MEDCO RESEARCH INC
10-Q, 1998-11-12
PHARMACEUTICAL PREPARATIONS
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                              Medco Research, Inc.


                                  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 September 30, 1998.
                                       OR
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 Commission file number 1-9771

                              MEDCO RESEARCH, INC. 
                              -------------------- 
             (Exact name of registrant as specified in its charter)

           Delaware                                          95-3318451
    -------------------------------                          ----------
    (State or other Jurisdiction of                  (I.R.S. Identification No.)
    Employer incorporation or
    organization)

    85 T W Alexander Drive, 
    ----------------------- 
    Research Triangle Park, North Carolina                  27709
    --------------------------------------                  -----
    (Address of principal  executive offices)            (Zip Code)

                                 (919) 549-8117
                                 --------------
              (Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

              Common Stock             American Stock Exchange           
              ------------             -----------------------           
            (Title of Class)  (Name of each exchange on which registered)

Securities registered pursuant to Section 12(g) of the Act:

                                      None

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (b) 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       
    -------       -------

         Indicate the number of shares  outstanding  of common stock,  as of the
latest practical date 10,434,132 as of October 30, 1998.
         Pursuant to the Securities  Exchange Act of 1934 Release 15502 and Rule
240.03 (b), the pages of this  document  have been  numbered  sequentially.  The
total pages contained herein are 14.


<PAGE>
                                                   Medco Research, Inc.
<TABLE>

                                               PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
                                                 Consolidated Balance Sheets
<CAPTION>

                                                                                  September 30,            December 31,
                                                                                       1998                    1997*
                                                                          -------------------------------------------------
   (in thousands, except share data)                                               (Unaudited)
<S>                                                                                       <C>                     <C>   
Assets
Current assets:
   Cash and cash equivalents                                                              $3,927                  $2,726
   Investments held to maturity                                                           17,852                  14,273
   Accounts and notes receivable:
     Royalties                                                                             6,368                   6,004
     Other                                                                                   158                     245
   Accrued interest income                                                                   667                     563
   Prepaid expenses and other                                                                323                     504
                                                                          -------------------------------------------------
         Total current assets                                                             29,295                  24,315
Investments held to maturity                                                              29,598                  23,530
Property and equipment, at cost, net of accumulated depreciation and                                      
   amortization                                                                              191                     244
Patent, trademark and distribution rights, at cost, net of                                                
   accumulated amortization                                                                1,787                   1,524
                                                                          -------------------------------------------------
         Total assets                                                                    $60,871                 $49,613
                                                                          =================================================
Liabilities and stockholders' equity 
Current liabilities:
   Accounts payable and accrued expenses                                                  $1,623                  $2,379
   Accrued royalties                                                                       1,101                   1,301
   Accrued compensation                                                                      318                     476
                                                                          -------------------------------------------------
         Total current liabilities                                                         3,042                   4,156
   Deferred royalty payments                                                                   -                     451
   Other long-term liabilities                                                               200                     350
                                                                          -------------------------------------------------
         Total liabilities                                                                 3,242                   4,957
Stockholders' equity:
   Common stock, no par value,  authorized  40,000,000 
     shares;   shares   issued   of   11,266,332   and
     11,182,832 at September 30, 1998 and December 31,
     1997,   respectively;   shares   outstanding   of
     10,597,332  and  10,513,832 at September 30, 1998
     and December 31, 1997, respectively.                                                 53,384                  52,513
   Accumulated earnings (deficit)                                                         10,921                  (1,181)
   Cost of stock held in treasury, 669,000 shares at 
     September 30, 1998 and December 31, 1997                                             (6,676)                 (6,676)
                                                                          -------------------------------------------------
         Total stockholders' equity                                                       57,629                  44,656
                                                                          -------------------------------------------------
Commitments and contingencies
                                                                          =================================================
         Total liabilities and stockholders' equity                                      $60,871                 $49,613
                                                                          =================================================
See accompanying notes to consolidated financial statements.
*Abstracted from audited year-end financial statements.

                                                             2
<PAGE>
                                               Medco Research, Inc.


