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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- - ----- EXCHANGE ACT OF 1934
For the quarterly period Ended March 31, 1996 or
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- - ----- TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ____________ to ___________.
Commission File Number 0-11839
ALZA TTS RESEARCH PARTNERS, LTD.
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(Exact name of registrant as specified in its charter)
California 94-2863497
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
950 Page Mill Road, P.O. Box 10950, Palo Alto, CA, 94303-0802
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (415) 494-5300
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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
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PART I. FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
ALZA TTS RESEARCH PARTNERS, LTD.
(A limited partnership)
Statements of Revenue Collected and Expenses
(unaudited)
Three Months Ended March 31,
1996 1995
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REVENUE:
Royalty income $ 1,217,549 $ 980,728
Interest income 5,564 3,977
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Total revenue 1,223,113 984,705
EXPENSES:
General and administrative 27,450 34,422
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NET INCOME $ 1,195,663 $ 950,283
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------------ -----------
Allocation of net income:
General Partner $ 11,957 $ 9,503
Class A Limited Partners 1,183,706 940,780
Class B Limited Partner - -
------------ -----------
NET INCOME $ 1,195,663 $ 950,283
------------ -----------
------------ -----------
NET INCOME PER CLASS A
LIMITED PARTNERSHIP UNIT $ 369.91 $ 293.99
------------ -----------
------------ -----------
See accompanying notes.
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ALZA TTS RESEARCH PARTNERS, LTD.
(A limited partnership)
Statements of Assets, Liabilities and
Partners' Capital (Deficit)
March 31, December 31,
ASSETS 1996 1995
------------ ------------
(unaudited)
Current assets - Cash $ 53,811 $ 48,245
------------ -----------
------------ -----------
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
Current liabilities - Payable to
ALZA Corporation $ 221,071 $ 227,446
Partners' capital (deficit):
Class A Limited Partners,
3,200 units outstanding (272,834) (336,732)
Class B Limited Partner 107,259 159,343
General Partner (1,685) (1,812)
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Total partners' (deficit) (167,260) (179,201)
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$ 53,811 $ 48,245
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------------ -----------
See accompanying notes.
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ALZA TTS RESEARCH PARTNERS, LTD.
(A limited partnership)
Statement of Partners' Capital (Deficit)
(unaudited)
Class A Class B Total
Limited Limited General Partners'
Partners Partner Partner Capital
----------- ---------- --------- -----------
BALANCE,
DECEMBER 31,
1993 $ (764,075) $ 482,259 $ (2,883) $ (284,699)
Net income 3,052,032 - 30,828 3,082,860
Payments to
partners (2,868,864) (133,435) (30,309) (3,032,608)
----------- ---------- --------- -----------
BALANCE,
DECEMBER 31,
1994 (580,907) 348,824 (2,364) (234,447)
Net income 4,318,031 - 43,616 4,361,647
Payments to
partners (4,073,856) (189,481) (43,064) (4,306,401)
----------- ---------- --------- -----------
BALANCE,
DECEMBER 31,
1995 (336,732) 159,343 (1,812) (179,201)
Net income 1,183,706 - 11,957 1,195,663
Payments to
partners (1,119,808) (52,084) (11,830) (1,183,722)
----------- ---------- --------- -----------
BALANCE,
MARCH 31,
1996 $ (272,834) $ 107,259 $ (1,685) $ (167,260)
----------- ---------- --------- -----------
----------- ---------- --------- -----------
See accompanying notes.
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ALZA TTS RESEARCH PARTNERS, LTD.
(A limited partnership)
Statements of Cash Flows
For the Three Months Ended March 31, 1996 and 1995
Increase (Decrease) in Cash
(unaudited)
Three Months Ended March 31,
1996 1995
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Cash flows from operating activities:
Net income $ 1,195,663 $ 950,283
Adjustments to reconcile net income
to net cash used in operating
activities:
Payments to Partners (1,183,722) (946,901)
Increase (decrease) in liabilities:
Payable to ALZA Corporation (6,375) 593
----------- -----------
Net cash provided by operating
activities 5,566 3,975
Cash at beginning of period 48,245 28,155
----------- -----------
Cash at end of period $ 53,811 $ 32,130
----------- -----------
----------- -----------
See accompanying notes.
