AGOURON PHARMACEUTICALS INC
10-Q, 1997-10-08
PHARMACEUTICAL PREPARATIONS
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                                UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

              (X) QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended September 30, 1997

                                       OR

              ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                         Commission File Number 0-15609

                          AGOURON PHARMACEUTICALS, INC.
             (Exact name of registrant as specified in its charter)

                   CALIFORNIA                            33-0061928
         (State or other jurisdiction of    (I.R.S. employer identification no.)
         incorporation or organization)

             10350 NORTH  TORREY PINES ROAD, LA JOLLA, CALIFORNIA 92037-1020
                 (Address  and zip code of  principal executive offices)

                                (619) 622-3000
              (Registrant's telephone number, including area code)

                                      NONE
              (Former name, former address and former fiscal year,
                         if changed since last report.)

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 ___


Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date: Approximately 30,332,000 shares
of the Company's  Common Stock, no par value,  were outstanding as of October 3,
1997.

                                   
<PAGE>


                          AGOURON PHARMACEUTICALS, INC.

                                      INDEX

<TABLE>
<CAPTION>
<S>               <C>                                                                    <C>
                                                                                         Page No.
                                                                                         --------
Part I.           Financial Information

Item 1.           Financial Statements

                  Consolidated Balance Sheet -                                                  3
                         September 30, 1997 and June 30, 1997

                  Consolidated Statement of Income (Loss) -                                     4
                         Three Months Ended September 30, 1997 and 1996

                  Consolidated Statement of Cash Flows-                                         5
                         Three Months Ended September 30, 1997 and 1996

                  Notes to Consolidated Financial Statements                                    6

Item 2.           Management's Discussion and Analysis of Financial                             9
                         Condition and Results of Operations


Part II.          Other Information

Item 1.           Legal Proceedings                                                            13

Item 2.           Changes in Securities                                                        13

Item 3.           Defaults Upon Senior Securities                                              13

Item 4.           Submission of Matters to a Vote of Security Holders                          13

Item 5.           Other Information                                                            13

Item 6.           Exhibits and Reports on Form 8-K                                             13

                  Signature                                                                    14
                                
</TABLE>
                                     -2-

<PAGE>


PART I.           FINANCIAL INFORMATION

Item 1.           Financial Statements

                          AGOURON PHARMACEUTICALS, INC.
                           CONSOLIDATED BALANCE SHEET
                             (Dollars in thousands)

<TABLE>
<CAPTION>
                                                                       September 30,               June 30,
                                                                                1997                   1997
                                                                       -------------            -----------
ASSETS                                                                 (unaudited)
<S>                                                                   <C>                    <C>

Current assets:

     Cash and cash equivalents                                        $       29,878         $      52,484
     Short-term investments                                                   68,987                38,833
     Accounts receivable, net                                                 42,187                31,375
     Inventories                                                              57,911                58,800
     Current deferred tax assets                                                 459                   500
     Other current assets                                                      2,548                 2,209
                                                                      --------------         -------------

     Total current assets                                                    201,970               184,201

Property and equipment,  net of accumulated
     depreciation and amortization of $17,884 and $16,161                     24,716                22,613

Deferred tax assets                                                           56,600                56,000

Purchased intangibles                                                          3,950                 4,100
                                                                      --------------         -------------

                                                                      $      287,236         $     266,914
                                                                      ==============         =============
LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
     Accounts payable                                                 $       20,712         $      28,833
     Accrued liabilities                                                      24,138                 8,889
     Deferred revenue                                                         28,223                27,567
     Current deferred tax liabilities                                            704                   600
     Current portion of long-term debt                                         2,506                 2,526
                                                                      --------------         -------------

     Total current liabilities                                                76,283                68,415
                                                                      --------------         -------------

Long-term liabilities:
     Long-term debt, less current portion                                      5,723                 5,940
     Accrued rent                                                              1,232                 1,277
                                                                      --------------         -------------

     Total long-term liabilities                                               6,955                 7,217
                                                                      --------------         -------------

Stockholders' equity:
     Common stock, no par value, 75,000,000 shares authorized,
       30,329,454 and 29,429,920 shares issued and outstanding               326,219               317,133
     Accumulated deficit                                                    (122,221)             (125,851)
                                                                      --------------         -------------

     Total stockholders' equity                                              203,998               191,282
                                                                      --------------         -------------

                                                                      $      287,236         $     266,914
                                                                      ==============         =============
</TABLE>

See accompanying notes to consolidated financial statements.

