VIRUS RESEARCH INSTITUTE INC
10-Q, 1997-08-05
BIOLOGICAL PRODUCTS, (NO DIAGNOSTIC SUBSTANCES)
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<PAGE>   1

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 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 quarterly period ended       June 30, 1997
- --------------------------------------------------------------------
                                       or

( )      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
         EXCHANGE ACT OF 1934

         For the transition period from                        to
- --------------------------------------------------------------------------------

Commission File number              0-20711
- --------------------------------------------------------------------------------

                         VIRUS RESEARCH INSTITUTE, INC.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

         Delaware                                       22-3098869
- --------------------------------------------------------------------------------
         (State or other jurisdiction of                (IRS Employer
         incorporation or organization)                 Identification No.)

         61 Moulton Street, Cambridge, MA               02138
- --------------------------------------------------------------------------------
         (Address of principal executive offices)       (Zip code)


                                 (617) 864-6232
- --------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)


                                 Not Applicable
- --------------------------------------------------------------------------------
      (Former name, address and fiscal year, if changed since last report)


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.

                          (X) Yes                ( ) No

As of July 22, 1997, there were 8,902,281 shares of Common Stock outstanding.

<PAGE>   2


                         VIRUS RESEARCH INSTITUTE, INC.

<TABLE>
                                                       INDEX
<CAPTION>



PART I - FINANCIAL INFORMATION                                                              Page

<S>                                                                                           <C>
     Item 1.   Financial Statements:
                  Balance Sheets as of June 30, 1997 and
                    December 31, 1996..........................................................3

                  Statements of Operations for the Three Months
                    Ended June 30, 1997 and 1996,  for the Six
                    Months Ended June 30, 1997 and 1996, and for
                    the Period from Inception through June 30, 1997............................4

                  Statements of Cash Flows for the Six Months
                    Ended June 30, 1997 and 1996,  and for
                    the period from Inception through June 30, 1997............................5

                  Notes to Financial Statements ...............................................6

     Item 2.      Management's Discussion and Analysis of Financial
                    Condition and Results of Operations........................................7


PART II - OTHER INFORMATION

     Item 1.      Legal Proceedings...........................................................13

     Item 2.      Changes in Securities.......................................................13

     Item 3.      Defaults upon Senior Securities.............................................13

     Item 4.      Submission of Matters to a Vote of Security Holders.........................13

     Item 5.      Other Information...........................................................13

     Item 6.      Exhibits and Reports on Form 8-K............................................13

SIGNATURES ...................................................................................14
</TABLE>







                                       (2)


<PAGE>   3



PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                         VIRUS RESEARCH INSTITUTE, INC.
                          (A DEVELOPMENT STAGE COMPANY)
<TABLE>
                                                   BALANCE SHEETS
<CAPTION>


                                                                         JUNE 30,                DECEMBER 31,
                                                                           1997                      1996
                                                                       ------------              ------------

<S>                                                                    <C>                       <C>         
Current assets:
  Cash and cash equivalents                                            $  4,030,888              $ 15,209,180
  Marketable securities                                                  18,377,646                10,339,985
  Interest receivable                                                       239,988                   218,285
  Prepaid expenses                                                          439,835                   220,534
  Other current assets                                                      261,370                       659
                                                                       ------------              ------------
     Total current assets                                                23,349,727                25,988,643

Noncurrent assets:
  Marketable securities                                                           0                   499,891
  Leasehold improvements and equipment (net of
    accumulated depreciation and amortization of
    $2,244,230 at June 30, 1997 and
    $2,015,483 at December 31, 1996)                                        830,585                   881,363
  Other assets                                                               52,413                    67,634
                                                                       ------------              ------------
     Total noncurrent assets                                                882,998                 1,448,888
                                                                       ------------              ------------
     Total assets                                                      $ 24,232,725              $ 27,437,531
                                                                       ============              ============

Current liabilities:
  Accounts payable                                                     $    142,145              $     43,809
  Accrued consulting and research fees                                      523,493                   810,677
  Other accrued expenses                                                    583,303                   412,759
  Deferred revenue                                                          150,000                         0
  Current portion of lease obligation payable                               131,770                   155,079
                                                                       ------------              ------------
     Total current liabilities                                            1,530,711                 1,422,324