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NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
1. BASIS OF PRESENTATION
INTRODUCTION
The financial statements of ALZA TTS Research Partners, Ltd. (the
"Partnership") included herein should be read in conjunction with the
audited financial statements included in the Partnership's Annual Report on
Form 10-K for the year ended December 31, 1995. The accompanying interim
financial statements of the Partnership for the three months ended March
31, 1996 and March 31, 1995 are unaudited but include all adjustments which
the General Partner (ALZA Development Corporation, a wholly-owned
subsidiary of ALZA Corporation) believes necessary for fair presentation.
These financial statements have been prepared on a modified basis of cash
receipts and disbursements, which is a comprehensive basis of accounting
other than generally accepted accounting principles in that royalty
revenues are not recognized until the related cash is received.
The Partnership currently maintains its books for income tax purposes on
the accrual basis. The Partnership applied to the Internal Revenue Service
("IRS") to change its income tax reporting method to the accrual basis,
effective January 1, 1994. See Note 3 for further discussion.
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ORGANIZATION
The Partnership was formed on December 30, 1982 to conduct research and
development on products combining the proprietary transdermal therapeutic
system technology of ALZA Corporation ("ALZA") with certain generic
compounds (the "TTS Partnership Products"). On April 22, 1983, the closing
of the sale to the public of Class A Limited Partnership interests took
place. At March 31, 1996 the Partnership's capital consisted of 3,200
Class A Limited Partnership units purchased for $5,000 each, an original
investment by the Class B Limited Partner of $750,000 and an original
investment by the General Partner of $169,192. Under the terms of the
Agreement of Limited Partnership (the "Partnership Agreement"), net losses
were allocated as follows: first, 1% to the General Partner and 99% to the
Class A Limited Partners and then, after the capital account of the Class A
Limited Partners was reduced to zero, 1% to the General Partner and 99% to
the Class B Limited Partner. After the capital accounts of the Class A and
Class B Limited Partners were reduced to zero, losses were allocated 100%
to the General Partner.
Under the terms of the Partnership Agreement, net income is allocated in
the inverse order of the losses previously allocated. To the extent losses
were allocated 100% to the General Partner, net income was allocated 100%
to the General Partner in an amount equal to such losses prior to any
allocation of net income to the Limited Partners. Then, to the extent
losses were allocated 99% to the Class B Limited Partner, any net income
was allocated 99% to the Class
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B Limited Partner (and 1% to the General Partner) in an
amount equal to such losses prior to any net income being
allocated to the Class A Limited Partners. Currently, net income is being
allocated 99% to the Class A Limited Partners and 1% to the General
Partner.
The General Partner is required by the Partnership Agreement to distribute,
on a quarterly basis, all of the Partnership's Excess Cash (which consists
of all cash received by the Partnership less all amounts expended in the
conduct of the Partnership's business, including administrative expenses,
and working capital) in proportion to the Partners' respective capital
contribution percentages. Given the methodology for the allocation of
losses and income as discussed above, deficit capital account balances have
resulted in the Class A Limited Partners' and General Partner's capital
accounts and will continue until future allocated income exceeds cumulative
cash distributions required of the General Partner.
2. ROYALTY INCOME
Janssen Pharmaceutica, Inc. (together with its affiliates "Janssen"), a
subsidiary of Johnson and Johnson, began marketing Duragesic-Registered
Trademark- (fentanyl transdermal system) in the United States during the
second quarter of 1991, and in Canada during the second quarter of 1992.
In addition, Janssen has launched Duragesic-Registered Trademark- in 14
other countries worldwide. During the second quarter of 1994, ALZA,
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through its sales and marketing division, ALZA Pharmaceuticals, began
co-promoting Duragesic-Registered Trademark- in the United States with
Janssen. As provided by the agreement between ALZA and Janssen,
quarterly sales reports and the resulting payments to ALZA on
Duragesic-Registered Trademark- sold by Janssen are due 90 days after
the end of each quarter.
