VOXWARE INC
10-Q, 1997-11-14
COMPUTER INTEGRATED SYSTEMS DESIGN
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==============================================================================



                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC 20549

                                   Form 10-Q

[X]  Quarterly Report pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934

     For the quarterly period ended September 30, 1997
                                    ------------------

[ ]  Transition Report Pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934

     For the transition period from ___________________________

     Commission File Number 0-021403
                            ---------

                                 VOXWARE, INC.
            ------------------------------------------------------
            (Exact Name of Registrant as Specified in Its Charter)


         Delaware                                             36-3934824
- -------------------------------                             ----------------
(State or Other Jurisdiction of                             (I.R.S. Employer
Incorporation or Organization)                              Identification No.)


                                  ---------

                             305 College Road East
                          Princeton, New Jersey 08540
                                 609-514-4100

                                  ---------

                  (Address, including zip code, and telephone
                 number (including area code) of registrant's
                          principal executive office)


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 last 90 days. YES X  NO X 
                                                  ---   --- 

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

                 Class                Shares Outstanding at November 14, 1997
      -----------------------------   ---------------------------------------
      Common Stock, $.001 par value                  12,801,508


==============================================================================




<PAGE>


                                 VOXWARE, INC.
                                     INDEX


<TABLE>
<CAPTION>
<S>                                                                                             <C>
PART I - FINANCIAL INFORMATION

      Item 1.   Financial Statements (unaudited)                                                 Page No.

                Statements of Operations
                   Three Months Ended September 30, 1997 and 1996............................        3

                Balance Sheets
                  September 30, 1997 and June 30, 1997.......................................        4

                Statements of Cash Flows
                   Three Months Ended September 30, 1997 and 1996............................        5

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

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


PART II - OTHER INFORMATION

               Other Information.............................................................       12

               Signatures....................................................................       13


</TABLE>

                                      2
<PAGE>


PART I - FINANCIAL INFORMATION

      ITEM 1.      FINANCIAL STATEMENTS


                                 Voxware, Inc.
                           Statements of Operations
                     (In thousands, except per share data)


                                                         Three Months Ended
                                                            September 30, 
                                                        --------------------
                                                          1997         1996
                                                        --------     -------
                                                             (unaudited)
Revenues:
     Product revenues:
        Initial license fees                          $ 1,005         $    913
        Royalties and recurring license fees              651              238
                                                      -------         --------
          Total product revenues                        1,656            1,151
     Service revenues                                     156               52
                                                      -------         --------
        Total revenues                                  1,812            1,203
                                                      -------         --------
 Cost of revenues:
     Cost of product revenues                              51               24
     Cost of service revenues                              54               26
                                                      -------         --------
        Total cost of revenues                            105               50
                                                      -------         --------
        Gross profit                                    1,707            1,153
                                                      -------         --------

 Operating expenses:
     Research and development                           1,444            1,863
     Sales and marketing                                1,059              801
     General and administrative                           597              857
                                                      -------         --------
        Total operating expenses                        3,100            3,521
                                                      -------         --------

        Operating loss                                 (1,393)          (2,368)

Interest income                                           222               36
                                                      -------         --------

Net loss                                             $ (1,171)         $(2,332)
                                                     ========         ========

Net loss per share                                   $ (0.09)          $ (0.25)
                                                     ========         ========
Shares used in computing
  net loss per share                                  12,509             9,268
                                                     ========         ========




       The accompanying notes are an integral part of these statements.




                                      3


<PAGE>


                                 Voxware, Inc.
                                Balance Sheets
                (In thousands, except share and per share data)

<TABLE>
<CAPTION>

                                                                   September 30,              June 30,
                                                                      1997                      1997
                                                                   -----------              -----------
                                                                   (unaudited)   
                                         ASSETS
<S>                                                                    <C>                  <C>     
Current assets:
 Cash and cash equivalents                                             $ 10,216             $ 10,627
 Short-term investments                                                   5,316                5,842
 Accounts receivable, net of allowance for doubtful accounts of
    $475 and $400                                                         2,543                2,822
 Prepaid expenses                                                           247                  309
                                                                       --------             --------
    Total current assets                                                 18,322               19,660
Property and equipment, net                                                 539                  566
Other assets, net                                                            55                   55
                                                                       --------             --------
                                                                       $ 18,916             $ 20,221
                                                                       ========             ========