Lease obligation payable, less current portion                               16,131                    64,351

Stockholders' equity:

  Preferred stock -- $.001 par value;  5,000,000 shares
    authorized, none issued

  Common stock -- $.001 par value; 30,000,000 shares
   authorized; 8,902,131 shares issued at June 30, 1997
   and 8,845,027 shares issued at December 31, 1996                           8,902                     8,845

  Additional paid-in capital                                             51,927,725                51,907,179

  Deficit accumulated during the development stage                      (29,250,744)              (25,965,168)


                                                                       ------------              ------------
     Total stockholders' equity                                          22,685,883                25,950,856


                                                                       ------------              ------------
     Total liabilities and stockholders' equity                        $ 24,232,725              $ 27,437,531
                                                                       ============              ============
</TABLE>



                        SEE NOTES TO FINANCIAL STATEMENTS


                                      (3)

<PAGE>   4


                         VIRUS RESEARCH INSTITUTE, INC.
                          (A DEVELOPMENT STAGE COMPANY)
<TABLE>
                                              STATEMENT OF OPERATIONS
<CAPTION>


                                              THREE MONTHS ENDED              SIX MONTHS ENDED             CUMULATIVE
                                                   JUNE 30,                        JUNE 30,              SINCE INCEPTION
                                             1997           1996             1997           1996             (1991)
- ------------------------------------------------------------------------------------------------------------------------

<S>                                      <C>             <C>             <C>             <C>               <C>         
REVENUE:
Licensing and option revenue             $   250,000     $2,500,000      $   250,000     $2,520,000        $  6,240,000
Research and development revenue             387,491        312,500          774,982        837,500           3,340,180
Interest income                              339,816         99,465          672,596        111,892           1,897,128
                                         ------------------------------------------------------------------------------
TOTAL REVENUE                                977,307      2,911,965        1,697,578      3,469,392          11,477,308

EXPENSES:
Research and development                   1,672,085      1,286,648        3,372,561      2,633,634          27,382,041
General and administrative                   634,833        567,668        1,346,851        916,476          10,311,210
Depreciation                                  98,140        175,077          228,747        343,662           2,346,578
Interest expense                              17,010         63,161           34,995        123,118             688,223
                                         ------------------------------------------------------------------------------
TOTAL EXPENSES                             2,422,068      2,092,554        4,983,154      4,016,890          40,728,052
                                         ------------------------------------------------------------------------------
NET INCOME (LOSS)                        $(1,444,761)    $  819,411      $(3,285,576)    $ (547,498)       $(29,250,744)
                                         ==============================================================================

Net income (loss) per share                   ($0.16)         $0.12           ($0.37)        ($0.08)
                                         ==========================================================

Weighted average common shares
   outstanding                             8,892,995      6,864,975        8,877,493      6,451,487
</TABLE>


                        SEE NOTES TO FINANCIAL STATEMENTS


                                      (4)
<PAGE>   5


                         VIRUS RESEARCH INSTITUTE, INC.
                          (A DEVELOPMENT STAGE COMPANY)
<TABLE>
                                              STATEMENTS OF CASH FLOWS
<CAPTION>



                                                                      SIX MONTHS ENDED             CUMULATIVE
                                                                          JUNE 30,              SINCE INCEPTION
                                                                   1997              1996            (1991)
                                                              -------------------------------------------------

<S>                                                           <C>               <C>              <C>          
Cash flows from operating activities:

Net Loss                                                      $ (3,285,576)     $  (547,498)     $(29,250,744)

Adjustments to reconcile net loss to net cash
   used in operating activities:
   Depreciation and amortization                                   232,743          366,412         2,393,108
   Conversion of accrued interest to preferred stock                     0           46,026            58,373
   Changes in operating assets and liabilities:
   Increase in prepaid expenses
    and other assets                                              (486,493)        (107,176)         (870,478)
   Increase (decrease) in accounts payable and
    accrued expenses                                               (18,305)          (8,132)        1,248,939
   Increase in deferred revenue                                    150,000          137,500           150,000