In April 1994, ALZA, through ALZA Pharmaceuticals, began marketing
Testoderm-Registered Trademark- (testosterone transdermal system) in the
United States. The product is expected to be marketed by one or more
distributors outside the United States. Commercialization Agreements for
Testoderm-Registered Trademark- have been signed with Pharmagenesis, Inc.
covering China, Hong Kong, Macau and Taiwan, and with SciTech Genetics
covering 13 other Asian countries. Initial product launches are expected
in such countries within two years after receipt of necessary regulatory
approvals. In addition, Testoderm-Registered Trademark- has been cleared
for marketing in more than ten European countries.
Agreements between ALZA and the Partnership provide for ALZA to report
sales and make associated royalty payments to the Partnership within 90
days after the end of the quarter in which ALZA receives sales information
and payment from Janssen on sales of Duragesic-Registered Trademark-. In
addition, within 90 days after the end of each calendar quarter, ALZA
reports sales and makes associated royalty payments to the Partnership with
respect to ALZA's sales of Testoderm-Registered Trademark- in the United
States during such quarter. Under these agreements, the Partnership is
entitled to receive 4% of
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net sales of Duragesic-Registered Trademark- and
Testoderm-Registered Trademark-. Payments to the Partnership are expected
to be made in a manner similar to those for Duragesic-Registered Trademark-
with respect to any sales by Testoderm-Registered Trademark- distributors
outside the United States.
3. TAX BASIS CAPITAL
The Partnership maintains its books for financial reporting purposes using
a modified basis of cash receipts and disbursements which is different from
accrual basis accounting in that royalty revenues are not recognized until
the related cash is received. Prior to fiscal year 1994, the Partnership's
income tax reporting method was consistent with the method used for
financial reporting purposes.
The Partnership applied to the IRS to change its income tax reporting
method to the accrual basis, effective January 1, 1994. The IRS accepted
the application and agreed to the Partnership making a one time adjustment
which is being recognized over three years, beginning in 1994. The
application was filed to change the Partnership's income tax reporting
method to a method which is consistent with the current Internal Revenue
Code.
A reconciliation of partners' deficit for financial reporting purposes, as
described in this report, to the partners' capital for tax reporting
purposes is shown below. The current difference between financial and tax
basis statements is due to i) the deferred revenue
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resulting from the accounting method change (discussed above), ii) royalty
income accrued to be consistent with the accounting method change, and
iii) the syndication costs, which reduce partners' capital for financial
reporting purposes but which are recorded as an asset for tax purposes.
Partners' deficit for financial reporting
purposes at March 31, 1996 $ (167,260)
Deferred Revenue - Section 481(a) adjustment
due to accounting method change (Total
adjustment $1,123,277, 1994 adjustment
$374,426; 1995 adjustment $374,426; 1996
adjustment $93,606) (280,819)
Accounts Receivable - Accrued royalty
revenue 2,999,459
Syndication costs charged to partners'
capital for financial purposes 1,810,059
------------
Partners' capital for tax reporting
purposes at March 31, 1996 $ 4,361,439
------------
------------
4. RELATED PARTY TRANSACTIONS
ALZA Development Corporation, a wholly-owned subsidiary of ALZA, is the
General Partner of the Partnership.
ALZA, under a research and development contract (the "Development
Contract"), performed all research and product development for the
Partnership until 1987, when the Partnership had no more funds to continue
these activities. The Partnership requires certain administrative,
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accounting, contract management, and record keeping services which are
presently being provided by ALZA and billed to the Partnership at ALZA's
standard administrative services rate.
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Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
All of the Partnership's Total Funds (as defined in the Development
Contract) have been fully utilized. Total Funds consisted of the net
proceeds from the sale by the Partnership of the Class A limited
partnership interests, the General Partner's and Class B Limited Partner's
capital contributions to the Partnership, and interest and other income
earned through temporary investment of Partnership funds, less all
necessary expenses of operating the Partnership.
For the quarter ended March 31, 1996, cash provided from royalties on the
Duragesic-Registered Trademark- and Testoderm-Registered Trademark-
products increased from $980,728 in the same period of 1995 to $1,217,549.
Cash received by the Partnership, less amounts for administrative expenses
and working capital, is distributed to the Partners. Because the
Partnership does not make commercialization decisions regarding TTS
Partnership Products, its potential royalty stream and income are not
within the Partnership's control.