                                      Consolidated Statements of Operations
                                                    (Unaudited)
<CAPTION>

                                                   THREE MONTHS ENDED                            NINE MONTHS ENDED
                                         --------------------------------------------------------------------------------------
                                           September 30,         September 30,          September 30,         September 30,
(in thousands, except per share data)           1998                  1997                  1998                  1997
                                         --------------------------------------------------------------------------------------

Royalty revenue                                       $6,426                $5,050               $19,191               $14,217
Royalty expense                                        1,063                   679                 3,246                 2,264
                                         --------------------------------------------------------------------------------------
   Gross margin                                        5,363                 4,371                15,945                11,953
                                         --------------------------------------------------------------------------------------

Operating expenses:
   Research & development costs                        1,379                 1,533                 6,942                 5,204
   General and administrative expenses                   635                   464                 1,832                 1,842
                                         --------------------------------------------------------------------------------------
                                                       2,014                 1,997                 8,774                 7,046
                                         --------------------------------------------------------------------------------------

Operating income                                       3,349                 2,374                 7,171                 4,907

Other income:
   Interest income                                       722                   533                 1,995                 1,531
   Other income                                           --                   390                 4,000                   690
                                         --------------------------------------------------------------------------------------

Income before taxes                                    4,071                 3,297                13,166                 7,128

Provision for income taxes                               362                   133                 1,064                   259
                                         --------------------------------------------------------------------------------------

Net income                                           $ 3,709               $ 3,164              $ 12,102               $ 6,869
                                         ======================================================================================

Basic earnings per share                              $ 0.35                $ 0.30                $ 1.15                $ 0.65
                                         ======================================================================================

Diluted earnings per share                            $ 0.34                $ 0.30                $ 1.11                $ 0.65
                                         ======================================================================================

Weighted average shares outstanding                   10,586                10,489                10,554                10,560
                                         ======================================================================================

Weighted average shares outstanding
   assuming dilution                                  10,982                10,566                10,894                10,591
                                         ======================================================================================


See accompanying notes to consolidated financial statements.

                                                             3
<PAGE>
                                               Medco Research, Inc.


                                  Consolidated Statements of Stockholders' Equity
                                                    (Unaudited)


                     NINE MONTHS ENDED SEPTEMBER 30, 1998


(in thousands, except share data)
<CAPTION>

                                           Common Stock
                               ------------------------------------

                                                                        Accumulated         Cost of Stock
                                    Number of                            earnings              held in
                                      shares         Amount              (deficit)            Treasury             Total
                               -----------------------------------------------------------------------------------------------
Balance at
   December 31, 1997                    10,514           $52,513              $(1,181)            $(6,676)         $44,656
 Stock options
   exercised                                83               871                    -                   -              871

 Net income                                  -                 -               12,102                   -           12,102
                               -----------------------------------------------------------------------------------------------
Balance at
   September 30, 1998                   10,597           $53,384              $10,921             $(6,676)         $57,629
                               ===============================================================================================

See accompanying notes to consolidated financial statements.

                                                               4
<PAGE>
                                               Medco Research, Inc.


                                       Consolidated Statements of Cash Flows
                                                    (Unaudited)
<CAPTION>
                                                                     NINE MONTHS ENDED
                                                     ------------------------------------------------
                                                           September 30,           September 30,
                                                                1998                    1997
                                                     ------------------------------------------------
(in thousands)

Operating activities:
Net income                                                        $12,102                  $ 6,869
Adjustments to reconcile net income to net cash
   provided by (used in) operating activities:
     Depreciation of property and equipment                            72                      109
     Amortization of patent, trademark and
       distribution rights                                            450                      419
     Loss on sale of equipment                                         --                       11
     Net amortization of investment discount                         (276)                     211
     Changes in operating assets and liabilities:
         Accounts receivable                                         (277)                      54
         Prepaid expenses                                            (140)                      13
         Accounts payable and accrued expenses                       (415)                     337
         Accrued royalty expense                                     (199)                    (597)
         Accrued interest income                                     (104)                      (8)
         Deferred asset                                               321                      124
         Deferred revenue                                              --                     (548)
         Deferred royalty payments                                 (1,101)                    (756)
                                                     ------------------------------------------------
Net cash provided by operating activities                         $10,433                   $6,238
                                                     ------------------------------------------------


(Continued)


                                                  5
<PAGE>
                                               Medco Research, Inc.