                                                      -3-
<PAGE>


                          AGOURON PHARMACEUTICALS, INC.
                     CONSOLIDATED STATEMENT OF INCOME (LOSS)
                                   (Unaudited)
                    (In thousands, except per share amounts)

<TABLE>
<CAPTION>

                                                         Three Months Ended September 30,
                                                       -----------------------------------
<S>                                                    <C>                   <C> 
                                                            1997                  1996
                                                       --------------        -------------
Revenues:
   Product sales                                       $       79,502        $           0
   Contract                                                    10,003               17,514
   License fees and royalties                                   2,352                    0
                                                       --------------        -------------

                                                               91,857               17,514
                                                       --------------        -------------

Operating expenses:
   Cost of product sales                                       34,073                    0
   Research and development                                    26,932               29,634
   Selling, general and administrative                         12,546                3,736
   Royalties                                                   13,376                    0
                                                       --------------        -------------


                                                               86,927               33,370
                                                       --------------        -------------

Operating income (loss)                                         4,930              (15,856)
                                                       --------------        -------------

Other income (expense):
   Interest and other income                                    1,281                1,779
   Interest expense                                              (161)                 (64)
                                                       --------------        --------------

                                                                1,120                1,715
                                                       --------------        -------------

Income (loss) before income taxes                               6,050              (14,141)

Income tax provision                                            2,420                  306
                                                       --------------        -------------

Net income (loss)                                      $        3,630        $     (14,447)
                                                       ==============        =============

Earnings (loss) per share:
   Primary                                             $         .11         $        (.57)
                                                       =============         =============
   Fully diluted                                       $         .11         $        (.57)
                                                       =============         =============

Shares used in calculation of:
   Primary                                                     33,158               25,152
   Fully diluted                                               33,194               25,152







</TABLE>

See accompanying notes to consolidated financial statements.

                                        -4-
<PAGE>


                          AGOURON PHARMACEUTICALS, INC.
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (Unaudited)
                             (Dollars in thousands)

<TABLE>
<CAPTION>

                                                                                      Three Months Ended
                                                                                  ---------------------------
                                                                                         September 30,
                                                                                  ---------------------------
                                                                                      1997         1996
                                                                                  -----------    ------------
<S>                                                                               <C>            <C>

Cash flows from operating activities:
     Cash received from product sales, contracts and licenses                     $    81,701    $    14,177
     Cash paid to suppliers, employees and service providers                          (77,401)       (38,925)
     Interest received                                                                  1,281          1,779
     Interest paid                                                                       (161)           (64)
                                                                                  -----------    -----------

     Net cash provided (used) by operating activities                                   5,420        (23,033)
                                                                                  -----------    -----------

Cash flows from investing activities:
     Proceeds from maturities/sales of short-term investments                          21,818          9,863
     Purchases of short-term investments                                              (51,972)       (62,236)
     Purchases of property and equipment                                               (3,846)        (1,233)
                                                                                  -----------    -----------

     Net cash provided (used) by investing activities                                 (34,000)       (53,606)
                                                                                  -----------    -----------

Cash flows from financing activities:
     Net proceeds from issuance of common stock                                         6,211         77,677
     Principal payments under equipment leases                                           (159)           (42)
     Increase (decrease) in long-term debt, net                                           (78)           (92)
                                                                                  -----------    -----------

     Net cash provided (used) by financing activities                                   5,974         77,543
                                                                                  -----------    -----------

Net increase (decrease) in cash and cash equivalents                                  (22,606)           904

Cash and cash equivalents at beginning of period                                       52,484         16,451
                                                                                  -----------    -----------

Cash and cash equivalents at end of period                                        $    29,878    $    17,355
                                                                                  ===========    ===========

Reconciliation  of net income  (loss) to net cash  provided  (used
 by operating activities:
     Net income (loss)                                                            $     3,630    $   (14,447)
     Depreciation and amortization                                                      1,893            778
     Provision for deferred income taxes                                                2,420              0
     Net (increase) decrease in accounts receivable
       and other current assets                                                       (11,151)        (9,378)
     Net (increase) decrease in inventories                                               889              0
     Net increase (decrease) in accounts payable, accrued liabilities,
       deferred revenue and other liabilities                                           7,739             14
                                                                                  -----------    -----------

