8-K

UNITED STATES

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 (date of earliest event reported): January 15, 2013

K-V PHARMACEUTICAL COMPANY

(Exact name of registrant as specified in its charter)

____________________

Delaware	1-9601	43-0618919
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)

2280 Schuetz Road
St. Louis, MO	63146
(Address of principal executive offices)	(Zip Code)

(314) 645-6600

(Registrant's telephone number, including area code)

____________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

□  Written communications pursuant to Rule 425 under the Securities Act.

□  Soliciting material pursuant to Rule 14a-12 under the Exchange Act.

□  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

□  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

Item 7.01 Regulation FD Disclosure.

As previously disclosed in its Current Report on Form 8-K filed August 4, 2012, K-V Pharmaceutical Company (the “Company”) and certain of its wholly-owned domestic subsidiaries (collectively, the “Debtors”) filed voluntary petitions for reorganization (the “Bankruptcy Cases”) under Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”).

On January 7, 2013, the Debtors filed with the Bankruptcy Court a proposed Joint Chapter 11 Plan of Reorganization (as may be amended, modified or supplemented from time to time, the “Proposed Plan”) and related disclosure statement (as may be amended, modified or supplemented from time to time, the “Disclosure Statement”), as further described in the Company’s Current Report on Form 8-K filed January 14, 2013. The Proposed Plan has not yet been approved by the Debtors’ stakeholders or confirmed by the Bankruptcy Court, and the Disclosure Statement has not yet been approved by the Bankruptcy Court.

On January 15, 2013, the Debtors filed with the Bankruptcy Court their Monthly Operating Report for the period from December 1, 2012 to December 31, 2012 (the “MOR-December 2012”), which included certain Makena® performance metrics.  A copy of the MOR-December 2012 is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

This Current Report on Form 8-K (including Exhibit 99.1 hereto and any information contained therein) shall not be deemed to be an admission as to the materiality of any information required to be disclosed solely by reason of Regulation FD. The information in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d)           The following exhibits are furnished as part of this report:

Exhibit Number                                                    Description

99.1 Monthly Operating Report for the Period From December 1, 2012 To December 31, 2012

The Company will post this Form 8-K on its Internet website at www.kvph.com.  References to the Company’s website address are included in this Form 8-K only as inactive textual references and the Company does not intend them to be active links to the website.  Information contained on the website do not constitute part of this Form 8-K.

Cautionary Statement Regarding Financial and Operating Data

The Company cautions investors and potential investors not to place undue reliance upon the information contained in the MOR-December 2012, which was not prepared for the purpose of providing the basis for an investment decision relating to any of the securities of the Company. The Company cannot predict what the ultimate value of any of its securities may be and it remains too early to determine whether holders of any such securities will receive any distribution in the Debtors’ reorganization. In particular, in most cases under Chapter 11 of the Bankruptcy Code, holders of equity securities receive little or no recovery of value from their investment. The MOR-December 2012 is limited in scope, covers a limited time period and has been prepared solely for the purpose of complying with the monthly reporting requirements of the Office of the United States Trustee of the Southern District of New York and the Bankruptcy Court. The MOR-December 2012 was not audited or reviewed by independent accountants, is in a format prescribed by applicable bankruptcy laws and regulations and is subject to future adjustment and reconciliation. The MOR-December 2012 does not include all of the information and footnotes required by GAAP. Therefore, the MOR-December 2012 does not necessarily contain all information required in filings pursuant to the Exchange Act, or may present such information differently from such requirements. There can be no assurance that, from the perspective of an investor or potential investor in the Company’s securities, the MOR-December 2012 is complete. The MOR-December 2012 also contains information for periods which are shorter or otherwise different from those required in the Company’s reports pursuant to the Exchange Act, and such information might not be indicative of the Company’s financial condition or operating results for the period that would be reflected in the Company’s financial statements or in its reports pursuant to the Exchange Act. Results set forth in the MOR-December 2012 should not be viewed as indicative of future results.

Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form 8-K contains various forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995 (the “PSLRA”) and which may be based on or include assumptions concerning our future operations, future results and prospects.  Such statements may be identified by the use of words like “plan,” “expect,” “aim,” “believe,”“project,” “anticipate,” “commit,” “intend,” “estimate,” “will,” “should,” “could,” “potential” and other expressions that indicate future events and trends.

All statements that address expectations or projections about the future, including, without limitation, statements about the possible outcome of the Company’s Chapter 11 proceedings, financing, product launches, governmental and regulatory actions and proceedings, market position, revenues, expenditures and the impact of recalls and suspension of shipments on revenues, adjustments to the financial statements, the filing of amended filings with the Securities and Exchange Commission (the “SEC”) and other financial results, are forward-looking statements.

All forward-looking statements are based on current expectations and are subject to risk and uncertainties. In connection with the “safe harbor” provisions of the PSLRA, we provide the following cautionary statements identifying important economic, competitive, political, regulatory and technological factors, among others, that could cause actual results or events to differ materially from those set forth or implied by the forward-looking statements and related assumptions. Such factors include (but are not limited to) the following:

(1)           the ability of the Company and the other Debtors to continue as a going concern;

(2)           the ability of the Company to comply with the milestones in its debtor-in-possession financing facility, and obtain Bankruptcy Court approval of its motion for approval of the Proposed Plan and related Disclosure Statement as well as other motions filed in the Bankruptcy Cases;

(3)           the ability of the Company and the other Debtors to satisfy the conditions of the Proposed Plan and to consummate the Proposed Plan, including the contemplated rights offering;

(4)           objections that may be raised with respect to the Proposed Plan and related Disclosure Statement by the Debtors’ various creditors, equity holders and other constituents and the Bankruptcy Court’s treatment of such objections;

(5)           the effects of the Bankruptcy Cases on the Company and the other Debtors and the interests of various creditors, equity holders and other constituents;

(6)           the effects of rulings of the Bankruptcy Court in the Bankruptcy Cases and the outcome of the cases in general;

(7)           the length of time the Company and the other Debtors will operate under the Bankruptcy Cases;

(8)           risks associated with third-party motions in the Bankruptcy Cases to the extent that they may interfere with the ability of the Company and the other Debtors to consummate the Proposed Plan;

(9)           the potential adverse effects of the Bankruptcy Cases on the Company’s and the other Debtors’ liquidity or results of operations;

(10)         the ability to execute the Company’s business and restructuring plans;

(11)         increased legal costs related to the Company’s bankruptcy filing and other litigation;

(12)         that its Class A Common Stock and Class B Common Stock will be, or will continue to be, traded on the OTCQB Marketplace and whether sufficient volumes and liquidity will develop; and

(13)         the ability of the Company and the other Debtors to maintain contracts that are critical to their operation, including to obtain and maintain normal terms with their vendors, customers and service providers and to retain key executives, managers and employees.

This discussion is not exhaustive, but is designed to highlight important factors that may impact our forward-looking statements.

Because the factors referred to above, as well as the statements included in Part I, Item 1A —“Risk Factors,” of our Annual Report on Form 10-K for the fiscal year ended March 31, 2012, the statements under the heading “Risk Factors” in our Registration Statement on Form S-1 filed with the Securities and Exchange Commission on July 31, 2012, and the statements included in Article XI — “Certain Risk Factors to be Considered” of the Disclosure Statement, could cause actual results or outcomes to differ materially from those expressed in any forward-looking statements made by us or on our behalf, you should not place undue reliance on any forward-looking statements. All forward-looking statements attributable to us are expressly qualified in their entirety by the cautionary statements in this “Cautionary Note Regarding Forward-Looking Statements” and the risk factors that are included under Part I, Item 1A of the our Annual Report on Form 10-K for the fiscal year ended March 31, 2012, the risk factors under the heading “Risk Factors” in our Registration Statement on Form S-1 filed with the Securities and Exchange Commission on July 31, 2012, and the risk factors included in Article XI — “Certain Risk Factors to be Considered” of the Disclosure Statement. Further, any forward-looking statement speaks only as of the date on which it is made and we are under no obligation to update any of the forward-looking statements after the date of this Current Report on Form 8-K. New factors emerge from time to time, and it is not possible for us to predict which factors will arise, when they will arise and/or their effects. We may amend the Proposed Plan and the Disclosure Statement and those amendments could be material. In addition, we cannot assess the impact of each factor on our future business or financial condition or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