                  LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
 Accounts payable and accrued expenses                                 $  1,999             $  2,312
 Deferred revenues                                                          566                  477
                                                                       --------             --------
     Total current liabilities                                            2,565                2,789
                                                                       --------             --------
Deferred rent                                                               266                  241
                                                                       --------             --------
Commitments and contingencies

Stockholders' equity:
 Preferred stock, $.001 par value, 10,000,000 shares authorized;
    no shares issued and outstanding                                       --                   --
 Common stock  $.001 par value, 30,000,000 shares authorized;
    12,542,883 and 12,497,258 shares issued and outstanding                  13                   13
 Additional paid-in capital                                              28,553               28,488
 Unrealized loss on available-for-sale securities                            (2)                  (2)
 Accumulated deficit                                                    (12,479)             (11,308)
                                                                       --------             --------
     Total stockholders' equity                                          16,085               17,191
                                                                       --------             --------
                                                                       $ 18,916             $ 20,221
                                                                       ========             ========

</TABLE>


       The accompanying notes are an integral part of these statements.

                                      4



<PAGE>
                                 Voxware, Inc.
                           Statements of Cash Flows
                                (In thousands)

<TABLE>
<CAPTION>
                                                                             Three Months Ended
                                                                                 September 30,
                                                                          --------------------------
                                                                           1997                1996
                                                                          -------            ------
                                                                               (unaudited)
<S>                                                                    <C>                   <C>        
Operating activities:                                             
   Net loss                                                            $ (1,171)             $ (2,332)  
   Adjustments to reconcile net loss to net cash used in               
    operating activities:
    Depreciation and amortization                                            48                    56
    Provision for doubtful accounts                                          75                   100
    Changes in assets and liabilities:
        Accounts receivable                                                 204                  (494)
        Prepaid expenses                                                     62                    34
        Other assets                                                       --                    (203)
        Accounts payable and accrued expenses                              (313)                  960
        Deferred revenues                                                    89                    77
        Deferred rent                                                        25                  --   
                                                                       --------              --------
           Net cash used in operating activities                           (981)               (1,802)
                                                                       --------              --------

Investing activities:
   Purchase of short-term investments                                   (20,979)                 --
   Sales and maturities of short-term investments                        21,505                  --
   Purchases of property and equipment                                      (21)                 (141)
                                                                       --------              --------
          Net cash provided by (used in) investing activities               505                  (141)
                                                                       --------              --------
Financing activities:
   Proceeds from exercise of common stock options                            65                  --
   Proceeds from exercise of common stock warrants                         --                     202
                                                                       --------              --------
          Net cash provided by financing activities                          65                   202
                                                                       --------              --------
 Decrease in cash and cash equivalents                                     (411)               (1,741)
                                                                           
 Cash and cash equivalents, beginning of period                          10,627                 3,837
                                                                       --------              --------
 Cash and cash equivalents, end of period                                10,216                 2,096
 Short-term investments, end of period                                    5,316                  --
                                                                       --------              --------
 Cash and short-term investments, end of period                        $ 15,532              $  2,096
                                                                       ========              ========

 SUPPLEMENTAL DISCLOSURES OF NON-CASH TRANSACTIONS:
       Accretion of redemption premium on Redeemable Series A
          Convertible Preferred Stock                                  $   --                $      4
                                                                       ========              ========


</TABLE>
       The accompanying notes are an integral part of these statements.

                                      5
<PAGE>

                                 Voxware, Inc.
                         Notes To Financial Statements


1.       BASIS OF PRESENTATION

           The financial statements as of September 30, 1997 and for the three
       month periods ended September 30, 1997 and 1996 are unaudited and
       reflect all adjustments (consisting only of normal recurring
       adjustments) which are, in the opinion of management, necessary for a
       fair presentation of the financial position and operating results for
       the interim periods. The financial statements should be read in
       conjunction with the financial statements and notes thereto, together
       with management's discussion and analysis of financial condition and
       results of operations, contained in the Company's Annual Report on Form
       10-K which was filed on September 29, 1997, as amended on Form 10-K/A on
       October 28, 1997, and in this report on Form 10-Q.



           The results of operations for the interim period ended September
       30, 1997 are not necessarily indicative of the results to be expected
       for the fiscal year ending June 30, 1998 or any other future periods.



