FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended Commission File Number: 1-10432
September 30, 1998
ROBERTS PHARMACEUTICAL CORPORATION
(Exact name of registrant as specified in its charter)
NEW JERSEY 22-2429994
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
MERIDIAN CENTER II
4 INDUSTRIAL WAY WEST
EATONTOWN, NEW JERSEY 07724
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(732) 676-1200
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes X No
Class Outstanding Shares at
November 6, 1998
Common Stock 31,430,356
<PAGE>
ROBERTS PHARMACEUTICAL CORPORATION
INDEX
Page
Part I
Item 1 - Financial Statements 2
Item 2 - Management's Discussion and Analysis 10
Part II
Item 6 - Exhibits and Reports on Form 8-K 15
Signatures 17
<PAGE>
ROBERTS PHARMACEUTICAL CORPORATION
CONSOLIDATED BALANCE SHEETS
(in thousands)
(Unaudited)
<TABLE>
<CAPTION>
September 30, 1998 December 31, 1997
------------------ ------------------
ASSETS:
Current assets:
<S> <C> <C>
Cash and cash equivalents $ 15,440 $ 42,950
Marketable securities 45,450 39,887
Accounts receivable, net 33,692 24,730
Inventory 25,434 19,826
Notes receivable, current 14,500 225
Deferred tax assets 4,962 4,962
Net assets held for sale 0 3,760
Other current assets 1,855 1,647
--------- ---------
Total current assets 141,333 137,987
Fixed assets, net 33,186 25,913
Intangible assets 321,387 190,724
Notes receivable 2,796 729
Deferred non-current tax asset 5,885 12,332
Other assets 10,326 170
--------- ---------
Total assets $514,913 $367,855
========= =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
- 2 -
<PAGE>
ROBERTS PHARMACEUTICAL CORPORATION
CONSOLIDATED BALANCE SHEETS
(in thousands)
(Unaudited)
<TABLE>
<CAPTION>
September 30, 1998 December 31, 1997
------------------ -----------------
LIABILITIES AND
SHAREHOLDERS' EQUITY
Current liabilities:
Current installments of
<S> <C> <C>
long-term debt $ 9,013 $ 8,037
Accounts payable 14,100 13,188
Income taxes payable 3,042 3,022
Dividends payable 0 150
Other current liabilities 22,177 15,584
--------- ---------
Total current liabilities 48,332 39,981
Long-term debt, excluding
current installments 130,302 10,327
Deferred income 1,949 0
Other liabilities 0 244
Shareholders' equity:
Class B preferred stock,
$.10 par 10,000,000 shares
authorized, 0 and
475,654 outstanding 0 48
Common stock, $.01 par,
100,000,000 shares authorized,
31,413,419 and 29,414,440
outstanding 319 299
Additional paid-in capital 380,546 372,384
Cumulative translation adjustments (2,531) (1,250)
Retained earnings (deficit) (43,767) (53,941)
Treasury stock, 387,594 shares
of common stock, at cost (237) (237)
--------- ---------
Total shareholders' equity 334,330 317,303
--------- ---------
Total liabilities and
shareholders' equity $ 514,913 $ 367,855
========= =========
The accompanying notes are an integral part of these financial statements.
- 3 -
<PAGE>
ROBERTS PHARMACEUTICAL CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands except per share data)
(Unaudited)
</TABLE>
<TABLE>
<CAPTION>
For the nine months For the three months
ended September 30, ended September 30,
1998 1997 1998 1997
-------- -------- -------- --------
Sales and Revenue:
<S> <C> <C> <C> <C>
Sales $118,720 $ 84,973 $ 42,336 $ 28,357
Other revenue 1,205 285 378 285
-------- -------- -------- --------
Total sales and revenue 119,925 85,258 42,714 28,642
-------- -------- -------- --------
Operating costs and expenses:
Cost of sales 43,360 38,680 15,099 14,047
Research & Development 8,942 5,747 2,774 2,090
Marketing 25,708 25,562 8,330 9,596
Administration 25,463 16,972 7,378 5,876
-------- -------- -------- --------
Total operating costs & expenses 103,473 86,961 33,581 31,609
-------- -------- -------- --------
Operating income 16,452 (1,703) 9,133 (2,967)
-------- -------- -------- --------
Other income (expense):
Interest income 3,260 3,986 874 1,277
Interest expense (3,450) (594) (2,984) (162)
Foreign currency gain (loss) (79) 7 (54) 71
Other income(expense), net (113) (2,378) (14) (2,330)
-------- -------- -------- --------
Total other income (382) 1,021 (2,178) (1,144)
-------- -------- -------- --------
Income before income taxes 16,070 (682) 6,955 (4,111)
-------- -------- -------- --------
Provision for income taxes 5,862 115 2,278 (1,116)
-------- -------- -------- --------
Net income $ 10,208 $ (797) $ 4,677 $ (2,995)
======== ======== ======== ========
Net income per share of common stock,
basic and diluted: $ 0.33 $ (0.05) $ 0.15 $ (0.11)
========= ======== ======== ========
Weighted average number of common
shares outstanding:
Basic 30,911,802 29,162,336 31,393,572 28,426,480
Diluted 31,296,721 29,162,336 31,778,492 28,183,685
</TABLE>
The accompanying notes are an integral part of these financial statements.
