Form 10-QSB for PROTEIN POLYMER TECHNOLOGIES, INC., filed on August 17, 1999


 UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-QSB
                       (Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES                        EXCHANGE ACT
                       OF 1934
 For the quarterly period ended March 31, 1999
[_] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE                        SECURITIES EXCHANGE
                       ACT OF 1934
 For the transition period from ______________ to _______________
 Commission file number 0-19724

                    
 PROTEIN POLYMER TECHNOLOGIES, INC.
                       (Exact name of small business issuer as specified in its                        charter)
                       Delaware 33-0311631
                       (State or other jurisdiction of (IRS Employer Identification                        No.)
                       incorporation or organization)
                       10655 Sorrento Valley Road, San Diego, CA 92121
                       (Address of principal executive offices)
 (619) 558-6064
                       (Issuer's telephone number)
                       Check whether the issuer (1) filed all reports required                        to be filed by Section
                       13 or 15(d) of the Exchange Act during the past 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 {X] No [_]
                       State the number of shares outstanding of each of the issuer's                        classes of common
                       equity, as of the latest practicable date: As of May 11,                        1999, 12,232,510
                       shares of common stock were outstanding.
Transitional Small Business Disclosure Format (check one):                        Yes [_] No [X]
                       ================================================================================
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                       <PAGE>
                       
                       PROTEIN POLYMER TECHNOLOGIES, INC.
 FORM 10-QSB
 INDEX

                    
 Page No.
                       --------
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited)
                       
                       Condensed Balance Sheets -
                       March 31, 1999 and December 31, 1998..........................                        3
                       
                       Condensed Statements of Operations -
                       For the Three Months ended March 31, 1999 and 1998
                       and the period July 6, 1988 (inception) to March 31, 1999...                        4
                       
                       Condensed Statements of Cash Flows -
                       For the Three Months ended March 31, 1999 and 1998
                       and the period July 6, 1988 (inception) to March 31, 1999...                        5
                       
                       Notes to Condensed Financial Statements.........................                        7
                       
                       Item 2. Management's Discussion and Analysis of
                       Financial Condition and Results of Operations...................                        8
                       
                       PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K................................                        13
 Signature.......................................................                        14
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<PAGE>
                       
                       PROTEIN POLYMER TECHNOLOGIES, INC.
                       (A Development Stage Company)
 Condensed Balance Sheets
                       <TABLE>
                       <CAPTION>
                       MARCH 31, DECEMBER 31,
                       1999 1998
                       --------------------------------
                       ASSETS (UNAUDITED)
                       <S> <C> <C>
                       Current assets:
                       Cash and cash equivalents $ 305,113 $ 1,383,148
                       Short-term investments - -
                       Other current assets 76,978 66,459
                       ------------ ------------ 
                       Total current assets 382,091 1,449,607
                       
                       Deposits 36,977 36,177
                       Notes receivable from officers 140,000 141,000
                       Equipment and leasehold improvements, net 536,137 598,447
                       ------------ ------------ 
                       $ 1,095,205 $ 2,225,231
                       ============ ============
                       LIABILITIES AND STOCKHOLDERS' EQUITY 
                       Current liabilities: 
                       Accounts payable $ 469,511 $ 515,413
                       Accrued employee benefits 178,881 167,849
                       Other accrued expenses 25,952 21,574
                       Current portion capital lease obligations 84,386 84,518
                       Deferred rent 60,668 60,668
                       ------------ ------------ 
                       Total current liabilities 819,398 850,022
                       
                       Long-term portion capital lease obligations 85,476 105,548
                       
                       Stockholders' equity: 
                       Convertible Preferred Stock, $.01 par value, 153,917 shares                        
                       authorized, 77,202 and 79,202 shares issued and outstanding                        
                       at March 31, 1999 and December 31, 1998, respectively; 
                       liquidation preference - $7,720,200 7,400,226 7,600,226
                       Common stock, $.01 par value, 25,000,000 shares authorized,                        
                       11,012,434 and 10,827,240 shares issued and outstanding                        at 
                       March 31, 1999 and December 31, 1998, respectively 110,136                        108,274 
                       Additional paid-in capital 26,774,033 26,549,125
                       Deficit accumulated during development stage (34,094,064)                        (32,987,964)
                       ------------ ------------ 
                       Total stockholders' equity 190,331 1,269,661
                       ------------ ------------ 
                       $ 1,095,205 $ 2,225,231
                       ============ ============ 
                       </TABLE>
See accompanying notes.
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                       <PAGE>
                       
