-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HJZtBx8tgEewvujyckA/nB4dnkssu1r0MtiAfSdyrh5rcLSHyLY6/49k7EfwC4x0 iwj1WckFlcqRAT31F555Yg== 0000853022-98-000022.txt : 19981116 0000853022-98-000022.hdr.sgml : 19981116 ACCESSION NUMBER: 0000853022-98-000022 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980930 FILED AS OF DATE: 19981113 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ROBERTS PHARMACEUTICAL CORP CENTRAL INDEX KEY: 0000853022 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 222429994 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 001-10432 FILM NUMBER: 98747217 BUSINESS ADDRESS: STREET 1: MERIDIAN CENTER II STREET 2: 4 INDUSTRIAL WAY W CITY: EATONTOWN STATE: NJ ZIP: 07724 BUSINESS PHONE: 7326761200 MAIL ADDRESS: STREET 1: 4 INDUSTRIAL WAY WEST STREET 2: 4 INDUSTRIAL WAY WEST CITY: EATONTOWN STATE: NJ ZIP: 07755 10-Q 1 FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarter Ended Commission File Number: 1-10432 September 30, 1998 ROBERTS PHARMACEUTICAL CORPORATION (Exact name of registrant as specified in its charter) NEW JERSEY 22-2429994 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) MERIDIAN CENTER II 4 INDUSTRIAL WAY WEST EATONTOWN, NEW JERSEY 07724 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (732) 676-1200 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No Class Outstanding Shares at November 6, 1998 Common Stock 31,430,356 ROBERTS PHARMACEUTICAL CORPORATION INDEX Page Part I Item 1 - Financial Statements 2 Item 2 - Management's Discussion and Analysis 10 Part II Item 6 - Exhibits and Reports on Form 8-K 15 Signatures 17 ROBERTS PHARMACEUTICAL CORPORATION CONSOLIDATED BALANCE SHEETS (in thousands) (Unaudited)
September 30, 1998 December 31, 1997 ------------------ ------------------ ASSETS: Current assets: Cash and cash equivalents $ 15,440 $ 42,950 Marketable securities 45,450 39,887 Accounts receivable, net 33,692 24,730 Inventory 25,434 19,826 Notes receivable, current 14,500 225 Deferred tax assets 4,962 4,962 Net assets held for sale 0 3,760 Other current assets 1,855 1,647 --------- --------- Total current assets 141,333 137,987 Fixed assets, net 33,186 25,913 Intangible assets 321,387 190,724 Notes receivable 2,796 729 Deferred non-current tax asset 5,885 12,332 Other assets 10,326 170 --------- --------- Total assets $514,913 $367,855 ========= =========
The accompanying notes are an integral part of these financial statements. - 2 - ROBERTS PHARMACEUTICAL CORPORATION CONSOLIDATED BALANCE SHEETS (in thousands) (Unaudited)
September 30, 1998 December 31, 1997 ------------------ ----------------- LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Current installments of long-term debt $ 9,013 $ 8,037 Accounts payable 14,100 13,188 Income taxes payable 3,042 3,022 Dividends payable 0 150 Other current liabilities 22,177 15,584 --------- --------- Total current liabilities 48,332 39,981 Long-term debt, excluding current installments 130,302 10,327 Deferred income 1,949 0 Other liabilities 0 244 Shareholders' equity: Class B preferred stock, $.10 par 10,000,000 shares authorized, 0 and 475,654 outstanding 0 48 Common stock, $.01 par, 100,000,000 shares authorized, 31,413,419 and 29,414,440 outstanding 319 299 Additional paid-in capital 380,546 372,384 Cumulative translation adjustments (2,531) (1,250) Retained earnings (deficit) (43,767) (53,941) Treasury stock, 387,594 shares of common stock, at cost (237) (237) --------- --------- Total shareholders' equity 334,330 317,303 --------- --------- Total liabilities and shareholders' equity $ 514,913 $ 367,855 ========= ========= The accompanying notes are an integral part of these financial statements. - 3 - ROBERTS PHARMACEUTICAL CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands except per share data) (Unaudited)
For the nine months For the three months ended September 30, ended September 30, 1998 1997 1998 1997 -------- -------- -------- -------- Sales and Revenue: Sales $118,720 $ 84,973 $ 42,336 $ 28,357 Other revenue 1,205 285 378 285 -------- -------- -------- -------- Total sales and revenue 119,925 85,258 42,714 28,642 -------- -------- -------- -------- Operating costs and expenses: Cost of sales 43,360 38,680 15,099 14,047 Research & Development 8,942 5,747 2,774 2,090 Marketing 25,708 25,562 8,330 9,596 Administration 25,463 16,972 7,378 5,876 -------- -------- -------- -------- Total operating costs & expenses 103,473 86,961 33,581 31,609 -------- -------- -------- -------- Operating income 16,452 (1,703) 9,133 (2,967) -------- -------- -------- -------- Other income (expense): Interest income 3,260 3,986 874 1,277 Interest expense (3,450) (594) (2,984) (162) Foreign currency gain (loss) (79) 7 (54) 71 Other income(expense), net (113) (2,378) (14) (2,330) -------- -------- -------- -------- Total other income (382) 1,021 (2,178) (1,144) -------- -------- -------- -------- Income before income taxes 16,070 (682) 6,955 (4,111) -------- -------- -------- -------- Provision for income taxes 5,862 115 2,278 (1,116) -------- -------- -------- -------- Net income $ 10,208 $ (797) $ 4,677 $ (2,995) ======== ======== ======== ======== Net income per share of common stock, basic and diluted: $ 0.33 $ (0.05) $ 0.15 $ (0.11) ========= ======== ======== ======== Weighted average number of common shares outstanding: Basic 30,911,802 29,162,336 31,393,572 28,426,480 Diluted 31,296,721 29,162,336 31,778,492 28,183,685
