, 1990.
The Company is developing proprietary anti-rejection pharmaceuticals and organ
transplantation systems which represent a comprehensive approach to inducing
long-term specific transplantation tolerance in humans.
The Company is in the development stage and is devoting substantially all of its
efforts toward product research and development and raising capital. The Company
is subject to a number of risks similar to those of other development stage
companies, including dependence on key individuals, competition from substitute
products and larger companies, the development of commercially usable products,
obtaining regulatory approval for products under development, the development
and marketing of commercial products, and the need to obtain adequate additional
financing necessary to fund the development of its products.
During May 1996, the Company completed an initial public offering of 3,220,000
of common stock resulting in net proceeds of approximately $28.0 million (see
Note 4).
The financial statements herein have been prepared by the Company, without
audit, pursuant to the rules and regulations of the Securities and Exchange
Commission ("SEC") and include, in the opinion of management, all adjustments,
consisting of normal, recurring adjustments, necessary for a fair representation
of interim period results. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to such rules and
regulations. The results for the interim periods presented are not necessarily
indicative of results to be expected for the fiscal year or any future period.
It is suggested that these condensed consolidated financial statements be read
in conjunction with the audited consolidated financial statements and the notes
thereto included in the Company's initial public offering Prospectus dated May
8, 1996, which is part of the Company's Registration Statement on Form S-1, as
amended and filed with the SEC (Reg. No. 333-2144).
2. CASH AND CASH EQUIVALENTS
Cash and cash equivalents are stated at cost, which approximates market value,
and include short-term, highly liquid investments with original maturities of
less than three months from the date of purchase.
3. PRO FORMA NET LOSS PER COMMON SHARE
Pro forma net loss per common share is based on the pro forma weighted average
number of common shares outstanding during the periods presented, assuming the
automatic conversion of all shares of Series A, B, D and E redeemable
convertible preferred stock then outstanding into 3,896,580 shares of common
stock at June 30, 1995. Pursuant to the requirements of the SEC, common stock
and preferred stock issued during the 12 months immediately preceding the
initial public offering, plus shares of common stock that became issuable during
the same period pursuant to the grant of common stock options and warrants, have
been included in the calculation of pro forma weighted average number of common
shares outstanding for the entire period using the treasury stock method.
Historical net loss per share has not been presented as such information is not
considered to be relevant or meaningful.
4. INITIAL PUBLIC OFFERING
In May 1996, the Company completed an initial public offering of 3,220,000
shares of common stock for $9.50 per share, resulting in net proceeds of
approximately $28.0 million. In addition, all outstanding shares of Series A, B,
D and E redeemable convertible preferred stock were automatically converted into
5,202,154 shares of common stock upon the closing of the initial public
offering.
6
<PAGE> 7
BIOTRANSPLANT INCORPORATED AND SUBSIDIARY
(A Development Stage Company)
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion of the financial condition and results of operations of
the Company for the three and six months ended June 30, 1995 and 1996 should be
read in conjunction with the accompanying unaudited condensed consolidated
financial statements and the related notes thereto.
This report may contain certain forward looking statements which involve risks
and uncertainties. Such statements are subject to certain factors which may
cause the Company's plans and results to differ significantly from the plans and
results discussed in forward looking statements. Factors that may cause such
differences include, but are not limited to, the progress of the Company's
research and development programs, the Company's ability to compete
successfully, the Company's ability to attract and retain qualified personnel,
the Company's ability to enter into and maintain collaborations with third
parties , the Company's ability to enter into and progress in clinical trials,
the time and costs involved in obtaining regulatory approvals, the costs
involved in obtaining and enforcing patents, proprietary rights and any
necessary licenses, the ability of the Company to establish development and
commercialization capacities or relationships, the costs of manufacturing, the
Company's ability to obtain additional funds, and those other risks discussed
under the heading "Risk Factors" in the Prospectus dated May 8, 1996 included in
the Company's Registration Statement on Form S-1, as amended (Reg. No.
333-2144).