2.       NET LOSS PER SHARE

           Net loss per share was calculated by dividing net loss by the
       weighted average number of common shares outstanding for the respective
       periods adjusted for the dilutive effect of common stock equivalents,
       which consist of stock options and warrants, using the treasury stock
       method. The calculation of shares used in computing net loss per share
       for the three months ended September 30, 1996 also includes 6,000,000
       shares of Redeemable Series A Convertible Preferred Stock which
       converted into 3,000,000 shares of Common Stock upon the consummation
       of the Initial Public Offering, as if they were converted to Common
       Stock on their original date of issuance.

           In March 1997, the Financial Accounting Standards Board issued
       Statement of Financial Accounting Standards No. 128, "Earnings Per
       Share" ("SFAS No. 128"). SFAS No. 128 is effective for fiscal years
       ending after December 15, 1997, and, when adopted, will require
       restatement of prior years' earnings per share. If the Company had
       adopted SFAS No. 128 for the period ending September 30, 1997, there
       would have been no effect on net loss per share, on either the basic or
       diluted basis.



3.       REVENUE RECOGNITION

           The Company generates revenues from two sources: fees from product
       licenses and fees for services provided. Product revenues consist of
       initial license fees and royalties and recurring license fees. Product
       revenues from initial license fees are generally recognized upon
       shipment, provided that there are no significant post-delivery
       obligations, the payment is due within one year and collection of the
       resulting receivable is deemed probable. Royalties and recurring
       license fees include royalties, which are generally



                                      6
<PAGE>

       based on a percentage of licensees' sales or units shipped, and
       pre-determined periodic license fees. Royalty revenues are recognized
       at the time of the customer's shipment of products incorporating the
       Company's technology. Recurring product license fees are generally
       recognized at the inception of the renewal period, provided that there
       are no significant post-delivery obligations, the payment is due within
       one year and collection of the resulting receivable is deemed probable.
       Service revenues from customer support, including the amounts bundled
       with initial or recurring license fees, are recognized over the term of
       the support period, which is typically one year. Service revenues from
       engineering fees are recognized upon customer acceptance or over the
       period in which services are provided if customer acceptance is not
       required.



                ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 RESULTS OF OPERATIONS AND FINANCIAL CONDITION

           This report contains 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. Factors that may
       cause such differences include, but are not limited to, the rate of
       progress, if any, of the Company's product development programs and the
       uncertainty of acceptance of the Company's products in the marketplace,
       the uncertain development of the Internet and its use as a means for
       voice communications, the highly competitive nature of the Company's
       industry and the Company's ability to compete successfully, the
       Company's ability to attract and retain qualified personnel, the
       Company's ability to successfully enter into and maintain relationships
       with third parties and the Company's dependence on such third parties
       to develop and market products using the Company's technology and to
       develop a recurring revenue stream to the Company, the Company's
       ability to manage its growth, the costs involved in obtaining and
       enforcing patents and any necessary licenses, the Company's ability to
       obtain additional funds, and those other risks discussed in the
       Company's Annual Report on Form 10-K.

       Overview

           Voxware develops, markets, licenses and supports digital speech and
       audio technologies, solutions and applications. MetaVoice, the
       Company's innovative speech coding technology, is designed to reproduce
       high quality speech while requiring very low communications bandwidth
       and processing power. In addition to efficiently compressing speech,
       MetaVoice enables a broad array of voice transformation capabilities.
       MetaSound, the Company's general audio coding technology built on core
       technology licensed from Nippon Telegraph and Telephone Corporation,
       was introduced during fiscal 1997 and is specifically suitable for high
       quality music compression. These technologies enable Voxware and its
       licensees to create a new generation of audio-enhanced communications
       and interactive products for the Internet and other
       bandwidth-constrained environments. The Company licenses its
       technologies to software and hardware companies for a wide range of
       applications and services including interactive computing and telephony
       over packet switched networks.

           Since Voxware's inception in August 1993, the Company has raised
       net proceeds of approximately $28,566,000 as follows: approximately
       $8,838,000, net of offering costs, through private placements;
       approximately $18,517,000, net of offering costs, through the Initial
       Public Offering which was declared effective on October 30, 1996; and
       approximately $1,211,000 through other sales and exercises of equity
       securities, including exercises of common stock options and all
       outstanding common stock warrants.

