MEDCO RESEARCH INC
10-Q, 1999-11-12
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, 1999
                                       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)

       7001 Weston Parkway, Suite 300,
       Cary, North Carolina                                27513
       ----------------------------                        -----
       (Address of principal executive offices)          (Zip Code)

                                 (919) 653-7001
                                 --------------
              (Registrant's telephone number, including area code)

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

Common Stock together with associated
     Common Stock Purchase Rights               New York 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 10,473,295 as of October 29, 1999.

         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.

                                       1
<PAGE>
                                                        Medco Research, Inc.

<TABLE>
                                                   PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
                                                     Consolidated Balance Sheets
<CAPTION>
                                                                                         September 30,                December 31,
                                                                                              1999                        1998*
                                                                                  --------------------------------------------------
   (in thousands except share data)                                                       (Unaudited)
<S>                                                                                            <C>                         <C>
Assets
Current assets:
   Cash and cash equivalents                                                                   $ 4,407                     $ 4,742
   Investments held to maturity                                                                 18,508                      21,434
   Accounts and notes receivable:
     Royalties                                                                                   9,699                       8,349
     Other                                                                                          72                          85
   Accrued interest income                                                                         885                         578
   Prepaid expenses and other                                                                      591                         243
   Deferred tax asset - current portion                                                            458                         458
                                                                                  --------------------------------------------------
Total current assets                                                                            34,620                      35,889
Investments held to maturity                                                                    32,162                      25,074
Property and equipment, at cost, net of accumulated depreciation and
   amortization                                                                                    607                         465
Patent, trademark and distribution rights, at cost, net of accumulated
   amortization                                                                                  1,166                       1,629
Deferred tax asset                                                                               1,228                       1,228
                                                                                  --------------------------------------------------
Total assets                                                                                   $69,783                     $64,285
                                                                                  ==================================================
Liabilities and stockholders' equity
Current liabilities:
   Accounts payable and accrued expenses                                                        $3,013                      $3,401
   Accrued royalties                                                                             1,916                       2,166
   Accrued compensation                                                                            348                         509
                                                                                  --------------------------------------------------
Total current liabilities                                                                        5,277                       6,076
   Other long-term liabilities                                                                       -                         150
                                                                                  --------------------------------------------------
Total liabilities                                                                                5,277                       6,226
Stockholders' equity,
   Common stock, no par value,  authorized  40,000,000 shares;  shares issued of
     11,427,595  and  11,298,732  at  September  30, 1999 and December 31, 1998,
     respectively;  shares outstanding of 10,353,295 and 10,409,332 at September
     30, 1999 and December 31, 1998, respectively                                               55,288                      53,806
   Retained earnings                                                                            24,482                      15,061
   Cost of stock held in treasury, 1,074,300 and 889,400 shares at September
     30, 1999 and December 31, 1998, respectively                                              (15,264)                    (10,808)
                                                                                  --------------------------------------------------
Total stockholders' equity                                                                      64,506                      58,059
                                                                                  --------------------------------------------------
Commitments and contingencies
                                                                                  --------------------------------------------------
Total liabilities and stockholders' equity                                                     $69,783                     $64,285
                                                                                  ==================================================
See accompanying notes to consolidated financial statements.
*Abstracted from audited year-end financial statements.
</TABLE>

                                                                 2
<PAGE>
<TABLE>
                                                        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)                     1999                  1998                  1999                  1998
                                           ----------------------------------------------------------------------------------------
<S>                                                      <C>                   <C>                   <C>                   <C>
Royalty revenue                                          $ 9,210               $ 6,426               $25,713               $19,191
Royalty expense                                            1,810                 1,063                 4,718                 3,246
                                           ----------------------------------------------------------------------------------------
   Gross margin                                            7,400                 5,363                20,995                15,945
                                           ----------------------------------------------------------------------------------------

Operating expenses:
   Research & development costs                            2,484                 1,379                 6,836                 6,942
   General and administrative expenses                       701                   635                 2,232                 1,832
                                           ----------------------------------------------------------------------------------------
                                                           3,185                 2,014                 9,068                 8,774
                                           ----------------------------------------------------------------------------------------

