NEUROCRINE BIOSCIENCES INC
10-Q, 1998-11-16
BIOLOGICAL PRODUCTS, (NO DIAGNOSTIC SUBSTANCES)
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

(Mark One)

          [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                       SECURITES AND EXCHANGE ACT OF 1934

               For the quarterly period ended SEPTEMBER 30, 1998

                                       OR

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

 For the transition period from ______________________ to ____________________

                         Commission file number 0-28150

                          NEUROCRINE BIOSCIENCES, INC.
             (Exact name of registrant as specified in its charter)

                               DELAWARE 33-0525145
        (State or other jurisdiction of (IRS Employer Identification No.)
                         incorporation or organization)

                           10555 SCIENCE CENTER DRIVE
                           SAN DIEGO, CALIFORNIA 92121
                    (Address of principal executive offices)

                                 (619) 658-7600
              (Registrant's telephone number, including area code)

    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

    The number of outstanding shares of the registrant's Common Stock, par value
of $0.001, was 18,208,786 as of October 31, 1998.



<PAGE>


                           NEUROCRINE BIOSCIENCES, INC
                                    FORM 10-Q
                                      INDEX


<TABLE>
                                                                          PAGE
<CAPTION>
<S>        <C>                                                            <C>
PART I     FINANCIAL INFORMATION

  Item 1   Financial Statements .......................................    3

           Condensed Consolidated Balance Sheets as of
            September 30, 1998 and December 31, 1997 ..................    3

           Condensed Consolidated Statements of Operations for the
             three and nine months ended September 30, 1998 and 1997 ..    4

           Condensed Consolidated Statements of Cash Flows for the nine
             months ended September 30, 1998 and 1997 .................    5

           Notes to Condensed Consolidated Financial Statements .......    6

  Item 2   Management's Discussion and Analysis of Financial Condition
            and Results of Operations .................................    6

           Overview ...................................................    6

           Results of Operations ......................................    7

           Liquidity and Capital Resources ............................    8

           Year 2000 ..................................................    9

PART II    OTHER INFORMATION

  Item 5   Deadline for Recdipt of Stockholder Proposals ..............   10

  Item 6   Exhibits and Reports on Form 8-K ...........................   10

           SIGNATURES .................................................   11

</TABLE>

<PAGE>

PART I.    FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS
<TABLE>
<CAPTION>

                          NEUROCRINE BIOSCIENCES, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                 (In thousands)
                                                           Sept 30,     Dec 31,
                                                            1998         1997
                                                         ----------   ----------
                                                         (Unaudited)    (Note)
<S>                                                        <C>        <C>     
                                   ASSETS
Current assets

    Cash and cash equivalents ..........................   $ 18,562    $ 15,771
    Short-term investments, available-for-sale .........     47,526      59,321
    Receivables under collaborative agreements .........      1,062         194
    Receivables from related parties and other .........        338         940
    Other current assets ...............................        408         152
                                                           --------    --------
       Total current assets ............................     67,896      76,378

Property and equipment, net ............................      7,333       5,362
Investment in Neuroscience Pharma, Inc. ................      5,044       3,343
Notes receivable .......................................      4,286       4,089
Other assets ...........................................      2,319       2,731
                                                           ========    ========
       Total assets ....................................   $ 86,878    $ 91,903
                                                           ========    ========

                    LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
    Accounts payable ...................................   $  1,145    $  1,822
    Accrued expenses, other current liabilities
       and current portion of long-term liabilities ....      3,916       5,548
                                                           --------    --------
       Total current liabilities .......................      5,061       7,370

Long-term liabilities ..................................      3,153       1,381
                                                           --------    --------
        Total liabilities ..............................      8,214       8,751

Stockholders' equity
    Preferred Stock, $0.001 par value, 5,000,000 shares
       authorized, no shares issued and outstanding
    Common stock, $0.001 par value, 100,000,000 shares
       authorized, issued and outstanding were
       18,208,743 shares in 1998 and 17,686,802
       shares in 1997 ..................................         18          18
    Additional Paid in Capital .........................     97,118      88,586
    Unrealized gains (losses) on marketable securities .         23           2
    Deferred stock compensation and shareholder notes ..       (403)       (559)
    Accumulated deficit ................................    (18,092)     (4,895)
                                                           --------    --------
       Total stockholders' equity ......................     78,664      83,152