           The Company generates revenues from two sources: fees from product
       licenses and fees for services provided. Product revenues account for a
       majority of the Company's revenues and consist of two components:
       initial license fees and royalties and recurring license fees.
       Voxware's products are




                                      7
<PAGE>

       licensed primarily to software and hardware companies which
       incorporate the Company's products and technologies into their
       products. The Company generally negotiates contract terms with
       customers on a case by case basis, with arrangements that have
       historically included one or more of the following: initial license
       fees, quarterly license fees, annual license fees or royalties based on
       the licensee's revenue generated or units shipped of products
       incorporating the Company's technologies. One of the Company's
       objectives is to develop recurring revenue through entering into
       licensing agreements with third parties which provide for royalties or
       other recurring payments. As a result, the timing and amount of the
       Company's revenues are substantially dependent on the timing and
       efforts of the Company's licensees in developing and marketing products
       incorporating the Company's products and technologies. There can be no
       assurance as to the timing or success of any licensee implementation or
       the timing or amount of recurring revenues from any licensee product.
       Since inception, the Company has entered into approximately 94 license
       agreements, approximately 81 of which provide for potential royalties
       and / or recurring license fees. Service revenues consist of customer
       support and engineering fees. Customer support services include providing
       updates and technical support to licensees of the Company's products and
       porting the Company's technologies to specific software platforms that
       are considered industry standards. Engineering services include providing
       technical resources to support customer-specific development efforts,
       which include porting the Company's technologies to specific hardware
       platforms.

           Software product revenues are generally recognized upon shipment,
       provided that there are no significant post-delivery obligations, the
       payment is due within one year and collection of the resulting
       receivable is deemed probable. If an acceptance period is required,
       revenues are recognized upon customer acceptance. Royalty revenues are
       recognized in the period of customer shipment. For the three months
       ended September 30, 1997 and 1996, respectively, approximately $651,000
       and $238,000 of royalties and recurring license fees were recognized.
       Customer support revenues, including amounts bundled with license fees,
       are recognized over the term of the support period, which typically
       lasts for one year. Engineering fees are recognized upon customer
       acceptance or over the period in which services are provided if
       customer acceptance is not required. All research and development costs
       are expensed as incurred.

           The Company has only a limited operating history upon which an
       evaluation of the Company and its prospects can be based. As of
       September 30, 1997, the Company had an accumulated deficit of
       $12,479,000. The limited operating history of the Company makes the
       prediction of future results of operations impossible and, therefore,
       the Company's historical revenues should not be taken as indicative of
       future revenues. In addition, the Company's operating results may
       fluctuate significantly in the future as a result of a variety of
       factors, including the level of usage of the Internet, the budgeting
       cycles of potential customers, the volume of, and revenues derived from
       sales of products by the Company's licensees that incorporate the
       Company's products, the rate of new licensing activity, as well as the
       termination of existing license agreements, the introduction of new
       products or services by the Company or its competitors, pricing changes
       in the industry, technical difficulties with respect to the use of
       products developed by the Company or its licensees, and general
       economic conditions.


       Results of Operations

           Revenues

           Total revenues increased $609,000 from $1,203,000 in the three
       months ended September 30, 1996 to $1,812,000 in the three months ended
       September 30, 1997 as a result of the Company entering into an
       increased number of license agreements providing customers with the
       right to use the Company's products and related services, and an
       increase in the amount of royalties and other recurring revenues
       recognized from customers who licensed the Company's products in
       previous periods. One of