OVERVIEW
Since commencement of operations in 1990, the Company has been a development
stage company engaged primarily in the research and development of proprietary
anti-rejection pharmaceuticals and organ transplantation systems which represent
a comprehensive approach to inducing long-term specific transplantation
tolerance in humans. The major sources of the Company's working capital have
been the proceeds of sales of equity securities, sponsored research funding and
license fees and capital lease financings. The Company has not generated any
revenues from the sales of products to date, and does not expect to receive any
product revenues for several years. The Company will be required to conduct
significant research, development, testing and regulatory compliance activities
that, together with general and administrative expenses, are expected to result
in significant and increasing operating losses for at least the next several
years.
In 1993, and as amended and restated in September 1995, the Company and Sandoz
entered into a collaboration agreement for the development and commercialization
of xenotransplantation products utilizing gene transduction. Under the
agreement, Sandoz has committed research funding through March 1998 of $20.0
million, of which $14.0 million had been received as of June 30, 1996, and
agreed to pay license fees of $10.0 million, of which $7.0 million had been
received as of June 30, 1996. Sandoz has also agreed to fund certain development
and premarketing costs of such products, portions of which, under certain
circumstances, may be repayable from the Company's operating profits from sales
of such products.
In October 1995, the Company and MedImmune formed a collaborative research
agreement for the development of products to treat and prevent organ rejection.
MedImmune paid the Company a $2.0 million license fee at the time of execution
of the agreement, and agreed to fund and assume responsibility for clinical
testing and commercialization of BTI-322 and other related products. MedImmune
has agreed to provide research support and make milestone payments which could
total up to an additional $14.0 million, of which $750,000 had been received as
of June 30, 1996.
7
<PAGE> 8
RESULTS OF OPERATIONS:
THREE MONTHS ENDED JUNE 30, 1996 AND 1995
Revenues increased to $3.6 million for the three months ended June 30, 1996 from
$2.5 million for the three months ended June 30, 1995. The increase in revenues
was due to increased research and development revenues which consisted of
increased funding from Sandoz of $500,000 for the three months ended June 30,
1996 as a result of the amendment and restatement of the collaboration agreement
and $250,000 in research support revenue recognized in connection with the
collaboration formed with MedImmune. Interest income increased to $305,000 for
the three months ended June 30, 1996 from $35,000 for the three months ended
June 30, 1995. The increase was due primarily to higher cash balances available
for investment as a result of the initial public offering of the Company's
common stock, completed in May 1996.
Research and development expenses increased to $3.1 million for the three months
ended June 30, 1996 from $2.3 million for the three months ended June 30, 1995.
This increase was primarily due to the final $250,000 payment of a $500,000
commitment for research support to Stem Cell Sciences combined with increases in
research and development staff together with the associated increases in
supplies and support services, partially offset by decreased expenditures
related to the human clinical safety trials for BTI-322.
General and administrative expenses increased to $559,000 for the three months
ended June 30, 1996 from $394,000 for the three months ended June 30, 1995. This
increase was primarily due to increases in outside professional services in
connection with market research and business development in part offset by
decreased salary and related expenses and decreased headcount for general and
administrative functions.
Interest expense decreased to $32,000 for the three months ended June 30, 1996
from $159,000 for the three months ended June 30, 1995. The decrease was
primarily due to the conversion of $4.4 million and $1.0 million of convertible
notes payable to stockholders, and the accrued interest thereon, into redeemable
convertible preferred stock in October 1995 and February 1996, respectively. The
redeemable convertible preferred stock was automatically converted into 738,208
shares of common stock upon the closing of the Company's initial public
offering. The decrease was also attributable to decreasing balances on existing
obligations under capital leases.
As a result of the above factors, the Company incurred a net loss for the three
months ended June 30, 1996 of $158,000, or $0.02 per share, compared to a net
loss of $361,000, or $0.09 per share for the three months ended June 30, 1995.
SIX MONTHS ENDED JUNE 30, 1996 AND 1995
Revenues increased to $5.6 million for the six months ended June 30, 1996 from
$3.0 million for the six months ended June 30, 1995. The increase in revenues
was due to increased research and development revenues which consisted of
increased funding from Sandoz of $1.9 million for the six months ended June 30,
1996 as a result of the amendment and restatement of the collaboration agreement
and $500,000 in research support revenue recognized in connection with the
collaboration formed with MedImmune. Interest income increased to $381,000 for
the six months ended June 30, 1996 from $94,000 for the six months ended June
30, 1995. The increase was due primarily to higher cash balances available for
investment as a result of the Company's initial public offering, completed in
May 1996.
