UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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 MARCH 31, 1998
[ ] 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 0-23155
TRIMERIS, INC.
(Exact name of registrant as specified in its charter)
Delaware 56-1808663
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4727 University Drive
Durham, North Carolina 27707
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (919) 419-6050
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
The number of shares outstanding of the registrant's common stock as
of May 8, 1998 was 10,551,410.
<PAGE>
TRIMERIS, INC.
(A Development Stage Company)
FORM 10-Q
For the Three Months Ended March 31, 1998
INDEX
<TABLE>
<CAPTION>
<S> <C> <C>
PART 1. FINANCIAL INFORMATION Page
Item 1. Financial Statements
Balance Sheets as of March 31, 1998 (unaudited) and
December 31, 1997 1
Statements of Operations (unaudited) for the Three Months Ended
March 31, 1998 and 1997 and Period From
Inception (January 7, 1993) Through March 31, 1998 2
Statements of Cash Flows (unaudited) for the Three Months Ended
March 31, 1998 and 1997 and Period From
Inception (January 7, 1993) Through March 31, 1998 3
Notes to Financial Statements (unaudited) 4
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 6
PART 2. OTHER INFORMATION
Item 1. Legal Proceedings 10
Item 2. Changes in Securities and Use of Proceeds 10
Item 3. Defaults Upon Senior Securities 10
Item 4. Submission of Matters to a Vote of Security Holders 10
Item 5. Other Information 10
Item 6. Exhibits and Reports on Form 8-K 10
Signature Page 11
Exhibit Index 12
</TABLE>
<PAGE>
PART 1. FINANCIAL INFORMATION
Item 1. Financial Statements
TRIMERIS, INC.
(A Development Stage Company)
BALANCE SHEETS
(in thousands)
<TABLE>
<CAPTION>
December 31, March 31,
1997 1998
---- ----
(unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 32,557 $ 29,583
Short-term investments 4,863 4,104
Accounts receivable 101 137
Prepaid expenses 6 21
----------- ----------
Total current assets 37,527 33,845
Property, furniture and equipment, net 756 870
----------- ----------
Other assets:
Exclusive license agreement, net 30 29
Patent costs, net 442 457
Equipment deposits 86 108
Other, net 3 3
----------- ----------
Total other assets 561 597
----------- ----------
Total assets $ 38,844 $ 35,312
=========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 722 $ 434
Current installments of capital lease obligations 259 188
Accrued compensation 608 450
Accrued expenses 1,205 1,030
------------- ----------
Total current liabilities 2,794 2,102
Capital lease obligations, less current installments 240 216
----------- ----------
Total liabilities 3,034 2,318
----------- ----------
Commitments and contingencies
Stockholders' equity:
Series A, B, C, and D preferred stock at $.001 par value per share,
62,667 shares authorized, zero shares issued and outstanding at
December 31, 1997 and March 31, 1998 (unaudited) -- --
Common Stock at $.001 par value per share, 80,000
shares authorized, 10,549 and 10,551 shares issued
and outstanding at December 31, 1997 and
March 31, 1998 (unaudited) 11 11
Additional paid-in capital 67,360 67,361
Deficit accumulated during the development stage (29,393) (32,360)
Deferred compensation (1,950) (1,800)
Notes receivable from stockholders (218) (218)
------------ -----------
Net stockholders' equity 35,810 32,994
----------- ----------
Total liabilities and stockholders' equity $ 38,844 $ 35,312
============ ==========
</TABLE>
See accompanying notes to financial statements.
1
<PAGE>
TRIMERIS, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(unaudited)
<TABLE>
<CAPTION>
Cumulative
From Inception
Three Months (January 3, 1993)
Ended March 31, To March 31,
1997 1998 1998
---- ---- ----
<S> <C> <C> <C>
Revenue $ 50 $ 90 $ 680
--------- --------- -----------
Operating expenses:
Research and development 1,448 2,583 24,913
General and administrative 415 1,040 8,496
--------- --------- -----------
Total operating expenses 1,863 3,623 33,409
--------- --------- -----------
Operating loss (1,813) (3,533) (32,729)
---------- ---------- ------------
Other income (expense):
Interest income 4 584 1,290
Interest expense (37) (18) (921)
---------- ---------- ------------
(33) 566 369
---------- --------- -----------
Net loss $ (1,846) $ (2,967) $ (32,360)
========== ========== ============
Basic net loss per share $ (0.34) $ (0.28)
=========== ===========
Weighted average shares used in per share
computations 5,462 10,620
========= =========
</TABLE>
See accompanying notes to financial statements.