*            *          *

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated:  January 22, 2013

K-V PHARMACEUTICAL COMPANY
By:	/s/ Patrick J. Christmas
	Patrick J. Christmas
	Vice President, General Counsel and
	Secretary

EX-99.1

EXHIBIT 99.1

United States Bankruptcy Court
Southern District of New York
	X
In re:	:	Chapter 11
	:
K-V Discovery Solutions, Inc. et al.,	:	Case No.  12-13346 (ALG)
	:
Debtors.	X	Jointly Administered

Monthly Operating Report for the Period

December 1, 2012 to December 31, 2012

Debtors’ Address:	2280 Schuetz Road
	St. Louis, Missouri 63146
	Telephone:  (314) 645-6600
Debtors’ Attorneys:	Willkie Farr & Gallagher LLP
	787 Seventh Avenue
	New York, New York 10019
	Telephone:  (212) 728-8000

This Monthly Operating Report ("MOR") has been prepared solely for the purposes of complying with the monthly reporting requirements applicable in these Chapter 11 cases and is in a format that the Debtors believe is acceptable to the United States Trustee.  The financial information contained herein is limited in scope and covers a limited time period. Moreover, such information is preliminary and unaudited, and is not prepared in accordance with accounting principles generally accepted in the United States ("GAAP").

I declare under penalty of perjury that this report and the attached documents are true and correct to the best of my knowledge and belief.

/s/ Thomas S. McHugh	January 15, 2013
Thomas S. McHugh
Chief Financial Officer
K-V Pharmaceutical Company

In re	K-V DISCOVERY SOLUTIONS, INC., et al.,	Case No.	12-13346 (ALG)
	Debtors.	Reporting Period:	12/1/12 -12/31/12
		Federal Tax I.D.#	13-1587982

CORPORATE MONTHLY OPERATING REPORT

File with the Court and submit a copy to the United States Trustee within 20 days after the end of the month and submit a copy of the report to any official committee appointed in the case.

(Reports for Rochester and Buffalo Divisions of Western District of New York are due 15 days after the end of the month, as are the reports for Southern District of New York.)

REQUIRED DOCUMENTS	Form No.	Document Attached	Explanation Attached
Schedule of Cash Receipts and Disbursements	MOR-1	x
Bank Reconciliation (or copies of debtor's bank reconciliations)	MOR-1	x
Copies of bank statements			x
Cash disbursements journals			x
Statement of Operations	MOR-2	x
Balance Sheet	MOR-3	x
Status of Post-petition Taxes	MOR-4	x	x
Copies of IRS Form 6123 or payment receipt (See Notes to MOR 4)			x
Copies of tax returns filed during reporting period (See Notes to MOR 4)			x
Summary of Unpaid Post-petition Debts (See Notes to MOR 4)	MOR-4		x
Listing of Aged Accounts Payable (See MOR 7)		x
Accounts Receivable Reconciliation and Aging	MOR-5	x
Taxes Reconciliation and Aging (See MOR 7)	MOR-5		x
Payments to Insiders and Professionals	MOR-6	x
Post Petition Status of Secured Notes, Leases Payable	MOR-6	x
Debtor Questionnaire	MOR-7	x
Makena® Performance Metrics		x

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NOTES TO MONTHLY OPERATING REPORT

This MOR includes activity from the following Debtors:

Debtor	Case Number
K-V Discovery Solutions, Inc.	12-13346
K-V Pharmaceutical Company	12-13347
Ther-Rx Corporation	12-13348
K-V Generic Pharmaceuticals, Inc.	12-13349
Zeratech Technologies USA, Inc.	12-13350
Drug Tech Corporation	12-13351
K-V Solutions USA, Inc.	12-13352
FP1096, Inc.	12-13353

General Notes:

The financial statements and supplemental information contained herein are preliminary, unaudited, and may not comply in all material respects with GAAP.  In addition, the financial statements and supplemental information contained herein represent consolidated information.