The Partnership granted ALZA an option (the "Continuation Option") to
continue the development of any TTS Partnership Product which the
Partnership determined for any reason (including lack of funds) not to
complete. ALZA exercised the Continuation Option for all TTS Partnership
Products in 1987. As a result, ALZA may fund (or obtain funding for)
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the development of any TTS Partnership Product through the earlier of (i)
approval either by the United States Food and Drug Administration ("FDA")
or regulatory authorities in certain foreign countries or (ii) ALZA's
exercise of the "License Option" described below. The Duragesic-Registered
Trademark- and Testoderm-Registered Trademark- products were completed by
ALZA, without the use of the Partnership's funds, under the Continuation
Option.
The Partnership also granted ALZA an option (the "License Option") to
acquire a worldwide license, including the right to sublicense, make, use
and sell, any or all of the TTS Partnership Products, on a product-by-
product basis. Each license is exclusive for a period of thirteen years
after the actual reduction to practice of the product and nonexclusive
thereafter. In 1990, ALZA exercised its License Option for the Duragesic-
Registered Trademark- and Testoderm-Registered Trademark- products.
Under the terms of the agreements between ALZA and the Partnership, the
payments to the Partnership under the license for each TTS Partnership
Product will be reduced (subject to certain limitations) in proportion to
the development costs of the product not funded by the Partnership, but not
below 4% of net sales. In accordance with the agreements, the Partnership
is entitled to receive 4% of net sales of the Duragesic-Registered
Trademark- and Testoderm-Registered Trademark- products.
In August 1990, Duragesic-Registered Trademark- was cleared for marketing
by the FDA for management of severe chronic pain when opioid analgesia is
indicated, such as in the management of cancer pain. ALZA and the
Partnership entered into an agreement
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with Janssen pursuant to which Janssen has rights to market the
Duragesic-Registered Trademark- product in the United States and most
international markets. Janssen launched Duragesic-Registered Trademark-
in the United States during the second quarter of 1991, and in Canada
in April 1992. Janssen has also launched Duragesic-Registered Trademark-
in 14 other countries worldwide. Submissions for marketing clearance are
on file in a number of other countries. During the second quarter of 1994,
ALZA, through its sales and marketing division, ALZA Pharmaceuticals,
began co-promoting Duragesic-Registered Trademark- in the United States
with Janssen.
In October 1993, Testoderm-Registered Trademark- was cleared for marketing
in the United States. The product is a controlled release dosage form of
the male hormone testosterone designed to re-establish in hypogonadal males
the plasma concentrations of testosterone observed in healthy young men.
ALZA, through ALZA Pharmaceuticals, launched the product in the United
States in April 1994. The product is expected to be marketed by one or
more distributors outside the United States. Commercialization Agreements
for Testoderm-Registered Trademark- have been signed with Pharmagenesis,
Inc. covering China, Hong Kong, Macau and Taiwan, and with SciTech Genetics
covering 13 other Asian countries. Initial product launches are expected
in such countries within two years after receipt of necessary regulatory
approvals. In addition, Testoderm-Registered Trademark- has been cleared
for marketing in more than ten European countries.
TTS Partnership Products other than the Duragesic-Registered Trademark- and
Testoderm-Registered Trademark- products were at very early stages of
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development when essentially all of the Partnership's Total Funds were
exhausted. Substantial expenditures would be required if the development
of these products were to be completed and the products commercialized. No
arrangements have been made with development partners for such products and
further activities are not contemplated at this time.
RESULTS OF OPERATIONS
From 1982 through 1987 the Partnership utilized, all of the funds raised at
the time of its formation, primarily to fund product development at ALZA.
Until the introduction of Duragesic-Registered Trademark- in 1991, the
Partnership had been without cash for either operations or distribution
since 1987.
The Partnership earned net income during the first quarter of 1996 of
$1,195,663 as compared to $950,283 for the first quarter of 1995. The
Partnership's royalty income received from ALZA, resulting primarily from
Janssen's reported net sales of Duragesic-Registered Trademark- and ALZA's
sales of Testoderm-Registered Trademark-, was $1,217,549 during the first
quarter of 1996 as compared to $980,728 for the first quarter of 1995. The
increase is due primarily to increased sales of Duragesic-Registered
Trademark-. As stated above, the Partnership does not make
commercialization decisions regarding TTS Partnership Products; therefore,
its potential royalty stream and income are not within the Partnership's
control. The Partnership had interest income of $5,564 for the first
quarter of 1996 as compared to interest income of $3,977 for the first
quarter of 1995. The increase was due to a higher level of cash available
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for investment during the first quarter of 1996 as a result of the royalty
payment received during the quarter.
