13 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (X) Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended March 31, 1998 or ( ) Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from __________ to __________ Commission File Number 1-6247 ALZA CORPORATION (Exact name of registrant as specified in its charter) Delaware 77-0142070 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 950 Page Mill Road P.O. Box 10950 Palo Alto, California 94303-0802 (Address of principal executive offices) Registrant's telephone number, including area code (650) 494-5000 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 ( ) Number of shares outstanding of each of the registrant's classes of common stock as of April 30, 1998: Common Stock, $.01 par value - 86,420,910 shares 				ALZA CORPORATION FORM 10-Q for the Quarter Ended March 31, 1998 INDEX Part I. Financial Information Item 1. Financial Statements Condensed Consolidated Statement of Income 3 Condensed Consolidated Balance Sheet 4 Condensed Consolidated Statement of Cash Flows 5 Notes to Financial Statements 6-8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 9-14 Item 3. Quantitative and Qualitative Disclosures about Market Risk 15 Part II. Other Information Item 1. Legal Proceedings 15 Item 6. Exhibits and Reports on Form 8-K 15 Signatures 16 Exhibits PART I. FINANCIAL INFORMATION Item 1. Financial Statements ALZA CORPORATION Condensed Consolidated Statement of Operations (unaudited) (In millions, except per share amounts) Quarter Ended March 31, 1998 1997 ________________________________________________________________ Revenues: Net sales $ 54.4 $ 27.5 Royalties, fees and other 50.0 44.2 Research and development 26.3 33.8 ________________________________________________________________ Total revenues 130.7 105.5 Expenses: Costs of products shipped 29.4 19.7 Research and development 34.2 35.0 Selling, general and administrative 16.2 11.6 ________________________________________________________________ Total expenses 79.8 66.3 ________________________________________________________________ Operating income 50.9 39.2 Interest expense 14.1 13.7 Interest and other income (6.5) (16.9) ________________________________________________________________ Net interest and other expense (income) 7.6 (3.2) ________________________________________________________________ Income before income taxes 43.3 42.4 Provision for income taxes 15.0 16.1 ________________________________________________________________ Net income $ 28.3 $ 26.3 ================================================================ Earnings per share Basic $ 0.33 $ 0.31 ================================================================= Diluted $ 0.32 $ 0.30 ================================================================ See accompanying notes. ALZA Corporation Condensed Consolidated Balance Sheet (unaudited) (In millions) March 31, December 31, 1998 1997 ________________________________________________________________ ASSETS Current assets: Cash and cash equivalents $ 82.6 $ 65.0 Short-term investments 99.5 109.2 Receivables, net 125.2 119.2 Inventories, at cost: Raw materials 9.0 16.5 Work in process 11.0 8.5 Finished goods 14.0 12.8 ________________________________________________________________ Total inventories 34.0 37.8 Prepaid expenses and other current assets 28.4 26.8 ________________________________________________________________ Total current assets 369.7 358.0 Property, plant and equipment 431.9 401.8 Less accumulated depreciation and amortization (99.8) (91.4) ________________________________________________________________ Net property, plant and equipment 332.1 310.4 Investments in long-term securities 363.5 361.6 Other assets 338.1 339.2 ________________________________________________________________ Total assets $ 1,403.4 $ 1,369.2 ================================================================ LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 27.2 $ 56.9 Accrued liabilities 52.2 45.9 Other current liabilities 5.2 1.8 ________________________________________________________________ Total current liabilities 84.6 104.6 5% convertible subordinated debentures 500.0 500.0 5 1/4% zero coupon convertible subordinated debentures 407.8 402.6 Other long-term liabilities 64.2 60.8 Stockholders' equity: Common stock and additional paid-in capital 399.8 382.4 Accumulated other comprehensive income (4.9) (4.8) Retained earnings (deficit) (48.1) (76.4) ________________________________________________________________ Total stockholders' equity 346.8 301.2 ________________________________________________________________ Total liabilities and stockholders' equity $ 1,403.4 $ 1,369.2 ================================================================ See accompanying notes. ALZA CORPORATION Condensed Consolidated Statement of Cash Flows (unaudited) (In millions) Quarter Ended March 31, 1998 1997 ________________________________________________________________ CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 28.3 $ 26.3 Non-cash adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 9.9 6.4 Amortization of product payments 2.6 0.3 Interest on 5 1/4% zero coupon convertible subordinated debentures 5.2 5.0 (Increase) decrease in current assets (3.7) 2.1 Decrease in current liabilities (23.3) (2.9) Other (0.6) 1.5 ________________________________________________________________ Net cash provided by operating activities 18.4 