The unaudited consolidated financial statements have been derived from the books and records of the Debtors and exclude activity for their non-debtor subsidiaries. This information has not been subject to certain procedures that would typically be applied to financial information in accordance with GAAP, and upon application of such procedures the financial information could be subject to changes, and these changes could be material.

The financial information contained herein is presented on a preliminary and unaudited basis and remains subject to future adjustment.  The Debtors are reviewing their books and records and other information on an ongoing basis to determine whether the financial statements should be supplemented or otherwise amended.  The Debtors reserve the right to file, at any time, such supplements or amendments to the financial statements that form a part of this MOR.  The financial statements should not be considered an admission regarding any of the Debtors’ income, expenditures or general financial condition, but rather, a current compilation of the Debtors’ books and records.  The Debtors do not make, and specifically disclaim, any representation or warranty as to the completeness or accuracy of the information set forth herein.

The unaudited consolidated financial statements contained herein have been prepared on a going concern basis and do not reflect or provide all of the possible consequences of the ongoing chapter 11 cases.  Specifically, the unaudited consolidated financial statements do not present the amount which will ultimately be paid to settle liabilities and contingencies which may be required in these cases.  As a result of the chapter 11 proceedings, the Debtors may take, or may be required to take, actions which may cause assets to be realized, or liabilities to be liquidated, for amounts other than those reflected in the unaudited consolidated financial statements.

Certain footnote disclosures normally included in unaudited consolidated financial statements prepared in accordance with GAAP have been condensed or omitted.  Preparation of the financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of expenses during the reporting period.  The results of operations contained herein are not necessarily indicative of results which may be expected for any other period or for the full year and may not necessarily reflect the consolidated results of operations and financial position of the Debtors in the future.

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MOR-1:

SCHEDULE OF CASH RECEIPTS AND DISBURSEMENTS 1

(Dollars in thousands)

Debtor	Case Number		Cash Receipts
K-V Pharmaceutical Company		12-13347	$	86,946	2
Ther-Rx Corporation		12-13348		7,655
DrugTech Corporation		12-13351		6
K-V Discovery Solutions, Inc.		12-13346		0
K-V Generic Pharmaceuticals, Inc.		12-13349		0
Zeratech Technologies USA, Inc.		12-13350		0
K-V Solutions USA Inc.		12-13352		0
FP1096, Inc.		12-13353		0
Total Cash Receipts			$	94,607

Debtor	Case Number		Cash 3 Disbursements
K-V Pharmaceutical Company		12-13347	$	(70,062	) 4
Ther-Rx Corporation		12-13348		(1,467	)
DrugTech Corporation		12-13351		(6	)
K-V Discovery Solutions, Inc.		12-13346		0
K-V Generic Pharmaceuticals, Inc.		12-13349		0
Zeratech Technologies USA, Inc.		12-13350		0
K-V Solutions USA Inc.		12-13352		0
FP1096, Inc.		12-13353		0
Total Cash Disbursements			$	(71,535	)

Notes

1 – Cash is received and disbursed by the Debtors as described in the Debtors’ motion to approve continued use of their cash management system (which motion was granted on an interim basis pursuant to an order entered by the Bankruptcy Court on August 7, 2012 and on a second interim basis pursuant to an order entered by the Bankruptcy Court on September 28, 2012) and is consistent with the Debtors’ historical cash management practices.  All amounts listed are the balances reported by the bank as of the end of the reporting period.  Copies of bank statements will be provided upon reasonable request in writing to counsel for the Debtors.