The Partnership had no research and development expenses during the first
quarter of 1996 and the first quarter of 1995 due to the fact that the
Partnership has expended essentially all of its Total Funds.
General and administrative expenses for the continuing administrative
support required for the Partnership are payable to ALZA under an
administrative services agreement between ALZA and the Partnership.
General and administrative expenses were $27,450 for the first quarter of
1996 as compared to $34,422 for the first quarter of 1995.
In 1994, payments made to ALZA for past administrative services totaled
$135,307. In 1995, payments for administrative services totaled $138,607.
In the first quarter of 1996, payments for administrative services have
totaled $35,426. Between December 1987 (at which time all Partnership
funds had been utilized) and December 1991 (when the Partnership began
receiving royalty revenues on Partnership product sales), the
administrative costs were approximately $20,000 per quarter, totaling
approximately $295,000. ALZA initially agreed that the Partnership could
reimburse these costs to ALZA at a rate of $5.00 per Partnership unit per
quarter out of cash the Partnership received. Accordingly, between
December 30, 1991 and December 30, 1993, the Excess Cash available for the
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Limited Partners' quarterly distributions was reduced by $5.00 per unit to
begin to repay ALZA for these past administrative fees. In 1994, it was
determined that the quarterly $5.00 per unit reduction of Excess Cash was
not sufficient to fully reimburse ALZA for past costs and to pay ongoing
administrative costs. The decision was made to increase the quarterly
reduction of Excess Cash from $5.00 per unit to $10.00 per unit to continue
to repay past as well as to pay current expenses. As of March 31, 1996,
the Partnership still owed ALZA $221,071 for administrative services,
including past administrative expenses.
In January 1994, a suit was filed against ALZA by Cygnus, Inc. ("Cygnus")
in the United States District Court for the Northern District of
California, seeking a declaration of unenforceability and invalidity of an
ALZA patent relating to transdermal administration of fentanyl and alleging
violation of antitrust laws. In April 1995, the District Court granted
ALZA's motion to dismiss the lawsuit. Cygnus has filed an appeal to the
Court of Appeals of the Federal Circuit. If this lawsuit were to result in
the unenforceability of the ALZA patent, Cygnus and others could market
transdermal fentanyl products in competition with the Duragesic-Registered
Trademark- product. The marketing of such products could adversely affect
sales of Duragesic-Registered Trademark-, and therefore the Partnership's
revenues.
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PART II. OTHER INFORMATION
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
27 Financial Data Schedule
(b) Reports on Form 8-K:
None.
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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 thereunto duly authorized.
ALZA TTS Research Partners, Ltd.
(Registrant)
By: ALZA Development Corporation
General Partner
By: /s/ David R. Hoffmann
--------------------------
David R. Hoffmann
President (Chief Executive
Officer), Chief Financial
Officer and Director
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant by its General Partner and in the capacities and on the dates
indicated.
Date: May 13, 1996 By: /s/ David R. Hoffmann
--------------------------
David R. Hoffmann
President (Chief Executive
Officer), Chief Financial
Officer and Director
Date: May 13, 1996 By: /s/ Edward L. Mandell
--------------------------
Edward L. Mandell
Director
Date: May 13, 1996 By: /s/ Bonnie J. Burdett
--------------------------
Bonnie J. Burdett
Director
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Exhibit Index
Exhibit
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27 Financial Data Schedule
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<TABLE> <S> <C>
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<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS INCLUDED IN ITEM 1 OF FORM 10-Q DATED MARCH 31, 1996 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> MAR-31-1996
<CASH> 54
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 54
<CURRENT-LIABILITIES> 221
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> (167)
<TOTAL-LIABILITY-AND-EQUITY> 54
<SALES> 0
<TOTAL-REVENUES> 1223
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 1196
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
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<NET-INCOME> 1196
<EPS-PRIMARY> 0
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</TABLE>