2
<PAGE>
TRIMERIS, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
<TABLE>
<CAPTION>
Cumulative
From Inception
Three Months Ended (January 3, 1993)
March 31, To March 31,
1997 1998 1998
---- ---- ----
<S> <C> <C> <C>
Cash flows from operating activities:
Net loss $(1,846) $ (2,967) $(32,360)
Adjustments to reconcile net loss to net cash
used by operating activities:
Depreciation 162 104 2,293
Other amortization 7 5 42
Amortization of deferred compensation - 150 536
Provision for equipment held for resale - - 61
Stock issued for consulting services - - 5
Stock issued to repay interest on notes to
stockholders - - 195
Debt issued for research and development - - 194
Loss on disposal of property and equipment - - 16
Changes in operating assets and liabilities:
Accounts receivable and loans to employees (4) (36) (137)
Prepaid expenses 33 (15) (21)
Other assets (6) (26) (113)
Accounts payable 5 (288) 434
Accrued compensation 61 (158) 450
Accrued expenses (158) (175) 940
-------- --------- --------
Net cash used by operating activities (1,746) (3,406) (27,465)
-------- --------- ---------
Cash flows from investing activities:
Purchases of short-term investments - (3,000) (7,863)
Sales of short-term investments 3,759 3,759
Purchases of property and equipment (1) (218) (853)
Equipment held for resale - - (61)
Organization costs - - (8)
Patent costs (5) (15) (464)
-------- --------- ---------
Net cash provided (used) by investing activities (6) 526 (5,490)
-------- -------- ---------
Cash flows from financing activities:
Proceeds from issuance of notes payable - - 6,150
Lease costs - - (13)
Principal payments under capital lease obligations (149) (95) (1,922)
Proceeds from issuance of Common Stock - - 31
Proceeds from issuance of Preferred Stock 3,793 - 23,896
Proceeds from initial public offering, net - - 34,532
Proceeds from exercise of stock options - 1 10
Repayment of notes receivable from stockholders - - 50
Stock issuance costs - - (196)
------- -------- ---------
Net cash provided (used) by financing activities 3,644 (94) 62,538
------- --------- --------
Net increase (decrease) in cash and cash equivalents 1,892 (2,974) 29,583
Cash and cash equivalents, beginning of period 132 32,557 -
------- -------- --------
Cash and cash equivalents, end of period $ 2,024 $ 29,583 $ 29,583
======= ======== ========
</TABLE>
See accompanying notes to financial statements.
3
<PAGE>
TRIMERIS, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(unaudited)
1. BASIS OF PRESENTATION
Trimeris, Inc. (the "Company") was incorporated on January 7, 1993 to
discover and develop novel therapeutic agents that block viral infection by
inhibiting viral fusion with host cells. These financial statements have been
prepared in accordance with Statement of Financial Accounting Standards No. 7,
"Accounting and Reporting by Development Stage Enterprises," to recognize the
fact that the Company is devoting substantially all of its efforts to
establishing a new business and planned principal operations have not commenced.
The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles and applicable
Securities and Exchange Commission regulations for interim financial
information. 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 the Securities and
Exchange Commission rules and regulations. In the opinion of management, all
adjustments (consisting only of normal recurring adjustments) necessary for a
fair presentation of financial position and results of operations have been
made. Operating results for interim periods are not necessarily indicative of
results which may be expected for a full year. The information included in this
Form 10-Q should be read in conjunction with the Risk Factors and Management's
Discussion and Analysis of Financial Condition and Results of Operations
sections and the 1997 financial statements and notes thereto included in the
Company's 1997 Form 10-K filed with the Securities and Exchange Commission on
March 31, 1998, and the Company's Registration Statement on Form S-1 as declared
effective by the Securities and Exchange Commission on October 6, 1997 and
amended pursuant to Rule 462 (b) on October 7, 1997 (the "S-1 Registration
Statement").
