-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, C9n1i6H/nIhsk0nSpV9BE1DLO4M3sWOUKIXjHtzgQUTbGvH1LvePHly9P6gssgQt i232u3AH7QXuS609Xbub+Q== 0001095811-01-000573.txt : 20010205 0001095811-01-000573.hdr.sgml : 20010205 ACCESSION NUMBER: 0001095811-01-000573 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20010126 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AVIRON CENTRAL INDEX KEY: 0000949173 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 770309686 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-20815 FILM NUMBER: 1520991 BUSINESS ADDRESS: STREET 1: 297 N BERNARDO AVE CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 BUSINESS PHONE: 6509196500 MAIL ADDRESS: STREET 1: 297 NORTH BERNARDO AVE CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 8-K 1 f68784e8-k.txt FORM 8-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: January 31, 2001 Date of earliest event reported: January 26, 2000 AVIRON (Exact name of registrant as specified in its charter) DELAWARE (State or other jurisdiction of incorporation) 0-20815 77-0309686 (Commission File No.) (IRS Employer Identification No.)
297 N. BERNARDO AVENUE MOUNTAIN VIEW CALIFORNIA 94043 (Address of principal executive offices and zip code) Registrant's telephone number, including area code: (650) 919-6500 2 ITEM 5. OTHER EVENTS. On January 31, 2001, Aviron issued a press release announcing results for the fourth quarter and year ended December 2000. A copy of the press release is attached as Exhibit 99.1 and incorporated by reference herein. Since December 31, 2000, Aviron has exchanged approximately $33.4 million aggregate principal amount of its 5 3/4 percent convertible subordinated notes due 2005 for 1,121,805 shares of its common stock in a number of privately negotiated transactions. Additional non-cash expense related to the exchanges to be recorded in the first quarter of 2001 will be approximately $1.6 million. The $799,000 of unamortized debt issue costs related to the notes exchanged in January will be charged to additional paid-in capital. As of January 31, 2001, approximately $14.9 million aggregate principal amount of the 5 3/4 percent convertible notes remain outstanding. In accordance with Section 305(b) of the Trust Indenture Act of 1939 and the rules under this act, Aviron is filing herewith the Statement of Eligibility and Qualification on Form T-1 of HSBC Bank USA to act as trustee under the subordinated debt securities indenture in connection with Aviron's Registration Statement on Form S-3 (Registration No. 333-52028). ITEM 7. EXHIBITS. Exhibit 25.2 Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended. Exhibit 99.1 Press Release, dated January 31, 2001, entitled "Aviron Announces Fourth Quarter, Year End Results." 2 3 SIGNATURE 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, hereunto duly authorized. AVIRON Dated: January 31, 2001 By: /s/ CHARLENE A. FRIEDMAN ------------------------------------- Charlene A. Friedman Vice President, General Counsel and Secretary 3 4 INDEX TO EXHIBITS Exhibit 25.2 Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended. Exhibit 99.1 Press Release, dated January 31, 2001, entitled "Aviron Announces Fourth Quarter, Year End Results."