The accompanying notes are an integral part of these financial statements. - 4 - ROBERTS PHARMACEUTICAL CORPORATION CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)
For the nine months For the three months ended September 30, ended September 30, 1998 1997 1998 1997 -------- --------- -------- --------- Net income $ 10,208 $ (797) $ 4,677 $ (2,995) -------- --------- -------- --------- Other comprehensive income: Foreign currency translation adjustment (1,281) (264) (817) (91) -------- --------- -------- --------- Other comprehensive income (1,281) (264) (817) (91) -------- --------- -------- --------- Comprehensive income $ 8,927 $ (1,061) $ 3,860 $ (3,086) ======== ========= ======== =========
The accompanying notes are an integral part of these financial statements. - 5 - ROBERTS PHARMACEUTICAL CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) (Unaudited)
For the nine months ended September 30, 1998 1997 -------- -------- Cash flows provided by operating activities: $14,722 $ 2,653 -------- -------- Cash flows from investing activities: Purchase of marketable securities (5,563) (3,797) Purchases of intangible assets (153,733) (2,020) Purchases of fixed assets (9,000) (4,593) Collection of notes receivable 356 717 -------- -------- Net cash used in investing activities (167,940) (9,693) -------- -------- Cash flows from financing activities: Debt financing 125,000 --- Payments on notes payable and long term debt (7,496) (6,588) Net proceeds from issuance of common stock 3,643 1,013 Net proceeds from issuance of 5% Preferred stock 4,492 5,042 5% Preferred stock dividends paid (34) (1,481) -------- -------- Net cash provided by (used in) financing activities 125,605 (2,014) -------- -------- Exchange rate changes on cash and cash equivalents 103 4 -------- -------- Change in cash and cash equivalents (27,510) (9,050) Beginning cash and cash equivalents 42,950 87,125 -------- -------- Ending cash and cash equivalents $15,439 $78,075 ======== ======== Supplemental cash flow information: Interest paid $ 1,859 $ 823 Income taxes paid $ 11 $ 8
The accompanying notes are an integral part of these financial statements. - 6 - 1. Summary of Significant Accounting Policies Basis of Presentation In the opinion of management, the accompanying consolidated financial statements include all necessary adjustments, consisting of normal adjustments, required for a fair presentation of results for the period reported. All dollar amounts are presented in thousands, except per share data. New Accounting Pronouncement Statement of Financial Accounting Standards No. 131, "Disclosures about Segments of an Enterprise Related Information" (SFAS No. 131), establishes standards for the way that public business companies report information about operating segments in annual financial statements and requires that those companies report selected information about operating segments in annual financial statements and requires that those companies report selected information about operating segments in interim financial reports issued to stockholders. It also establishes standards for related disclosures about products and services, geographic areas, and major customers. This Statement supersedes SFAS No. 14, "Financial Reporting for Segments of a Business Enterprise," but retains the requirement to report information about major customers. SFAS No. 131 is effective for financial statements for periods beginning after December 15, 1997. In the initial year of application, comparative information for earlier years is to be restated. The adoption of this Statement will not have an impact on the Company's consolidated results of operations, financial position or cash flow for the year ended December 31, 1998. Reclassification Certain items have been reclassified between income statement line items to conform to the current year presentation. These items are not material. 