                                      8
<PAGE>

       the Company's largest customers, Netscape Communications Corporation 
       ("Netscape"), accounted for 21% of total revenues in the
       three month periods ended September 30, 1997 and 1996. As reported in
       the Company's Report on Form 8-K dated September 30, 1997, on September
       30, 1997 Netscape notified the Company of its desire to renegotiate the
       terms of the Company's license agreement with Netscape. The Company
       believes that Netscape is reevaluating certain of its product plans as
       its business focus and objectives are shifting, and therefore, Netscape
       is seeking to modify the Netscape license agreement in such a way that
       would significantly reduce the revenue the Company earns from Netscape.
       The Company has entered into negotiations with Netscape with respect to
       the terms of the license agreement and the Company has agreed to amend
       the license agreement to allow Netscape to terminate the current
       agreement at any time after the Company has received payment from
       Netscape for all quarters through the quarter ending December 31, 1997.
       There can be no assurance that Netscape will not terminate the license
       agreement and, if the Netscape license agreement is renegotiated, the
       Company anticipates that the revised terms would be significantly less
       attractive to the Company than the terms of the current agreement. If
       Netscape terminates the Netscape license agreement or does not
       incorporate and distribute the Company's products and technologies in
       its own products, the Company's business, operating results and
       financial condition will be materially adversely affected. The success
       of the Company is dependent on the ability of industry leaders such as
       Netscape and other of the Company's licensees to continue to achieve
       widespread distribution and acceptance of their products which
       incorporate the Company's products. Failure by Netscape and other of
       the Company's licensees to achieve widespread distribution and
       acceptance of their products which incorporate the Company's products
       may have a material adverse effect on the Company's business, results
       and financial condition.

           Product revenues increased $505,000 from $1,151,000 in the three
       months ended September 30, 1996 to $1,656,000 in the three months ended
       September 30, 1997. The increase in product revenues was primarily due
       to the increased volume of licenses of the Company's products to new
       customers, and an increase in the amount of royalties and other
       recurring revenues recognized from customers who licensed the Company's
       products in previous periods. For the three month periods ended
       September 30, 1997 and 1996, approximately 61% and 79% of the Company's
       product revenues were attributable to initial license fees,
       respectively, and 39% and 21% were attributable to royalties and
       .recurring license fees, respectively.

           During the three months ended September 30, 1997, the Company
       recognized $1,005,000 in initial license fees related to fourteen
       agreements, compared to $913,000 in initial license fees related to
       eleven agreements for the three months ended September 30, 1996.
       Additionally, for the three months ended September 30, 1997, the
       Company recognized $651,000 in royalties and recurring product license
       fees, which were derived from a total of approximately ten customers.
       These amounts compare to $238,000 in royalties and recurring product
       license fees which were derived from one customer during the three
       months ended September 30, 1996.


           Service revenues were $156,000 for the three months ended September
       30, 1997 compared to $52,000 for the three months ended September 30,
       1996. Service revenues were primarily attributable to customer support
       and fees for engineering services.

           Cost of Revenues

           Cost of product revenues increased $27,000 from $24,000 in the
       three months ended September 30, 1996 to $51,000 in the three months
       ended September 30, 1997. The increase in cost of product revenues is
       directly attributable to the increase in product revenues recognized
       during those periods.

           Cost of service revenues consists primarily of the expenses
       associated with the staffing of a customer support group and
       engineering services, which consist primarily of employee compensation
       and equipment depreciation. Cost of service revenues increased $28,000
       from $26,000 in the three months ended September 30, 1996 to $54,000 in
       the three months ended September 30, 1997. The


                                      9
<PAGE>

       increase in cost of service revenues was directly attributable to the
       increase in service revenues from the three months ended September 30,
       1996 to the three months ended September 30, 1997.


           Operating Expenses

              Total operating expenses decreased by $421,000 from $3,521,000 in
       the three months ended September 30, 1996 to $3,100,000 in the three
       months ended September 30, 1997. This decrease in total operating
       expenses primarily reflects headcount reductions in application
       development and administration, and reductions in outside professional
       services. Specifically, the decrease in total operating expenses
       consisted of decreases of $419,000 in research and development expenses
       and $260,000 in general and administrative expenses, offset by an
       increase of $258,000 in sales and marketing expenses.

              Research and development expenses primarily consist of employee
       compensation and equipment depreciation and lease expenditures related
       to product research and development. Research and development expenses
       decreased $419,000 from $1,863,000 in the three months ended September
       30, 1996 to $1,444,000 in the three months ended September 30, 1997.
       The decrease in research and development expenses was primarily due to
       a shift in the Company's business model away from consumer application
       software and toward an OEM (original equipment manufacturer) focus,
       which involves less application development work. In particular, the
       Company decreased expenses incurred for independent contractors who
       perform application development services for the Company.