2 – Cash receipts for K-V Pharmaceutical Company during the month of December 2012 include $85,000 under the Debtors’ debtor-in-possession financing facility (the “DIP Facility”), which was approved pursuant to an order of the Bankruptcy Court entered on December 27, 2012 [Docket No. 497].  The net proceeds of the DIP Facility are held in an account (the “DIP Account”) in the name of Silver Point Finance, LLC, the agent for the DIP Facility.

3 – Cash disbursements during the month of December 2012 include $1,095 of outstanding checks.

4 – Cash disbursements for K-V Pharmaceutical Company during the month of December 2012 include a $60,000 payment to Hologic Inc. pursuant to the settlement agreement between the Debtors and Hologic Inc. (the “Hologic Settlement Agreement”), which was approved pursuant to an order of the Bankruptcy Court entered on December 27, 2012 [Docket No. 498], and $3,900 in fees and expenses incurred in connection with entry into the DIP Facility.

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MOR-1 (CON’T):

BANK RECONCILIATIONS 1, 2, 3, 4, 5

(Dollars in thousands)

Debtor	Case Number		Bank and Account Description	Bank Account No. Ending In			Bank Balance
K-V Pharmaceutical Company		12-13347	Fifth Third Money Market / Investment Account.		1225			21,688
K-V Pharmaceutical Company		12-13347	Fifth Third Bank / Operating Account		9158			13,302
K-V Pharmaceutical Company		12-13347	Fifth Third Bank / PDI Escrow Account		1876	6		1,819
K-V Pharmaceutical Company		12-13347	Commerce Bank / Deposit Account		6373	7		1,025
K-V Pharmaceutical Company		12-13347	Fifth Third Bank / Nesher Escrow Account		0383			501
K-V Pharmaceutical Company		12-13347	Commerce Bank / Certificate of Deposit		2433			150
K-V Pharmaceutical Company		12-13347	AMEX Centurion Bank / Certificate of Deposit		8420			60
K-V Pharmaceutical Company		12-13347	Fifth Third Bank / Utility Deposit		0479	8		2
Drug Tech Corporation		12-13351	Wells Fargo Bank/ DrugTech Operating Acct		6823			6
Drug Tech Corporation		12-13351	US Bank / DrugTech Custody Account		3256			4
							$	38,557

Notes

1 – The Debtors have not included copies of their bank statements or cash disbursement journals due to the voluminous nature of these reports.  Copies of the Debtors’ bank statements and cash disbursement journals will be provided upon reasonable request in writing to counsel for the Debtors.

2 – The Debtors reconcile their bank accounts on a monthly basis.

3 – The Debtors have excluded accounts with no balance as of the end of the reporting period.

4 – The Debtors’ bank balances exclude $1,142 of outstanding checks.

5 – During this reporting period, the Debtors opened a bank account in the name of K-V Pharmaceutical Company with Fifth Third Bank (“Deposit account”, bank account no. ending in 0941).  That account had a zero balance at the end of the current reporting period and is not listed on the Bank Reconciliations schedule.

6 – This account was inadvertently identified in the Debtors’ motion to approve continued use of their cash management system as ending in 4187.

7 – During this reporting period, the Debtors opened a bank account in the name of K-V Pharmaceutical Company with Commerce Bank.

8 – The Debtors opened this bank account post-petition on August 28, 2012 in accordance with the order of the Bankruptcy Court, entered on August 23, 2012, that, among other things, established procedures for providing deposits to the Debtors’ utility service providers that request adequate assurance of payment and deemed such utility service providers to have adequate assurance of payment.