                                                           ========    ========
       Total liabilities and stockholders' equity ......   $ 86,878    $ 91,903
                                                           ========    ========
<FN>
Note:  The  balance  sheet at December  31,  1997 was  derived  from the audited
financial  statements at that date, but does not include all of the  disclosures
required by generally accepted accounting principles.
</FN>

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


<PAGE>
<TABLE>
<CAPTION>


                          NEUROCRINE BIOSCIENCES, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
            (Unaudited; in thousands, except earnings per share data)

                                   Three Months Ended      Nine Months Ended
                                      September 30,          September 30,
                                  --------------------    --------------------
                                     1998       1997        1998       1997
                                  ---------   --------    --------   ---------
<S>                               <C>         <C>         <C>         <C>     
REVENUES
    Sponsored research ........   $  1,888    $  2,988    $  5,662    $  8,263
    Milestones ................        750       1,750       2,000       7,750
    Other revenues ............      2,416       1,503       3,819       3,883
                                  --------    --------    --------    --------
       Total revenues .........      5,054       6,241      11,481      19,896

OPERATING EXPENSES
    Research and development ..      8,692       4,998      18,599      14,027
    General and administrative       1,814       1,566       4,682       4,055
    Special charges ...........         --          --       5,510          --
                                  --------    --------    --------    --------
       Total operating expenses     10,506       6,564      28,791      18,082

INCOME (LOSS) FROM OPERATIONS .     (5,452)       (323)    (17,310)      1,814

OTHER INCOME AND EXPENSES
    Interest income ...........      1,174       1,059       3,294       2,892
    Interest expense ..........        (23)        (35)        (87)       (123)
    Other income ..............        264         257         905         696
                                  --------    --------    --------    --------
INCOME (LOSS) BEFORE
    INCOME TAXES ..............     (4,037)        958     (13,198)      5,279

Income taxes ..................         --         145          --         222
                                  --------    --------    --------    --------

NET INCOME (LOSS) .............   $ (4,037)   $    813    $(13,198)   $  5,057
                                  ========    ========    ========    ========

EARNINGS (LOSS) PER SHARE
    Basic .....................   $  (0.22)   $   0.05    $  (0.74)   $   0.30
    Diluted ...................   $  (0.22)   $   0.04    $  (0.74)   $   0.26

SHARES USED IN THE CALCULATION
  OF EARNINGS (LOSS) PER SHARE
    Basic .....................     18,189      16,950      17,925      16,906
    Diluted ...................     18,189      19,327      17,925      19,271


     See accompanying notes to condensed consolidated financial statements.

</TABLE>

<PAGE>
<TABLE>
<CAPTION>
                          NEUROCRINE BIOSCIENCES, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                            (Unaudited; in thousands)


                                                             Nine Months Ended
                                                            September 30, 1998
                                                           ---------------------
                                                              1998       1997
                                                           ----------  ---------
<S>                                                        <C>         <C>     
CASH FLOW FROM OPERATING ACTIVITIES
Net income (loss) ......................................   $(13,198)   $  5,057
Adjustments to reconcile net income (loss) to net cash
 provided by (used in) operating activities:

  Acquisition of Northwest NeuroLogic for Common Stock ..     4,200          --
  Writedown of investment in Neuroscience Pharma .......      1,281          --
  Depreciation and amortization ........................      1,261         890
  Deferred revenues ....................................       (875)        125
  Deferred expenses ....................................        185         391
  Changes in operating assets and liabilities:
    Other current assets ...............................       (522)     (2,416)
    Other non-current assets ...........................        924      (3,869)
    Accounts payable and accrued liabilities ...........     (1,249)      1,360
                                                           --------    --------
Net cash flows (used in) provided by
 operating activities ..................................     (7,993)      1,538