                                       Consolidated Statements of Cash Flows
                                                    (Unaudited)
<CAPTION>

                                                                    NINE MONTHS ENDED
                                                     ------------------------------------------------
                                                          September 30,           September 30,
                                                               1998                    1997
                                                     ------------------------------------------------
(in thousands)

Investing activities:
Purchase of securities held to maturity                            (34,293)                (17,422)
Maturity of securities held to maturity                             24,922                   7,500
Purchases of property and equipment                                    (19)                    (51)
Proceeds from sales of equipment                                        --                       2
Purchases of patent and license                                       (713)                 (1,732)
                                                     ------------------------------------------------
Net cash used in investing activities                              (10,103)                (11,703)
                                                     ------------------------------------------------

Financing activities:
Net proceeds from exercise of stock options                            871                       --
Purchase of stock held in treasury                                      --                  (2,353)
                                                     ------------------------------------------------
Net cash provided by (used in) financing
   activities                                                          871                  (2,353)
                                                     ------------------------------------------------
Increase (decrease) in cash and cash equivalents                     1,201                  (7,818)
Cash and cash equivalents at beginning of period                     2,726                   9,107
                                                     ------------------------------------------------
Cash and cash equivalents at end of period                          $3,927                  $1,289
                                                     ================================================


See accompanying notes to consolidated financial statements.
</TABLE>

                                                  6
<PAGE>
                              Medco Research, Inc.


              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

General

The  accompanying  interim  financial  statements  have been  prepared  by Medco
Research,  Inc. (the "Company") in accordance with generally accepted accounting
principles.  Certain disclosures and information  normally included in financial
statements  have been condensed or omitted.  In the opinion of the management of
the  Company,  these  financial  statements  contain all  adjustments  (all of a
recurring  nature) necessary for a fair presentation for the interim periods and
are prepared on a basis  consistent  with the  Company's  Annual  Report on Form
10-K.  These  statements  should  be  read in  conjunction  with  the  financial
statements  and notes  included in the Company's  Annual Report on Form 10-K for
the year ended December 31, 1997.

Cash and Cash Equivalents

The Company  considers  all highly liquid  investments  with a maturity of three
months or less when purchased to be cash equivalents.

Adoption of New Accounting Pronouncements

The  Company  adopted  Statement  of  Financial  Accounting  Standards  No.  130
"Reporting  Comprehensive  Income"  ("SFAS No.  130") for its fiscal year ending
December  31,  1998.  SFAS No.  130  requires  the  Company to display an amount
representing  the total  comprehensive  income  for the  period  in a  financial
statement  which  is  displayed  with  the same  prominence  as other  financial
statements. The Company has no items of other comprehensive income in any period
presented and therefore is not required to report comprehensive income.

Earnings per Share

The Company adopted Statement of Financial  Accounting  Standards No. 128 ("SFAS
No. 128"),  "Earnings Per Share," on December 31, 1997.  Under SFAS No. 128, the
Company is required to report both basic and diluted  earnings per share.  Basic
earnings  per share is  computed  using the  weighted  average  number of common
shares outstanding during a period. Diluted earnings per share is computed using
the  weighted  average  number  of  common  shares  and  dilutive  common  share
equivalents,  primarily stock options,  outstanding  during a period.  All prior
period data has been restated to conform to the provisions of SFAS No. 128.