2. Inventory Inventory at September 30, 1998 consists of: Raw Materials $ 4,227 Work in Progress 1,106 Finished Goods 20,101 ------- Total $25,434 ======= - 7 - 3. Change in Accounting Estimate During the first quarter 1998, management made a change in accounting estimate in the amount of $1.0 million relating to the accrual of rebates for a product to which Roberts has sole United States distribution rights. The accrual had been established, over a three year period, for rebates which, it was determined in the first quarter, will not be paid by Roberts and therefore was required to be reversed. 5. Investment in RiboGene, Inc. During the third quarter, the Company made an investment of $10 million in the convertible preferred stock of RiboGene, Inc., a drug discovery company targeting infectious diseases. The shares have no voting rights. The investment will be carried at the cost method, and none of the operating results of RiboGene will be included in Roberts' income statement. One-third of the preferred stock is convertible to common stock of RiboGene at each of the first three anniversary dates of the investment at a conversion price of $7.00 per share. The Company also entered into an arrangement whereby Roberts will develop a new delivery formulation for RiboGene's product EMITASOL. Under the terms of the agreement, RiboGene will provide up to $7 million in funding from the development of EMITASOL through completion of Phase III trials and the submission of a New Drug Application ("NDA") with the balance, if any, provided by Roberts. Upon approval of the NDA, Roberts can exercise its option to market EMITASOL in the United States, Canada and Mexico under the RiboGene patents by making a milestone payment at that time plus subsequent royalties on product sales. 6. Sale of Discontinued Division During the second quarter 1998, the Company sold the discontinued VRG division and a note receivable was taken back for $9.7 million. A reserve was also established for final settlement of operational expenses subsequent to finalization of the contract of sale. At the time of the sale the Company recognized a net of tax gain of $1.3 million. However, the Company did not receive, in a timely fashion, certain payments on this note which were due in the third quarter. The Company decided it was appropriate for accounting purposes to reverse the second quarter gain on the sale and, instead, record before tax deferred income of $1.9 million. This adjustment to income has been reflected in the restated second quarter results. - 8 - 7. New Product Acquisition During the second quarter 1998, the Company acquired the US rights to market PENTASA , a patented gastrointestinal drug for ulcerative colitis, from Hoechst Marion Roussel (HMR) for a net cost of $135 million. The transaction involved a payment to HMR of $141.0 million and the Company received a note receivable for $6.2 million from HMR. A term loan for $125.0 million was taken out to help finance the transaction. - 9 - Item 2. Management's Discussion and Analysis of Financial Conditions and Results of Operations Results of Operations Nine months ended September 30, 1998 and 1997 Revenues Total revenue for the nine months and quarter ended September 30, 1998 increased $34.6 million and $14.1 million respectively as compared with the nine months and quarter ended September 30, 1997. This increase was primarily due to an increase in revenues from product sales. Sales For the nine months ended September 30, 1998, product sales increased $33.7 million from $85.0 million to $118.7 million due primarily to the addition of PENTASA. U.S. product sales increased $31.5 million from $62.3 million to $93.8 million. PENTASA, AGRYLIN and PROAMATINE provided $20.9, $11.4 and $7.1 million, respectively, of this increase. These increases were offset by a decrease in NOROXIN and EMINASE sales of $6.5 and $1.0 million, respectively. Sales of the Company's United Kingdom subsidiary, Monmouth Pharmaceuticals, Ltd., increased $1.7 million from $13.5 million to $15.2 million. $1.5 million of this increase is due to increased sales of AGRYLIN. Sales of the Company's Canadian subsidiary increased slightly by $0.6 million from $9.1 million to $9.7 million despite the negative impact of unfavorable foreign exchange rate changes. Product sales in the third quarter increased $14.0 million from $28.3 million in 1997 to $42.3 million in 1998 due to the addition of PENTASA to the product mix and to increased sales of AGRYLIN. Third quarter product sales in the U.S. increased $13.3 million from $21.0 million in 1997 to $34.3 million in 1998. Sales in the U.K. increased $0.4 million to $5.0 million in third quarter 1998 from $4.6 million in 1998. Canada's third quarter sales increased to $3.1 million in 1998, a $0.3 million increase from 1997 third quarter sales of $2.8 million. Cost of Sales For the nine months ended September 30, 1998, cost of sales amounted to 36.5% of product sales, a 9.0 percentage point decrease as compared to the prior