38.7 CASH FLOWS FROM INVESTING ACTIVITIES: Sales and maturities of available-for-sale securities 101.1 201.2 Purchases of available-for-sale securities (93.4) (189.3) Capital expenditures (12.6) (4.4) Other investing activities (10.4) 2.2 ________________________________________________________________ Net cash (used in) provided by investing activities (15.3) 9.7 CASH FLOWS FROM FINANCING ACTIVITIES: Issuances of common stock 17.4 5.3 Principal payments on long-term debt (2.9) (1.1) ________________________________________________________________ Net cash provided by financing activities 14.5 4.2 ________________________________________________________________ Net increase in cash and cash equivalents 17.6 52.6 Cash and cash equivalents at beginning of period 65.0 187.7 ________________________________________________________________ Cash and cash equivalents at end of period $ 82.6 $ 240.3 ================================================================ See accompanying notes. ALZA CORPORATION Notes to Condensed Consolidated Financial Statements (unaudited) 1. BASIS OF PRESENTATION The information at March 31, 1998 and for the quarters ended March 31, 1998 and 1997 is unaudited, and includes all adjustments (consisting only of normal recurring adjustments) that the management of ALZA Corporation ("ALZA") believes necessary for fair presentation of the results for the periods presented. Interim results are not necessarily indicative of results for the full year. The condensed consolidated balance sheet for December 31, 1997 was derived from the audited balance sheet. The condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes for the year ended December 31, 1997 included in ALZA's 1997 Annual Report to Stockholders. Comprehensive Income As of January 1, 1998, ALZA adopted Statement of Financial Accounting Standards No. 130, "Reporting Comprehensive Income" ("SFAS 130"), which establishes standards for reporting comprehensive income and its components. Comprehensive income includes net income plus other comprehensive income, which, for ALZA, primarily comprises net unrealized gains or losses on available-for-sale securities. Other comprehensive income was not material for the quarters ended March 31, 1998 and 1997. Total comprehensive income for the quarters ended March 31, 1998 and 1997 approximates net income for these periods. The adoption of SFAS 130 had no impact on ALZA's results of operations or financial condition. Supplemental Disclosures of Cash Flow Information In the first quarter of 1998, ALZA made a payment of $21.5 million to Janssen Pharmaceutica, Inc. ("Janssen") related to the modification, effective as of December 31, 1997, of a development and commercialization agreement for an E-TRANS- trademark- fentanyl product for the treatment of acute pain. ALZA recorded a nonrecurring charge for this item in the fourth quarter of 1997, and the amount was included in accounts payable at December 31, 1997. Noncash Investing and Financing Quarter Ended March 31, Activities (In millions) 1998 1997 _________________________________________________________________ Investment in low-income housing in exchange for long-term debt $ 10.1 $ 6.6 Acquisition of building in lieu of repayment of note receivable 17.5 - Recently Issued Accounting Pronouncement In June 1997, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 131, "Disclosures about Segments of an Enterprise and Related Information" ("SFAS 131"). SFAS 131 establishes standards for annual and interim disclosures of operating segments, products and services, geographic areas and major customers. SFAS 131 is effective beginning with the 1998 fiscal year end financial statements, and will be applied retroactively, for comparison purposes, to the 1998 quarters in the 1999 quarterly disclosures. ALZA is in the process of evaluating the disclosure requirements of the new standard, the adoption of which will have no impact on ALZA's results of operations or financial condition. 2. PER SHARE INFORMATION Basic earnings per share is calculated by dividing net income by the weighted average common shares outstanding for the period. Diluted earnings per share is calculated by dividing net income, as adjusted, by the weighted average common shares outstanding for the period plus the dilutive effect of stock options, warrants and convertible securities. The following table sets forth the computation of ALZA's basic and diluted earnings per share (in millions, except per share amounts): Quarter Ended March 31, 1998 1997 _________________________________________________________________ NUMERATOR Basic Net income $ 28.3 $ 26.3 ================================================================= Diluted Net income $ 28.3 $ 26.3 Interest on 5 1/4% zero coupon convertible subordinated debentures, net of tax 3.5 3.2 _________________________________________________________________ Adjusted net income $ 31.8 $ 29.5 ================================================================= DENOMINATOR: Basic Weighted average shares 85.9 84.8 ================================================================= Diluted Weighted average shares 85.9 84.8 Effect of dilutive securities: Employee stock options 1.4 0.7 5 1/4% zero coupon convertible subordinated debentures 12.3 12.3 _________________________________________________________________ Weighted average shares and assumed conversions 99.6 97.8 ================================================================= Basic earnings per share $ 0.33 $ 0.31 ================================================================= Diluted earnings per share $ 0.32 $ 0.30 ================================================================= Options to purchase 120,400 shares of common stock were excluded from the diluted earnings per share calculation for the three months ended March 31, 1998 because the exercise price of the options was greater than the average market price of the common shares during the quarter, and therefore the effect of including those options would have been anti-dilutive. ALZA's outstanding 5% convertible subordinated debentures due 2006 were not included in the diluted earnings per share calculation for the periods presented, as their inclusion would have been anti- dilutive. 3. CRESCENDO PHARMACEUTICALS CORPORATION Under the Development Agreement between ALZA and Crescendo Pharmaceuticals Corporation ("Crescendo"), ALZA recorded product development revenues of $19.9 million for the quarter ended March 31, 1998. As of March 31, 1998, disclosed products in development with Crescendo were OROS-registered trademark- oxybutynin, DUROS-trademark- leuprolide, OROS-registered trademark- methylphenidate, E-TRANS-trademark- LHRH, E-TRANS- trademark- Macroflux-trademark- insulin and E-TRANS-trademark- fentanyl (chronic pain). Under the Technology License Agreement between ALZA and Crescendo, ALZA recorded technology fee revenue from Crescendo of $3.0 million for the three months ended March 31, 1998. ALZA has an option to acquire an exclusive, royalty-bearing license to each product developed by Crescendo under the Development Agreement. The option is exercisable on a product-by- product, country-by-country, basis. Under Crescendo's Restated Certificate of Incorporation, ALZA has the right to purchase all (but not less than all) of the Class A Common Stock of Crescendo at a price based upon a pre-established formula. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Notice Concerning Forward-Looking Statements Some of the statements made in this Form 10-Q are forward- looking in nature, including, without limitation, plans concerning the commercialization of products, statements concerning potential product sales, future costs of products shipped (and gross margins), associated sales and marketing expenses, plans concerning development of products and other statements that are not historical facts. The occurrence of the events described, and the achievement of the intended results, are subject to various risk factors that could cause ALZA's actual results to be materially different than those presented, some or all of which are not predictable or within ALZA's control. The significant risks related to ALZA's business are described in ALZA's Annual Report on Form 10-K for the year ended December 31, 1997. RESULTS OF OPERATIONS SUMMARY Quarter Ended March 31, (In millions, except per share amounts)1998 1997 _________________________________________________________________ Revenues $ 130.7 $ 105.5 _________________________________________________________________ Operating Income 50.9 39.2 _________________________________________________________________ Net Income 28.3 26.3 _________________________________________________________________ Earnings per Share (diluted) 0.32 0.30 _________________________________________________________________ For the quarter ended March 31, 1998, ALZA's net income and operating income increased 8% and 30%, respectively, compared to the same quarter of 1997. These increases were due primarily to a significant increase in the sales of ALZA-marketed products, reflecting sales of Elmiron-registered trademark- (pentosan polysulfate sodium) and Mycelex-registered trademark- (clotrimazole) Troche, which ALZA began marketing in the second half of 1997, and increased sales of Ethyol-registered trademark- (amifostine). ALZA's gross margin on net sales improved to 46% for the first quarter of 1998, compared to 28% for the first quarter of 1997, reflecting the increased sales of ALZA-marketed products. Also contributing to higher income for the first quarter of 1998 was a 13% increase in royalties, fees and other revenues, reflecting an increase in licensing fees. These increases were partially offset by a 22% decline in research and development revenues and substantially lower interest income, discussed below. NET SALES AND COSTS OF PRODUCTS SHIPPED Net Sales Quarter Ended March 31, (Dollars in millions) 1998 1997 _________________________________________________________________ ALZA-marketed products Ethyol-registered trademark- $ 8.1 $ 3.5 Elmiron-registered trademark- 7.0 - Mycelex-registered trademark- Troche 5.9 	 - Testoderm-registered trademark- line 2.0 1.2 Other 6.4 2.2 _________________________________________________________________ Total ALZA-marketed products 29.4 6.9 Contract manufacturing 25.0 20.6 _________________________________________________________________ Total net sales $ 54.4 $ 27.5 ================================================================= Percentage of total revenues 42% 26% ALZA-marketed products as a percentage of net sales 54% 25% _________________________________________________________________ Net sales for the first quarter of 1998 increased 98% compared to the first quarter of 1997, primarily reflecting the significant increase in the sales of