     Net cash provided (used) by operating activities                             $     5,420    $   (23,033)
                                                                                  ===========    ===========

</TABLE>




See accompanying notes to consolidated financial statements.
                                             -5-
<PAGE>


                          AGOURON PHARMACEUTICALS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              (September 30, 1997)


Note 1 - The Company and its significant accounting policies

The Company

Agouron Pharmaceuticals,  Inc. is an integrated pharmaceutical company committed
to the  discovery,  development,  manufacturing  and marketing of small molecule
drugs  engineered to inactivate  proteins which play key roles in cancer,  AIDS,
and other  serious  diseases.  The Company,  through its own sales and marketing
force, is currently marketing  VIRACEPT(R)  (nelfinavir  mesylate,  a potent HIV
protease  inhibitor),  which was cleared for marketing by the United States Food
and  Drug  Administration   ("FDA")  in  March  1997.  The  Company  intends  to
commercialize any subsequently  developed  products through its own direct sales
and  marketing   force  in  certain  markets  or,  when   appropriate,   through
manufacturing and marketing relationships with other pharmaceutical companies.

Principles of consolidation

The consolidated  financial  statements  include the accounts of the Company and
its  wholly-owned  subsidiaries.   All  significant  intercompany  accounts  and
transactions have been eliminated.

Financial statements and estimates

The  consolidated  balance sheet as of September  30, 1997 and the  consolidated
statements of income (loss) and of cash flows for the three-month  periods ended
September  30, 1997 and 1996 have been prepared by the Company and have not been
audited.  Such financial statements,  in the opinion of management,  include all
adjustments  (consisting  only of normal,  recurring  items) necessary for their
fair presentation in conformity with generally accepted  accounting  principles.
These  financial  statements  should be read in  conjunction  with the financial
statements  and notes  thereto  included in the  Company's  June 30, 1997 Annual
Report on Form 10-K.  Certain  information  and  footnote  disclosures  normally
included in financial  statements prepared in accordance with generally accepted
accounting  principles have been condensed or omitted pursuant to the Securities
and  Exchange  Commission  rules  and  regulations.   Interim  results  are  not
necessarily indicative of results for the full year.

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect the reported  amounts of assets,  liabilities,  revenues and expenses and
related disclosures as of the date of the financial  statements.  Actual results
could differ from such estimates.

At September 30, 1997, it has been assumed that the existing collaborations with
Japan Tobacco Inc. ("JT") and Hoffmann-La  Roche Inc. and F.  Hoffmann-La  Roche
Ltd ("Roche") will continue in accordance with their  agreement  terms. As such,
approximately  $24,658,000  of  cash  received  from JT and  $2,785,000  of cash
received from Roche has been classified as  deferred   contract   revenue.
                                     -6-
<PAGE>

Approximately  $22,300,000 of the cash received from JT represents  JT's advance
of the Company's VIRACEPT  development funding obligation through December 1997.
Such  amounts  are to be repaid by the Company  out of future  profits,  if any,
generated by sales of VIRACEPT in the United States. The balance of the payments
from JT and  Roche  are  non-refundable  and are being  recognized  as  contract
revenue on a prospective  basis generally as collaborative  program expenses are
incurred.  Should any of the underlying  collaborations be terminated in advance
of  their  contract  terms,  any  deferred  contract  revenues  related  to such
collaborations would immediately be recognized as revenue by the Company.

Inventories

The components of inventories consist of the following:

                                          September 30,            June 30,
                                                    1997               1997

         Raw materials                    $       12,704      $      18,462
         Work in process                          43,345             39,421
         Finished goods                            1,862                917
                                          --------------      -------------

                                          $       57,911      $      58,800
                                          ==============      =============

Product sales

In March  1997,  the  Company  received  clearance  from the FDA to  market  its
anti-HIV drug, VIRACEPT.  The Company has the exclusive right to market VIRACEPT
in North  America.  Accordingly,  the  Company  ships  VIRACEPT  to  wholesalers
throughout the United States, and recognizes sales revenue upon shipment.  Sales
are reported net of discounts, rebates, chargebacks and product returns.

Also  included in product  sales for the quarter  ending  September 30, 1997 are
approximately  $4,128,000  of  sales  (at  cost  plus  contractually  determined
mark-ups) to Roche of clinical and commercial  drug supplies to be used by Roche
in its licensed territory.