CASH FLOW FROM INVESTING ACTIVITIES
Purchases of short-term investments ....................    (31,144)    (85,019)
Sales/maturities of short-term investments .............     42,961      89,932
Purchases of property and equipment, net ...............     (3,069)     (2,548)
                                                           --------    --------
Net cash flows provided by investing activities ........      8,748       2,365

CASH FLOW FROM FINANCING ACTIVITIES
Issuance of Common Stock ...............................        477         452
Proceeds from capital lease financing ..................      2,334          --
Principal payments on long-term obligations ............       (776)       (594)
Payments received on shareholder notes receivable ......          1           8
                                                           --------    --------
Net cash flows provided by (used in)
 financing activities ..................................      2,036        (134)
                                                           --------    --------
Net increase in cash and cash equivalents ..............      2,791       3,769

Cash and cash equivalents at beginning of the period ...     15,771      11,325
                                                           --------    --------
Cash and cash equivalents at end of the period .........   $ 18,562    $ 15,094
                                                           ========    ========

SUPPLEMENTAL DISCLOSURES
Schedule of noncash investing and financing activities:
  Conversion of note receivable to investment in NPI ...   $  1,401    $     --
  Conversion of NPI Preferred Stock to investment in NPI      3,855          --
  Sold land for note receivable ........................      3,485          --   




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

<PAGE>

                          NEUROCRINE BIOSCIENCES, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

NOTE 1.  BASIS OF PRESENTATION

    The  condensed   consolidated   financial  statements  included  herein  are
unaudited.  These  financial  statements  include  the  accounts  of  Neurocrine
Biosciences,  Inc. (the  "Company") and its wholly owned  subsidiary,  Northwest
NeuroLogic,  Inc. ("NNL"). All significant  intercompany  transactions have been
eliminated  in  consolidation.  The  Company's  minority  ownership  interest in
Neuroscience  Pharma,  Inc.  ("NPI")  has been  accounted  for under the  equity
method.  Certain  reclassifications  have been  made to prior  year  amounts  to
conform to the  presentation  for the three and nine months ended  September 30,
1998.

    The  condensed  consolidated  financial  statements  have been  prepared  in
accordance with generally accepted  accounting  principles for interim financial
information and with the instructions of the Securities and Exchange  Commission
on Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly,  they do not include
all of the information and footnotes required by generally  accepted  accounting
principles  for complete  financial  statements.  In the opinion of  management,
these  financial  statements  include  all  adjustments  (consisting  of  normal
recurring  adjustments)  necessary  for a fair  presentation  of  the  financial
position, results of operations, and cash flows for the periods presented.

    The results of operations  for the interim  periods shown in this report are
not necessarily  indicative of results expected for the full year. The financial
statements should be read in conjunction with the audited  financial  statements
and notes for the year ended December 31, 1997, included in the Company's Annual
Report on Form 10-K filed with the Securities and Exchange Commission.

NOTE 2.  NET INCOME PER SHARE

    In accordance with Financial  Accounting  Standards Board Statement No. 128,
"Earnings  per Share" ("SFAS  128"),  basic  earnings per share is calculated by
dividing net income by the weighted average number of common shares  outstanding
for the period.  Diluted  earnings per share reflects the potential  dilution of
securities  that could share in the earnings of the Company such as common stock
which may be  issuable  upon  exercise  of  outstanding  common  stock  options,
warrants and preferred  stock.  These shares are excluded when their effects are
antidilutive. As required by SFAS 128, the Company has restated the earnings per
share presentations for the periods ended September 30, 1997.

NOTE 3.  COMPREHENSIVE INCOME

    On January 1, 1998, the Company  adopted  Statement of Financial  Accounting
Standard  No. 130,  "Comprehensive  Income"  ("SFAS 130.  SFAS 130  requires the
disclosure of all components of comprehensive  income,  including net income and
changes  in  equity  during a period  from  transactions  and other  events  and
circumstances  generated  from non-owner  sources.  Other  comprehensive  income
consisted of gains (losses) on short-term investments of $16,000 and $21,000 for
the three and nine months ended September 30, 1998,  respectively,  and $230,000
and $150,000 for the respective periods in 1997.