Operating income                                           4,215                 3,349                11,927                 7,171

Other income:
   Interest income                                           778                   722                 2,249                 1,995
   Other income                                                -                     -                     -                 4,000
                                           ----------------------------------------------------------------------------------------

Income before taxes                                        4,993                 4,071                14,176                13,166

Provision for income taxes                                 1,675                   362                 4,755                 1,064
                                           ----------------------------------------------------------------------------------------

Net income                                               $ 3,318               $ 3,709               $ 9,421               $12,102
                                           ========================================================================================

Basic earnings per share                                  $ 0.32                $ 0.35                $ 0.91                $ 1.15
                                           ========================================================================================

Diluted earnings per share                                $ 0.31                $ 0.34                $ 0.88                $ 1.11
                                           ========================================================================================

Weighted average shares outstanding                       10,347                10,586                10,347                10,554
                                           ========================================================================================


Net effect of dilutive stock options
   based on treasury stock method
   using average market price                                411                   396                   400                   340
                                           ========================================================================================

Weighted average shares outstanding
   Assuming dilution                                      10,758                10,982                10,747                10,894
                                           ========================================================================================

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

                                                                 3
<PAGE>
<TABLE>
                                                     Medco Research, Inc.

                                        Consolidated Statements of Stockholders' Equity
                                                          (Unaudited)


                                             NINE MONTHS ENDED SEPTEMBER 30, 1999


(in thousands)
<CAPTION>
                                            Common Stock
                                 ----------------------------------
                                                                                               Cost of
                                       Number of                           Retained            stock held
                                         shares        Amount              Earnings            in treasury           Total
                                 ---------------------------------------------------------------------------------------------
<S>                                      <C>             <C>                 <C>                <C>                 <C>
Balance at
   December 31, 1998                     10,409          $53,806             $15,061            $(10,808)           $58,059

 Stock options
   exercised                                 89              942                   -                   -                942

 Stock warrants
   exercised                                 40              540                   -                   -                540

 Purchase of stock held
   in treasury                             (185)               -                   -              (4,456)            (4,456)

 Net income                                   -                -               9,421                   -              9,421
                                 ---------------------------------------------------------------------------------------------
Balance at
    September 30, 1999                   10,353          $55,288             $24,482            $(15,264)           $64,506
                                 =============================================================================================
</TABLE>

See accompanying notes to consolidated financial statements.

                                                               5
<PAGE>
<TABLE>
                                             Medco Research, Inc.

                                    Consolidated Statements of Cash Flows
                                                 (Unaudited)

<CAPTION>
                                                                                NINE MONTHS ENDED
                                                                 -----------------------------------------------
                                                                      September 30,           September 30,
                                                                            1999                   1998
                                                                 -----------------------------------------------
(in thousands)
<S>                                                                         <C>                   <C>
Operating activities:
Net income                                                                  $9,421                $12,102
Adjustments to reconcile net income to net cash provided
   by operating activities:
     Depreciation of property and equipment                                    150                     72
     Amortization of patent, trademark and distribution
       rights                                                                  463                    450
     Net amortization of investment discount                                    (9)                  (276)
     Changes in operating assets and liabilities:
         Accounts receivable                                                (1,337)                  (277)
         Prepaid expenses                                                     (348)                  (140)
         Accounts payable and accrued expenses                                (699)                  (415)
         Accrued royalty expense                                              (250)                  (199)
         Accrued interest income                                              (307)                  (104)
         Deferred tax asset                                                      -                    321
         Deferred royalty payments                                               -                 (1,101)
                                                             -----------------------------------------------

Net cash provided by operating activities                                   $7,084                $10,433
                                                             -----------------------------------------------

</TABLE>

(Continued)

                                                      6
<PAGE>
<TABLE>
                                                Medco Research, Inc.