License fees and royalties

License fees are  recognized  as revenue  when earned as generally  evidenced by
certain factors including: receipt of such fees, satisfaction of any performance
obligations  and the  non-refundable  nature of such  fees.  In July  1997,  the
Company and JT granted  Roche  certain  exclusive  rights to VIRACEPT in several
Asian  countries.  For such  rights,  the Company has  received a license fee of
$2,000,000 and will, upon approval in one of the Asian  territories,  receive an
additional license fee of $1,000,000 and subsequent royalties.

For the first  quarter,  the Company has accrued and/or  received  approximately
$352,000 of royalties on Roche's sales of VIRACEPT in certain  countries  within
their  licensed  territory.  Royalties  are  accrued  on the basis of reports of
estimated net sales of licensed product by licensees.
                                        -7-
<PAGE>

Income tax provision

The Company  records a provision for current and deferred income taxes using the
liability method.

Earnings (loss) per share

Primary and fully diluted  earnings (loss) per share are based upon the weighted
average number of common shares and dilutive common stock equivalents during the
period in which they were  outstanding.  Common  stock  equivalents  are options
under the  Company's  stock  option plans which are included in the earnings per
share computation under the treasury stock method.

In February 1997, the Financial  Accounting  Standards Board issued Statement of
Financial  Accounting  Standards No. 128 "Earnings Per Share" ("FAS 128"), which
establishes  new standards  for  computing  earnings per share and which will be
effective for financial  statements  for periods ending after December 15, 1997,
including interim periods.  Earlier application is not permitted.  Under the new
requirements, primary and fully diluted earnings per share will be replaced with
basic and diluted  earnings per share.  Basic  earnings  per share  excludes the
dilutive  effect of stock  options and will  therefore  be higher  than  primary
earnings per share.  Basic earnings  (loss) per share for the three months ended
September  30, 1997 and 1996 were $.12 and $(.57).  Diluted  earnings  per share
under  the new  standard  is  expected  to be  essentially  the same as  primary
earnings per share amounts calculated under principles currently used.

Certain concentrations

A significant portion of the Company's research and development expenditures are
related to programs funded in whole or in part by JT and Roche.  The termination
of such  collaborative  research and  development  programs  could result in the
absence of any  prospective  funding for such  programs and the need to evaluate
the level of future program spending, if any.

Note 2 - Commitments

During the first quarter of fiscal 1998, the Company secured a commitment from a
commercial  bank  for a  $20,000,000  revolving  line of  credit  to be used for
general corporate purposes. As of September 30, 1997, no borrowings on this line
of credit were outstanding.

Note 3 - Stockholders' equity

In August 1997,  outstanding shares of common stock were split two-for-one.  All
prior period share and per share amounts have been restated to reflect the stock
split.

                                        -8-
<PAGE>


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

When used in this discussion,  the words  "believes,"  "anticipated" and similar
expressions are intended to identify forward-looking statements. Such statements
are subject to certain risks and uncertainties  which could cause actual results
to differ  materially from those  projected.  See "Important  Factors  Regarding
Forward-Looking  Statements"  attached  as  Exhibit 99 to the  Company's  Annual
Report on Form 10-K for the year ended June 30, 1997 and incorporated  herein by
reference.   Readers  are  cautioned  not  to  place  undue  reliance  on  these
forward-looking  statements which speak only as of the date hereof.  The Company
undertakes  no  obligation  to publicly  release the result of any  revisions to
these  forward-looking  statements  which  may be  made  to  reflect  events  or
circumstances   after  the  date  hereof  or  to  reflect  the   occurrence   of
unanticipated events.

Overview

The  Company is  committed  to the  discovery,  development,  manufacturing  and
marketing of human  pharmaceuticals  targeting  cancer,  AIDS, and other serious
diseases.  Operations  to date have been  principally  funded from the Company's
equity-derived  working capital,  various  collaborative  arrangements and, most
recently,  from the gross margin  contribution of its first product,  VIRACEPTAE
(nelfinavir mesylate, a potent HIV protease inhibitor).  The net income reported
in the current quarter is principally due to the  commercialization  of VIRACEPT
while the Company's prior net operating  losses reflect  primarily the result of
its independent  research and substantial  investment in clinical and commercial
development activities associated with VIRACEPT and the Company's lead compounds
in cancer.