4 EX-25.2 2 f68784ex25-2.txt EXHIBIT 25.2 1 EXHIBIT 25.2 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------- FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ----------- CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) ----------- HSBC Bank USA (Exact name of trustee as specified in its charter) New York 13-2774727 (Jurisdiction of incorporation (I.R.S. Employer or organization if not a U.S. Identification No.) national bank) 140 Broadway, New York, N.Y. 10005-1180 (212) 658-1000 (Zip Code) (Address of principal executive offices) Warren L. Tischler Senior Vice President HSBC Bank USA 140 Broadway New York, New York 10005-1180 Tel: (212) 658-1792 (Name, address and telephone number of agent for service) AVIRON (Exact name of Registrant as specified in its charter) Delaware 77-0309686 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 297 North Bernardo Avenue Mountain View, California 94043 (650) 919-6500 (Zip Code) (Address of principal executive offices) Debt Securities* (Title of Indenture Securities) * Specific title to be determined in connection with the sale of Debt Securities. 2 General Item 1. General Information. Furnish the following information as to the trustee: (a) Name and address of each examining or supervisory authority to which it is subject. State of New York Banking Department. Federal Deposit Insurance Corporation, Washington, D.C. Board of Governors of the Federal Reserve System, Washington, D.C. (b) Whether it is authorized to exercise corporate trust powers. Yes. Item 2. Affiliations with Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation. None Item 4. Trusteeships under other indentures. If the trustee is a trustee under another indenture under which any other securities, or certificates of interest or participation in any other securities, of the obligor are outstanding, furnish the following information. (a) Title of the securities outstanding under each such other indenture. 5 3/4% Convertible Subordinated Notes due 2005. (b) A brief statement of the fact relied upon as a basis for the claim that no conflicting interest within the meaning of Section 310(b)(1) of the Act arises as a result of the trusteeship under any such other indenture, including a statement as to how the indenture securities will rank as compared with the securities issued under such other indenture. 3 Item 16. List of Exhibits. Exhibit T1A(i) (1) - Copy of the Organization Certificate of HSBC Bank USA. T1A(ii) (1) - Certificate of the State of New York Banking Department dated December 31, 1993 as to the authority of HSBC Bank USA to commence business as amended effective on March 29, 1999. T1A(iii) - Not applicable. T1A(iv) (1) - Copy of the existing By-Laws of HSBC Bank USA as adopted on January 20, 1994, as amended on October 23, 1997. T1A(v) - Not applicable. T1A(vi) (2) - Consent of HSBC Bank USA required by Section 321(b) of the Trust Indenture Act of 1939. T1A(vii) - Copy of the latest report of condition of the trustee (September 30, 2000), published pursuant to law or the requirement of its supervisory or examining authority. T1A(viii) - Not applicable. T1A(ix) - Not applicable. (1) Exhibits previously filed with the Securities and Exchange Commission with Registration No. 022-22429 and incorporated herein by reference thereto. (2) Exhibits previously filed with the Securities and Exchange Commission with Registration No. 33-53693 and incorporated herein by reference thereto. 4 SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee, HSBC Bank USA, a banking corporation and trust company organized under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of New York and State of New York on the 26th day of January, 2001. HSBC BANK USA By: /s/ James M. Foley --------------------------------- James M. Foley Assistant Vice President 5 EXHIBIT T1A (vii) Board of Governors of the Federal Reserve System OMB Number: 7100-0036 Federal Deposit Insurance Corporation OMB Number: 3064-0052 Office of the Comptroller of the Currency OMB Number: 1557-0081 FEDERAL FINANCIAL INSTITUTIONS EXAMINATION COUNCIL Expires March 31, 2002 - -------------------------------------------------------------------------------- Please refer to page i, Table of Contents, for the required disclosure [ 1 ] of estimated burden. - -------------------------------------------------------------------------------- CONSOLIDATED REPORTS OF CONDITION AND INCOME FOR A BANK WITH DOMESTIC AND FOREIGN OFFICES--FFIEC 031 REPORT AT THE CLOSE OF BUSINESS SEPTEMBER 30, 2000 This report is required by law; 12 U.S.C. Section 324 (State member banks); 12 U.S.C. Section 1817 (State nonmember banks); and 12 U.S.C. Section 161 (National banks). NOTE: The Reports of Condition and Income must be signed by an authorized officer and the Report of Condition must be attested to by not less than two directors (trustees) for State nonmember banks and three directors for State member and National Banks. I, Gerald A. Ronning, Executive VP & Controller Name and Title of Officer Authorized to Sign Report of the named bank do hereby declare that these Reports of Condition and Income (including the supporting schedules) have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true to the best of my knowledge and believe. /s/ Gerald A. Ronning - ---------------------------------------------------- Signature of Officer Authorized to Sign Report 11/10/00 - ---------------------------------------------------- Date of Signature (19980930) ----------- (RCRI 9999) This report form is to be filed by banks with branches and consolidated subsidiaries in U.S. territories and possessions, Edge or Agreement subsidiaries, foreign branches, consolidated foreign subsidiaries, or International Banking Facilities. The Reports of Condition and Income are to be prepared in accordance with Federal regulatory authority instructions. We, the undersigned directors (trustees), attest to the correctness of this Report of Condition (including the supporting schedules) and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct. /s/ Yousset A. Nasr - ---------------------------------------------------- Director (Trustee) /s/ Bernard J. Kennedy - ---------------------------------------------------- Director (Trustee) /s/ Sal H. Alfiero - ---------------------------------------------------- Director (Trustee) SUBMISSION OF REPORTS Each Bank must prepare its Reports of Condition and Income either: (a) in automated form and then file the computer data file directly with the banking agencies' collection agent, Electronic Data System Corporation (EDS), by modem or computer diskette; or (b) in hard-copy (paper) form and arrange for another party to convert the paper report to automated for. That party (if other than EDS) must transmit the bank's computer data file to EDS To fulfill the signature and attestation requirement for the Reports of Condition and Income for this report date, attach this signature page to the hard-copy f the completed report that the bank places in its files. - -------------------------------------------------------------------------------- FDIC Certificate Number 0 0 5 8 9 ---------------------- (RCRI 9030) "http://www.banking.us.hsbc.com" - -------------------------------------------------------------------------------- Primary Internet Web Address of Bank (home page) (Example: www.examplebank.com) HSBC Bank USA - -------------------------------------------------------------------------------- Legal Title of Bank (text 9010) Buffalo - -------------------------------------------------------------------------------- City (text 9130) N.Y. 14203 - -------------------------------------------------------------------------------- State Abbrev. (Text 9200) Zip Code (Text 9220) Board of Governors of the Federal Reserve System, Federal Deposit Insurance Corporation, Office of the Comptroller of the Currency 6 REPORT OF CONDITION Consolidating domestic and foreign subsidiaries of the HSBC Bank USA of Buffalo Name of Bank City in the state of New York, at the close of business September 30, 2000
ASSETS Thousands of dollars Cash and balances due from depository institutions: Non-interest-bearing balances currency and coin ............................................ $ 1,986,803 Interest-bearing balances .................................................................. 6,432,408 Held-to-maturity securities ................................................................ 4,227,953 Available-for-sale securities .............................................................. 16,867,689 Federal funds sold and securities purchased under agreements to resell ..................... 2,629,177 Loans and lease financing receivables: Loans and leases net of unearned income ....................................... $ 38,813,494 LESS: Allowance for loan and lease losses ..................................... 531,808 LESS: Allocated transfer risk reserve ......................................... - Loans and lease, net of unearned income, allowance, and reserve ............................ $ 38,281,686 Trading assets ............................................................................. 4,937,459 Premises and fixed assets (including capitalized leases) ................................... 731,615 Other real estate owned ....................................................................... 17,793 Investments in unconsolidated subsidiaries and associated companies ........................... 2,549,829 Customers' liability to this bank on acceptances outstanding .................................. 226,814 Intangible assets ............................................................................. 2,969,884 Other assets .................................................................................. 2,165,839 Total assets .................................................................................. 84,024,949
7