                       PROTEIN POLYMER TECHNOLOGIES, INC.
                       (A Development Stage Company)
 Condensed Statements of Operations
                       (unaudited)
                       <TABLE>
                       <CAPTION>
                       FOR THE PERIOD
                       JULY 6, 1988
                       THREE MONTHS ENDED (INCEPTION) TO
                       MARCH 31, MARCH 31,
                       1999 1998 1999
                       -----------------------------------------------------
                       <S> <C> <C> <C>
                       Revenues:
                       Contract revenue $ - $ 53,750 $ 4,354,965
                       Interest income 13,002 8,656 1,093,931
                       Product and other income 22,649 25,039 652,663
                       ----------- ----------- ------------
                       Total revenues 35,651 87,445 6,101,559
                       
                       Expenses:
                       Cost of sales (195) 3,160 279,484
                       Research and development 708,077 853,224 22,093,331
                       Selling, general and administrative 427,619 502,048 13,583,921
                       Royalties 6,250 6,250 296,421
                       ----------- ----------- ------------
                       Total expenses 1,141,751 1,364,682 36,253,157
                       ----------- ----------- ------------
                       Net loss (1,106,100) (1,277,237) (30,151,598)
                       
                       Undeclared dividends on preferred stock 68,459 69,567 5,030,474
                       ----------- ----------- ------------
                       Net loss applicable to common shareholders $(1,174,559)                        $(1,346,804) $(35,182,072)
                       =========== =========== ============
                       Net loss per common share - basic and diluted $(0.11) $(0.13)
                       =========== =========== 
                       Shares used in computing net loss per common
                       share - basic and diluted 10,940,748 10,429,094
                       ========== ===========
                       </TABLE>
See accompanying notes.
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                       <PAGE>
                       
                       PROTEIN POLYMER TECHNOLOGIES, INC.
                       (A Development Stage Company)
 Condensed Statements of Cash Flows
                       (unaudited)
<TABLE>
                       <CAPTION>
                       FOR THE PERIOD
                       JULY 6, 1988
                       THREE MONTHS ENDED (INCEPTION) TO
                       MARCH 31, MARCH 31,
                       1999 1998 1999
                       ----------- ----------- --------------
                       <S> <C> <C> <C>
                       OPERATING ACTIVITIES 
                       Net loss $(1,106,100) $(1,277,237) $(30,151,598)
                       Adjustments to reconcile net loss to net cash 
                       used for operating activities: 
                       Stock issued for compensation and interest 18,000 - 122,895
                       Depreciation and amortization 84,592 88,842 1,712,888
                       Write-off of purchased technology - - 503,500
                       Changes in assets and liabilities: 
                       Deposits (800) 440 (36,977)
                       Notes receivable from officers 1,000 3,000 (140,000)
                       Other current assets (10,519) 44,048 (76,978)
                       Accounts payable (45,902) 122,015 469,511
                       Accrued employee benefits 11,032 33,019 178,881
                       Other accrued expenses 4,378 (18,355) 25,952
                       Deferred revenue - - 60,668
                       ----------- ----------- ------------ 
                       Net cash used for operating activities (1,044,319) (1,004,228)                        (27,331,258)
                       