year's comparable period. This decrease in cost of sales and corresponding increase in gross profit percentage is primarily the result of a change in product mix. Sales of NOROXIN, with a high cost of sales, decreased $6.5 million, while sales of higher margin products, including AGRYLIN, PROAMATINE and the newly acquired PENTASA increased significantly. - 10 - Research and Development Research and Development expenses increased $3.2 million to $8.9 million and $0.7 million to $2.8 million during the nine and three month periods, respectively, ended September 30, 1998 as compared to the comparable prior year periods. The largest component of this change is a $3.3 million spending increase for both new programs related to the compounds licensed in 1996 from Eli Lilly and continuing investment in STANATE and AGRYLIN. Marketing Expenses For the nine months ended September 30, 1998, Marketing expenses increased $0.1 million to $25.7 million. This is due to increases in salaries and meetings being offset by decreases in advertising and agency fees. For the quarter ended September 30, 1998, Marketing expenses decreased $1.3 million to $8.3 million. Decreases in sales aids, television and journal advertising, and meetings and seminars account for this decrease. This is partly due to timing, but primarily due to the fact that two new products were launched in 1997, requiring higher levels of expenditure at that time to increase product recognition in the marketplace. Administrative Expenses For the nine months ended September 30, 1998, Administrative expense increased $8.5 million to $25.5 million from $17.0 million. This increase was due primarily to an increase of $2.3 million in product intangible amortization expense due to the addition of PENTASA and a $4.4 million increase related to salaries and benefits, particularly the stock appreciation rights (SARs) and the Supplemental Executive Retirement Plan (SERP) which was established in the second quarter 1998. The related year to date expense for the SERP is $1.4 million. In order to mitigate the potential future compensation expense to the Company related to SARs, the Company accelerated the vesting of all SARs not yet vested, and the executive officers holding such SARs agreed to voluntarily exercise the outstanding SARs, thereby terminating any potential benefit from the SARs which such officers may have realized in the future. The exercise of all outstanding SARs during the current period resulted in a one time charge of $3.3 million, of which $0.7 million relates to accelerated vesting. In connection with the acceleration of vesting and the exercise of all outstanding SARs, the executive officers who exercised the SARs received options to purchase one share of the Company's Common Stock for each two SARs exercised. Administrative expenses increased $1.5 million from the third quarter 1997 to $7.4 million in the third quarter 1998 due largely to the increase in amortization expense with the addition of PENTASA to the product mix. - 11 - Interest Income and Expense Interest income for the nine months ended September 30, 1998, decreased $0.7 million as a result of a decrease in invested marketable securities due to utilization of funds for the purchase of PENTASA, the purchase of the new distribution facility, and improvements made to the Canadian manufacturing facility as well as debt payments on products purchased in prior years. Interest expense for the same period increased to $3.4 million from $0.6 million as a result of interest expense on the loan to finance the purchase of PENTASA. Income Taxes For the nine months ended September 30, 1998 and 1997, income tax expense was calculated using normal US federal and state statutory rates, except for certain taxes related to foreign operations. The Company has recorded net deferred tax assets of approximately $11 million. Realization is dependent upon generating sufficient taxable income to utilize such items. Although realization is not assured, management believes it is more likely than not that all of the deferred tax assets will be realized; however, these assets could be reduced at any time if estimates of future taxable income are reduced. Liquidity and Capital Resources For the nine months ended September 30, 1998, operating cash inflows amounted to $14.7 million as a result of the Company's net income of $10.2 million enhanced by non-cash charges, primarily depreciation and amortization, as well as increases in payables and other current liabilities, offset by changes in accounts and notes receivable and inventory. As of September 30, 1998, the Company had cash, cash equivalents and marketable securities of $61.3 million. Investing activities used $167.9 million, comprised primarily of $5.6 million in marketable