LIABILITIES Thousands of dollars Deposits: In domestic offices ........................................................................ 34,632,582 Non-interest-bearing .......................................................... 5,234,945 Interest-bearing .............................................................. 29,397,637 In foreign offices, Edge and Agreement subsidiaries, and IBFs ................................. 21,655,922 Non-interest-bearing .......................................................... 246,990 Interest-bearing .............................................................. 21,408,932 Federal funds purchased and securities sold under agreements to repurchase .................... 1,314,197 Demand notes issued to the U.S. Treasury ...................................................... 4,140,116 Trading Liabilities ........................................................................... 2,280,559 Other borrowed money (including mortgage indebtedness and obligations under capitalized leases): With a remaining maturity of one year or less .............................................. 4,396,659 With a remaining maturity of more than one year through three years ........................ 603,614 With a remaining maturity of more than three years ......................................... 568,109 Bank's liability on acceptances executed and outstanding ...................................... 226,814 Subordinated notes and debentures ............................................................. 1,648,467 Other liabilities ............................................................................. 2,908,320 Total liabilities ............................................................................. 74,375,359 EQUITY CAPITAL Perpetual preferred stock and related surplus ................................................. - Common Stock .................................................................................. 205,000 Surplus ....................................................................................... 9,129,848 Undivided profits and capital reserves ........................................................ 310,156 Net unrealized holding gains (losses) on available-for-sale securities ........................ 20,473 Accumulated net gain (losses) on cash flow hedges ............................................. - Cumulative foreign currency translation adjustments ........................................... (15,887) Total equity capital .......................................................................... 9,649,590 Total liabilities and equity capital .......................................................... 84,024,949
EX-99.1 3 f68784ex99-1.txt EXHIBIT 99.1 1 EXHIBIT 99.1 FOR IMMEDIATE RELEASE AVIRON ANNOUNCES FOURTH QUARTER, YEAR END RESULTS MOUNTAIN VIEW, CA -JANUARY 31, 2001 - Aviron (Nasdaq: AVIR) today announced results for the fourth quarter and year ended December 31, 2000. The company reported a net loss of $11.6 million (basic net loss of $0.50 per share) for the fourth quarter of 2000, compared to a net loss of $22.6 million (basic net loss of $1.40 per share) for the fourth quarter of 1999. The company reported a net loss of $90.3 million (basic net loss of $4.36 per share) for fiscal 2000, compared to a net loss of $61.9 million (basic net loss of $3.90 per share) for fiscal 1999. Revenues in the fourth quarter of 2000 totaled $22.1 million, compared to $2.4 million for the fourth quarter of 1999. Revenues for fiscal 2000 were $32.2 million, as compared to $22.2 million for fiscal 1999. Fourth quarter and full-year 2000 revenues were comprised principally of expense reimbursements and a $15.5 million milestone due from Wyeth Lederle Vaccines (Wyeth), a business unit of American Home Products Corporation (AHP). These amounts were payable to Aviron under an ongoing global collaboration agreement between the companies for the development and marketing of FLUMIST(TM), Aviron's investigational intranasal influenza vaccine. Fourth quarter 1999 revenues were comprised principally of expense reimbursements from Wyeth. Fiscal 1999 revenues also included the recognition of a $15.0 million non-refundable license fee from Wyeth and other revenues from contracts and research grants. Aviron implemented Staff Accounting Bulletin No. 101, Revenue Recognition in Financial Statements (SAB 101) in the fourth quarter of 2000. SAB 101 includes new guidelines from the Securities and Exchange Commission (SEC) regarding revenue recognition of non-refundable up-front license fees, such as the $15.0 million up-front payment Aviron received from Wyeth in 1999. In accordance with SAB 101, this $15.0 million up-front license fee, which was previously recognized as revenue in full in the first quarter of 1999, has been deferred and is now being recognized as revenue over the development period of FLUMIST(TM). As a result, we recorded a charge for the cumulative effect of the change of $12.8 million as of January 1, 2000, adjusted previously reported contract revenues for the first three quarters of 2000 to reflect revenue of $750,000 per quarter and also recognized $750,000 of revenue in the fourth quarter of 2000. Fiscal 1999 results will not be restated. --more-- Operating expenses in the fourth quarter of 2000 totaled $31.0 million, compared to $24.0 million for the fourth quarter of 1999. Operating expenses for fiscal 2000 totaled $105.3 million, as compared with $81.4 million for fiscal 1999. Research and development costs totaled $26.5 million in the fourth quarter of 2000, as compared to $20.3 million in the fourth quarter of 1999 and totaled $80.5 million for fiscal 2000, as compared with $68.2 million in fiscal 1999. The increase in research and development 2 costs was due primarily to increases in development activities, clinical trials and commercial scale-up expenses associated with FLUMIST(TM). In addition, we recognized a one-time, non-cash charge for