- 4 -
<PAGE>
ROBERTS PHARMACEUTICAL CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
<TABLE>
<CAPTION>
For the nine months For the three months
ended September 30, ended September 30,
1998 1997 1998 1997
-------- --------- -------- ---------
<S> <C> <C> <C> <C>
Net income $ 10,208 $ (797) $ 4,677 $ (2,995)
-------- --------- -------- ---------
Other comprehensive income:
Foreign currency translation
adjustment (1,281) (264) (817) (91)
-------- --------- -------- ---------
Other comprehensive income (1,281) (264) (817) (91)
-------- --------- -------- ---------
Comprehensive income $ 8,927 $ (1,061) $ 3,860 $ (3,086)
======== ========= ======== =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
- 5 -
<PAGE>
ROBERTS PHARMACEUTICAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
For the nine months
ended September 30,
1998 1997
-------- --------
<S> <C> <C>
Cash flows provided by operating activities: $14,722 $ 2,653
-------- --------
Cash flows from investing activities:
Purchase of marketable securities (5,563) (3,797)
Purchases of intangible assets (153,733) (2,020)
Purchases of fixed assets (9,000) (4,593)
Collection of notes receivable 356 717
-------- --------
Net cash used in investing activities (167,940) (9,693)
-------- --------
Cash flows from financing activities:
Debt financing 125,000 ---
Payments on notes payable and
long term debt (7,496) (6,588)
Net proceeds from issuance of
common stock 3,643 1,013
Net proceeds from issuance of
5% Preferred stock 4,492 5,042
5% Preferred stock dividends paid (34) (1,481)
-------- --------
Net cash provided by (used in)
financing activities 125,605 (2,014)
-------- --------
Exchange rate changes on cash and
cash equivalents 103 4
-------- --------
Change in cash and cash equivalents (27,510) (9,050)
Beginning cash and cash equivalents 42,950 87,125
-------- --------
Ending cash and cash equivalents $15,439 $78,075
======== ========
Supplemental cash flow information:
Interest paid $ 1,859 $ 823
Income taxes paid $ 11 $ 8
</TABLE>
The accompanying notes are an integral part of these financial statements.
- 6 -
<PAGE>
1. Summary of Significant Accounting Policies
Basis of Presentation
In the opinion of management, the accompanying consolidated
financial statements include all necessary adjustments, consisting
of normal adjustments, required for a fair presentation of results
for the period reported. All dollar amounts are presented in
thousands, except per share data.
New Accounting Pronouncement
Statement of Financial Accounting Standards No. 131, "Disclosures
about Segments of an Enterprise Related Information" (SFAS No.
131), establishes standards for the way that public business
companies report information about operating segments in annual
financial statements and requires that those companies report
selected information about operating segments in annual financial
statements and requires that those companies report selected
information about operating segments in interim financial reports
issued to stockholders. It also establishes standards for related
disclosures about products and services, geographic areas, and
major customers. This Statement supersedes SFAS No. 14, "Financial
Reporting for Segments of a Business Enterprise," but retains the
requirement to report information about major customers.
SFAS No. 131 is effective for financial statements for periods
beginning after December 15, 1997. In the initial year of
application, comparative information for earlier years is to be
restated.
The adoption of this Statement will not have an impact on the
Company's consolidated results of operations, financial position or
cash flow for the year ended December 31, 1998.
Reclassification
Certain items have been reclassified between income statement line
items to conform to the current year presentation. These items are
not material.