                       INVESTING ACTIVITIES 
                       Purchase of technology - - (570,000)
                       Purchase of equipment and improvements (22,282) (21,226)                        (1,806,996)
                       Purchases of short-term investments - - (16,161,667)
                       Sales of short-term investments - 974,817 16,161,667
                       ----------- ----------- ------------ 
                       Net cash provided by (used for) investing 
                       activities $ (22,282) $ 953,591 $ (2,376,996)
                       </TABLE>
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                       PROTEIN POLYMER TECHNOLOGIES, INC.
                       (A Development Stage Company)
 Condensed Statements of Cash Flows, continued
                       (unaudited)
<TABLE>
                       <CAPTION>
                       FOR THE PERIOD
                       JULY 6, 1988
                       THREE MONTHS ENDED (INCEPTION) TO
                       MARCH 31, MARCH 31,
                       1999 1998 1999
                       ----------- ---------- ------------ 
                       <S> <C> <C> <C>
                       FINANCING ACTIVITIES 
                       Net proceeds from exercise of options and 
                       warrants, and sale of common stock $ 8,770 $ 11,565 $16,606,682
                       Net proceeds from issuance and conversion 
                       of preferred stock - 12,215,565
                       Net proceeds from convertible notes and 
                       detachable warrants - - 1,068,457
                       Payment on capital lease obligations (20,204) (17,957) (118,910)
                       Payment on note payable - - (92,750)
                       Proceeds from note payable - - 334,323
                       ----------- --------- ----------- 
                       Net cash provided by (used for) financing 
                       activities (11,434) (6,392) 30,013,367
                       ----------- --------- ----------- 
                       Net increase (decrease) in cash and cash 
                       equivalents (1,078,035) (57,029) 305,113
                       Cash and cash equivalents at beginning of 
                       period 1,383,148 325,021 -
                       ----------- --------- ----------- 
                       Cash and cash equivalents at end of period $ 305,113 $267,992                        $ 305,113
                       =========== ========= =========== 
                       SUPPLEMENTAL DISCLOSURES OF CASH FLOW 
                       INFORMATION 
                       Equipment purchased by capital leases $ - $ - $ 288,772
                       Interest paid 5,270 7,495 103,198
                       Imputed dividend on Series E stock - - 3,266,250 
                       Conversion of Series D preferred stock to
                       common stock - - 2,142,332
                       Conversion of Series E preferred stock to 
                       common stock 200,000 500,000
                       Series D stock issued for Series C stock - - 2,073,925
                       Series C dividends paid with Series D stock - - 253,875
                       Series D dividends paid with common stock $ - $ - $ 422,341
                       </TABLE>
See accompanying notes.
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                       <PAGE>
                       
                       PROTEIN POLYMER TECHNOLOGIES, INC.
                       (A Development Stage Company)
 Notes to Condensed Financial Statements
                       (unaudited)
 March 31, 1999
                       1. BASIS OF PRESENTATION
The condensed financial statements of Protein Polymer Technologies,                        Inc. (the
                       "Company") for the three months ended March 31,                        1999 and 1998 are unaudited.
                       These financial statements reflect all adjustments, consisting                        of only normal
                       recurring adjustments which, in the opinion of management,                        are necessary to
                       state fairly the financial position at March 31, 1999 and                        the results of
                       operations for the three months ended March 31, 1999 and                        1998. The results of
                       operations for the three months ended March 31, 1999 are                        not necessarily
                       indicative of the results to be expected for the year ended                        December 31, 1999.
                       For more complete financial information, these financial                        statements and the
                       notes thereto should be read in conjunction with the audited                        financial
                       statements included in the Company's Annual Report on Form                        10-KSB for the year
                       ended December 31, 1998, filed with the Securities and Exchange                        Commission.
2. NET LOSS PER SHARE
Net loss per share is computed using the weighted average                        number of common
                       shares outstanding during the period. The net loss figures                        used for this
                       calculation recognize accumulated dividends on the Company's                        Series D and Series
                       F Preferred Stock. Such dividends are payable when declared                        by the Board of
                       Directors in cash or common stock.
3. BASIC AND DILUTED LOSS PER SHARE
As required, the Company adopted Financial Accounting Standards                        Board Statement
                       No. 128, "Earnings Per Share," ("FAS No.                        128") for the year ended December 31,
                       1998. FAS No. 128 changes the method used to calculate earnings                        per share and
                       requires the restatement of all prior periods reported.                        Under FAS No. 128, the
                       Company is required to present basic and diluted earnings                        per share if
                       applicable. Basic and diluted earnings per share are determined                        based on the
                       weighted average number of shares outstanding during the                        period. Diluted
                       earnings per share also includes potentially dilutive securities                        such as options
                       and warrants outstanding and securities convertible into                        common stock.
Both the basic and diluted loss per share for the three                        months ended March 31,
                       1999 and 1998 are based on the weighted average number of                        shares of common stock
                       outstanding during the periods. Since potentially dilutive                        securities have not
                       been included in the calculation of the diluted loss per                        share for both periods
                       as their affect is antidilutive, there is no difference                        between the basic and
                       diluted loss per share calculations.
4. NOTE RECEIVABLE WITH OFFICER
A loan for $140,000, secured by a pledge of stock, was                        made to an officer of the
                       Company on April 16, 1997, solely to meet tax obligations                        arising from the
                       exercise of a stock option. Interest accrues at the annual                        rate of 8% on the
                       unpaid principal balance. In February 1999, the loan term                        was extended one year.
                       All remaining principal and accrued interest thereon is                        to be paid to the
                       Company in full by February 2000.
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                       <PAGE>
                       