                                       Consolidated Statements of Cash Flows
                                                    (Unaudited)

<CAPTION>

                                                                            NINE MONTHS ENDED
                                                             -----------------------------------------------
                                                                  September 30,           September 30,
                                                                       1999                   1998
                                                             -----------------------------------------------
(in thousands)
<S>                                                                        <C>                    <C>
Investing activities:
Purchase of investments held to maturity                                   (21,153)               (34,293)
Maturity of investments held to maturity                                    17,000                 24,922
Purchases of property and equipment                                           (292)                   (19)
Purchases of patents                                                             -                   (713)
                                                             -----------------------------------------------
Net cash (used in) investing activities                                     (4,445)               (10,103)
                                                             -----------------------------------------------

Financing activities:
Proceeds from exercise of options                                              942                    871
Proceeds from exercise of warrants                                             540                      -
Purchase of stock held in treasury                                          (4,456)                     -
                                                             -----------------------------------------------
Net cash provided by (used in) financing activities                         (2,974)                   871
                                                             -----------------------------------------------
Increase (decrease) in cash and cash equivalents                              (335)                 1,201
Cash and cash equivalents at beginning of period                             4,742                  2,726
                                                             -----------------------------------------------

Cash and cash equivalents at end of period                                  $4,407                 $3,927
                                                             ===============================================
</TABLE>

See accompanying notes to consolidated financial statements.

                                                      7
<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.
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, 1998.

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.

The Company  will adopt  Statement  of Financial  Accounting  Standards  No. 133
"Accounting for Derivative  Investments and Hedging Activities" ("SFAS No. 133")
for its fiscal year ending  December 31, 2000.  SFAS No. 133  establishes  a new
model for accounting for derivatives  and hedging  activities and supersedes and
amends a number of existing  standards.  The adoption of this  pronouncement  is
expected to have no impact on the  Company's  results of operations or financial
condition.

Contracts

In May 1999, the Company  terminated a Clinical Study  Agreement with ClinTrials
Research,  Inc. The parties are in the process of negotiating  the amount of the
final  payment,  if any, due to ClinTrials  Research  under the  agreement.  The
Company has accrued its best estimate of the amount of any such  possible  final
payment at  September  30, 1999 and does not believe  that any payment  required
will have a material  adverse  affect on its  financial  condition or results of
operations.



                                       8
<PAGE>
                              Medco Research, Inc.


Contingency

There are no 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. ("Fujisawa") 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.

This action has been  settled.  The  plaintiffs  granted  Fujisawa a world-wide,
exclusive,  paid-up  license for the use of  adenosine  under the `600 patent in
consideration  for Fujisawa's  agreement to pay fixed  sub-license fees over the
seven year remaining life of the`660 patent.  Fujisawa  sub-licensed the Company
under the `660 patent and the Company  agreed to pay Fujisawa  sub-license  fees
equal to 50%, or an aggregate of $2.25 million, of the `660 patent license fees.
The Company  does not believe  that payment of these fees will have any material
effect on its financial condition or results of operations. The `660 license and
sub-license are royalty-free.


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


RESULTS OF OPERATIONS

Third Quarter and Nine Months of 1999 Compared to Third Quarter and Nine Months
of 1998

Net Revenues.  The Company's third quarter and first nine months of 1999 royalty
revenues increased to $9.210 million and $25.713 million from $6.426 million and
$19.191 million, an increase of 43% and 34% respectively,  due to year-over-year
increases in unit sales of Adenoscan and Adenocard by Fujisawa Healthcare,  Inc.
("Fujisawa"),  the Company's North American  licensee.  Substantially all of the
royalty  revenue  of the  Company is  generated  by  Fujisawa  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 1999 gross
margin from adenosine  revenues  increased to $7.400 million and $20.995 million
from  $5.363  million  and  $15.945   million,   an  increase  of  38%  and  32%
respectively,  due to an increase in the Company's  third quarter and first nine
months of 1999 royalty revenues of 43% and 34% respectively. Royalty expense for
the third quarter and first nine months from adenosine sales increased to $1.810
million and $4.718 million from $1.063 million and $3.246  million,  an increase
of 70% and 45%  respectively,  primarily  due to a 99% increase in third quarter
1999 net sales of  Adenocard,  a drug for which the  Company  pays a royalty  of
12.5% of net sales to the University of Virginia Alumni Patents Foundation.