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
reported amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
2. BASIC NET LOSS PER SHARE
For periods beginning with the year ended December 31, 1997, the Company
adopted SFAS No. 128, "Earnings Per Share" ("SFAS No. 128"). In accordance with
this statement, primary net loss per common share is replaced with basic loss
per common share which is calculated by dividing net loss by the
weighted-average number of common shares outstanding for the period after
certain adjustments described below. Fully diluted net income per common share
is replaced with diluted net income per common share reflecting the maximum
dilutive effect of common stock issuable upon exercise of stock options, stock
warrants, and conversion of preferred stock. Diluted net loss per common share
is not shown, as common equivalent shares from stock options, and stock
warrants, would have an antidilutive effect. Prior period per share data has
been restated to reflect the adoption of SFAS No. 128. In accordance with
Securities and Exchange Commission Staff Accounting Bulletin No. 83 ("SAB 83"),
all common shares and common equivalent shares issued during the twelve-month
period prior to the initial filing of the registration statement relating to the
Company's initial public offering, even when anti-dilutive, have been included
in the calculation as if they were outstanding for all periods, using the
treasury stock method. The basic net loss per common share gives retroactive
effect to the conversion of all outstanding shares of Preferred Stock into
6,261,615 shares of Common Stock upon the completion of the Company's initial
public offering.
4
<PAGE>
3. STATEMENTS OF CASH FLOWS
Interest of approximately $18,000 and $37,000 was paid during the three
months ended March 31, 1997 and 1998, respectively.
4. INITIAL PUBLIC OFFERING OF STOCK
In October, 1997, the Company closed its initial public offering of common
stock at $12 per share. The net proceeds of the offering, including the proceeds
received in connection with the exercise of the Underwriters' over-allotment
option which closed in November, 1997, were approximately $34.5 million after
deducting applicable issuance costs and expenses. In connection with the public
offering, all the outstanding Preferred Stock was converted into approximately
6,261,615 shares of the Company's Common Stock.
5. STOCK SPLIT
Effective July 11, 1997, the Company declared a one for eight and one-half
reverse stock split for common shareholders. This stock split has been
retroactively applied and all periods presented have been restated.
5
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Statements in this Form 10-Q that are not historical fact are
forward-looking statements. These forward-looking statements are based largely
on the Company's expectations and are subject to a number of known and unknown
risks and uncertainties, many of which are beyond the Company's control.
Accordingly, the Company's actual prospective results could differ materially
from those discussed herein. Factors that could cause or contribute to such
differences include, but are not limited to, in addition to those discussed
herein under the heading "Factors That May Impact Future Operations" and
elsewhere in this Form 10-Q, the following: (i) uncertainties associated with
the Company's status as a development stage company with a limited operating
history and a history of losses since inception; (ii) risks inherent in the
Company's present reliance on a single product candidate; (iii) uncertainties,
unanticipated developments or delays related to the Company's clinical trials
and clinical trial strategy and the adverse impact such events may have on the
Company's existing capital resources; (iv) the ability of the Company to
maintain existing or enter into additional collaborative and/or licensing
arrangements with third parties to assist in the commercialization, testing,
manufacturing and marketing of its product candidates; (v) the Company's ability
to obtain adequate additional funding needed to meet the substantial costs
associated with the development of existing and new product candidates; (vi) the
enactment of new or unanticipated regulatory requirements related to the testing
and United States Food and Drug Administration ("FDA") approval of the Company's
product candidates and the ability to receive FDA approval for the Company's
product candidates; (vii) the possibility of infringement of the Company's
intellectual property rights and the Company's ability to protect its product
candidates, technology and other proprietary information; (viii) the Company's
ability to develop manufacturing, sales, marketing and distribution
capabilities, (ix) the Company's dependence on third parties for clinical
trials, (x) the Company's ability to obtain third-party reimbursement for any
products that may be approved by the FDA, (xi) the Company's ability to recruit
and retain key employees, and (xii) the Company's ability achieve market
acceptance of its product candidates and to effectively compete with other
companies currently developing similar product candidates, including companies
with substantially greater financial and technical resources. Further
information regarding these factors, as well as other factors that could cause
actual results to differ materially from those set forth in such forward-looking
statements, is discussed under the headings "Risk Factors" and "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and in
the 1997 financial statements and notes thereto included in the Company's 1997
Form 10-K, which should be read in conjunction with this Form 10-Q. The Company
undertakes no obligation to release publicly the results of any revisions to the
statements contained in this report to reflect events or circumstances arising
after the date hereof.