                       5. SUBSEQUENT EVENTS
Exercise of Warrants
Between April 1 and April 15, 1999, the Company received                        approximately $506,000
                       from the exercise of redeemable, publicly traded warrants                        originally issued as
                       part of PPTI's Initial Public Offering. Following the close                        of business on April
                       15, the remaining unexercised redeemable, publicly traded,                        warrants expired. On
                       May 12, 1999, the company received approximately $416,000                        from the exercise of
                       warrants issued in conjunction with the private placement                        of the Company's
                       Series E Convertible Preferred Stock.
6. LIQUIDITY
The accompanying financial statements have been prepared                        assuming that the
                       Company will continue as a going concern. The Company believes                        its existing
                       available cash and cash equivalents as of March 31, 1999,                        plus amounts received
                       as of May 12, 1999 from the exercise of both public and                        private warrants is
                       sufficient to meet its anticipated capital requirements                        until July 1999.
                       Substantial additional capital resources will be required                        to fund continuing
                       expenditures related to the Company's research, development                        and product
                       marketing activities. If adequate funds are not available,                        the Company will be
                       required to significantly curtail its operating plans and                        may have to sell or
                       license out significant portions of the Company's technology                        or potential
                       products.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL                        CONDITION AND RESULTS
                       OF OPERATIONS
FORWARD LOOKING STATEMENTS
Certain statements contained or incorporated by reference                        in this Quarterly
                       Report on Form 10-QSB constitute "forward-looking statements"                        within the meaning
                       of the Private Securities Litigation Reform Act of 1995.                        Such forward-looking
                       statements involve known and unknown risks, uncertainties                        and other factors
                       which may cause actual results, performance or achievements                        of the company, or
                       industry results, to be materially different from any future                        results,
                       performance or achievements expressed or implied by forward-looking                        statements.
                       Such risks and uncertainties include, among others, history                        of operating losses,
                       raising adequate capital for continuing operations, early                        stage of product
                       development, compliance with NASDAQ listing requirements,                        scientific and
                       technical uncertainties, competitive products and approaches,                        reliance upon
                       collaborative partnership agreements and funding, regulatory                        testing and
                       approvals, patent protection uncertainties and manufacturing                        scale-up and
                       required qualifications. While these statements represent                        management's current
                       judgment and expectations for the Company, such risks and                        uncertainties could
                       cause actual results to differ materially from any future                        results suggested
                       herein. The Company undertakes no obligation to release                        publicly the results of
                       any revisions to these forward-looking statements to reflect                        events or
                       circumstances arising after the date hereof. The reader                        is encouraged to refer
                       to the Company's Annual Report on Form 10-KSB for the year                        ended December 31,
                       1998, as well as other recent filings with the Securities                        and Exchange
                       Commission, to ascertain the risks associated with these                        statements.
GENERAL OVERVIEW
Protein Polymer Technologies, Inc., a Delaware corporation                        ("PPTI" or "the
                       Company"), is a development-stage biotechnology company                        incorporated on July 6,
                       1988 and is engaged in the research, development and production                        of medical
                       products based on its proprietary protein-based 
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                       <PAGE>
                       