The net income used for both basic and  dilutive  earnings per share for each of
the periods ended  September 30, 1998 and 1997 was the same.  The following is a
reconciliation  of the weighted average number of common shares and common share
equivalents used to determine diluted earnings per share for each of the periods
ended September 30, 1998 and 1997:

                                       8
<PAGE>
                              Medco Research, Inc.
<TABLE>
<CAPTION>
                                                                       Three Months                 Nine Months
                                                                    Ended September 30,          Ended September 30,
                                                             -------------- ---------------- -------------- ----------------
                                                                   1998            1997            1998            1997
                                                             -------------- ---------------- -------------- ----------------

     <S>                                                          <C>              <C>            <C>              <C>   
     Basic-weighted average shares outstanding                    10,586           10,489         10,554           10,560

     Net effect of dilutive stock options
           based on treasury stock method                            396               77            340               31
                                                             ============== ================ ============== ================

     Weighted average shares assuming dilution                    10,982           10,566         10,894           10,591
                                                             ============== ================ ============== ================
</TABLE>

Equity

The  Company  adopted  a  Shareholder  Rights  Plan on April 2,  1998.  The plan
provides for a dividend  distribution of rights to purchase shares of the common
stock of the Company, exercisable upon the occurrence of certain events.

Patents

On March 30, 1998, Fujisawa USA, Inc. secured additional  intellectual  property
rights for intravenous adenosine in cardiac imaging and its potential new use as
a  cardioprotectant  in various acute  ischemic  settings.  The Company paid and
capitalized its 50% share of a one-time  up-front fee and will amortize this fee
over the life of the patents. The Company is also obligated to pay its 50% share
of an Adenoscan royalty to this third party.

Contingency

There are no material legal proceedings pending against the Company. However, on
October 3, 1997,  Richard  A.  Wilson,  Debra A.  Angello,  and Paul S.  Angello
("Plaintiffs")  filed a  complaint  against  Fujisawa,  USA,  Inc. in the United
States  District  Court,  District of Oregon,  alleging that  Fujisawa's sale of
Adenoscan in the United States induces,  or contributes to, the  infringement of
plaintiffs' U.S. Patent No.  4,824,660 ("the `660 patent"),  entitled "Method of
Determining  the  Viability  of Tissue in an Organism"  which the Patent  Office
issued on April 25, 1989.  According  to  plaintiffs,  the `660 patent  claims a
specific  technique for more reliably  locating  viable or nonviable  regions of
heart tissue,  namely using an adenosine  triphosphate  repleting  agent such as
ribose or adenosine as an adjunct to radioactive  isotope  (e.g.,  thallium-201)
myocardial  perfusion  scintigraphy,  where regions of heart tissue in which the
scan images show no  radioactivity  indicate  the  presence of  nonviable  heart
tissue. In its Answer and Counterclaim, Fujisawa denied that it infringed any of
the claims of the `660  patent and  alleged  that the `660  patent was  invalid.
Fujisawa further alleged that  plaintiffs'  claims of patent  infringement  were
barred by the doctrines of laches and estoppel.  In its  Counterclaim,  Fujisawa
requested a declaratory judgment that it did not infringe the claims of the `660
patent and that such patent is invalid.

This action is in the  discovery  stage.  Fujisawa  has advised the Company that
Fujisawa intends to vigorously  defend this action and believes it has no merit.
Under the terms of its Adenoscan exclusive license agreement with Fujisawa,  the
Company will reimburse Fujisawa for 50% of the cost of defending this action.

The Company  also  believes  the action has no merit.  The Company has long been
aware of the `660 patent,  and as part of its normal  operating  procedures  the
Company has received the written  opinions of separate  patent  counsel that the
manufacture  and  sale of  Adenoscan  for use in  myocardial  imaging  does  not
infringe any valid claim of the `660 patent.  The Company  disclosed its receipt
of its patent counsel non-infringement opinion in its 1993 Form 10-K Report.


Item 2. Management's Discussion and Analysis of Financial Condition and Results
        of Operations

RESULTS OF OPERATIONS

Third Quarter and Nine Months of 1998 Compared to Third Quarter and Nine Months
 of 1997

Net Revenues.  The Company's third quarter and first nine months of 1998 royalty
revenues increased from $5.050 million and $14.217 million to $6.426 million and
$19.191 million, an increase of 27% and 35%, respectively, due to continued year
over year increases in unit sales of Adenoscan by Fujisawa,  the Company's North
American  licensee.  Substantially  all of the royalty revenue of the Company is
generated by Fujisawa Healthcare, Inc. from its sales of Adenoscan and Adenocard
in the United States and Canada.