Research and development expenses increased to $5.7 million for the six months
ended June 30, 1996 from $4.9 million for the six months ended June 30, 1995.
This increase was primarily due to the payment of $500,000 for research support
to Stem Cell Sciences, combined with increases in research and development staff
together with the associated increases in supplies and support services,
partially offset by decreased expenditures related to the human clinical safety
trials for BTI-322.
General and administrative expenses increased to $1.0 million for the six months
ended June 30, 1996 from $839,000 for the six months ended June 30, 1995. This
increase was primarily due to increases in outside professional services in
connection with market research and business development in part offset by
decreased salary and related expenses for general and administrative personnel.
8
<PAGE> 9
Interest expense decreased to $83,000 for the six months ended June 30, 1996
from $352,000 for the six months ended June 30, 1995. The decrease was primarily
due to the conversion of $4.4 million and $1.0 million of convertible notes
payable, and the accrued interest thereon, to stockholders into redeemable
convertible preferred stock in October 1995 and February 1996, respectively. The
redeemable convertible preferred stock was automatically converted into 738,208
shares of common stock upon the closing of the Company's initial public
offering. In addition, the decrease was in part attributable to decreasing
balances on existing obligations under capital leases.
As a result of the above factors, the Company incurred a net loss for the six
months ended June 30, 1996 of $1.1 million, or $0.18 per share, compared to a
net loss of $3.1 million, or $0.78 per share for the six months ended June 30,
1995.
LIQUIDITY AND CAPITAL RESOURCES
In May 1996, the Company completed an initial public offering of 3,220,000
shares of common stock at a price of $9.50 per share, and received net proceeds
of approximately $28.0 million. In addition, all outstanding shares of Series A,
B, D and E redeemable convertible preferred stock were automatically converted
into 5,202,154 shares of common stock upon the closing of the initial public
offering.
Since its inception and prior to the completion of the Company's initial public
offering, the Company's operations have been funded principally through the net
proceeds of an aggregate of $36.2 million from private placements of equity
securities. The Company has also received $21.0 million from a research and
development and collaboration agreement with Sandoz, $2.8 million from an
alliance agreement with MedImmune and $2.2 million in equipment lease financing.
The proceeds of the private placements, notes payable and capital leases and
cash generated from the corporate collaborations with Sandoz and MedImmune have
been used to fund operating losses of approximately $31.2 million and the
investment of approximately $3.7 million in equipment and leasehold improvements
through June 30, 1996. The Company had no significant commitments as of June 30,
1996 for capital expenditures.
During the six months ended June 30, 1996, the Company paid Stem Cell Sciences
$500,000 for research support and to maintain its pro rata equity interest in
Stem Cell Sciences. In addition, the Company has an option to purchase
additional shares of Stem Cell Sciences prior to July 1996, to maintain its pro
rata equity interest and provide research support. If the Company does not make
such further investment, its rights to certain technologies become nonexclusive.
The Company had cash and cash equivalents and working capital of $36.7 and $32.8
million, respectively, on a pro forma basis as of June 30, 1996, reflecting the
net proceeds of $28.0 million from the initial public offering as described
above.
The Company has entered into sponsored research and consulting agreements with
certain hospitals, academic institutions and consultants, requiring periodic
payments by the Company. Aggregate minimum funding obligations under these
agreements, which include certain cancellation provisions, total approximately
$5.0 million, which includes approximately $2.4 million and $776,000 in 1996 and
1997, respectively.
The Company anticipates that its existing funds, including the proceeds from its
initial public offering and interest earned thereon, should be sufficient to
fund its operating and capital requirements as currently planned through the end
of 1997. However, the Company's cash requirements may vary materially from those
now planned, due to many factors, including, but not limited to, the progress of
the Company's research and development programs, the scope and results of
preclinical and clinical testing, changes in existing and potential
relationships with corporate collaborators, the time and cost in obtaining
regulatory approvals, the costs involved in obtaining and enforcing patents,
proprietary rights and any necessary licenses, the ability of the Company to
establish development and commercialization capacities or relationships, the
costs of manufacturing and other factors.