                       biomaterials technology. The Company has been unprofitable                        to date, and has an
                       accumulated deficit of $34,094,000. Since 1992, the Company                        has primarily
                       focused on developing materials technology and products                        to be used in the
                       surgical repair of tissue: soft tissue augmentation; surgical                        adhesives and
                       sealants; wound healing and tissue engineering; drug delivery                        devices; and
                       surgical adhesion barriers. The Company has also developed                        coating technology
                       that can efficiently modify and improve the surface properties                        of more
                       traditional biomedical devices. A common goal is to develop                        materials that
                       beneficially interact with human cells, enabling cell growth                        and the
                       regeneration of tissues with improved outcomes as compared                        to current products
                       and practices.
In December 1998, the Company filed its first Investigational                        Device Exemption
                       ("IDE") with the U.S. Food and Drug Administration                        ("FDA") to request approval
                       to begin human clinical testing of its urethral bulking                        agent for the treatment
                       of female stress urinary incontinence. The Company intends                        to submit an
                       additional IDE to the FDA in the third quarter of 1999 to                        request approval to
                       begin human clinical testing of its dermal bulking agent                        for use in cosmetic and
                       reconstructive surgery applications. PPTI began studies                        to identify its most
                       promising biomaterial formulations for use in these soft                        tissue augmentation
                       products in 1996 and has devoted increasing resources to                        this program area
                       through 1997 and 1998 in preparation for beginning human                        clinical testing.
Between 1994 and 1997, the Company's efforts were focused                        predominantly on the
                       development of its surgical adhesive and sealant technology.                        As part of this
                       effort, the Company targeted the establishment of a strategic                        alliance with a
                       market leader in the field of surgical wound closure products                        which lead to the
                       execution of comprehensive license, supply and development                        agreements in
                       September 1995, with Ethicon, Inc. ("Ethicon"),                        a subsidiary of the Johnson &
                       Johnson Company ("J&J"). Ethicon elected to                        terminate these agreements in
                       December 1997.
The Company has demonstrated both the adhesive performance                        and the
                       biocompatibility of its product formulations in animal models,                        including the
                       resorption of the adhesive matrix in conjunction with the                        progression of wound
                       healing. PPTI is committed to the commercial development                        of its adhesive and
                       sealant technology and during 1998 the Company worked to                        determine the specific
                       markets and products providing the most significant opportunities                        for its use.
                       In particular, the Company has identified and initiated                        preliminary research and
                       development on an injectable adhesive product aimed at the                        repair of spinal
                       discs for the treatment of lower back pain. PPTI is seeking                        to establish a
                       strategic alliance with a leader in the targeted orthopedic                        markets.
                       
                       To the extent sufficient resources are available, the Company                        continues to
                       research the use of its protein polymers for other tissue                        repair and medical
                       device applications, principally for use in tissue engineering                        matrices and drug
                       delivery devices.
PPTI is aggressively pursuing domestic and international                        patent protection for
                       its technology, making claim to an extensive range of recombinantly                        prepared
                       structural and functional proteins, methods for preparing                        synthetic repetitive
                       DNA, methods for the production and purification of protein                        polymers, end-use
                       products incorporating such materials and methods for their                        use. To date, the
                       United States Patent and Trademark Office ("USPTO")                        has issued fourteen patents
                       to the Company, eight of which were issued in 1998. In addition,                        PPTI has filed
                       corresponding patent applications in most other relevant                        commercial
                       jurisdictions.
In 1992, the Company raised approximately $8.9 million                        through its initial
                       public offering of common stock and redeemable warrants.                        The Company used a
                       major portion of these proceeds to generate substantive                        in vitro laboratory
                       evidence and in vivo animal test data demonstrating the                        biocompatibility and
                       performance of its protein polymers and derived biomaterials,                        and to establish a
                       materials science group which has developed important materials                        modification and
                       fabrication technology.
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                       <PAGE>
                       