OVERVIEW
Trimeris commenced operations in January 1993, has a limited operating
history and is a development stage company. Since its inception, substantially
all of the Company's resources have been dedicated to the development,
patenting, preclinical testing and a Phase I/II clinical trial of T-20, the
development of a manufacturing process for T-20, production of drug material for
future clinical trials, the development of its proprietary technology platform
and research and development and preclinical testing of other potential product
candidates and compounds discovered by the Company. The Company has received
revenue solely from SBIR grants and an investigative contract and has yet to
generate any revenue from product sales or royalties, and there can be no
assurance that it will be able to generate any such revenue or royalties in the
future.
Product candidates and compounds discovered by the Company and developed
through the Company's product development programs will require significant
additional, time-consuming and costly research and development, preclinical
testing and extensive clinical trials prior to submission of any regulatory
application for commercial use. The Company has incurred losses since its
inception and, as of March 31, 1998 had an accumulated deficit of approximately
$32.4 million. Such losses have resulted principally from expenses incurred in
the Company's research and development activities associated with the
development, patenting, preclinical testing and a Phase I/II clinical trial of
T-20, the development of a manufacturing process for T-20, production of drug
material for future clinical trials, the development of its proprietary
technology platform, research and development and preclinical testing of other
potential
6
<PAGE>
product candidates and compounds discovered by the Company, and from general and
administrative expenses. The Company expects to continue to incur substantial
losses for the foreseeable future. There can be no assurance that the Company
will ever generate significant revenue or achieve profitable operations.
RESULTS OF OPERATIONS
COMPARISON OF THREE MONTHS ENDED MARCH 31, 1997 AND 1998
REVENUE. Revenue recognized for the three months ended March 31, 1997 and 1998
consisted of approximately $50,000 and $90,000 of income from SBIR grants,
respectively.
RESEARCH AND DEVELOPMENT EXPENSES. Total research and development expenses
increased from approximately $1.4 million for the three months ended March 31,
1997 to approximately $2.6 million for the three months ended March 31, 1998.
The increase is primarily due to increased costs related to additional personnel
and related laboratory research supplies to support these personnel, preclinical
animal studies, and the manufacture of drug product material for a Phase II
clinical trial expected to begin in mid-1998. Total research personnel were 25
and 38 at March 31, 1997 and 1998, respectively. The Company expects its
research and development expenses to increase substantially in the future due to
continued expansion of product development activities, including preclinical
research and testing, expanded clinical trials, and the manufacture of drug
material.
GENERAL AND ADMINISTRATIVE EXPENSES. Total general and administrative expenses
increased from approximately $415,000 for the three months ended March 31, 1997
to approximately $1.0 million for the three months ended March 31, 1998. The
increase is due to costs related to additional personnel and consultants to
support the Company's growth and additional professional fees required to
support the Company's obligations as a publicly traded Company. The Company
expects its administrative expenses to increase in the future to support the
expansion of its product development activities.
OTHER INCOME (EXPENSE). Other income (expense) consists of interest income and
expense. Total other expenses changed from approximately $33,000 in expense for
the three months ended March 31, 1997 to $566,000 in income for the three months
ended March 31, 1998. This change was primarily due to increased interest income
due to larger cash balances.
LIQUIDITY AND CAPITAL RESOURCES
Since inception, the Company has financed its operations primarily through
the private placement of equity securities, the issuance of notes to
stockholders and equipment lease financing and the Company's initial public
offering, which provided approximately $34.5 million after deducting applicable
issuance costs and expenses. Net cash used by operating activities was
approximately $1.8 million and approximately $3.4 million for the three months
ended March 31, 1997 and 1998, respectively. The cash used by operating
activities was used primarily to fund research and development and general and
administrative expenses. Cash provided by financing activities was approximately
$3.7 million for the three months ended March 31, 1997, primarily from the sale
of equity securities, compared to a use of approximately $94,000 for the three
months ended March 31, 1998.
As of March 31, 1998, the Company had approximately $33.7 million in cash and
cash equivalents and short-term investments, compared to approximately $37.4
million as of December 31, 1997.