Operating  Expenses.  The Company's  third quarter and first nine months of 1999
total  operating  expenses  increased to $3.185  million and $9.068 million from
$2.014  million and $8.774  million,  an  increase  of 58% and 3%  respectively.
Research and  development  ("R&D")  expenditures  for the third  quarter of 1999
increased  to $2.484  million  from $1.379  million in 1998,  an increase of 80%
related  to the  initiation  of  AMISTAD  II,  a  phase  III  study  to  further
investigate the safety and efficacy of PallacorTM,  as well as the completion of
a phase I study and the  initiation of a phase II study of MRE0470,  a selective
coronary  vasodilator during myocardial perfusion imaging procedures to diagnose
coronary  artery  disease.  R&D  expenditures  for the first nine months of 1999
decreased to $6.836  million from $6.942  million in 1998, a decrease of 2%, due


                                       9
<PAGE>
                              Medco Research, Inc.


to a one-time  charge of $2.361 million to R&D in the second quarter of 1998 for
the purchase of  Fujisawa's  commercialization  rights and related  intellectual
properties for the cardioprotection  application of intravenous adenosine offset
by increased  expenditures  in 1999 related to the  initiation of AMISTAD II, as
well as the initiation and completion of a phase I study and the initiation of a
phase II study of MRE0470.  General and  administrative  expenditures  for third
quarter and the first nine months of 1999  increased to $.701 million and $2.232
million  from $.635  million  and $1.832  million,  an  increase of 10% and 22%,
primarily  due to an  increase  in expenses  in third  quarter  1999  related to
investor relations and the Company's move to new office space in December 1998.

Other  Income.  Interest  income for the third  quarter and first nine months of
1999 increased 8% and 13% over the  comparable  periods in 1998 primarily due to
higher  investment  balances.  Other  income for the first  nine  months of 1999
decreased  $4  million  as a result of the  Company's  receipt  of a $4  million
payment in second quarter 1998 from Fujisawa for the assistance  provided by the
Company to Fujisawa in connection with the contract  manufacturing  of Adenoscan
and  Adenocard by a third party and the transfer of the  Adenoscan and Adenocard
NDAs to Fujisawa.

Provision For Income Taxes. The Company  recognized tax expense at a rate of 34%
during the third  quarter  and first nine months of 1999 versus 9% and 8% in the
third  quarter and first nine  months of 1998 as a result of the  Company  fully
utilizing its income tax net operating loss  carryforward  in the fourth quarter
of 1998.

Earnings  Per Share.  In the third  quarter and first nine  months of 1999,  the
Company had net income of $3.318  million and $9.421  million or $0.31 and $0.88
diluted  earnings per share  compared to $3.709  million and $12.102  million or
$0.34 and $1.11  diluted  earnings per share for the year earlier  period.  This
apparent decline in earnings is due to the  non-recurring  increase in income in
the second  quarter of 1998 of $1.639  million and the Company  recognizing  tax
expense at a rate of 34% during the third  quarter and first nine months of 1999
versus 9% and 8% in the third  quarter and first nine months of 1998 as a result
of the Company fully utilizing its income tax net operating loss carryforward in
the fourth  quarter of 1998. On a pro forma basis,  excluding the  non-recurring
increase in income and  assuming  that the Company  had fully  utilized  its net
operating loss carryforward prior to the first quarter of 1998, diluted earnings
per share for the third  quarter  and first nine  months of 1998 would have been
$0.25 and $0.70  respectively.  Third quarter and first nine months earnings per
share  increased  24% and 26%,  respectively,  compared to the third quarter and
first nine months of 1998 on a pro forma basis.  Weighted  average common shares
and common share  equivalents  outstanding  for third quarter and the first nine
months of 1999 were 10.758  million  and 10.747  million,  respectively,  versus
10.982 million and 10.894 million for the comparable periods of the prior year.


                                       10
<PAGE>
                              Medco Research, Inc.


LIQUIDITY AND CAPITAL RESOURCES

As of September 30, 1999, the Company had total cash and  investments of $55.077
million  made up of $4.407  million  of cash and cash  equivalents  and  $50.670
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, 1999 was $29.343 million, compared
to $29.813 million as of December 31, 1998.