the acquisition of in-process research and development in the amount of $10.9 million in the first quarter of 2000 due to the amendment of our agreement with the University of Michigan to accelerate the issuance of a warrant to the university. General, administrative and marketing costs increased to $4.5 million in the fourth quarter of 2000 from $3.7 million in the fourth quarter of 1999, and to $13.8 million for fiscal 2000, as compared to $13.2 million for fiscal 1999. The increase was due to growth in infrastructure and other costs to support preparations for a potential commercial launch of FLUMIST(TM) in 2001. In the fourth quarter of 2000, we exchanged approximately $51.7 million aggregate principal amount of our 5 3/4 percent convertible subordinated notes for 1,722,673 shares of our common stock in a number of privately negotiated transactions. As a result, we recorded additional non-cash interest expense related to the exchanges in the amount of approximately $2.7 million. The $1.2 million of unamortized debt issue costs related to the notes exchanged have been charged to additional paid-in capital. As of December 31, 2000, approximately $48.3 million aggregate principal amount of the notes remained outstanding. Cash, cash equivalents, short-term investments, and long-term investments totaled $136.8 million at December 31, 2000, compared to $52.3 million at December 31, 1999. During October 2000, we restructured our manufacturing agreement with Evans Vaccines Ltd. (Evans), a division of PowderJect Pharmaceuticals plc., in order to gain direct control over FLUMIST(TM) manufacturing operations. In conjunction with the restructuring of this agreement, we have recorded $34.0 million of obligations to Evans. We have valued the aggregate consideration at approximately $50.2 million, which we recorded as an asset and will amortize over the remaining term of the agreement, which extends through June 2006. Company events during the fourth quarter of 2000 and the early first quarter of 2001 include the following: --more-- FLUMIST(TM) o On October 31, 2000, we submitted a Biologics License Application (BLA) to the U.S. Food and Drug Administration (FDA) seeking licensure of FLUMIST(TM) to prevent influenza in healthy children and healthy adults and on December 28, 2000, the FDA accepted the BLA for review. This acceptance triggered a $15.5 million payment to Aviron from Wyeth. 2 3 Operations o On October 11, 2000, we announced a restructuring of our contract manufacturing agreement with Evans, transferring responsibility for bulk manufacture of FLUMIST(TM) in the Speke, UK facility to our UK subsidiary, Aviron UK Ltd. o Also on October 11, 2000, we announced that Aviron UK Ltd. had agreed to acquire the remaining 24 years of a 25-year lease from Celltech Group plc on approximately eight acres of land in Speke, UK. We intend to utilize an existing 45,000 square foot structure on the property to build a new FLUMIST(TM) manufacturing facility. Clinical o On October 25, 2000, we announced the initiation of a Phase 2 clinical trial of an investigational vaccine against Epstein-Barr virus (EBV) infection, a cause of infectious mononucleosis, being developed under our license with SmithKline Beecham Biologicals (SBB). The initiation of this trial triggered a $1.5 million payment from SBB to Aviron. Pursuant to an agreement with ARCH Development, we paid 25 percent of this milestone to ARCH Development. Financing Transactions o In five separate private equity financing transactions from October 3, 2000 through January 26, 2001, we sold a total of 773,367 shares of our common stock to Acqua Wellington North American Equities Fund, Ltd. (Acqua Wellington) at an average price of $51.72 per share for aggregate proceeds of $40.0 million ($32.0 million in the fourth quarter of 2000 and $8.0 million in January 2001). The financing transaction completed in January 2001 was the final transaction under an $84 million commitment Acqua Wellington made to Aviron. o On October 12, 2000, we sold 450,000 shares of our common stock in a private equity transaction to Biotech Target S.A. for total proceeds of $21.6 million, or $48.00 per share. o On January 8, 2001, we announced a $10.0 million advance payment to Aviron from AHP to support commercial manufacturing and inventory buildup of FLUMIST(TM) for a potential product launch during the 2001-2002 influenza season. This payment is an advance for payments AHP owes Aviron under the companies' global collaboration agreement for FLUMIST(TM). o On January 12, 2001, we announced the commencement of public offerings of 3,000,000 shares of common stock and $150.0 million aggregate principal amount of convertible subordinated notes, in each case subject to customary underwriters overallotment options. 