In March 1997, the Company received  approval from the FDA to market VIRACEPT in
the United States.  For the first quarter of fiscal 1998, due principally to the
increasing product  contribution from VIRACEPT sales, the Company realized a net
income of $3,630,000.

Results of Operations

Product sales

In March  1997,  the  Company  received  clearance  from the FDA to  market  its
anti-HIV drug, VIRACEPT.  Product sales for the quarter ended September 30, 1997
were approximately  $79,502,000,  an 82% increase from the immediately preceding
quarter.  The Company  anticipates  continuing  growth in VIRACEPT  sales during
fiscal 1998 and that  VIRACEPT  product  sales in the United  States will exceed
$300,000,000 in fiscal 1998.

                                        -9-
<PAGE>


Contract revenues, license fees and royalties

Collaborative research and development agreements with Japan Tobacco Inc. ("JT")
and Hoffmann-La Roche Inc. and F. Hoffmann-La Roche Ltd.  (collectively "Roche")
accounted for  substantially  all of the Company's  total contract  revenues and
license fees for the quarters ended September 30, 1997 and 1996.  Total contract
revenues and license fees for first  quarter 1998  decreased  approximately  31%
from first quarter 1997 due principally to decreased  VIRACEPT  program spending
by Agouron,  which was partially funded by JT, and increased  spending by JT and
Roche on the  VIRACEPT  and AG3340  development  programs,  which was  partially
funded by Agouron.  Additionally,  the  amortization  to revenue over a 24 month
period of JT's $24,000,000 milestone payment, which was received in August 1995,
was  completed  in  June  1997.  Partially  offsetting  these  decreases  was  a
$2,000,000  license  fee from  Roche as partial  consideration  for the grant of
VIRACEPT marketing rights in certain Asian territories.  The Company anticipates
that  contract  revenues  and  license  fees for  fiscal  1998 will  approximate
$60,000,000.

Royalty revenues of  approximately  $352,000 have been recognized in the current
quarter  based on  Roche's  sales of  VIRACEPT  in  certain  countries  in their
licensed territory.

Cost of product sales

The  aggregate  cost of  product  sales as a  percentage  of  product  sales was
approximately  43% for the quarter ended  September  30, 1997.  Gross margins on
United States commercial sales were approximately 60% during the quarter.

Royalties

The  Company's  obligation  to share  VIRACEPT  profits  with JT is reflected in
royalty   expense  for  the  first   quarter  of  fiscal  1998  and   represents
approximately 18% of United States product sales. It is anticipated that royalty
expense  for fiscal  1998 will range  from 18% to 21% of United  States  product
sales.

Research and development

Research  and  development  spending  decreased by  approximately  9% from first
quarter 1997 to first  quarter  1998 due  generally to a decline in the level of
third party costs associated with the VIRACEPT development program subsequent to
its approval in the United States.  Such spending  decreases have been partially
offset by costs  associated  with  increasing  average  staff  levels  and staff
related  spending  (reflecting  principally the acquisition of Alanex during the
fourth  quarter of fiscal  1997) and  increasing  expenses  associated  with the
clinical  development  of certain of the Company's  cancer  compounds  including
THYMITAQ(TM) (nolatrexed dihydrochloride), AG2034 and AG3340.

                                        -10-
<PAGE>


Selling, general and administrative

Selling,  general and  administrative  costs have increased  substantially  from
first quarter 1997 to first  quarter 1998 due  principally  to increasing  staff
levels (notably the sales force and other marketing personnel) and staff-related
expenditures  in support  of ongoing  VIRACEPT  sales and  marketing  activities
subsequent  to its approval  and  commercial  launch in March 1997.  The Company
anticipates that total selling,  general and administrative expenses will exceed
$54,000,000  in fiscal  1998 due to the  full-year  effect of fiscal  1997 staff
additions, additional occupancy costs, increasing sales and marketing activities
and the support of VIRACEPT Phase IV marketing studies.

Other income (expense)

Interest  income has decreased by  approximately  28% from first quarter 1997 to
first  quarter 1998 due  principally  to a lower  average  investment  portfolio
balance. The prior year's first quarter portfolio balance was favorably impacted
by the July 1996 public  offering of  $77,000,000  and receipt of $15,000,000 in
license fees from Roche in June 1996.