Gross Margin.  The  Company's  third quarter and first nine months of 1998 gross
margin from adenosine revenues increased from $4.371 million and $11.953 million
to $5.363 million and $15.945 million, an increase of 23% and 33%, respectively,
due to the shift in the product sales mix to Adenoscan.  Royalty expense for the
third quarter and first nine months from  adenosine  sales  increased from $.679
million and $2.264 million to $1.063 million and $3.246 million,  an increase of
57% and 43%, respectively, due to the payment of an Adenoscan royalty to a third
party relating to the procurement of additional intellectual property rights for
intravenous adenosine.


Operating  Expenses.  The Company's  third quarter and first nine months of 1998
total  operating  expenses  increased  from $1.997 million and $7.046 million to
$2.014  million and $8.774  million,  an  increase of 1% and 25%,  respectively.
Research and development expenditures were $1.379 million and $6.942 million for
the third quarter and first nine months,  a decrease of 10% and increase of 33%,
respectively, compared to the prior year periods. The 33% increase for the first
nine months of 1998 was a result of the one-time charge of $2.361 million in the
second quarter pertaining to the purchase of Fujisawa's commercialization rights
and related  intellectual  properties  for the  cardioprotection  application of
intravenous adenosine. General and administrative expenditures for third quarter
and the first nine  months of 1998 were $.635  million  and $1.832  million,  an
increase  of 37% and  decrease of 1%,  respectively,  compared to the prior year
periods.  The 37%  increase  for the  third  quarter  of 1998 was a result  of a
one-time tax refund  received in the third  quarter of 1997 and higher  investor
relations expenditures in the third quarter of 1998.



                                        9
<PAGE>
                              Medco Research, Inc.


Other  Income . Interest  income for third  quarter and the first nine months of
1998 increased 35% and 30% over the comparable  periods of 1997 primarily due to
higher investment balances. Other income for the third quarter of 1998 decreased
$.390 million versus prior year.  Other income for the first nine months of 1998
increased  to $4 million as compared to $.690  million in the same period of the
prior year as a result of the  recognition  of a $4 million  fee  received  from
Fujisawa  Healthcare,  Inc.  in  consideration  for the  transfer  of NDA's  and
manufacturing rights for Adenocard and Adenoscan to Fujisawa Healthcare, Inc.

Earnings  Per Share.  In the third  quarter and first nine  months of 1998,  the
Company had net income of $3.709 million and $12.102  million or $0.34 and $1.11
diluted  earnings  per share  compared to $3.164  million and $6.869  million or
$0.30 and $0.65  diluted  earnings  per share for the same  prior  year  period.
Weighted  average  common shares and common share  equivalents  outstanding  for
third  quarter and the first nine months of 1998 were 10.982  million and 10.894
million,  respectively,  versus  10.566  million  and  10.591  million  for  the
comparable periods of the prior year.

FINANCIAL CONDITION

As of September 30, 1998, the Company had total cash and  investments of $51.377
million,  made up of $3.927  million of cash and cash  equivalents  and  $47.450
million of  investments  in U.S.  Treasury  Notes,  debt  securities  of various
federal governmental agencies,  and high quality corporate debt securities.  The
Company's working capital as of September 30, 1998 was $26.253 million, compared
to $20.159 million as of December 31, 1997.

Included in liabilities at September 30, 1998 is a current accrued  liability of
$.350  million  relating  to the  balance of the  Company's  guaranteed  royalty
obligation  to  Abbott  Laboratories  pursuant  to the  terms  of the  Company's
settlement of litigation  relating to the  manufacturing and marketing rights to
Adenoscan.  The Company expects the remaining  guaranteed  royalty obligation to
Abbott Laboratories to be paid by the fourth quarter of 1998.

The actual  income tax  expense  for the third  quarter  1998  differs  from the
"expected" amount (computed by applying the statutory federal income tax rate of
34% to the earnings before income taxes) due to the utilization of net operating
loss carryforwards and research and development credit carryforwards for which a
full valuation allowance was previously recorded.