2. Inventory
Inventory at September 30, 1998 consists of:
Raw Materials $ 4,227
Work in Progress 1,106
Finished Goods 20,101
-------
Total $25,434
=======
- 7 -
<PAGE>
3. Change in Accounting Estimate
During the first quarter 1998, management made a change in
accounting estimate in the amount of $1.0 million relating to the
accrual of rebates for a product to which Roberts has sole United
States distribution rights. The accrual had been established, over
a three year period, for rebates which, it was determined in the
first quarter, will not be paid by Roberts and therefore was
required to be reversed.
5. Investment in RiboGene, Inc.
During the third quarter, the Company made an investment of $10
million in the convertible preferred stock of RiboGene, Inc., a
drug discovery company targeting infectious diseases. The shares
have no voting rights. The investment will be carried at the cost
method, and none of the operating results of RiboGene will be
included in Roberts' income statement. One-third of the preferred
stock is convertible to common stock of RiboGene at each of the
first three anniversary dates of the investment at a conversion
price of $7.00 per share.
The Company also entered into an arrangement whereby Roberts will
develop a new delivery formulation for RiboGene's product EMITASOL.
Under the terms of the agreement, RiboGene will provide up to $7
million in funding from the development of EMITASOL through
completion of Phase III trials and the submission of a New Drug
Application ("NDA") with the balance, if any, provided by Roberts.
Upon approval of the NDA, Roberts can exercise its option to market
EMITASOL in the United States, Canada and Mexico under the RiboGene
patents by making a milestone payment at that time plus subsequent
royalties on product sales.
6. Sale of Discontinued Division
During the second quarter 1998, the Company sold the discontinued
VRG division and a note receivable was taken back for $9.7 million.
A reserve was also established for final settlement of operational
expenses subsequent to finalization of the contract of sale. At
the time of the sale the Company recognized a net of tax gain of
$1.3 million. However, the Company did not receive, in a timely
fashion, certain payments on this note which were due in the third
quarter. The Company decided it was appropriate for accounting
purposes to reverse the second quarter gain on the sale and,
instead, record before tax deferred income of $1.9 million. This
adjustment to income has been reflected in the restated second
quarter results.
- 8 -
<PAGE>
7. New Product Acquisition
During the second quarter 1998, the Company acquired the US rights
to market PENTASA , a patented gastrointestinal drug for ulcerative
colitis, from Hoechst Marion Roussel (HMR) for a net cost of $135
million. The transaction involved a payment to HMR of $141.0
million and the Company received a note receivable for $6.2 million
from HMR. A term loan for $125.0 million was taken out to help
finance the transaction.
- 9 -
<PAGE>
Item 2. Management's Discussion and Analysis of Financial
Conditions and Results of Operations
Results of Operations
Nine months ended September 30, 1998 and 1997
Revenues
Total revenue for the nine months and quarter ended September 30,
1998 increased $34.6 million and $14.1 million respectively as
compared with the nine months and quarter ended September 30, 1997.
This increase was primarily due to an increase in revenues from
product sales.
Sales
For the nine months ended September 30, 1998, product sales
increased $33.7 million from $85.0 million to $118.7 million due
primarily to the addition of PENTASA.
U.S. product sales increased $31.5 million from $62.3 million to
$93.8 million. PENTASA, AGRYLIN
and PROAMATINE
provided $20.9,
$11.4 and $7.1 million, respectively, of this increase. These
increases were offset by a decrease in NOROXIN
and EMINASE
sales
of $6.5 and $1.0 million, respectively. Sales of the Company's
United Kingdom subsidiary, Monmouth Pharmaceuticals, Ltd.,
increased $1.7 million from $13.5 million to $15.2 million. $1.5
million of this increase is due to increased sales of AGRYLIN.
Sales of the Company's Canadian subsidiary increased slightly by
$0.6 million from $9.1 million to $9.7 million despite the negative
impact of unfavorable foreign exchange rate changes.
Product sales in the third quarter increased $14.0 million from
$28.3 million in 1997 to $42.3 million in 1998 due to the addition
of PENTASA to the product mix and to increased sales of AGRYLIN.
Third quarter product sales in the U.S. increased $13.3 million
from $21.0 million in 1997 to $34.3 million in 1998. Sales in the
U.K. increased $0.4 million to $5.0 million in third quarter 1998
from $4.6 million in 1998. Canada's third quarter sales increased
to $3.1 million in 1998, a $0.3 million increase from 1997 third
quarter sales of $2.8 million.