ITEM 2.  MANAGEMENT'S  DISCUSSION  AND ANALYSIS OF FINANCIAL  CONDITION AND
         RESULTS OF OPERATIONS

    The following  Management's  Discussion and Analysis of Financial  Condition
and Results of Operations of Neurocrine  Biosciences,  Inc. ("Neurocrine" or the
"Company")   contains   forward-looking   statements  which  involve  risks  and
uncertainties,   pertaining  generally  to  the  expected  continuation  of  the
Company's collaborative agreements, the receipt of research payments thereunder,
the future  achievement  of various  milestones in product  development  and the
receipt of payments related thereto,  the potential receipt of royalty payments,
pre-clinical  testing and clinical trials of potential  products,  the period of
time  the  Company's   existing   capital   resources   will  meet  its  funding
requirements,  and financial results and operations. Actual results could differ
materially  from those  anticipated  in these  forward-looking  statements  as a
result of various factors, including those set forth below and those outlined in
the  Company's  1997 Annual  Report on Form 10-K filed with the  Securities  and
Exchange Commission.

OVERVIEW

    Since the  founding  of the  Company in January  1992,  Neurocrine  has been
engaged in the discovery and  development of novel  pharmaceutical  products for
diseases  and  disorders  of the central  nervous and immune  systems.  To date,
Neurocrine  has not generated  any revenues from the sale of products,  and does
not expect to generate any product revenues in the foreseeable future.  Revenues
are expected to come from the Company's strategic alliances. The Company expects
to  generate  future net losses in  anticipation  of  significant  increases  in
operating  expenses  as products  are  advanced  through  the various  stages of
clinical  development.  As of  September  30,  1998,  Neurocrine  has incurred a
cumulative deficit of approximately $18.1 million and expects to incur operating
losses in the  future,  which may be  potentially  greater  than losses in prior
years.

RESULTS OF OPERATIONS

                 THREE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997

     Revenues for the third  quarter of 1998 were $5.1 million  compared to $6.2
million  for the  comparable  period in 1997.  The  decline  of $1.1  million in
revenues  resulted  primarily from  non-recurring  1997 revenues  including $1.1
million in sponsored research payments received under the Janssen  collaboration
and  $1.0   million  in   milestone   payments   received   under  the  Novartis
collaboration.   Other   revenues  in  1998   included   sponsored   development
reimbursements of $2.1 million from NPI.

    Research and  development  expenses  increased to $8.7 million for the third
quarter of 1998  compared  to $5.0  million  for the same  period in 1997.  This
increase  reflects higher costs associated with increased  scientific  personnel
and  related  expenditures  as the Company  broadens  its  clinical  development
pipeline.

     General and administrative  expenses increased to $1.8 million during thrid
quarter  of 1998  compared  to $1.6  million  for the same  period in 1997.  The
increase resulted primarily from additional administrative  personnel,  business
development and professional  service expenses to support the expanded  clinical
development efforts.

    Interest  income  increased to $1.2 million during the third quarter of 1998
compared to $1.1 million for the same period last year. This increase was due to
higher effective  interest yields on the Company's  investment  portfolio during
the third quarter of 1998 compared to the same period last year.

    Net loss for the third  quarter of 1998 was $4.0  million or $0.22 per share
compared to net income of $813,000 or $0.05 per share ($0.04 per share  assuming
dilution) for the same period in 1997. The decrease in net earnings and earnings
per share resulted  primarily from an increase in 1998 research and  development
expenses  of $3.7  million  related to the  Company's  efforts  to  broaden  its
clinical  development  pipeline  and $1.1  million  of  non-recurring  sponsored
research and milestone revenues received in 1997.

    To  date,  the  Company's  revenues  have  come  from  funded  research  and
achievements of milestones under corporate collaborations. The nature and amount
of these revenues from period to period may lead to substantial  fluctuations in
the  results of  quarterly  revenues  and  earnings.  Accordingly,  results  and
earnings of one period are not predictive of future periods.