The Company expects to incur substantial additional costs, including costs
related to research and development activities, preclinical studies, clinical
trials, obtaining regulatory approvals, manufacturing and the expansion of its
facilities. The Company will need to raise substantial additional funds, through
additional financings including public or private equity offerings and
collaborative arrangements with corporate partners. There can be no assurance
that funds will be available on terms acceptable to the Company, if at all. If
adequate funds are not available, the Company may be required to delay, scale
back or eliminate certain of its product development programs or to license to
others the right to commercialize products or technologies that the Company
would otherwise seek to develop and commercialize itself, any of which would
have a material and adverse effect on the Company.
9
<PAGE> 10
BIOTRANSPLANT INCORPORATED AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits
11.1 Statement: Computation of Pro Forma Net Loss Per Common Share
27 Financial Data Schedule.
b) Reports on Form 8-K
None.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
BioTransplant Incorporated
(Registrant)
Date: August 13, 1996 /s/ Elliot Lebowitz
-----------------------------------------
Elliot Lebowitz
President and Chief Executive Officer
(Principal Executive Officer)
/s/ Richard V. Capasso
-----------------------------------------
Richard V. Capasso
Director of Finance
(Principal Finance and Accounting Officer)
10
<PAGE> 1
EXHIBIT 11.1
BIOTRANSPLANT INCORPORATED
<TABLE>
COMPUTATION OF PRO FORMA NET LOSS PER COMMON SHARE (1)
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
1995 1996 1995 1996
---------- ---------- ----------- -----------
<S> <C> <C> <C> <C>
Net Loss ............................................................. $ (403,687) $ (158,438) $(3,123,121) $(1,146,385)
========== ========== =========== ===========
Shares Used in Computing Pro Forma Net Loss Per Common Share:
Weighted Average Common Stock Outstanding During the Period ...... 123,266 7,027,058 122,322 5,741,178
Conversion of Redeemable Convertible Preferred Stock (2) ......... 3,212,896 -- 3,212,896 --
Dilutive Effect of Common Equivalent Shares Issued Subsequent to
March 1, 1995(3) .............................................. 676,048 274,877 676,048 475,462
---------- ---------- ----------- -----------
4,012,210 7,301,935 4,011,266 6,216,640
---------- ---------- ----------- -----------
Pro Forma Net Loss Per Common Share .................................. $ (0.10) $ (0.02) $ (0.78) $ (0.18)
========== ========== =========== ===========
<FN>
- -----------------------
(1) Historical net loss per common share has not been separately presented, as the amounts would not be meaningful.
(2) Effective with the closing of the Company's initial public offering of common stock, all shares of redeemable convertible
preferred stock automatically converted into shares of common stock. Accordingly the equivalent number of weighted
average common shares that would have been outstanding during each period presented have been included as outstanding.
(3) Pursuant to Securities and Exchange Commission Staff Accounting Bulletin No. 83, common stock, preferred stock, stock options
and warrants issued at prices below the initial public offering price per share ("cheap stock") during the twelve month
period immediately preceding the filing date of the Company's Registration Statement for its initial public offering have
been included as outstanding for all periods presented. The dilutive effect of the common and common stock equivalents was
computed in accordance with the treasury stock method.
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
CONSOLIDATED BALANCE SHEET @ JUNE 30, 1996 AND THE CONSOLIDATED STATEMENT OF
OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 1996 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH CONSOLIDATED FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUN-30-1996
<EXCHANGE-RATE> 1
<CASH> 36,697,960
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 37,649,304
<PP&E> 3,709,803
<DEPRECIATION> 2,153,520
<TOTAL-ASSETS> 39,288,557
<CURRENT-LIABILITIES> 4,759,792
<BONDS> 0
<COMMON> 85,487
0
0
<OTHER-SE> 65,256,492
<TOTAL-LIABILITY-AND-EQUITY> 39,288,557
<SALES> 0
<TOTAL-REVENUES> 5,631,012
<CGS> 0
<TOTAL-COSTS> 6,694,616
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 82,781
<INCOME-PRETAX> (1,146,385)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,146,385)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,146,385)
<EPS-PRIMARY> (0.18)
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