                       In July 1994, the Company raised approximately $2.1 million                        from the sale of its
                       unregistered Series C Preferred Stock to private investors.                        In September 1995,
                       the Company raised approximately $2.4 million from the sale                        of its unregistered
                       Series D Preferred Stock to the same private investors.                        Also at this time these
                       investors exchanged all of their holdings of Series C Preferred                        Stock and
                       accumulated dividends into Series D Preferred Stock. In                        January 1997, the
                       Company raised approximately $4.6 million from a private                        placement of the
                       Company's common stock with a number of institutional and                        accredited investors.
In April and May of 1998, the Company raised approximately                        $5.4 million from the
                       sale of 54,437.5 shares of the Company's unregistered Series                        E Convertible
                       Preferred Stock ("Series E Stock") priced at $100                        per share with warrants to
                       purchase an aggregate of 3,266,250 shares of common stock                        to a small group of
                       institutional and accredited investors. In connection with                        this transaction, the
                       Company issued 26,240 shares of Series F Convertible Preferred                        Stock in exchange
                       for the same number of shares of outstanding Series D Convertible                        Preferred
                       Stock.
The Company's cash balance as of March 31, 1999 was $305,000.                        The Company plans
                       to raise additional funds for continuing operations through                        private or public
                       offerings and collaborative agreements. On April 15, 1999                        the Company received
                       approximately $506,000 from the exercise of redeemable,                        publicly traded,
                       warrants issued as part of the initial public offering.                        On May 12, 1999, the
                       Company received $416,000 from the exercise of warrants                        issued in conjunction
                       with the sale of its Series E Convertible Preferred Stock.                        On a pro forma basis
                       on March 31, 1999, the cash balance including the net amount                        raised with
                       existing cash would be $1,227,000. At planned spending levels                        this amount is
                       expected to meet the Company's anticipated capital requirements                        until July 1999.
The Company's strategy with most of its programs is to                        enter into collaborative
                       development agreements with major medical product marketing                        and distribution
                       companies. Although these relationships, to the extent any                        are consummated, may
                       provide significant near-term revenues through up front                        licensing fees, research
                       and development reimbursements and milestone payments, the                        Company expects to
                       continue incurring operating losses for several more years.                        In their report for
                       the year ended December 31, 1998, our independent auditors                        stated that without
                       additional financing, there is substantial doubt about our                        ability to continue
                       as a going concern. We believe there are a number of alternatives                        available to
                       meet our continuing capital requirements. See the Liquidity                        and Capital
                       Resources section of Management's Discussion and Analysis                        of Financial Condition
                       and Results of Operations for further discussion.
RESULTS OF OPERATIONS
The Company received no contract research revenue for the                        three months ended
                       March 31, 1999, compared to $54,000 in revenue for the same                        period in 1998. The
                       reduction in contract revenue primarily represents the termination                        of research
                       and development reimbursements from various operating entities                        of the Johnson &
                       Johnson Company, including Ethicon, Inc. No additional contract                        revenues will be
                       generated from the Ethicon agreements which were terminated                        in December 1997.
Interest income was $13,000 for the three months ended                        March 31, 1999, versus
                       $9,000 for the same period in 1998. The increase resulted                        from increased cash
                       available for investing.
For the three months ended March 31, 1999 and 1998, sales                        and license fees from
                       the Company's ProNectin(R) and SmartPlastic(R) products                        were $23,000 and
                       $25,000, respectively. The difference was due to fluctuations                        in reorders by
                       distributors.
The Company incurred no cost of sales for the three months                        ended March 31, 1999,
                       compared to $3,000 for the same period in 1998. The decrease                        in costs related
                       primarily to adjustments in 
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                       <PAGE>
                       