                  NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997

     Revenues for the nine months ended  September  30, 1998 were $11.5  million
compared to $19.9  million  for the  comparable  period in 1997.  The decline in
revenues of $8.4 million  resulted  primarily from  non-recurring  1997 revenues
including $2.6 million in sponsored research payments received under the Janssen
collaboration,  $1.0 million in milestone  payments  received under the Novartis
collaboration and a $5.0 million research support payment received under the Eli
Lilly  collaboration.  Revenues  in 1998  include a $250,000  milestone  payment
received  under  the  Janssen   collaboration  and  $2.1  million  of  sponsored
development reimbursements from NPI.

    Research and  development  expenses  increased to $18.6 million for the nine
months ended  September 30, 1998 compared with $14.0 million for the same period
in  1997.  This  increase   reflects  higher  costs  associated  with  increased
scientific  personnel  and  related  expenditures  as the Company  broadens  its
clinical development pipeline.

    General and  administrative  expenses  increased to $4.7 million  during the
nine  months  ended  September  30, 1998  compared to $4.1  million for the same
period in 1997. The increase resulted  primarily from additional  administrative
personnel, business development and professional service expenses to support the
expanded clinical development efforts.

    Special charges for the nine months ended September 30, 1998 of $5.5 million
consisted of $4.2 million  related to the  acquisition of Northwest  Neurologic,
Inc.  ("NNL")  and $1.3  million  related to the  in-licensing  of two  chemical
compounds for insomnia and glioblastoma and non-cash charges associated with the
Company's minority-owned Canadian affiliate.

    Interest  income  increased  to $3.3  million  during the nine months  ended
September 30, 1998 compared to $2.9 million for the same period last year.  This
increase  primarily  resulted  from  higher  effective  interest  yields  on the
Company's investment portfolio during 1998.

    Net loss for the nine months ended  September  30, 1998 was $13.2 million or
$0.74 per share  ($0.43 per share  excluding  special  charges)  compared to net
income of $5.1  million or $0.30 per share ($0.26 per share  assuming  dilution)
for the same period in 1997.  The decline in net earnings and earnings per share
resulted  primarily from special  charges of $5.5 million (of which $4.9 million
were non-cash charges),  increased operating expenses of $5.2 million related to
the  Company's  broadened  clinical  development  pipeline,  and $8.4 million of
non-recurring 1997 revenues.

    To  date,  the  Company's  revenues  have  come  from  funded  research  and
achievements of milestones under corporate collaborations. The nature and amount
of these revenues from period to period may lead to substantial  fluctuations in
the results of  year-to-date  revenues and  earnings.  Accordingly,  results and
earnings of one period are not predictive of future periods.

LIQUIDITY AND CAPITAL RESOURCES

    At September 30, 1998, the Company's cash, cash equivalents,  and short-term
investments   totaled  $66.1  million.   Cash  held  by  the  Company   excludes
approximately  $2.9 million  held by NPI,  which is available to fund certain of
the Company's research and development activities.

    Cash used in operating  activities  during 1998 was $8.0 million compared to
net cash  provided of $1.5 million for the same period in 1997.  The increase in
cash used in  operating  activities  during  1998 was  primarily  the  result of
decreased earnings and payment of current liabilities.

    Cash provided by investing  activities during 1998 was $8.7 million compared
to $2.4 million  during the same period in 1997.  The increase in cash  provided
was  primarily  the result of timing  differences  in  investment  purchases and
sales/maturities  and  fluctuations in the Company's  portfolio mix between cash
equivalent and short-term investment holdings.

    Cash provided by financing  activities during 1998 was $2.0 million compared
to net cash used of $134,000  for the same period in 1997.  The  increase in net
cash  provided  was  primarily  due to  proceeds  received  from  capital  lease
financing of $2.3 million.

    The Company  believes  that its existing  capital  resources,  together with
interest income and future payments due under the strategic  alliances,  will be
sufficient to satisfy its current and projected  funding  requirements  at least
through the year 2000.  However,  no  assurance  can be given that such  capital
resources   and  payments  will  be  sufficient  to  conduct  its  research  and
development programs as planned. The amount and timing of expenditures will vary
depending upon a number of factors, including progress of the Company's research
and development programs.