                                                              -----------------------------------------------
   Net cash used in operating activities                        (3,407,631)        (112,868)      (26,270,802)

Cash flows from investing activities:
   Purchases of marketable securities, net                      (7,537,770)               0       (18,377,646)
   Capital expenditures                                           (177,968)        (321,206)       (3,092,260)
   Other                                                                 0                0           (46,182)

                                                              -----------------------------------------------
   Net cash used in investing activities                        (7,715,738)        (321,206)      (21,516,088)

Cash flows from financing activities:
   Proceeds from notes payable                                           0                0         7,973,668
   Sale and leaseback related to capital acquisitions                    0                0           751,311
   Principal payments on lease obligations                         (75,525)         (90,745)         (759,720)
   Sale of common stock                                             20,602       27,607,712        27,710,461
   Sale of preferred stock                                               0        1,500,140        19,258,613
   Offering costs                                                        0       (2,701,243)       (3,112,941)
   Founders' shares reacquired                                           0                0              (846)
   Purchase of treasury stock                                            0                0            (2,768)

                                                              -----------------------------------------------
   Net cash provided by (used in) financing activities             (54,923)      26,315,864        51,817,778

Net increase (decrease) in cash and cash equivalents           (11,178,292)      25,881,790         4,030,888

Cash and cash equivalents, beginning of period                  15,209,180        1,180,176                 0

                                                              ===============================================
Cash and cash equivalents, end of period                      $  4,030,888      $27,061,966      $  4,030,888
                                                              ===============================================

Supplemental disclosure of cash flow information:
     Interest paid during the period                          $     15,775      $    34,492      $    246,438
</TABLE>


                        SEE NOTES TO FINANCIAL STATEMENTS


                                      (5)

<PAGE>   6



                         VIRUS RESEARCH INSTITUTE, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 1997

(1) FINANCIAL STATEMENT PRESENTATION

         The unaudited financial statements of Virus Research Institute, Inc.
(the "Company") herein have been prepared pursuant to the rules and regulations
of the Securities and Exchange Commission (SEC) and, in the opinion of
management, reflect all adjustments (consisting of normal recurring accruals)
necessary to present fairly the results of operations for the interim periods
presented. Certain information and footnote disclosure normally included in
financial statements prepared in accordance with generally accepted accounting
principals have been condensed or omitted pursuant to such rules and
regulations; however, management believes that the disclosures are adequate to
make the information presented not misleading. These financial statements and
the notes thereto should be read in conjunction with the financial statements
and the notes thereto included in the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1996. The results for the interim period
presented are not necessarily indicative of the results for the full fiscal
year.

(2)  NET INCOME (LOSS) PER COMMON SHARE

              The net income (loss) per common share and shares used in
computing net income (loss) per common share for the three and six months ended
June 30, 1996 are presented on a pro forma basis and are based on the weighted
average number of common shares outstanding during the period presented and
reflect the automatic conversion of all preferred stock then outstanding into
common stock.




                                      (6)

<PAGE>   7



                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, 1997 and
1996 should be read in conjunction with the accompanying unaudited 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 with larger companies, risks of failure inherent in product
development based on new technologies and novel delivery systems, 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, and the Company's ability to obtain
additional funds.

OVERVIEW

         Virus Research Institute, Inc. (the "Company") is engaged in the
discovery and development of vaccine delivery systems and improved and novel
vaccines for adults and children. The Company is developing a portfolio of
proprietary vaccine delivery systems designed to improve the efficacy, lower the
cost of administration and improve patient compliance for a variety of vaccine
products. The Company and its collaborators currently are applying the Company's
vaccine delivery systems to develop vaccines for the prevention of influenza,
Lyme disease, and H. pylori infections. The Company has entered into long-term
collaboration agreements with Pasteur Merieux Connaught (PMC), Pasteur
Merieux-OraVax (PM-O) and CSL, Ltd. pursuant to which they may utilize the
Company's vaccine delivery systems in developing a number of vaccines. The
Company is also developing its own proprietary vaccines utilizing antigens
licensed exclusively by the Company. These vaccines include an oral vaccine for
rotavirus infection, which is a gastrointestinal disease of infants, and a
vaccine for the virus causing genital herpes, HSV2.