              Sales and marketing expenses consist primarily of employee
       compensation (including direct sales commissions), travel expenses,
       trade shows and costs of promotional materials. Sales and marketing
       expenses increased $258,000 from $801,000 in the three months ended
       September 30, 1996 to $1,059,000 in the three months ended September
       30, 1997. The increase in sales and marketing expenses was primarily
       due to the expansion of the Company's sales force and marketing staff
       from 13 at September 30, 1996 to 25 at September 30, 1997, expenses
       related to the Company's sales offices in Europe and Asia which were
       initially opened during the fourth quarter of fiscal 1997, and
       increased expenses associated with the promotion and marketing of the
       Company's products and services.

              General and administrative expenses consist primarily of
       employee compensation and fees for insurance, rent, office expenses and
       professional services. General and administrative expenses decreased
       $260,000 from $857,000 in the three months ended September 30, 1996 to
       $597,000 in the three months ended September 30, 1997. The decrease in
       general and administrative expenses was primarily due to reductions in
       legal costs, recruitment and relocation expenses and general cost
       savings achieved through expense management.

       Interest Income

              Interest income increased $186,000 to $222,000 for the three
       months ended September 30, 1997 from $36,000 for the three months ended
       September 30, 1996. The increase in interest income primarily reflects
       interest earned on the remaining net proceeds from the Initial Public
       Offering closed during November and December 1996 (see "Liquidity and
       Capital Resources").

       Income Taxes

              As of September 30, 1997, the Company had approximately
       $9,500,000 of federal net operating loss carryforwards which will begin
       to expire in 2009 if not utilized. As of September 30, 1997, the
       Company has provided a full valuation allowance on the deferred tax
       asset because of the uncertainty regarding realizability of these
       deferred assets, primarily as a result of considering such factors as
       the Company's limited operating history, the volatility of the market
       in which it competes, the operating losses incurred to date and the
       operating losses anticipated in future periods.




                                      10
<PAGE>

        Liquidity and Capital Resources

              As of September 30, 1997, the Company had a total of $15,532,000
       in cash, cash equivalents and short-term investments consisting of
       $10,216,000 of cash and cash equivalents and $5,316,000 in short-term
       investments. The Company's cash, cash equivalents and short-term
       investments portfolio is liquid and investment grade, consisting of
       high-grade money-market funds, United States Government-backed
       securities and commercial paper and corporate obligations. Since
       inception, the Company has primarily financed its operations through
       the sale of equity securities.

              Cash of $981,000 and $1,802,000 was used to fund operations for
       the three months ended September 30, 1997 and 1996, respectively. The
       decrease in cash used to fund operations was primarily due to the
       decrease in the net loss for the three months ended September 30, 1997
       compared to the net loss for the three months ended September 30, 1996.
       For the three months ended September 30, 1997, cash provided by
       investing activities was $505,000, which consisted of $526,000 in net
       sales and maturities of short-term investments, offset by $21,000 in
       equipment purchases. For the three months ended September 30, 1996,
       cash used in investing activities totaled $141,000 which was related to
       equipment purchases. For the three months ended September 30, 1997,
       cash provided by financing activities totaled $65,000, which represents
       proceeds from the exercise of common stock options. For the three
       months ended September 30, 1996, cash provided by financing activities
       totaled $202,000, which represents proceeds from the exercise of common
       stock warrants.

              The Company maintains a $5,000,000 revolving line of credit with
       Silicon Valley Bank (the "Credit Facility"). Borrowings under the
       Credit Facility will bear interest at the bank's prime lending rate,
       which approximates the prime rate. The Credit Facility contains certain
       restrictive financial covenants including a minimum quick ratio, a
       minimum tangible net worth requirement, a maximum debt to tangible net
       worth ratio and certain other covenants, as defined in the agreement.
       In connection with the lease of the Company's office facility, the
       Company has outstanding a $300,000 standby letter of credit at
       September 30, 1997 naming the lessor of the office facility beneficiary
       of the standby letter of credit in the event that the Company defaults
       on the lease. As this letter of credit was established under the terms
       of the Credit Facility, the Company has $4,700,000 available for
       borrowing under the Credit Facility. As of and for the three months
       ending September 30, 1997 there were no amounts outstanding under the
       Credit Facility.

              In addition to the Credit Facility, the agreement with Silicon
       Valley Bank provides a lease component in the amount of $1,500,000 (the
       "Lease Facility") for the purpose of providing a facility for the
       financing of the lease stream of payments that the Company owes to an
       equipment lessor.