YEAR 2000 

    The "Year 2000" issue  generally  describes the various  problems  which may
result from the improper  processing of dates and  date-sensitive  calculations.
Computers and other equipment  containing  computer-related  components (such as
programmable  logic  controllers and other embedded systems) using two digits to
identify the year in a date may not be able to distinguish  between dates in the
20th century versus the 21st century. This issue could cause system or equipment
malfunctions resulting in material and adverse interruptions in operations.

    The  Company  uses and  relies on a  variety  of  information  technologies,
computer  systems and scientific  equipment which could be affected by the "Year
2000"  issue.  In general,  the Company has  identified  two areas for Year 2000
review: internal systems and operations,  and external systems and services. The
Company believes it has identified and corrected all Year 2000 issues related to
its information  technology ("IT") systems.  The Company is currently  analyzing
its non-information technology ("Non-IT") systems and expects to have identified
risks and  planned for  corrections  within the next few  months.  Although  the
analysis of Non-IT systems is not complete,  the Company  believes that costs to
correct any issues identified will be less than $100,000.

    In addition to its internal systems review, the Company plans to contact all
of its  significant  vendors  and  collaborators  to  ascertain  their Year 2000
readiness and to identify risks  associated  with external system  failures.  At
that time, the Company will determine the nature and extent of contingency plans
it  may  need  to  reduce  risks  of  operational  interruptions.   The  Company
anticipates  that its assessments of its significant  third party  relationships
will be completed by mid 1999.

    Although the Company believes its key financial, information and operational
systems are Year 2000  compliant,  there can be no assurances that other defects
will not be discovered in the future.  The Company is unable to control  whether
the firms and vendors it does business with currently,  and in the future,  will
have systems which are Year 2000 compliant.  The Company's  operations  could be
affected  to the  extent  that  firms and  vendors  would be  unable to  provide
services or ship products.  However,  management  does not believe the Year 2000
changes  will have a material  impact on its  business,  financial  condition or
results of operations.


CAUTION ON FORWARD-LOOKING STATEMENTS

    The Company's  business is subject to significant  risks,  including but not
limited  to, the risks  inherent in its  research  and  development  activities,
including the successful continuation of the Company's strategic collaborations,
the  successful  completion  of clinical  trials,  the  lengthy,  expensive  and
uncertain process of seeking regulatory approvals, uncertainties associated both
with the  potential  infringement  of patents  and other  intellectual  property
rights of third  parties,  and with  obtaining and enforcing its own patents and
patent rights, uncertainties regarding government reforms and of product pricing
and reimbursement  levels,  technological change and competition,  manufacturing
uncertainties  and  dependence on third parties.  Even if the Company's  product
candidates appear promising at an early stage of development, they may not reach
the market for numerous reasons. Such reasons include the possibilities that the
product will be  ineffective  or unsafe  during  clinical  trials,  will fail to
receive necessary  regulatory  approvals,  will be difficult to manufacture on a
large  scale,  will  be  uneconomical  to  market  or  will  be  precluded  from
commercialization by proprietary rights of third parties.

    Neurocrine  will  require  additional  funding for the  continuation  of its
research and product development programs, for progress with preclinical testing
and clinical  trials,  for  operating  expenses,  for the pursuit of  regulatory
approvals  for its  product  candidates,  for the costs  involved  in filing and
prosecuting  patent  applications and enforcing or defending  patent claims,  if
any, the cost of product  in-licensing  and any possible  acquisitions,  and may
require  additional   funding  for  establishing   manufacturing  and  marketing
capabilities in the future. The Company may seek to access the public or private
equity markets  whenever  conditions  are  favorable.  The Company may also seek
additional funding through strategic  alliances and other financing  mechanisms,
potentially  including  off balance  sheet financing.  There can be no assurance
that adequate funding will be available on terms  acceptable to the Company,  if
at all.  If  adequate  funds are not  available,  the Company may be required to
curtail  significantly  one or more of its research or  development  programs or
obtain funds through  arrangements with collaborative  partners or others.  This
may require the Company to relinquish  rights to certain of its  technologies or
product candidates.