                       inventory charges. Royalty expense was $6,000 for both the                        three month periods
                       ended March 31, 1999 and 1998.
Research and development expenses for the three months                        ended March 31, 1999 were
                       $708,000, compared to $853,000 for the same period in 1998,                        a 17% decrease. The
                       decrease was primarily attributable to completion of external                        contracts and
                       consulting services related to the Company's soft tissue                        augmentation program,
                       including preclinical testing and preparation of the Investigational                        Device
                       Exemption submitted to the Food and Drug Administration                        ("FDA") in December 1998
                       requesting permission to begin human clinical testing, and                        implementation of the
                       required Good Laboratory Practices ("GLP") manufacturing                        facilities and
                       monitoring systems. The Company expects, in general, that                        its research and
                       development expenses will continue to increase over time                        if its other products
                       in development and other contemplated projects successfully                        progress and
                       additional capital is obtained.
Selling, general and administrative expenses for the three                        months ended March
                       31, 1999 were $428,000, as compared to $502,000 for the                        same period in 1998, a
                       15% decrease. This decrease was due to a reduction in legal                        and other
                       professional services primarily related to Securities and                        Exchange Commission
                       filings and reduced investor relations expenses. The Company                        expects its
                       selling, general and administrative expenses to continue                        to decrease in the near
                       term, but will increase in the future as support for its                        research and
                       development efforts may require and to the extent additional                        capital is
                       obtained.
For the three months ended March 31, 1999, the Company                        recorded a net loss
                       applicable to common shareholders of $1,175,000, or $0.11                        per share compared to
                       a loss of $1,347,000, or $0.13 per share for the same period                        in 1997, a 13%
                       decrease. Also included in each of the three month periods                        of 1999 and 1998 was
                       $68,000 and $70,000, respectively, for undeclared dividends                        related to the
                       Company's preferred stock.
The Company expects to incur similar or increasing operating                        losses in the
                       future (to the extent additional capital is obtained), due                        primarily to
                       increases in the Company's soft tissue augmentation program's                        development,
                       manufacturing and business development activities. The Company's                        results depend
                       on its ability to establish strategic alliances and generate                        contract revenues,
                       increased research, development and manufacturing efforts,                        preclinical and
                       clinical product testing and commercialization expenditures,                        expenses incurred
                       for regulatory compliance and patent prosecution, and other                        factors. The
                       Company's results will also fluctuate from period to period                        due to timing
                       differences.
To date the Company believes that inflation and changing                        prices have not had a 
                       material effect on its continuing operations.
LIQUIDITY AND CAPITAL RESOURCES
As of March 31, 1999, the Company had cash, cash equivalents                        and short-term
                       investments of $305,000 as compared to $1,383,000 at December                        31, 1998. As of
                       March 31, 1999, the Company had working capital of ($437,000)                        as compared to
                       $600,000 at December 31, 1998. In April and May 1999, the                        Company received
                       $922,000 from the exercise of redeemable, publicly traded,                        warrants issued in
                       conjunction with PPTI's Initial Public Offering and from                        the exercise of certain
                       warrants issued in conjunction with the private placement                        of the Company's
                       Series E Convertible Preferred Stock.
The Company had long-term debt obligations as of March                        31, 1999 of $85,000 in
                       the form of capital lease obligations, versus $106,000 as                        of December 31, 1998.
                       For the three months ending March 31, 1999, the Company's                        expenditures for
                       capital equipment and leasehold improvements totaled $22,000,                        compared with
                       $21,000 for the same period last year. The Company is expecting                        to increase its
                       capital expenditures in the next few quarters (to the extent                        additional capital
                       is 
 11
                       <PAGE>
                       
                       obtained), as the Company improves existing space to expand                        capacity to meet
                       materials manufacturing requirements for clinical testing.                        The Company may enter
                       into additional capital lease arrangements if available                        at appropriate rates and
                       terms.
The Company believes its existing available cash and short-term                        investments,
                       including the proceeds from the recent exercise of warrants,                        will be sufficient
                       to meet its anticipated capital requirements until July                        1999. Substantial
                       additional capital resources will be required to fund continuing                        expenditures
                       related to the Company's research, development, manufacturing                        and business
                       development activities. The Company believes there may be                        a number of
                       alternatives to meeting the continuing capital requirements                        of its operations,
                       including additional collaborative agreements and public                        or private financings.
                       The Company is currently in discussions at various stages                        with several potential
                       collaborative partners that, based on the results of various                        in vitro and in
                       vivo product performance evaluations, could result in generating                        revenues in the
                       form of license fees, milestone payments or research and                        development
                       reimbursements. However, there can be no assurance that                        any of these fundings
                       will be consummated in the necessary time frames needed                        for continuing
                       operations or on terms favorable to the Company. If adequate                        funds are not
                       available, the Company will be required to significantly                        curtail its operating
                       plans and may have to sell or license out significant portions                        of the Company's
                       technology or potential products.
YEAR 2000 COMPLIANCE
The Company continues to modify its information technology                        in recognition of the
                       year 2000 issue. The "Year 2000" issue concerns                        potential exposure related to
                       the interruption of business practice and financial misinformation                        resulting
                       from the application of computer programs which have been                        written using two
                       digits, rather than four, to define the applicable year                        of business
                       transactions.
The Company has undertaken initiatives to ensure that its                        computer systems are
                       Year 2000 compliant. To date, the Company has not incurred                        any material costs in
                       connection with its Year 2000 plan. Based on its assessments                        to date, the
                       Company does not expect to incur any further significant                        costs, or anticipate
                       any significant problems or uncertainties associated with                        becoming Year 2000
                       compliant.
The following is a breakdown by phase of the progress the                        Company has made to
                       date on its Year 2000 plan:
 Phase Timeframe % Complete
                       ----- --------- -----------
                       Initial identification and assessment Q-4 1998 95%
                       Remediation Q-4 1998 95%
                       Testing Q-2 1999 80%
                       Contingency planning Q-2 1999 60%
                     