Cost of Sales
For the nine months ended September 30, 1998, cost of sales
amounted to 36.5% of product sales, a 9.0 percentage point decrease
as compared to the prior year's comparable period. This decrease
in cost of sales and corresponding increase in gross profit
percentage is primarily the result of a change in product mix.
Sales of NOROXIN, with a high cost of sales, decreased $6.5
million, while sales of higher margin products, including AGRYLIN,
PROAMATINE and the newly acquired PENTASA increased significantly.
- 10 -
<PAGE>
Research and Development
Research and Development expenses increased $3.2 million to $8.9
million and $0.7 million to $2.8 million during the nine and three
month periods, respectively, ended September 30, 1998 as compared
to the comparable prior year periods. The largest component of
this change is a $3.3 million spending increase for both new
programs related to the compounds licensed in 1996 from Eli Lilly
and continuing investment in STANATE and AGRYLIN.
Marketing Expenses
For the nine months ended September 30, 1998, Marketing expenses
increased $0.1 million to $25.7 million. This is due to increases
in salaries and meetings being offset by decreases in advertising
and agency fees. For the quarter ended September 30, 1998,
Marketing expenses decreased $1.3 million to $8.3 million.
Decreases in sales aids, television and journal advertising, and
meetings and seminars account for this decrease. This is partly
due to timing, but primarily due to the fact that two new products
were launched in 1997, requiring higher levels of expenditure at
that time to increase product recognition in the marketplace.
Administrative Expenses
For the nine months ended September 30, 1998, Administrative
expense increased $8.5 million to $25.5 million from $17.0 million.
This increase was due primarily to an increase of $2.3 million in
product intangible amortization expense due to the addition of
PENTASA and a $4.4 million increase related to salaries and
benefits, particularly the stock appreciation rights (SARs) and the
Supplemental Executive Retirement Plan (SERP) which was established
in the second quarter 1998. The related year to date expense for
the SERP is $1.4 million.
In order to mitigate the potential future compensation expense to
the Company related to SARs, the Company accelerated the vesting of
all SARs not yet vested, and the executive officers holding such
SARs agreed to voluntarily exercise the outstanding SARs, thereby
terminating any potential benefit from the SARs which such officers
may have realized in the future. The exercise of all outstanding
SARs during the current period resulted in a one time charge of
$3.3 million, of which $0.7 million relates to accelerated vesting.
In connection with the acceleration of vesting and the exercise of
all outstanding SARs, the executive officers who exercised the SARs
received options to purchase one share of the Company's Common
Stock for each two SARs exercised.
Administrative expenses increased $1.5 million from the third
quarter 1997 to $7.4 million in the third quarter 1998 due largely
to the increase in amortization expense with the addition of
PENTASA to the product mix.
- 11 -
<PAGE>
Interest Income and Expense
Interest income for the nine months ended September 30, 1998,
decreased $0.7 million as a result of a decrease in invested
marketable securities due to utilization of funds for the purchase
of PENTASA, the purchase of the new distribution facility, and
improvements made to the Canadian manufacturing facility as well as
debt payments on products purchased in prior years. Interest
expense for the same period increased to $3.4 million from $0.6
million as a result of interest expense on the loan to finance the
purchase of PENTASA.
Income Taxes
For the nine months ended September 30, 1998 and 1997, income tax
expense was calculated using normal US federal and state statutory
rates, except for certain taxes related to foreign operations. The
Company has recorded net deferred tax assets of approximately $11
million. Realization is dependent upon generating sufficient
taxable income to utilize such items. Although realization is not
assured, management believes it is more likely than not that all of
the deferred tax assets will be realized; however, these assets
could be reduced at any time if estimates of future taxable income
are reduced.
Liquidity and Capital Resources
For the nine months ended September 30, 1998, operating cash
inflows amounted to $14.7 million as a result of the Company's net
income of $10.2 million enhanced by non-cash charges, primarily
depreciation and amortization, as well as increases in payables and
other current liabilities, offset by changes in accounts and notes
receivable and inventory. As of September 30, 1998, the Company
had cash, cash equivalents and marketable securities of $61.3
million.
Investing activities used $167.9 million, comprised primarily of
$5.6 million in marketable securities purchases, fixed and
intangible asset purchases of $9.0 and $153.7 million,
respectively.