The Company recognized a full valuation allowance for its estimated deferred tax
asset  at  September  30,  1998 due to the  uncertainty  surrounding  timing  of
partnering arrangements and the uncertainty surrounding the ultimate cost of the
research,  clinical trials and other development of pharmaceutical products that
potentially could adversely affect future operations and profit levels.

The Company will not generate  revenues from its other products unless and until
it or its licensees  receive  marketing  clearance from the FDA and  appropriate
governmental agencies in other countries.  The Company cannot predict the timing
of any potential marketing clearance nor can assurances be given that the FDA or
such agencies will approve any of the Company's products.  For the near term the
Company expects to receive  substantially all of its royalty revenues from sales
of its products in the U.S. by Fujisawa USA.


                                       10
<PAGE>
                              Medco Research, Inc.


IMPACT OF INFLATION

Although  it is  difficult  to  predict  the  impact of  inflation  on costs and
revenues of the Company in connection with the Company's  products,  the Company
does not anticipate that inflation will materially impact its costs of operation
or the profitability of its products when marketed.

IMPACT OF YEAR 2000

Readiness
The Year 2000  ("Y2K")  issue  results  from  programmers  using  two  digits to
indicate the century  value in date  fields.  This  affects  older  software and
embedded  systems.  The team that the Company assembled to address the Y2K issue
brings to bear knowledge from all areas of the Company.

The Team has  categorized  the Y2K issue into  three  parts:  internal  business
systems software; internal non-business  software/embedded systems; and external
vendors. The Company's reliance on an outsourcing  philosophy,  which encourages
the use of partnering  agreements with third parties to accomplish many business
functions,  eases the Y2K issue as the Company  does not have a large  number of
internal business systems applications or embedded systems.  However, given that
the Company  receives  substantially  all of its royalty  revenues from Fujisawa
Healthcare,  Inc.,  the Y2K  issue  is still a threat  and is being  given  full
attention by the Company  especially  in  assessing  the  Company's  third party
relationships.

Internal Business Systems
The  Company  does not  rely on  custom  developed  solutions  for its  business
systems.  The software that it uses is mass-produced  and has been  inventoried.
The  providers  have  advised  the Company  that it has been made Y2K  compliant
through normal manufacturer  upgrades and updates to the software.  Accordingly,
all  software  is either Y2K  compliant  or is due to be  replaced in the normal
course of business by January 1, 1999.

Internal Non-Business Software/Embedded Systems
All internal  non-business  software and embedded systems have been inventoried.
The  providers  have been queried  regarding  Y2K  compliance.  At this time all
software  and  systems  are either Y2K  compliant  or due to be  replaced in the
normal course of business by January 1, 1999.

External Vendors 
The  Company  is in  the  process  of  submitting  questionnaires  to all of the
Company's  third  party  vendors,   including   without   limitation,   Fujisawa
Healthcare,  Inc.,  the Company's  licensees and clinical  research  partners of
their Y2K  compliance.  The Company  expects to have  completed this phase along
with assessing risks relating to third party relationships by April 1, 1999.

Costs
The costs of  addressing  the Y2K issue are not  expected  to be material to the
operation of the Company.  The costs of software  and hardware  inventories  are
currently  being  absorbed  in  the  normal  course  of  business.  The  Company
anticipates  incurring  less than $2,000 for mailing  and  reviewing  Y2K status
reports for external vendors. The costs anticipated by the Company to replace or
upgrade software or hardware are not being accelerated due to Y2K compliance.



                                       11
<PAGE>
                              Medco Research, Inc.


