March 31, 2004 and December 31, 2003 (Unaudited)

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March 31, 2004 and December 31, 2003 (Unaudited) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2004 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission file number 0-22613 AVI BIOPHARMA, INC. (Exact name of registrant as specified in its charter) Oregon 93-0797222 (State or other jurisdiction of incorporation (I.R.S. Employer Identification No.) or organization) One SW Columbia Street, Suite 1105, Portland, Oregon 97258 (Address of principal executive offices) (Zip Code) Issuer’s telephone number, including area code: 503-227-0554 Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes ý No o Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. Common Stock with $.0001 par value 36,093,235 (Class) (Outstanding at May 7, 2004) AVI BIOPHARMA, INC. FORM 10-Q INDEX PART I - FINANCIAL INFORMATION Item 1. Financial Statements Balance Sheets – March 31, 2004 and December 31, 2003 (unaudited) Statements of Operations – Three Months Ended March 31, 2004 and 2003 and from July 22, 1980 (Inception) through March 31, 2004 (unaudited) Statements of Cash Flows – Three Months Ended March 31, 2004 and 2003 and from July 22, 1980 (Inception) through March 31, 2004 (unaudited) Notes to Financial Statements (unaudited) Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations Item 3. Quantitative and Qualitative Disclosures about Market Risk Item 4. Controls and Procedures PART II – OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K Signatures Exhibits 1 AVI BIOPHARMA, INC. (A Development Stage Company) BALANCE SHEETS (unaudited) March 31, December 31, 2004 2003 Assets Current Assets: Cash and cash equivalents $ 8,687,362 $ 12,524,915 Short-term securities-available-for-sale 27,722,217 25,074,221 Other current assets 747,645 791,383 Total Current Assets 37,157,224 38,390,519 Property and Equipment, net of accumulated depreciation and amortization of $5,583,007 and $5,198,912 6,772,417 7,008,426 Patent Costs, net of accumulated amortization of $920,038 and $877,038 1,842,308 1,716,231 Other Assets 29,847 29,847 Total Assets $ 45,801,796 $ 47,145,023 Liabilities and Shareholders’ Equity Current Liabilities: Accounts payable $ 1,781,403 $ 3,052,932 Accrued employee compensation 969,008 698,061 Total Current Liabilities 2,750,411 3,750,993 Commitments and Contingencies Shareholders’ Equity: Preferred stock, $.0001 par value, 20,000,000 shares authorized; none issued and outstanding — — Common stock, $.0001 par value, 200,000,000 shares authorized; 36,093,235 and 34,465,737 issued and outstanding 3,609 3,447 Additional paid-in capital 182,193,651 174,875,072 Accumulated other comprehensive loss (418,677) (289,803) Deficit accumulated during the development stage (138,727,198) (131,194,686) Total Shareholders’ Equity 43,051,385 43,394,030 Total Liabilities and Shareholders’ Equity $ 45,801,796 $ 47,145,023 See accompanying notes to financial statements. 2 AVI BIOPHARMA, INC. (A Development Stage Company) STATEMENTS OF OPERATIONS (unaudited) July 22, 1980 Three months ended March 31, (Inception) to 2004 2003 March 31, 2004 Revenues, from license fees, grants and research contracts $ 99,451 $ 257,923 $ 4,750,758 Operating expenses: Research and development 6,613,988 2,805,895 91,059,140 General and administrative 1,238,201 933,401 24,387,877 Acquired in-process research and development — — 19,545,028 7,852,189 3,739,296 134,992,045 Other income (loss): Interest income, net 220,226 62,556 4,652,935 Realized gain on sale of short-term securities— available-for-sale — — 3,862,502 Write-down of short-term securities— available-for-sale — — (17,001,348) 220,226 62,556 (8,485,911) Net loss $ (7,532,512) $ (3,418,817) $ (138,727,198) Net loss per share - basic and diluted $ (0.21) $ (0.13) Weighted average number of common shares outstanding for computing basic and diluted loss per share 35,610,687 26,567,968 See accompanying notes to financial statements. 