- 5 -

MOR-2:

CONSOLIDATED STATEMENT OF OPERATIONS

(Unaudited; Dollars in thousands)

	For the  Month Ended  December 31, 20121
Net revenues	$	6,984
Cost of sales		254
Gross profit		6,730
Research and development		690
Selling and administrative		4,580
Operating expenses		5,270
Operating income		1,460
Gain on debt extinguishment 2		(34,937	)
Interest, net and other		(674	)
Reorganization items, net		2,968
Total other (income), net		(32,643	)
Income from continuing operations before income taxes		34,103
Income tax provision		1,008
Net income from continuing operations	$	33,095
Gain on sale of discontinued operations 3		6,540
Net income	$	39,635

Notes

1 – The Debtors prepare their income statement on an accrual basis.  Accordingly, the Debtors’ Statement of Operations, as set forth in this MOR, reflects the results of the Debtors’ operations for the month of December 2012.

2 – The gain on debt extinguishment reflects the net difference between the previously estimated Hologic liability recorded on the Debtors’ balance sheet and the $60,000 payment in satisfaction thereof under the Hologic Settlement Agreement, which was approved pursuant to an order of the Bankruptcy Court entered on December 27, 2012 [Docket No. 498].  Previously, the liability was included in Total Liabilities Subject to Compromise on the Debtors’ consolidated balance sheet.

3 – The gain on sale of discontinued operations reflects the reporting of the Settlement Agreement with Nesher Pharmaceuticals (USA), LLC and Zydus Pharmaceuticals (USA), Inc. which was approved pursuant to an order of the Bankruptcy Court entered on November 16, 2012 [Docket No. 383]and consummated when the funds were released from escrow on December 4, 2012.  Previously, this amount was recorded as a deferred gain on the Debtors’ consolidated balance sheet.

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MOR-3:

CONSOLIDATED BALANCE SHEET

(Unaudited; Dollars in thousands)

	As of December 31, 2012
ASSETS
Current Assets:
Cash and cash equivalents	$	34,883
Restricted cash		2,380
Undrawn DIP Facility proceeds		21,950
Receivables, net		13,722
Inventories, net		5,688
Other current assets		8,103
Income taxes receivable		382
Total Current Assets		87,108
Property and equipment, less accumulated depreciation		1,764
Intangible assets, net		116,293
Other assets		15,275
Total Assets	$	220,440
LIABILITIES
LIABILITIES NOT SUBJECT TO COMPROMISE:
Current  Liabilities:
Accounts payable	$	3,622
Accrued expenses		24,232
Other current liabilities		2,359
Debtor-in-Possession Financing 1		85,000
Total Current liabilities		115,213
Total Liabilities not subject to compromise		115,213
Total liabilities subject to compromise		579,416
Total Liabilities		694,629
SHAREHOLDERS' DEFICIT
Preferred Stock		0
Class A Common Stock		643
Class B Common Stock		112
Additional paid-in capital		206,033
Accumulated deficit		(623,568	)
Less: Treasury stock		(57,409	)
Total Shareholders' Deficit		(474,189	)
Total Liabilities and Shareholders' Deficit	$	220,440

Notes

1 –  Debtor-in-Possession Financing in the amount of $85,000 is reflective of the Debtors’ DIP Facility, which was approved pursuant to an order of the Bankruptcy Court entered on December 27, 2012.

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MOR-4:

STATUS OF POST-PETITION TAXES 1, 2

(Dollars in thousands)

Federal	Beginning Tax			Amount Withheld and/or Accrued		Amount Paid			Ending Tax
Withholding	$	0		$	201	$	(201	)	$	0
FICA-Employee		0			43		(43	)		0
FICA-Employer		0			56		(56	)		0
Total Federal Taxes	$	0		$	300	$	(300	)	$	0
State and Local
Withholding	$	0		$	57	$	(57	)	$	0
Sales Tax		10			0		0			10
Real Property		10			0		0			10
Personal Property		34			0		(13	)		21
Franchise Tax		(15	)		20		0			5
Total State and Local	$	39		$	77	$	(70	)	$	46
Total Taxes	$	39		$	377	$	(370	)	$	46

Notes

1 - The Debtors have not annexed copies of tax returns filed with various taxing authorities during the current reporting period to this MOR, nor have they included the Debtors’ IRS Form 6123 with this MOR.  Copies of such tax returns and IRS Form 6123 will be provided upon reasonable request in writing to counsel for the Debtors.