7
<PAGE>
The Company has experienced negative cash flows from operations since its
inception and does not anticipate generating sufficient positive cash flows to
fund its operations in the foreseeable future. The Company has expended, and
expects to continue to expend in the future, substantial funds to pursue its
product candidate and compound discovery and development efforts, including
expenditures for continued clinical trials of T-20, research and development and
preclinical testing of other product candidates and compounds discovered by the
Company and the development of its proprietary technology platform. As of March
31, 1998, the Company had commitments to purchase approximately $2.0 million of
drug product materials. These expenditures may be financed with capital or
operating leases, debt or working capital. The Company expects that its existing
capital resources and the interest earned thereon, will be adequate to fund its
capital requirements through 1998. However, the Company's future capital
requirements and the adequacy of available funds will depend on many factors,
including the results of the clinical trials relating to T-20, the progress and
scope of the Company's product development programs, the magnitude of these
programs, the results of preclinical testing and clinical trials, the need for
additional facilities based on the results of these clinical trials and other
product development programs, changes in the focus and direction of the
Company's product development programs, the costs involved in preparing, filing,
processing, maintaining, protecting and enforcing patent claims and other
intellectual property rights, competitive factors and technological advances,
the cost, timing and outcome of regulatory reviews, changes in the requirements
of the United States Food and Drug Administration (the "FDA"), administrative
and legal expenses, evaluation of the commercial viability of potential product
candidates and compounds, the establishment of capacity, either internally or
through relationships with third parties, for manufacturing, sales, marketing
and distribution functions and other factors, many of which are outside of the
Company's control. Thus, there can be no assurance that the Company's existing
capital resources together, with the interest earned thereon, will be sufficient
to fund the Company's capital requirements during the period discussed above.
The Company believes that substantial additional funds will be required to
continue to fund its operations and that the Company will be required to obtain
additional funds through equity or debt financing or licenses, agreements or
other arrangements with collaborative partners and others, or from other
sources. The terms of any such equity financings may be dilutive to stockholders
and the terms of any debt financings may contain restrictive covenants which
limit the Company's ability to pursue certain courses of action. There can be no
assurance that such funds will be available to the Company on acceptable terms,
if at all, or that such financings will be adequate to meet the Company's future
capital requirements. If adequate funds are not available, the Company may be
required to delay, scale-back or eliminate certain aspects of its preclinical
testing, clinical trials and research and development programs or attempt to
obtain funds through arrangements with collaborative partners or others that may
require the Company to relinquish rights to certain of its technologies or
product candidates or compounds, which could have a material adverse effect on
the Company's business, financial condition and results of operations.
8
<PAGE>
FACTORS THAT MAY AFFECT FUTURE RESULTS
The Company expects to incur substantial losses for the foreseeable future
and expects losses to increase as the Company's research and development,
preclinical testing and clinical trial efforts expand. The amount and timing of
the Company's operating expenses will depend on several factors, many of which
are beyond the Company's control, including the status of the Company's research
and development activities, product candidate and compound discovery and
development efforts, including preclinical testing and clinical trials, the
timing of regulatory actions, the costs involved in preparing, filing,
prosecuting, maintaining, protecting and enforcing patent claims and other
proprietary rights, the ability of the Company to establish, internally or
through relationships with third parties, manufacturing, sales, marketing and
distribution capabilities, technological and other changes in the competitive
landscape, changes in the Company's existing research and development
relationships and strategic alliances, evaluation of the commercial viability of
potential product candidates and other factors. As a result, the Company
believes that period-to-period comparisons of financial results in the future
are not necessarily meaningful and results of operations in prior periods should
not be relied upon as an indication of future performance. Any deviations in the
Company's clinical trial schedule, results from the Company's clinical trials,
or the Company's financial results, from the expectations of securities analysts
and investors could have a material adverse effect on the market price of the
Common Stock.
The Company's ability to achieve profitability will depend, in part, upon
its or its collaborated partners' ability to successfully develop and obtain
regulatory approval for T-20 and other product candidates and compounds
discovered by the Company, and to develop the capacity, either internally or
through relationships with third parties, to manufacture, sell, market and
distribute approved products, if any. Achievement of these goals is dependent
upon many factors which are beyond the control of the Company, including, but
not limited to, results of planned and future clinical trials, changes in the
requirements of the FDA, results of preclinical studies, the Company's ability
to obtain third-party reimbursement for any products that may be approved by the
FDA, and the development of competitive therapies. There can be no assurance
that the Company will ever generate significant revenues or achieve profitable
operations.