Financing activities provided $125.6 million, including $7.5
million of payments on notes payable offset by proceeds from the
issuance of Common and Preferred Stock of $8.1 million and receipts
of $125.0 million from a five year term loan. This loan is the
primary financing for the Company's purchase of PENTASA, a patented
gastrointestinal drug for ulcerative colitis, from Hoechst Marion
Roussel in April, 1998.
The Company will use its existing cash and securities balances and
cash generated from operations to fund its operating activities and
its near-term and long-term debt obligations from previous product
acquisitions as well as potential future acquisitions of new
products and the completion of the capital improvements to the
Canadian manufacturing facility.
In connection with the sale of VRG, the Company took back a note in
the amount of $9.7 million.
- 12 -
<PAGE>
Foreign Currency Fluctuations
Roberts has subsidiary operations outside the United States. As a
result, Roberts is subject to fluctuations in revenues and costs
reported in United States dollars as a consequence of changing
currency exchange rates, especially rates for the British pound and
Canadian dollar. Fluctuations for the British pound were not
material for the first nine months of 1998. Due to the weakening
of the Canadian dollar in 1998, the cumulative foreign currency
translation balance has increased by $1.4 million for the nine
months ended September 30, 1998. These amounts are accumulated and
reported separately in the Shareholder's Equity section.
Year 2000 Conversion Project
The year 2000 conversion problem arises from the inability of some
information systems and other date-sensitive equipment with
embedded chips or processors to properly recognize and process
information after January 1, 2000. The Company's project is
proceeding on schedule. The four main areas being addressed are
financial systems, non-financial systems, customers and suppliers
readiness and other date-sensitive equipment.
Over the past year, the Company has replaced or upgraded much of
its software and systems in the normal course of business. The
financial system was replaced with an Enterprise Reporting System
which the developer states is 2000 compliant. The Company intends
to obtain and review the developer's certification documentation.
The system was implemented in the U.S. in April, 1998, due to the
need for an integrated, more advanced system to link the Finance
and Sales departments located at headquarters with the new
distribution facility. The Canadian and U.K. subsidiaries are on
schedule to move to the new financial system on January 1, 1999.
These upgrades are also due to reporting requirements and not 2000
compliance. After the upgrades are complete, the three financial
locations will be electronically linked, enabling more timely
completion of financial requirements. Non-financial software and
hardware was also replaced in the normal course of business as the
previous systems were outdated.
The manufacturing plant, located in Canada, which was purchased by
the Company in 1997, required various upgrades to the operating
systems. New hardware and upgraded software was installed. The
hardware was installed to replace outdated processing equipment.
The software was installed to ensure 2000 compliance. The
Company's investment in this software was approximately $225 thousand
U.S. dollars.
- 13 -
<PAGE>
One of the Company's customers requires the Company to meet certain
electronic data interface (EDI) requirements related to year 2000
compliance in order for the customer to continue its relationship
with the Company. The Company anticipates completing these
requirements before the end of 1998 and will be able to interface
with other suppliers and customers that are 2000 compliant.
Approximately 50 to 60 percent of the Company's sales are currently
made through EDI, through primarily one clearinghouse. This
clearinghouse is 2000 compliant and upgrades non-2000 compliant
incoming transmissions to compliant transmissions. In the event
that a non-compliant customer could not interface electronically,
orders can be transmitted via phone, fax or mail, and therefore no
disruption of sales would be expected.
The Company is attempting to ascertain the compliance of other
customers and suppliers, including the Company's toll
manufacturers, through the means of a questionnaire. This program
is ongoing and assessments regarding additional work necessary will
be made as responses are received. In the event that any of the
Company's significant customers or suppliers do not achieve
compliance on a timely basis, the Company's business or operations
could be adversely impacted if new customers or alternate suppliers
can not be found.
Other date-sensitive equipment includes primarily telephones and
building issues such as heating and lighting systems. The
telephone system at the U.S. headquarters was replaced in 1998 in
the normal course of business as the lease on the former system
expired. The new system is compliant. The phone systems at the
distribution facility and at the U.K. location will be replaced by
the first quarter of 1999 as they are not currently 2000 compliant. The
total cost of these new systems is approximately $70 thousand. The
Company has received assurances that the building systems are
compliant and will be obtaining documentation to that effect over
the next several months.