    Continued  profitability is not expected as the Company's operating expenses
are anticipated to rise significantly in future periods as products are advanced
through the various development and clinical stages. Neurocrine expects to incur
additional  operating  expenses  over the next  several  years as its  research,
development,  preclinical testing and clinical trial activities increase. To the
extent  that the  Company  is unable  to obtain  third  party  funding  for such
expenses,  the Company expects that increased  expenses will result in increased
losses from  operations.  There can be no assurance that the Company's  products
under  development  will be  successfully  developed  or that its  products,  if
successfully developed,  will generate revenues sufficient to enable the Company
to earn a profit.


PART II.  OTHER INFORMATION

ITEM 5.  OTHER INFORMATION

DEADLINE FOR RECEIPT OF STOCKHOLDER PROPOSALS

    Stockholders  are entitled to present  proposals for action at a forthcoming
meeting if they comply with the  requirements of the proxy rules  established by
the  Securities  and  Exchange  Commissions.  Proposals of  stockholders  of the
Company that are intended to be presented by such  stockholders at the Company's
1999  Annual  Meeting of  Stockholders  must be received by the Company no later
than December 18, 1998 in order that they may be considered for inclusion in the
proxy statement and form of proxy relating to that matter.

    If a  stockholder  intends  to submit a  proposal  at the  Company's  Annual
Meeting,  which is not eligible for inclusion in the proxy statement relating to
that meeting,  the  stockholder  must give the Company notice in accordance with
the requirements  set forth in the Securities  Exchange Act of 1934, as amended,
no later than February 8, 1999.  If such a stockholder  fails to comply with the
foregoing  notice  provision,  the proxy  holders  will be  allowed to use their
discretionary  authority  when and if the  proposal  is raised at the  Company's
Annual Meeting in 1999.

ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits.  The following  exhibits are filed as part of, or  incorporated by
reference into this report:

         27       Financial Data Schedule

(b) Reports on Form 8-K.  During the  quarter  ended  September  30,  1998,  the
Company filed no current Reports on Form 8-K.



<PAGE>



                                   SIGNATURES

    Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                               NEUROCRINE BIOSCIENCES, INC.

Dated:  11/13/98               /s/ Paul W. Hawran                          
                               PAUL W. HAWRAN
                               Senior Vice President and Chief Financial Officer
                               (Principal Financial and Accounting Officer)

<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
This schedule  contains summary  financial  information  extracted from the Form
10-Q for the quarter  ended  September 30, 1998 and is qualified in its entirety
by reference to such financial statements.
</LEGEND>

<MULTIPLIER>                                   1,000
       
<S>                             <C>              
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                         DEC-31-1998
<PERIOD-START>                            JAN-01-1998
<PERIOD-END>                              SEP-30-1998   
<CASH>                                         18,562
<SECURITIES>                                   47,526
<RECEIVABLES>                                   1,400 
<ALLOWANCES>                                        0 
<INVENTORY>                                         0
<CURRENT-ASSETS>                               67,896
<PP&E>                                         11,446
<DEPRECIATION>                                  4,113
<TOTAL-ASSETS>                                 86,878
<CURRENT-LIABILITIES>                           5,061
<BONDS>                                             0
                               0
                                         0
<COMMON>                                           18
<OTHER-SE>                                     78,646
<TOTAL-LIABILITY-AND-EQUITY>                   86,878
<SALES>                                             0
<TOTAL-REVENUES>                               11,481
<CGS>                                               0
<TOTAL-COSTS>                                  28,791
<OTHER-EXPENSES>                                    0
<LOSS-PROVISION>                                    0
<INTEREST-EXPENSE>                                 87
<INCOME-PRETAX>                               (13,198)
<INCOME-TAX>                                        0
<INCOME-CONTINUING>                                 0
<DISCONTINUED>                                      0
<EXTRAORDINARY>                                     0 
<CHANGES>                                           0
<NET-INCOME>                                  (13,198)
<EPS-PRIMARY>                                   (0.74)
<EPS-DILUTED>                                   (0.74)
        

</TABLE>


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