The Company is currently attempting to develop a novel manufacturing process
for T-20 which could be more cost-effective than currently available methods of
production. There can be no assurance of success of this process development.
Currently available manufacturing methodologies are expensive and such costs, as
well as the Company's current dependence on third parties for the manufacture of
its products, and product candidates, could adversely affect the Company's
profit margins and its ability to commercialize T-20. There can be no assurance
that the Company will be able to manufacture T-20 on a cost-effective or timely
basis.
9
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Changes in Securities and Use of Proceeds
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Use of Proceeds:
The following information updates and supplements the
information regarding use of proceeds originally filed in the
Company's Form 10-Q, for the quarter ended September 30, 1997,
as amended to date, and relates to securities sold by the
Company pursuant to the S-1 Registration Statement. Through
March 31, 1998, the Company has used approximately $845,000 of
the total net proceeds from its initial public offering of
$34,532,000 for working capital. The unused proceeds of
$33,687,000 are invested in temporary investments, primarily
short-term corporate debt securities. All proceeds used or
invested were direct or indirect payments to others. This use
of proceeds does not represent a material change in the use of
proceeds described in the Company's Prospectus filed as a part
of the S-1 Registration Statement.
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
The exhibits filed as part of this Quarterly Report on Form 10-Q
are listed on the Exhibit Index immediately preceding such
exhibits and are incorporated herein by reference.
(b) Reports on Form 8-K
None
10
<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.
Trimeris, Inc.
--------------
(Registrant)
May 12, 1998 /s/ M.ROSS JOHNSON
M. Ross Johnson
President, Chief Executive
Officer, and Chief Scientific
Officer
May 12, 1998 /s/ MATTHEW A. MEGARO
- ------------ ----------------------
Matthew A. Megaro
Chief Operating Officer,
Chief Financial Officer,
Executive Vice President and
Secretary (Principal Accounting
and Financial Officer)
11
<PAGE>
EXHIBIT INDEX
-------------
Number Description
- ------ -----------
11.1 Computations of Basic Loss Per Share
27.1 Financial Data Schedule
12
Exhibit 11.1 Computations of Basic Loss Per Share.
TRIMERIS, INC.
STATEMENTS RE: COMPUTATIONS OF BASIC LOSS PER SHARE
(in thousands except per share data)
Three Months
Ended March 31,
---------------
1997 1998
---- ----
Common shares outstanding (weighted average) (1) 5,362 10,520
Common Stock equivalents
(using the treasury stock method):
Stock Options and Awards (weighted average)
Pursuant to Staff Accounting Bulletin No. 83 (2) 100 100
--------- ---------
Total weighted average shares 5,462 10,620
========= =========
Net loss $ (1,846) $ (2,967)
========== ==========
Basic net loss per share $ (0.34) $ (0.28)
=========== ==========
(1) Assumes the retroactive conversion of the Preferred Stock into shares of
Common Stock which occurred upon the completion of the Company's Initial
Public Offering in October, 1997, for all periods presented.
(2) Includes all options and awards issued during the twelve-month period prior
to the initial filing of the registration statement relating to the
Company's Initial Public Offering, in accordance with Securities and
Exchange Commission Staff Accounting Bulletin No. 83.
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> MAR-30-1998
<CASH> 29,583
<SECURITIES> 4,104
<RECEIVABLES> 137
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 33,845
<PP&E> 3,143
<DEPRECIATION> 2,273
<TOTAL-ASSETS> 35,312
<CURRENT-LIABILITIES> 2,102
<BONDS> 0
0
0
<COMMON> 11
<OTHER-SE> 32,983
<TOTAL-LIABILITY-AND-EQUITY> 35,312
<SALES> 0
<TOTAL-REVENUES> 90
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 3,623
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 18
<INCOME-PRETAX> (2,967)
<INCOME-TAX> 0
<INCOME-CONTINUING> (2,967)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,967)
<EPS-PRIMARY> (0.28)
<EPS-DILUTED> (0.28)
</TABLE>