                                       (7)
<PAGE>   8


         The Company is in the development stage and has devoted substantially
all of its resources to the research and development of its vaccine delivery
systems and vaccine candidates and general and administrative expenses. Through
June 30, 1997 the Company has not generated any revenue from product sales, but
has received an aggregate of $11,477,000 in revenues from licensing and option
agreements, research and development agreements and grants, and interest income.
There can be no assurance that the Company will receive such revenue in the
future.

         The Company has realized losses in every year since inception,
principally as a result of expenditures incurred in its research and development
programs. The Company expects to continue to incur significant operating losses
over the next several years due primarily to expanded research and development
efforts, preclinical and clinical testing of its product candidates, investment
in new technologies, investment in production capabilities for certain product
candidates and expenditures for commercialization activities. The Company's
results of operations may vary significantly from quarter to quarter due to the
timing of license and milestone payments, development expenditures and other
factors.

NEW DEVELOPMENTS

         Preliminary results from the Company's Phase I/II clinical trial of its
rotavirus vaccine candidate became available during the first quarter of 1997.
The clinical trial was a double-blinded, placebo controlled study designed to
define the optimal vaccine dose and optimal age for immunization. The results
demonstrated that the vaccine was generally well tolerated in younger infants
and elicited broad immune responses in all infants. Based on these findings and
the results of an earlier Phase I study, the Company initiated a Phase II
efficacy study during the second quarter of 1997. This trial is designed to
examine the vaccine's ability to prevent rotavirus infection and to further
study the safety of the vaccine. Approximately 240 infants will be enrolled in
the trial which is being conducted at four U.S. medical centers. Results from
the study are expected to be available during 1998.



                                       (8)
<PAGE>   9




         In April 1997, VRI and the Company's collaborator, PMC, announced the
successful completion of a Phase I clinical trial of an Adjumer(TM)-formulated
influenza vaccine. The study, which was conducted in France by PMC, was designed
to evaluate the safety and level of immune response of an influenza vaccine
formulated with Adjumer(TM). The results showed that the vaccine was well
tolerated and elicited improved immune responses in the vaccinated volunteers.
Based on these findings, PMC plans to initiate a Phase II study of the
Adjumer(TM)-formulated vaccine later this year.

RESULTS OF OPERATIONS

THREE MONTHS ENDED JUNE 30, 1997 AND JUNE 30, 1996

         Total revenue declined by $1,935,000 to $977,000 for the three months
ended June 30, 1997 from $2,912,000 for the same period in 1996. Licensing and
option revenue in 1996 consisted of $2,500,000 for the achievement of milestones
pursuant to an agreement with PMC. During the three months ended June 30, 1997,
the Company earned a $250,000 milestone payment pursuant to an agreement with
PM-O. Research and development revenue increased $75,000 to $387,000 for the
quarter ended June 30, 1997 from $312,000 for the same period in 1996. The
increase is attributable to the receipt in 1997 of $75,000 in research support
funding from Chiron. Interest income increased by $240,000 to $340,000 for the
three months ended June 30, 1997 from $100,000 for the 1996 quarter due to an
increase in cash, cash equivalents and marketable securities resulting from the
Company's 1996 initial public offering.