securities purchases, fixed and intangible asset purchases of $9.0 and $153.7 million, respectively. Financing activities provided $125.6 million, including $7.5 million of payments on notes payable offset by proceeds from the issuance of Common and Preferred Stock of $8.1 million and receipts of $125.0 million from a five year term loan. This loan is the primary financing for the Company's purchase of PENTASA, a patented gastrointestinal drug for ulcerative colitis, from Hoechst Marion Roussel in April, 1998. The Company will use its existing cash and securities balances and cash generated from operations to fund its operating activities and its near-term and long-term debt obligations from previous product acquisitions as well as potential future acquisitions of new products and the completion of the capital improvements to the Canadian manufacturing facility. In connection with the sale of VRG, the Company took back a note in the amount of $9.7 million. - 12 - Foreign Currency Fluctuations Roberts has subsidiary operations outside the United States. As a result, Roberts is subject to fluctuations in revenues and costs reported in United States dollars as a consequence of changing currency exchange rates, especially rates for the British pound and Canadian dollar. Fluctuations for the British pound were not material for the first nine months of 1998. Due to the weakening of the Canadian dollar in 1998, the cumulative foreign currency translation balance has increased by $1.4 million for the nine months ended September 30, 1998. These amounts are accumulated and reported separately in the Shareholder's Equity section. Year 2000 Conversion Project The year 2000 conversion problem arises from the inability of some information systems and other date-sensitive equipment with embedded chips or processors to properly recognize and process information after January 1, 2000. The Company's project is proceeding on schedule. The four main areas being addressed are financial systems, non-financial systems, customers and suppliers readiness and other date-sensitive equipment. Over the past year, the Company has replaced or upgraded much of its software and systems in the normal course of business. The financial system was replaced with an Enterprise Reporting System which the developer states is 2000 compliant. The Company intends to obtain and review the developer's certification documentation. The system was implemented in the U.S. in April, 1998, due to the need for an integrated, more advanced system to link the Finance and Sales departments located at headquarters with the new distribution facility. The Canadian and U.K. subsidiaries are on schedule to move to the new financial system on January 1, 1999. These upgrades are also due to reporting requirements and not 2000 compliance. After the upgrades are complete, the three financial locations will be electronically linked, enabling more timely completion of financial requirements. Non-financial software and hardware was also replaced in the normal course of business as the previous systems were outdated. The manufacturing plant, located in Canada, which was purchased by the Company in 1997, required various upgrades to the operating systems. New hardware and upgraded software was installed. The hardware was installed to replace outdated processing equipment. The software was installed to ensure 2000 compliance. The Company's investment in this software was approximately $225 thousand U.S. dollars. - 13 - One of the Company's customers requires the Company to meet certain electronic data interface (EDI) requirements related to year 2000 compliance in order for the customer to continue its relationship with the Company. The Company anticipates completing these requirements before the end of 1998 and will be able to interface with other suppliers and customers that are 2000 compliant. Approximately 50 to 60 percent of the Company's sales are currently made through EDI, through primarily one clearinghouse. This clearinghouse is 2000 compliant and upgrades non-2000 compliant incoming transmissions to compliant transmissions. In the event that a non-compliant customer could not interface electronically, orders can be transmitted via phone, fax or mail, and therefore no disruption of sales would be expected. The Company is attempting to ascertain the compliance of other customers and suppliers, including the Company's toll manufacturers, through the means of a questionnaire. This program is ongoing and assessments regarding additional work necessary will be made as responses are received. In the event that any of the Company's significant customers or suppliers do not achieve compliance on a timely basis, the Company's business or operations could be adversely impacted if new