2 - The Debtors believe they are paying all undisputed taxes and preparing and filing all tax returns when due or obtaining extensions where necessary.

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MOR-4 (CON’T):

SUMMARY OF UNPAID POST-PETITION DEBTS 1

(Dollars in thousands)

Description	Amount
0 - 30 days old	$	3,622
31+ days old		0
Total Vendor Accounts Payable Post-petition	$	3,622

Notes

1 - The Debtors believe they are paying all undisputed post-petition obligations according to terms.  

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MOR-5:

ACCOUNTS RECEIVABLE RECONCILIATION AND AGING

(Dollars in thousands)

Description	Amount
0 - 30 days old	$	13,626
31 - 60 days old		41
61 - 90 days old		16
90+ days old		993
Total Customer Accounts Receivable	$	14,676
Customer Allowances		(954	)
Total Accounts Receivable	$	13,722

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MOR-6:

PAYMENTS TO INSIDERS AND PROFESSIONALS

(Dollars in thousands)

INSIDERS
Name	Type of Payment 1	Current Month Amount Paid		Total Paid Since August 4, 2012 2
Christmas, Patrick	Salary/Expenses	$	19	$	104
Divis, Gregory	Salary/Expenses		33		151
McHugh, Thomas	Salary/Expenses		19		107
Hermelin, David	Director Fees/Expenses		53		84
Dow, Mark	Director Fees/Expenses		58		92
Total		$	182	$	538

Notes

1 –  Additional detail concerning payments to the Debtors’ insiders will be provided upon reasonable request in writing to counsel for the Debtors.

2 –  This table lists only those insiders who received a payment during the current reporting period.  Additional insiders have received payments during the Debtors’ chapter 11 cases.  For information regarding the total amount paid to such insiders during the Debtors’ chapter 11 cases, please refer to previously filed MORs.

PROFESSIONALS 1
Name	Date of Court Order Authorizing Payment	Amount Requested 2		Current Month Amount Paid			Total Paid To Date 3		Total Incurred & Unpaid
Alston & Bird, LLP	September 14, 2012	$	0	$	31		$	174	$	0
Arnall Golden Gregory, LLP	October 10, 2012		17		0			0		21
Duff & Phelps, LLC	October 10, 2012		126		102			266		192
Epiq Bankruptcy Solutions	September 27, 2012		0		0			148		7
Ernst & Young, LLP	September 28, 2012		3		0			0		4
Fortgang Consulting	September 14, 2012		0		0			0		0
Houlihan & Lokey Capital, Inc.	September 14, 2012		154		154			781		154
Jefferies & Company, Inc.	October 10, 2012		340		850	4		850		340
Stroock, Stroock & Lavan, LLP	October 10, 2012		674		263			475		464
Weil, Gotshal & Manges, LLP	September 27, 2012		0		707			1,088		0
Willkie, Farr & Gallagher, LLP	September 27, 2012		701		713			1,885		1,157
Total		$	2,015	$	2,820		$	5,667	$	2,339

Notes

1 – Represents professional services exclusive of those rendered by professionals retained by the Debtors pursuant to the September 27, 2012 order of the Bankruptcy Court authorizing the Debtors to employ and retain professionals utilized in the ordinary course of business professional service providers.

2 – Represents amounts requested during the current reporting period.

3 – Represents payments made from the date of the Bankruptcy Court’s order authorizing each firm’s retention.

4 – The $850 paid to Jefferies & Company, Inc. was on account of fees incurred in connection with the Debtors’ entry into the DIP Facility.

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MOR-6 (CON’T):

POST-PETITION STATUS OF SECURED NOTES, LEASES PAYABLE

AND ADEQUATE PROTECTION PAYMENTS1

(Dollars in thousands)

Name of Creditor	Scheduled Monthly Payment Due		Amount Paid During Month
Building lease payable	$	42	$	42
Total Payments			$	42

Notes

1 - The Debtors’ schedule of lease payments, as set forth in this MOR, only reflects payments made pursuant to the Debtors’ real property lease.  Immaterial leases of personal property are not included in this MOR-6.