The  Company  will not  generate  revenues,  other than  license  and  milestone
payments,  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.


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 only two digits to
indicate the century,  decade and year in date fields.  This  generally  affects
older software and embedded  systems of the Company and third parties with which
it does business,  thereby threatening operations and the existence and validity
of data. The team that the Company  assembled to address the Y2K issue brings to
bear  knowledge  from all areas of the Company and helps  minimize the potential
impact to the Company.

The Company 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,
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.



                                       11
<PAGE>
                              Medco Research, Inc.


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 and hardware is Y2K compliant.

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 Y2K compliant.

External Vendors
- ----------------
A database has been  established  to track  progress the  Company's  vendors are
making in becoming Y2K compliant. The Company has closely monitored the progress
and  potential  impact of  vendors  that may fail to  become  Y2K  compliant  by
year-end  1999.  The Company has submitted  questionnaires  to its licensees and
material vendors, including Fujisawa, relative to their Y2K compliance. To date,
Fujisawa  represents  that it has completed  replacement  of  non-compliant  web
server  equipment and operating  systems and  installation of a compliant system
for trading with outside  customers.  Fujisawa has completed  replacement of its
servers and upgrade of its operating systems including  business system hardware
and software.  Fujisawa has completed all server upgrades,  migration of all its
R&D applications and upgrade of its telephone  switch.  Fujisawa  represented it
would  complete  testing of its R&D  applications  and  rollover  testing of its
corporate business  applications by October 1999, and continues to apply all Y2K
Microsoft  patches to its laptop and desktop PCs. The Company has  completed all
of its  assessment of Y2K risks  relative to its outside  vendors.  Planning for
contingencies  relating to third party  relationships  has also been  completed;
however,  depending on factors beyond the Company's  control that may affect the
Y2K readiness of its vendors, additional planning may be necessary.

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 has
incurred  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.  These
costs totaled approximately $36,000 at September 30, 1999.

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.  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.



                                       12
<PAGE>
                              Medco Research, Inc.


Contingency Plans
- -----------------
Contingency  plans have been put in place  relative  to the  Company's  material
vendors,  banking  operations  and  governmental  bodies.  Such  plans have been
reviewed and updated  based on  information  received  from vendors on their Y2K
readiness.  The Company's  contingency planning takes into account the fact that
the Company's  agreements  obligate  Fujisawa to maintain six months of finished
product and six months of work-in-process inventories of Adenocard and Adenoscan
based on orders  received.  In addition,  in the event  Fujisawa  cannot fulfill
orders for such drugs on a timely basis consistent with U.S.  industry  practice
for any period in excess of 30  calendar  days,  Fujisawa  is  obligated  to pay
royalties to the Company during such "outage" periods based on the average daily
net sales of the drug  during the prior  twelve  months,  except if such  outage
results from force majeure events.

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 or may
constitute  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 Company's ability to fund its activities internally
or through  additional  financing,  if necessary;  the  unpredictability  of the
duration  and  results  of  regulatory  review  of  New  Drug  Applications  and
Investigational 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;


                                       13
<PAGE>
                              Medco Research, Inc.


results of pending or future  litigation  and other risk factors  detailed  from
time to time in the Company's  Securities and Exchange Commission  filings.  The
Company does not undertake any  obligation to release  publicly any revisions to
these  statements  to reflect  later events or  circumstances  or to reflect the
occurrence of unanticipated events.




                           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 7 and 8 hereof.


Item 6.  Exhibits and Reports on Form 8-K

                  a.       Exhibits:
                           None.

                  b.       Reports on Form 8-K:
                           None.





                                       14
<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 12, 1999             By:   /s/ Glenn C. Andrews
- -----------------------                   --------------------
                                          Glenn C. Andrews
                                          Executive Vice President,
                                          Finance and Administration
                                          Chief Financial Officer and Treasurer




Date: November 12, 1999             By:   /s/ Adam C. Derbyshire
- -----------------------                   ----------------------
                                          Adam C. Derbyshire
                                          Vice President, Corporate Controller
                                          and Secretary




                                       15

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