3 AVI BIOPHARMA, INC. (A Development Stage Company) STATEMENTS OF CASH FLOWS (unaudited) For the Period July 22, 1980 Three months ended March 31, (Inception) to 2004 2003 March 31, 2004 Cash flows from operating activities: Net loss $ (7,532,512) $ (3,418,817) $ (138,727,198) Adjustments to reconcile net loss to net cash flows used in operating activities: Depreciation and amortization 428,274 333,186 7,272,458 Realized gain on sale of short-term securities—available-for-sale — — (3,862,502) Write-down of short-term securities-available-for-sale — — 17,001,348 Compensation expense on issuance of common stock and partnership units — — 861,655 Compensation expense on issuance of options and warrants to purchase common stock or partnership units 332,890 — 1,634,957 Conversion of interest accrued to common stock — — 7,860 Acquired in-process research and development — — 19,545,028 (Increase) decrease in: Related party receivables and other current assets 43,738 239,677 (747,645) Other assets — — (29,847) Net increase in accounts payable and accrued employee compensation (1,000,582) (3,502,181) 2,870,411 Net cash used in operating activities (7,728,192) (6,348,135) (94,173,475) Cash flows from investing activities: Purchase of property and equipment (149,265) (777,643) (12,539,355) Patent costs (169,077) (105,112) (3,097,828) Purchase of marketable securities (13,123,205) (997,700) (84,755,289) Sale of marketable securities 10,346,335 4,989,198 61,523,549 Acquisition costs — — (2,377,616) Net cash provided by (used in) investing activities (3,095,212) 3,108,743 (41,246,539) Cash flows from financing activities: Proceeds from sale of common stock, warrants, and partnership units, net of offering costs, and exercise of options and warrants 6,985,851 26,152 144,492,813 Buyback of common stock pursuant to rescission offering — — (288,795) Withdrawal of partnership net assets — — (176,642) Issuance of convertible debt — — 80,000 Net cash provided by financing activities 6,985,851 26,152 144,107,376 Increase (decrease) in cash and cash equivalents (3,837,553) (3,213,240) 8,687,362 Cash and cash equivalents: Beginning of period 12,524,915 10,384,963 — End of period $ 8,687,362 $ 7,171,723 $ 8,687,362 SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING ACTIVITIES AND FINANCING ACTIVITIES: Change in unrealized loss on short-term securities– available-for-sale $ (128,874) $ (376,173) $ (418,677) Issuance of common stock and warrants for services — $ — $ 370,000 See accompanying notes to financial statements. 4 AVI BIOPHARMA, INC. NOTES TO FINANCIAL STATEMENTS (Unaudited) Note 1. Basis of Presentation The financial information included herein for the three-month period ended March 31, 2004 and 2003 and the financial information as of March 31, 2004 is unaudited; however, such information reflects all adjustments consisting only of normal recurring adjustments which are, in the opinion of management, necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periods. The financial information as of December 31, 2003 is derived from AVI BioPharma, Inc.’s (the “Company’s”) Form 10-K. The interim financial statements should be read in conjunction with the financial statements and the notes thereto included in the Company’s Form 10-K. The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for the full year. The Company accounts for stock options using the intrinsic value method as prescribed by Accounting Principles Board (APB) Opinion No. 25, “Accounting for Stock Issued to Employees.” Pursuant to Statement of Financial Accounting Standards (SFAS) No. 148 “Accounting for Stock-Based Compensation - Transition and Disclosure,” which was adopted in December 2002, the Company has computed, for pro forma disclosure purposes, the impact on net loss and net loss per share as if the stock-based compensation plans have been accounted for in accordance with the fair value method prescribed by SFAS No. 123 “Accounting for Stock-Based Compensation” as follows: Three Months Ended March 31, 2004 2003 Net loss, as reported $ (7,532,512) $ (3,418,817) Deduct – Total stock-based employee compensation expense determined under fair value based method, for all awards not previously included in net loss (459,334) (844,092) Net loss, pro forma $ (7,991,846) $ (4,262,909) Basic and diluted net loss per share: As reported $ (0.21) $ (0.13) Pro forma $ (0.22) $ (0.16) To determine the fair value of stock-based awards granted during the periods presented, the Company used the Black-Scholes option pricing model and the following weighted average assumptions: Three Months Ended March 31, 2004 2003 Risk-free interest rate 2.85% 3.61% Expected dividend yield 0% 0% Expected lives 8.8 years 7.5 years Expected volatility 94% 88% 5 Note 2. Liquidity The Company is in the development stage.
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