Income tax provision

The income tax  provision  in the  current  quarter has been  computed  using an
effective,  combined  federal and state rate of 40%. The cash obligation of such
provision  has been offset by the  utilization  of  deductions  generated by the
exercise of stock options and/or the  utilization  of deferred taxes  (comprised
mostly of net  operating  loss  carryforwards  and  research tax  credits).  The
Company's  accumulated net deferred tax assets have increased during the current
quarter  to  approximately   $56,400,000  at  September  30,  1997  due  to  the
realization of stock option  exercise  deductions.  As required,  the benefit of
stock option exercise deductions has been recorded to stockholders' equity.


Liquidity and Capital Resources

The  Company  has  relied   principally  on  equity   financings  and  corporate
collaborations to fund its operations and capital  expenditures.  In March 1997,
the  Company  received  clearance  from the FDA to  market  its  anti-HIV  drug,
VIRACEPT. Commercial sales of VIRACEPT for the quarters ending June 30, 1997 and
September 30, 1997 resulted in gross margins of  approximately  $24,992,000  and
$45,429,000.  The Company  anticipates  that net sales of VIRACEPT will steadily
increase  through at least fiscal 1998 and provide an  increasingly  significant
contribution toward funding the Company's operations.

At September  30,  1997,  the Company had net working  capital of  approximately
$125,687,000,   an  increase  of  $9,901,000  over  June  30,  1997  levels  due
principally  to the Company's  pre-tax  profit of $6,050,000  and  $6,211,000 in
proceeds  from  employees'  exercise  of  stock  options,  partially  offset  by
$3,846,000 in purchases of property and equipment.  Individual  working  capital
components  significantly  impacted by the commercialization of VIRACEPT include
trade accounts receivable (an increase of $11,584,000),  inventories (a decrease
of  $889,000),   accounts   payable  (a  decrease  of  $8,121,000)  and  accrued
                                        -11-
<PAGE>

liabilities (an increase of $15,249,000,  mostly attributed to accrued royalties
payable to JT). It is anticipated that these working capital components and cash
and  short-term  investments  will  continue  to be  significantly  impacted  as
VIRACEPT  sales  increase.  At September  30, 1997,  the Company had cash,  cash
equivalents and short-term investments of approximately $98,865,000. The Company
believes that its current capital resources,  anticipated VIRACEPT product sales
contribution, existing contractual commitments and established credit facilities
are  sufficient to maintain its current  operations  through  fiscal 1998.  This
belief is based on current research and clinical development plans,  anticipated
working capital requirements associated with the expanding  commercialization of
VIRACEPT, the current regulatory environment,  historical industry experience in
the development of therapeutic drugs and general economic conditions.

The  Company  believes  that  additional  financing  may be required to meet the
planned  operating needs beyond 1998 if significant  positive cash flows are not
generated from commercial activities on a timely basis. Such needs would include
the  expenditure  of  substantial  funds to  continue  and expand  research  and
development  activities,  conduct existing and planned  preclinical  studies and
human clinical trials and to support the increasing working capital requirements
of a  growing  commercial  infrastructure  including  manufacturing,  sales  and
marketing.  As a result,  the Company  anticipates  pursuing  various  financing
alternatives such as collaborative  arrangements and additional public offerings
or  private  placements  of Company  securities.  If such  alternatives  are not
available,  the Company may be required to defer or restrict certain  commercial
activities,  delay  or  eliminate  expenditures  for  certain  of its  potential
products under development or to license third parties to commercialize products
or   technologies   that  the  Company  would   otherwise  seek  to  develop  or
commercialize itself.

Capital Expenditures

During the first quarter of fiscal 1998, capital expenditures totaled $3,846,000
compared  with  $1,233,000  during  the first  quarter of fiscal  1997.  Capital
expenditures during 1998 are expected to be approximately $14,000,000 to support
continued product  commercialization,  development and research activities.  The
Company  may  utilize  lease  or debt  financing  for  certain  expenditures  if
available on acceptable terms.

                                        -12-
<PAGE>


PART II. OTHER INFORMATION

Item 1.           Legal Proceedings:

                  The  Company is involved  in certain  legal or  administrative
                  proceedings   generally  incidental  to  its  normal  business
                  activities.  While the outcome of any such proceedings  cannot
                  be  accurately  predicted,  the  Company  does not believe the
                  ultimate resolution of any such existing matters should have a
                  material  adverse effect on its financial  position or results
                  of operations.

Item 2.           Changes in Securities:  None

Item 3.           Defaults Upon Senior Securities:  None.