Risks
At this stage of its assessment, the Company does not anticipate that Y2K issues
will  materially   impact  any  of  its  operations,   including   research  and
development,  manufacturing,  supply and distribution and financial control. All
internal  systems are  expected  to be  operational  at the Century  Date Change
(CDC).  However,  due to the large number of the  Company's  vendors  (including
utility companies and governmental bodies) and their reliance, in turn, on other
vendors (including hospitals and distributors),  it is impossible for the impact
of the CDC to be fully  known.  The Company is unable to  determine at this time
whether it will be materially  impacted by unknown  factors beyond the Company's
control affecting third parties or their vendors including royalties the Company
receives  from Fujisawa  Healthcare,  Inc. The Company's Y2K plan is expected to
significantly reduce the Company's level of uncertainty about Y2K issues and, in
particular,  about Y2K  compliance  and readiness of its material  vendors.  The
Company  believes  that,  with  the  completion  of the Plan as  scheduled,  the
possibility of significant interruptions of normal operations should be reduced.

Contingency Plans
Contingency  plans  will be  developed  on a  vendor-by-vendor  basis if  deemed
necessary  following the Company's  assessment of (1) the vendors' Y2K readiness
and (2) the risk of business interruption to the Company. The Company expects to
have any such plans in place by June 1, 1999.

Disclaimer
The discussion of the Company's efforts and management's  expectations  relating
to the Year  2000 are  forward-looking  statements.  The  Company's  ability  to
achieve Y2K  compliance,  to verify external  vendors' Y2K  compliance,  and the
costs  associated  with those  activities are subject to change as the Company's
Y2K plan is  implemented.  Completion  of the plan is dependent on the Company's
ability to discover and correct the potential Y2K sensitive problems which could
have a serious  impact on  operations  and the ability of third party vendors to
bring their systems into Y2K compliance.

CAUTIONARY STATEMENT

The Company operates in a highly competitive  environment that involves a number
of  risks,  some of which  are  beyond  the  Company's  control.  The  following
statement highlights some of these risks.

Statements  contained  in  Management's  Discussion  and  Analysis of  Financial
Conditions and Results of Operations  which are not historical facts are forward
looking  statements under the safe harbor  provisions of the Private  Securities
Litigation  Reform Act of 1995.  Although the Company  believes the expectations
reflected  in  such  forward   looking   statements   are  based  on  reasonable
assumptions,  it can give no assurance that its  expectations  will be attained.
Forward looking  statements involve known and unknown risks that could cause the
Company's  actual results to differ  materially from expected  results.  Factors
that  could  cause  actual  results  to  differ  materially  from the  Company's
expectations  include,  among  others,  the  high  cost and  uncertainty  of the
research,   clinical   trials  and  other   development   activities   involving
pharmaceutical  products;  the  unpredictability  of the duration and results of
regulatory  review of New Drug  Applications;  the  possible  impairment  of, or
inability to obtain, intellectual property rights and the cost of obtaining such
rights from third parties;  intense  competition;  the uncertainty of obtaining,
and the  Company's  dependence  on, third  parties to  manufacture  and sell its
products;  results  of  pending  or future  litigation  and other  risk  factors
detailed from time to time in the Company's  Securities and Exchange  Commission
filings.


                                       12
<PAGE>
                              Medco Research, Inc.


                           Part II: OTHER INFORMATION

Item 1.  Legal Proceedings

Incorporated  herein by reference is the  contingency  described in the Notes to
the Financial Statements set forth in Item 1 of Part I of this Report, set forth
on pages 8 and 9 hereof.



Item 6.  Exhibits and Reports on Form 8-K

                  a.       Exhibits:
                           None.

                  b.       Reports on Form 8-K:
                           None.




                                       13
<PAGE>
                              Medco Research, Inc.

                                   SIGNATURES


Pursuant to 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.



                                            Medco Research, Inc.



Date: November 9, 1998              By:     /s/ Roger D. Blevins
- ----------------------                      ------------------------------
                                            Roger D. Blevins, Pharm.D.
                                            President and
                                            Chief Executive Officer




Date: November 9, 1998              By:      /s/ Glenn C. Andrews
- ----------------------                      ------------------------------
                                            Glenn C. Andrews
                                            Chief Financial Officer




Date: November 9, 1998              By:      /s/ Adam C. Derbyshire
- ----------------------                      ------------------------------
                                            Adam C. Derbyshire
                                            Corporate Controller



                                       14

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