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MOR-7:

DEBTOR QUESTIONNAIRE

Must be completed each month.  If the answer to any of the questions is "Yes", provide a detailed explanation of each item.  Attach additional sheets if necessary.		Yes	No
1	Have any assets been sold or transferred outside the normal course of business this reporting period?		X
2	Have any funds been disbursed from any account other than a debtor in possession account this reporting period?	X
3	Is the Debtor delinquent in the timely filing of any post-petition tax returns?		X
4	Are workers compensation, general liability or other necessary insurance coverages expired or cancelled, or has the debtor received notice of expiration or cancellation of such policies?		X
5	Is the Debtor delinquent in paying any insurance premium payment?		X
6	Have any payments been made on pre-petition liabilities this reporting period?	X
7	Are any post-petition receivables (accounts, notes or loans) due from related parties?		X
8	Are any post-petition payroll taxes past due?		X
9	Are any post-petition State or Federal income taxes past due?		X
10	Are any post-petition real estate taxes past due?		X
11	Are any other post-petition taxes past due?		X
12	Have any pre-petition taxes been paid during this reporting period?		X
13	Are any amounts owed to post-petition creditors delinquent?		X
14	Are any wages payments past due?		X
15	Have any post-petition loans been received by the Debtor from any party?	X
16	Is the Debtor delinquent in paying any US Trustee fees?		X
17	Is the Debtor delinquent with any court ordered payments to attorneys or other professionals?		X
18	Have the owners or shareholders received any compensation outside of the normal course of business?		X

Explanations

2	For administrative purposes, the net proceeds of the DIP Facility are being held in the DIP Account in the name of Silver Point Finance, LLC, the agent for the DIP Facility.  Funds disbursed from the DIP Account (including such funds paid to Hologic, Inc. pursuant to the Hologic Settlement Agreement) were disbursed in accordance with the terms of the DIP Facility.
6	Pursuant to various orders entered by the Bankruptcy Court, the Debtors were authorized to pay certain pre-petition employee salary and benefit obligations, as well as certain pre-petition vendor, warehousemen and common carrier obligations.  The Bankruptcy Court also approved the Debtors’ motion to honor certain prepetition obligations to their customers.
13	The Debtors believe that all undisputed post-petition accounts payable have been and are being paid according to agreed-upon terms specific to each vendor and/or service provider.  Any aged amounts represent items subject to valid disputes and certain items which have been paid subsequent to the end of this reporting period.
15	On December 27, 2012, the Bankruptcy Court entered an order authorizing Debtor K-V Pharmaceutical Company, as borrower, to enter into the DIP Facility.  K-V Pharmaceutical Company’s obligations under the DIP Facility are guaranteed by each of the other Debtors.

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MAKENA® PERFORMANCE METRICS

Makena® (hydroxyprogesterone caproate injection) is the Debtors’ single-most valuable product.  The information below addresses certain key performance metrics related to Makena®.  The amounts shown are based on estimates and are subject to change.  Gross revenues are preliminary and unaudited, and are not prepared in accordance with GAAP.

Three Months Ended	Gross Revenues ($ in thousands)(1)		Total Prescriptions(2)		Vials Shipped to Customers (3)
9/30/2011	$	1,318		1,255		382
12/31/2011	$	1,670		1,687		484
3/31/2012	$	6,396		2,240		1,854
6/30/2012	$	13,393		2,577		3,882
9/30/2012	$	13,006		3,046		3,770
12/31/2012	$	23,495		3,438		6,810

Notes:

(1) Amounts shown are estimated based on the number of vials shipped and list price/vial.

(2) Represents total prescriptions reported to the Debtors and does not include cancellations.

(3) Represents paid vials shipped to the Debtors' customers, which include specialty pharmacies and distributors.

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