In accordance with the Company's fixed asset capitalization policy,
the hardware, software and phone systems purchased will be added to
fixed assets and amortized over the appropriate useful life. The
Company has not retained any consultants nor hired additional
employees to assist in achieving compliance.
Based on the Company's progress to date and timeline to complete
the work on the Year 2000 compliance issue, the Company does not
foresee significant financial or operational risks associated with
its compliance at this time. However, these expectations are
subject to uncertainties. These include, but are not limited to
the ability to assess suppliers and customers readiness, failure to
identify all susceptible systems and the availability and cost of
personnel necessary to remediate any unforeseen problems.
- 14 -
<PAGE>
Item 6 Exhibits and Reports on Form 8K
Reports on Form 8K
Date of Report
Sept 3, 1998 Roberts Pharmaceutical Corporation announced the
election of Joseph E. Smith to its Board of
Directors. Roberts Board now consists of nine
members and Mr. Smith is the fifth outside
director.
Sept 23, 1998 Roberts Pharmaceutical Corporation announced that
its founder and Executive Chairman, Dr. Robert A.
Vukovich, has retired from active employment with
the Company. He will continue to serve as Chairman
of the Company's Board of Directors and as a
consultant for drug development and strategic
planning. John T. Spitznagel, who was appointed to
succeed Dr. Vukovich in September 1997 continues to
manage the Company as President and Chief Executive
Officer. Roberts Board of Directors now consists
of six non-employee members and three corporate
officers.
Oct 13, 1998 Roberts Pharmaceutical Corporation announced that,
based on preliminary unaudited data, the Company
expected to report a strong profit for the third
quarter ended September 30, 1998. Roberts expected
third quarter 1998 per share earnings to exceed the
high end of the First Call estimate range of $0.10
to $0.13.
- 15 -
<PAGE>
FORWARD LOOKING STATEMENTS
Certain statements included in Footnotes #1 and #5 and Items 2 and
6 of this form 10-Q are intended to be, and are hereby identified
as, forward looking statements for purposes of the safe harbor
provided by Section 21E of the Securities Exchange Act of 1934, as
amended, and Section 27A of the Securities Act of 1933, as amended.
The Registrant cautions readers that forward looking statements,
including, without limitation, those relating to the Registrant's
future business prospects, revenues, cost of sales, intangible
dispositions and write-offs, continuing operations and discontinued
operations, and liquidity and capital resources, are subject to
certain risks and uncertainties, including, without limitation, the
ability of the Registrant to secure regulatory approval in the
United States and in foreign jurisdictions for the Registrant's
developmental pipeline drugs, the efforts of the Registrant's
competitors and the introduction of rival pharmaceutical products
which may prove to be more effective than the Registrant's
products, general market conditions, the availability of capital,
and the uncertainty over the future direction of the healthcare
industry, that could cause actual results to differ materially from
those indicated in the forward looking statements.
- 16 -
<PAGE>
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this amendment to be signed on
its behalf by the undersigned, thereunto duly authorized.
Date: November 13, 1998 /s/ Peter M. Rogalin
----------------- ----------------------------
Peter M. Rogalin
Vice President and Treasurer
Date: November 13, 1998 /s/ Peter M. Rogalin
----------------- ----------------------------
Peter M. Rogalin
Chief Accounting Officer
- 17 -
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
Form 10-Q for the Quarter ended September 30, 1998
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> SEP-30-1998
<CASH> 15,440
<SECURITIES> 45,450
<RECEIVABLES> 33,692
<ALLOWANCES> 0
<INVENTORY> 25,434<F1>
<CURRENT-ASSETS> 141,333
<PP&E> 33,186
<DEPRECIATION> 0
<TOTAL-ASSETS> 514,913
<CURRENT-LIABILITIES> 48,332
<BONDS> 130,302
0
0
<COMMON> 319
<OTHER-SE> 334,011
<TOTAL-LIABILITY-AND-EQUITY> 514,913
<SALES> 118,720
<TOTAL-REVENUES> 119,925
<CGS> 43,360
<TOTAL-COSTS> 43,360
<OTHER-EXPENSES> 8,942
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,450
<INCOME-PRETAX> 16,070
<INCOME-TAX> 5,862
<INCOME-CONTINUING> 16,070
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 16,070
<EPS-PRIMARY> 0.33
<EPS-DILUTED> 0.33
<FN>
<F1>Includes raw material and work-in-process inventory of $5,333.
</FN>
</TABLE>