         Total expenses increased $329,000 to $2,422,000 for the three months
ended June 30, 1997 from $2,093,000 for the same period in 1996. The increase is
primarily the result of a $385,000 increase in research and development
expenditures from $1,287,000 for the three months ended June 30, 1996 to
$1,672,000 for the 1997 period principally due to an increase in outside
manufacturing costs associated with the polyphosphazene manufacturing process
and higher compensation costs. General and administrative costs increased by
$67,000 from $568,000


                                       (9)
<PAGE>   10




in 1996 to $635,000 in 1997 primarily due to higher legal patent expenditures
and corporate investor relations costs. These increases were offset by a
reduction in foreign withholding taxes associated with milestone payments from
PMC. Depreciation expense declined $77,000 to $98,000 for the second quarter of
1997 from $175,000 in 1996 due to the full depreciation of various leasehold
improvements. Interest expense declined $46,000 to $17,000 for the three months
ended June 30, 1997 from $63,000 in the prior year period due to reduced
interest costs associated with certain short term loans entered into in 1995 and
1996. These short term loans were converted into common stock upon the
completion of the Company's initial public offering.

SIX MONTHS ENDED JUNE 30, 1997 AND JUNE 30, 1996

         The Company's total revenue decreased $1,771,000 from $3,469,000 for
the six months ended June 30, 1996 to $1,698,000 for the 1997 year to date
period. Licensing and option revenue declined by $2,270,000 from $2,520,000 in
1996 to $250,000 in 1997. The decline is the result of a reduction in milestone
payments as discussed in the preceding section. Research and development revenue
declined by $62,000, from $837,000 for the six months ended June 30, 1996 to
$775,000 for the 1997 period. Interest income increased by $561,000 to $673,000
for the six months ended June 30, 1997 from $112,000 for the 1996 six month
period due to the interest earned from the proceeds of the Company's initial
public offering.

         Total expenses for the six months ended June 30, 1997 increased by
$967,000 to $4,983,000 in 1997 from $4,016,000 in 1996. Research and development
expenses increased $739,000 to $3,372,000 for the six months ended June 30, 1997
from $2,633,000 in the prior year due primarily to an increase in costs
associated with the polyphosphazene manufacturing process and the rotavirus
clinical studies. General and administrative expenses increased by $431,000 to
$1,347,000 for the 1997 period from $916,000 in 1996. The increase is
principally attributable to higher legal and patent expenditures, as well as
corporate investor relations costs. Depreciation expense declined $115,000 to
$229,000 for the six months ended June 30, 1997 from $344,000 for the prior year
period due principally to the full depreciation of certain leasehold
improvements. Interest expense declined by $88,000 to $35,000 in 1997 from
$123,000 in 1996 due to reduced interest costs associated with the short term
loans discussed in the preceding section.

                                      (10)
<PAGE>   11


LIQUIDITY AND CAPITAL RESOURCES

         From inception (February 11, 1991) through June 30, 1997, the Company's
cash expenditures have exceeded revenues. The Company's operations have been
funded principally through the sale of equity, loans from stockholders,
equipment lease financing and payments under licensing, option and research and
development agreements. Net cash used by the Company's operations since
inception through June 30, 1997 was $26,271,000, primarily to fund research and
development efforts and general and administrative expenses. Since inception the
Company has incurred $3,092,000 in capital expenditures, primarily for leasehold
improvements and equipment for the Company's laboratories. During the six months
ended June 30, 1997 the Company incurred $178,000 in capital expenditures
principally for equipment necessary for the scale up of polyphosphazene
manufacturing. The Company currently anticipates incurring approximately
$400,000 in capital expenditures during 1997, primarily on additional
polyphosphazene manufacturing equipment.

         From inception through June 30, 1997, the Company raised net proceeds
of approximately $51,826,000 through the sale of equity securities. Included in
this amount are net proceeds of $24,743,000 from the Company's initial public
offering in 1996 and the conversion to common stock of an aggregate of
$7,974,000 in notes payable to certain stockholders.

The Company expects to incur substantial additional costs, including those
related to research and development activities, preclinical studies, clinical
trials, obtaining regulatory approvals, process scale up and manufacture, and
investment in its facilities. The Company anticipates that its existing funds,
which include 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 1998. 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


                                      (11)
<PAGE>   12


commercialization capacities or relationships, the costs of manufacturing and
other factors. In the future, the Company may need to raise substantial
additional funds through additional financing, including public or private
equity offerings and collaborations 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 the
Company would otherwise seek to develop and commercialize itself, any of which
could have a material adverse effect on the Company.