              In November 1996 and December 1996, the Company closed on an
       initial public offering of Common Stock. The Company offered and sold
       2,823,237 shares of Common Stock at an initial public offering price of
       $7.50 per share. The net proceeds to the Company from the Initial
       Public Offering after payment of offering expenses were approximately
       $18,517,000.

              The Company has no material commitments other than those under
       normal building and equipment operating leases. The Company believes
       that its current cash, cash equivalents and short-term investments
       balances will be sufficient to fund its working capital and capital
       expenditures requirements, exclusive of cash required for possible
       acquisitions of, or investments in businesses, products and
       technologies at least through June 30, 1998.




                                      11
<PAGE>

         PART II - OTHER INFORMATION

              Item 5.  Other Information.  None.

              Item 6.  Exhibits and Reports on Form 8-K.
                         (a) Exhibits

                             11.1   Statement re: Computation of Loss Per Share.

                             27     Financial Data Schedule.

                         (b) Reports on Form 8-K.

                             Current Report on Form 8-K dated September 30,
                             1997 (relating to the renegotiation of the
                             Company's Software License Agreement with Netscape
                             Communications Corporation).











                                      12
<PAGE>





                                  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.

Date: November 14, 1997


                                VOXWARE, INC.
                                (Registrant)



                                By: /s/ Bathsheba Malsheen
                                    ------------------------------------
                                    Bathsheba Malsheen, President and
                                    Chief Executive Officer




                                By: /s/ Kenneth H. Traub
                                    ------------------------------------
                                    Kenneth H. Traub, Executive Vice President,
                                    Chief Financial Officer and Secretary
                                    (Principal Financial Officer)



                                By: /s/ Nicholas Narlis
                                    ------------------------------------
                                    Nicholas Narlis, Vice President,
                                    Chief Accounting Officer and Treasurer
                                    (Principal Accounting Officer)









                                      13

<PAGE>



                                                                  Exhibit 11.1

                                 Voxware, Inc.
                 Statements re: Computation of Loss Per Share
                Three Months Ended September 30, 1997 and 1996
                     (In thousands, except per share data)

                                                       Three Months Ended
                                                           September 30,
                                                    --------------------------
                                                     1997                1996
                                                    -------            ------
                                                            (unaudited)
Net loss                                             $(1,171)          $(2,332)
                                                     -------           ------- 
Primary and fully diluted weighted average common
  and common equivalent shares outstanding:
     Common stock                                     12,509             9,140 
     Common stock options and warrants(1)                 --               128
                                                     -------           ------- 
 Total primary and fully diluted weighted average
  common and common equivalent shares outstanding     12,509             9,268
                                                     -------           ------- 
                                           

                                                     -------           ------- 
Loss per share                                       $ (0.09)           $(0.25)
                                                     =======           =======


(1)  Pursuant to the requirements of the Securities and Exchange Commission,
     stock, stock options and warrants issued by the Company during the twelve
     months immediately preceding the initial public offering have been
     included in computing loss per share as if they were outstanding for all
     prior periods prior to the initial public offering using the treasury
     stock method, even though their effect is anti-dilutive.


                                      14


<TABLE> <S> <C>

<ARTICLE> 5
<CIK> 0000933454
<NAME> VOXWARE, INC.
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          JUN-30-1997
<PERIOD-START>                             JUL-01-1997
<PERIOD-END>                               SEP-30-1997
<EXCHANGE-RATE>                                  1.000
<CASH>                                          10,216
<SECURITIES>                                     5,316
<RECEIVABLES>                                    3,018
<ALLOWANCES>                                       475
<INVENTORY>                                          0
<CURRENT-ASSETS>                                18,322
<PP&E>                                             934
<DEPRECIATION>                                     395
<TOTAL-ASSETS>                                  18,916
<CURRENT-LIABILITIES>                            2,565
<BONDS>                                              0
                                0
                                          0
<COMMON>                                            13
<OTHER-SE>                                      16,072
<TOTAL-LIABILITY-AND-EQUITY>                    18,916
<SALES>                                          1,812
<TOTAL-REVENUES>                                 1,812
<CGS>                                               51
<TOTAL-COSTS>                                      105
<OTHER-EXPENSES>                                 3,100
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                (1,171)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                            (1,171)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   (1,171)
<EPS-PRIMARY>                                   (0.09)
<EPS-DILUTED>                                   (0.09)
        


</TABLE>


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