Item 4.           Submission of Matters to a Vote of Security Holders:  None

Item 5.           Other Information:  None

Item 6.           Exhibits and Reports on Form 8-K:

                  a.   Exhibits:

                      11.        Computation of Earnings (Loss) Per Share.

                      27.        Financial Data  Schedule. (Exhibit 27 is
                                 submitted as an exhibit only in the electronic
                                 format of this  Quarterly  Report on Form 10-Q
                                 submitted to the  Securities and Exchange
                                 Commission).

                  b. Reports on Form 8-K:    A report on Form 8-K dated July 30,
                      1997 was filed on August 1, 1997.  The  report  related to
                      the  approval by the  Company's  Board of  Directors  of a
                      two-for-one stock split in the form of a stock dividend of
                      one share of common stock for each share of the  Company's
                      common stock  outstanding.  The  distribution  date of the
                      stock split was August 26, 1997.



                                        -13-
<PAGE>


                                    SIGNATURE

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.


                                       AGOURON PHARMACEUTICALS, INC.




Date:  October 8, 1997                /s/ Steven S. Cowell
                                      ----------------------
                                      Steven S. Cowell
                                      Corporate Vice President, Finance
                                      Chief Financial Officer
                                      Chief Accounting Officer


                                        -14-


                                                                      Exhibit 11


                          AGOURON PHARMACEUTICALS, INC.
                    COMPUTATION OF EARNINGS (LOSS) PER SHARE
                                   (Unaudited)
                    (In thousands, except per share amounts)


<TABLE>
<CAPTION>
                                                          Three Months Ended September 30,
                                                       -----------------------------------
                                                            1997                  1996
                                                       --------------        -------------
<S>                                                    <C>                   <C>

Net income (loss)                                      $        3,630        $     (14,447)
                                                       ==============        =============

Primary:

Applicable common and common stock equivalent shares:

Weighted average shares of common stock
   outstanding during the period                               29,964               25,152

Incremental number of shares outstanding
   during the period resulting from the
   assumed exercise of stock options                            3,194                   --
                                                       --------------        -------------

Weighted average shares of common stock
   and common stock equivalents
   outstanding during the period                               33,158               25,152
                                                       ==============        =============

Primary earnings (loss) per common share               $        0.11         $       (0.57)
                                                       =============         =============

Fully diluted:

Applicable common and common stock equivalent shares:

Weighted average shares of common stock
   outstanding during the period                               29,964               25,152

Incremental number of shares outstanding
   during the period resulting from the
   assumed exercise of stock options                            3,230                   --
                                                       --------------        -------------

Weighted average shares of common stock
   and common stock equivalents
   outstanding during the period                               33,194               25,152
                                                       ==============        =============

Fully diluted earnings (loss) per common share         $        0.11         $       (0.57)
                                                       ==============        =============

</TABLE>

<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
This schedule contains summary financial  informtion  extracted from the balance
sheet and the  statement  of income  (loss) 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>                              Jun-30-1998
<PERIOD-END>                                   Sep-30-1997
<CASH>                                              29,878
<SECURITIES>                                        68,987
<RECEIVABLES>                                       42,307
<ALLOWANCES>                                           120
<INVENTORY>                                         57,911
<CURRENT-ASSETS>                                   201,970
<PP&E>                                              42,600
<DEPRECIATION>                                      17,884
<TOTAL-ASSETS>                                     287,236
<CURRENT-LIABILITIES>                               76,283
<BONDS>                                                  0
                                    0
                                              0
<COMMON>                                           326,219
<OTHER-SE>                                        (122,221)
<TOTAL-LIABILITY-AND-EQUITY>                       287,236
<SALES>                                             79,502
<TOTAL-REVENUES>                                    91,857
<CGS>                                               34,073
<TOTAL-COSTS>                                       49,662
<OTHER-EXPENSES>                                         0
<LOSS-PROVISION>                                         0
<INTEREST-EXPENSE>                                     161
<INCOME-PRETAX>                                      6,050
<INCOME-TAX>                                         2,420
<INCOME-CONTINUING>                                  3,630
<DISCONTINUED>                                           0
<EXTRAORDINARY>                                          0
<CHANGES>                                                0
<NET-INCOME>                                         3,630
<EPS-PRIMARY>                                         (.11)
<EPS-DILUTED>                                         (.11)
        

</TABLE>


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