                                      (12)


<PAGE>   13




PART II - OTHER INFORMATION


Item 1.  Legal Proceedings

                  None

Item 2.  Changes in Securities

                  Not applicable

Item 3.  Defaults Upon Senior Securities

                  Not applicable

Item 4.  Submission of Matters to a Vote of Security Holders

                  Not applicable

Item 5.  Other Information

                  Not applicable

Item 6.  Exhibits and Reports on Form 8-K

                  (a)   Exhibits:

                        11.1     Statement regarding computation of earnings per
                                 share

                        27.1     Financial Data Schedule

                  (b)   No reports on Form 8-K were filed by the Company during 
                        the quarter ended June 30, 1997.







                                      (13)

<PAGE>   14







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.


Dated:   August 5, 1997




                         VIRUS RESEARCH INSTITUTE, INC.
                             a Delaware Corporation
                                  (Registrant)





                         By: /S/ J. Barrie Ward
                             --------------------------------------
                             J. Barrie Ward
                             Chief Executive Officer





                         By: /S/ William A. Packer
                             --------------------------------------
                             William A. Packer
                             President, Chief Financial Officer






                                      (14)











<PAGE>   1
ITEM 6

EXHIBIT 11.1    STATEMENT REGARDING COMPUTATION OF EARNINGS PER SHARE



                         VIRUS RESEARCH INSTITUTE, INC.
                          (A DEVELOPMENT STAGE COMPANY)
<TABLE>
                                 COMPUTATION OF NET INCOME (LOSS) PER COMMON SHARE
<CAPTION>




                                                                    THREE MONTHS ENDED                    SIX MONTHS ENDED
                                                                         JUNE 30,                              JUNE 30,
                                                               1997                   1996              1997             1996
                                                           ---------------------------------------------------------------------


<S>                                                        <C>                     <C>              <C>               <C>        
Net income (loss)                                          $(1,444,761)            $  819,411       $(3,285,576)      $ (547,498)

  Shares used in computing net loss per common share:
     Weighted average common stock
        outstanding during the period                       8,892,995               1,187,553         8,877,493          938,800
     Conversion of redeemable
        convertible preferred stock (1)                             0               5,576,644                 0        5,512,687
    Common stock equivalents (2)                                  N/A                 100,778               N/A              N/A


                                                           ---------------------------------------------------------------------
Weighted average common shares outstanding                  8,892,995               6,864,975         8,877,493        6,451,487


Net income (loss) per common share                             ($0.16)                  $0.12            ($0.37)          ($0.08)
                                                           =====================================================================
</TABLE>



(1)   Effective with the closing of the Company's initial public offering of
      common stock, redeemable convertible preferred stock converted into shares
      of common stock. Accordingly, the equivalent number of weighted average
      common shares that would have been outstanding during the three and six
      months ended June 30, 1996 have been included as outstanding.

(2)   No common stock equivalents have been included in the three and six months
      ended June 30, 1997 and the six months ended June 30, 1996 as their effect
      would be antidilutive.


<TABLE> <S> <C>

<ARTICLE> 5
<CURRENCY> U.S.DOLLARS
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-START>                             JAN-01-1997
<PERIOD-END>                               JUN-30-1997
<EXCHANGE-RATE>                                      1
<CASH>                                       4,030,888
<SECURITIES>                                18,377,646
<RECEIVABLES>                                        0
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                            23,349,727
<PP&E>                                       3,074,815
<DEPRECIATION>                             (2,244,230)
<TOTAL-ASSETS>                              24,232,725
<CURRENT-LIABILITIES>                        1,530,711
<BONDS>                                              0
                                0
                                          0
<COMMON>                                         8,902
<OTHER-SE>                                  22,676,981
<TOTAL-LIABILITY-AND-EQUITY>                24,232,725
<SALES>                                              0
<TOTAL-REVENUES>                             1,697,578
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                             4,983,154
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                            (3,285,576)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                        (3,285,576)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                               (3,285,576)
<EPS-PRIMARY>                                   (0.37)
<EPS-DILUTED>                                   (0.37)
        

</TABLE>


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