3 4 Senior Leadership o On January 8, 2001, we announced that president and chief executive officer C. Boyd Clarke was elected chairman of the board of directors. He succeeds J. Leighton Read, M.D., Aviron's founder, who remains on Aviron's board of directors. o On January 24, 2001, we announced the promotion of Rayasam S. Prasad to senior vice president, technical affairs. Aviron is a biopharmaceutical company based in Mountain View, California, focused on the prevention of disease through innovative vaccine technology. Actual results may differ materially from the forward-looking statements contained in this release. Factors that could cause actual results to differ include, but are not limited to, the assessment by regulatory agencies that the company's license applications for its nasal influenza vaccine are incomplete or inadequate to approve the product for marketing to one or more target populations. Additional information concerning factors that could cause such a difference is contained in Aviron's SEC filings, including, without limitation, the Company's Form 10-K, Forms 10-Q and Forms 8-K, which identify specific factors that may cause actual results or events to differ materially from those described in the forward looking statements. To receive an index and copies of recent press releases, call Aviron's News-On-Call toll-free fax service, 800-758-5804, extension 114000. Additional information about the company can be located at http://www.aviron.com. For information, please contact: Media: John Bluth, Aviron 650-919-3716 Asha Jennings, Aviron 650-919-1429 Camela Stuby, Fleishman-Hillard 212-453-2000 Investors: John Bluth, Aviron 650-919-3716 Asha Jennings, Aviron 650-919-1429 Fred Kurland, Aviron 650-919-6666 (Tables follow) 4 5 AVIRON CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (IN THOUSANDS, EXCEPT PER SHARE DATA)
THREE MONTHS ENDED YEAR ENDED DECEMBER 31, DECEMBER 31, ---------------------- ---------------------- 2000 1999 2000 1999 --------- --------- --------- --------- REVENUES: Contract revenues and grants (note 1) .......................... $ 22,089 $ 2,394 $ 32,242 $ 22,232 --------- --------- --------- --------- OPERATING EXPENSES: Research and development ....................................... 26,485 20,252 80,521 68,212 Acquisition of in-process research and development ................................... -- -- 10,904 -- General, administrative and marketing .......................... 4,525 3,724 13,849 13,159 --------- --------- --------- --------- TOTAL OPERATING EXPENSES ................................. 31,010 23,976 105,274 81,371 --------- --------- --------- --------- LOSS FROM OPERATIONS ............................................. (8,921) (21,582) (73,032) (59,139) --------- --------- --------- --------- OTHER INCOME/(EXPENSE): Interest income ................................................ 2,190 556 6,541 3,633 Interest expense ............................................... (4,843) (1,587) (11,020) (6,364) --------- --------- --------- --------- TOTAL OTHER INCOME/(EXPENSE), NET ..................... (2,653) (1,031) (4,479) (2,731) --------- --------- --------- --------- NET LOSS, before cumulative effect of change in accounting principle ...................................................... (11,574) (22,613) (77,511) (61,870) CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE (NOTE 1) ..... -- -- (12,750) -- --------- --------- --------- --------- NET LOSS, after cumulative effect of change in accounting principle ...................................................... $ (11,574) $ (22,613) $ (90,261) $ (61,870) ========= ========= ========= ========= BASIC AND DILUTED NET LOSS PER SHARE: Loss before cumulative effect of change in accounting principle .................................................... $ (0.50) $ (1.40) $ (3.74) $ (3.90) ========= ========= ========= ========= Cumulative effect of change in accounting principle ............ -- -- $ (0.62) -- ========= ========= ========= ========= Loss after cumulative effect of change in accounting principle .................................................... $ (0.50) $ (1.40) $ (4.36) $ (3.90) ========= ========= ========= ========= Shares used in calculation of basic net loss per share ........................................................ 23,100 16,126 20,715 15,848
5 6 AVIRON CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (IN THOUSANDS)
DECEMBER 31, DECEMBER 31, 2000 1999 --------- --------- ASSETS Cash and cash equivalents and short-term investments ............. $ 132,313 $ 52,316 Accounts receivable ........................ 23,288 3,241 Inventory .................................. 4,264 2,082 Other current assets ....................... 2,691 1,009 --------- --------- Total Current Assets ............... 162,556 58,648 --------- --------- Long-term investments ...................... 4,506 -- Property and equipment, net ................ 27,707 25,635 Intangible assets .......................... 48,693 -- Debt issuance costs, deposits and other assets ................................. 5,277 7,411 --------- --------- TOTAL ASSETS ....................... $ 248,739 $ 91,694 ========= ========= LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) Current liabilities ........................ $ 26,361 $ 16,433 Obligations to Evans, less current portion . 31,531 -- Long-term debt, less current portion ....... 58,416 112,657 Other long-term liabilities ................ 11,845 2,223 --------- --------- Total Liabilities ................... 128,153 131,313 Stockholders' Equity (Deficit) ............. 120,586 (39,619) --------- --------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) ............. $ 248,739 $ 91,694 ========= =========
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