The Company is reliant on its vendors and suppliers and                        may be reliant on
                       strategic partners to provide Year 2000 compliant systems                        prior to December 31,
                       1999. The Company is in the process of surveying all of                        its major vendors and
                       suppliers to determine whether their systems are Year 2000                        compliant. At this
                       time, the impact on the Company of significant vendors and                        suppliers not being
                       in full compliance cannot be reasonably estimated. However,                        the Company believes
                       that any of its vendors and suppliers can be replaced with                        minimal cost impact.
                       The Company is developing a plan to mitigate the impact                        of vendors and suppliers
                       who are not in compliance with issues related to the Year                        2000.
 12
                       <PAGE>
                       
                       PART II. OTHER INFORMATION
                       ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a. Exhibits:
 Exhibit
                       Number Description
                       ------ -----------
 27 Financial Data Schedule.
                       b. Reports on Form 8-K
 None.
 13
                       <PAGE>
                       
                       SIGNATURE
                       In accordance with the requirements of the Exchange Act,                        the registrant caused
                       this report to be signed on its behalf by the undersigned,                        thereunto duly
                       authorized.
                       PROTEIN POLYMER TECHNOLOGIES, INC.

                    
Date May 14, 1999 By /s/ J. THOMAS PARMETER
                       ------------ --------------------------------
                       J. Thomas Parmeter
                       Chairman of the Board, Chief
                       Executive Officer, President
                     
Date May 14, 1999 By /s/ JANIS Y. NEVES
                       ------------ -------------------------------
                       Janis Y. Neves
                       Director of Finance, Controller
                       and Assistant Secretary
 14
                       <PAGE>
                       
                       EXHIBIT INDEX
 
Exhibit Sequentially
                       Number Description Numbered Page
                       - ------ ----------- -------------
 27 Financial Data Schedule.
 15
                       </TEXT>
                       </DOCUMENT>
                       <DOCUMENT>
                       <TYPE>EX-27
                       <SEQUENCE>2
                       <DESCRIPTION>FINANCIAL DATA SCHEDULE
                       <TEXT>
<TABLE> <S> <C>
<PAGE>
                       <ARTICLE> 5
                       
                       <S> <C>
                       <PERIOD-TYPE> 3-MOS
                       <FISCAL-YEAR-END> DEC-31-1999
                       <PERIOD-START> JAN-01-1999
                       <PERIOD-END> MAR-31-1999
                       <CASH> 305,113
                       <SECURITIES> 0
                       <RECEIVABLES> 52,482
                       <ALLOWANCES> 0
                       <INVENTORY> 0
                       <CURRENT-ASSETS> 382,091
                       <PP&E> 2,095,768
                       <DEPRECIATION> 1,559,631
                       <TOTAL-ASSETS> 1,095,205
                       <CURRENT-LIABILITIES> 819,398
                       <BONDS> 0
                       <PREFERRED-MANDATORY> 0
                       <PREFERRED> 7,400,226
                       <COMMON> 110,236
                       <OTHER-SE> 26,774,032
                       <TOTAL-LIABILITY-AND-EQUITY> 1,095,205
                       <SALES> 22,649
                       <TOTAL-REVENUES> 35,651
                       <CGS> (195)
                       <TOTAL-COSTS> 6,055
                       <OTHER-EXPENSES> 1,135,695
                       <LOSS-PROVISION> 0
                       <INTEREST-EXPENSE> 0
                       <INCOME-PRETAX> 1,106,100
                       <INCOME-TAX> 0
                       <INCOME-CONTINUING> 1,106,100
                       <DISCONTINUED> 0
                       <EXTRAORDINARY> 68,459
                       <CHANGES> 0
                       <NET-INCOME> 1,174,559
                       <EPS-PRIMARY> 0.11
                       <EPS-DILUTED> 0.11