customers or alternate suppliers can not be found. Other date-sensitive equipment includes primarily telephones and building issues such as heating and lighting systems. The telephone system at the U.S. headquarters was replaced in 1998 in the normal course of business as the lease on the former system expired. The new system is compliant. The phone systems at the distribution facility and at the U.K. location will be replaced by the first quarter of 1999 as they are not currently 2000 compliant. The total cost of these new systems is approximately $70 thousand. The Company has received assurances that the building systems are compliant and will be obtaining documentation to that effect over the next several months. In accordance with the Company's fixed asset capitalization policy, the hardware, software and phone systems purchased will be added to fixed assets and amortized over the appropriate useful life. The Company has not retained any consultants nor hired additional employees to assist in achieving compliance. Based on the Company's progress to date and timeline to complete the work on the Year 2000 compliance issue, the Company does not foresee significant financial or operational risks associated with its compliance at this time. However, these expectations are subject to uncertainties. These include, but are not limited to the ability to assess suppliers and customers readiness, failure to identify all susceptible systems and the availability and cost of personnel necessary to remediate any unforeseen problems. - 14 - Item 6 Exhibits and Reports on Form 8K Reports on Form 8K Date of Report Sept 3, 1998 Roberts Pharmaceutical Corporation announced the election of Joseph E. Smith to its Board of Directors. Roberts Board now consists of nine members and Mr. Smith is the fifth outside director. Sept 23, 1998 Roberts Pharmaceutical Corporation announced that its founder and Executive Chairman, Dr. Robert A. Vukovich, has retired from active employment with the Company. He will continue to serve as Chairman of the Company's Board of Directors and as a consultant for drug development and strategic planning. John T. Spitznagel, who was appointed to succeed Dr. Vukovich in September 1997 continues to manage the Company as President and Chief Executive Officer. Roberts Board of Directors now consists of six non-employee members and three corporate officers. Oct 13, 1998 Roberts Pharmaceutical Corporation announced that, based on preliminary unaudited data, the Company expected to report a strong profit for the third quarter ended September 30, 1998. Roberts expected third quarter 1998 per share earnings to exceed the high end of the First Call estimate range of $0.10 to $0.13. - 15 - FORWARD LOOKING STATEMENTS Certain statements included in Footnotes #1 and #5 and Items 2 and 6 of this form 10-Q are intended to be, and are hereby identified as, forward looking statements for purposes of the safe harbor provided by Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended. The Registrant cautions readers that forward looking statements, including, without limitation, those relating to the Registrant's future business prospects, revenues, cost of sales, intangible dispositions and write-offs, continuing operations and discontinued operations, and liquidity and capital resources, are subject to certain risks and uncertainties, including, without limitation, the ability of the Registrant to secure regulatory approval in the United States and in foreign jurisdictions for the Registrant's developmental pipeline drugs, the efforts of the Registrant's competitors and the introduction of rival pharmaceutical products which may prove to be more effective than the Registrant's products, general market conditions, the availability of capital, and the uncertainty over the future direction of the healthcare industry, that could cause actual results to differ materially from those indicated in the forward looking statements. - 16 - Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to be signed on its behalf by the undersigned, thereunto duly authorized. Date: November 13, 1998 /s/ Peter M. Rogalin ----------------- ---------------------------- Peter M. Rogalin Vice President and Treasurer Date: November 13, 1998 /s/ Peter M. Rogalin ----------------- ---------------------------- Peter M. Rogalin Chief Accounting Officer - 17 - EX-27 2
5 Form 10-Q for the Quarter ended September 30, 1998 1,000 3-MOS DEC-31-1998 JAN-01-1998 SEP-30-1998 15,440 45,450 33,692 0 25,434 141,333 33,186 0 514,913 48,332 130,302 0 0 319 334,011 514,913 118,720 119,925 43,360 43,360 8,942 0 3,450 16,070 5,862 16,070 0 0 0 16,070 0.33 0.33 Includes raw material and work-in-process inventory of $5,333.
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