ALZA-marketed products, the rights to several of which ALZA acquired in the second half of 1997. The U.S. rights to Mycelex Troche were acquired by ALZA in July 1997, and the U.S. and Canadian rights to Elmiron were acquired in October 1997. Sales of Elmiron were impacted by a buy-in by wholesalers prior to a price increase late in the first quarter of 1998. In addition, sales of Ethyol increased in the first quarter of 1998 compared with the first quarter of 1997 due in part to a buy-in by wholesalers prior to a price increase that became effective at the end of the quarter. Net sales for the first quarter of 1998 included initial sales of Testoderm- registered trademark- TTS (testosterone), which was launched in March 1998. The timing and quantities of orders for ALZA- marketed products may vary from quarter to quarter due to factors such as demand for the products, ordering patterns of wholesalers, and introduction and sales of competing products. Net sales from contract manufacturing increased for the first quarter of 1998, compared to the first quarter of 1997, primarily due to higher shipments of Duragesic-registered trademark- (fentanyl) to Janssen, Nicoderm-registered trademark- and NicoDerm-registered trademark- CQ-trademark- (nicotine) to Hoechst Marion Roussel, Inc. and SmithKline Beecham p.l.c. ("SKB"), respectively, and Covera-HS-trademark- (verapamil) to G.D. Searle & Co. The timing and quantities of orders for products marketed by client companies are not within ALZA's control. Net sales to client companies therefore can be expected to fluctuate from period to period, sometimes significantly, depending on the volume, mix and timing of orders of products shipped to client companies, and in some quarters, due to the shipment of launch quantities of products to the clients. Costs of products shipped increased to $29.4 million for the quarter ended March 31, 1998, compared to $19.7 million for the corresponding quarter of 1997, reflecting the significant increase in net sales. Quarter Ended March 31, 1998 1997 _________________________________________________________________ Gross margin as a percentage of net sales (1) 46% 28% _________________________________________________________________ (1) Gross margin is net sales less costs of products shipped. The increase in ALZA's gross margin in the first quarter of 1998, compared to the first quarter of 1997, was due to the substantial increase in sales of ALZA-marketed products. ALZA expects its gross margin, as a percentage of net sales, to increase over the longer term, although quarter-to-quarter fluctuations will continue to occur. Higher gross margins may be achieved through continuing the proportionate increase in the sales of ALZA-marketed products (as compared to sales from contract manufacturing), increased utilization of capacity and greater operating efficiencies. ROYALTIES, FEES AND OTHER REVENUES Quarter Ended March 31, (Dollars in millions) 1998 1997 _________________________________________________________________ Royalties, fees and other revenues $ 50.0 $ 44.2 Percentage of total revenues 38% 42% _________________________________________________________________ Royalties, fees and other revenues increased 13% for the first quarter of 1998, compared to the corresponding quarter of 1997, resulting from an increase in licensing fees. Licensing fees for the first quarter of 1998 included fees related to a technology licensing agreement with Alkermes, Inc. for ALZA's RingCap-trademark- and Dose Sipping technologies, and technology fee revenue of $3.0 million from Crescendo. Royalties on sales of Glucotrol XL-registered trademark- (glipizide) by Pfizer Inc. ("Pfizer") and Duragesic by Janssen increased for the first quarter of 1998, compared to the first quarter of 1997, and were offset by decreased royalties on sales of Procardia XL-registered trademark- (nifedipine) by Pfizer, Transderm-Nitro-registered trademark- (nitroglycerin) by Novartis Pharmaceuticals Corporation and NicoDerm CQ by SKB. Sales of Procardia XL, as reported by Pfizer, decreased 19% for the first quarter of 1998, compared to the same period in 1997. Several companies have filed Abbreviated New Drug Applications with the U.S. Food and Drug Administration ("FDA") requesting clearance to market generic sustained-release nifedipine products. Pfizer is involved in litigation concerning patent infringement and regulatory requirements, in which Pfizer is seeking to enjoin the introduction of such generic nifedipine products. It is not possible to predict the timing and amount of the negative impact on sales of Procardia XL that could result from competition from these or other potential sustained-release nifedipine products. During the next several years, ALZA intends to continue to reduce its dependence on royalties and fees by further expanding ALZA's sales and marketing activities and by directly marketing and selling more products. However, there can be no assurance that ALZA will be successful in undertaking this expansion, or that any expanded sales and marketing activities will be successful, due to factors such as the risks associated with developing, clinically testing and obtaining regulatory clearance of products for ALZA marketing, the difficulties and costs associated with acquiring products from third parties for ALZA to market, the length of the regulatory approval process, the uncertainties surrounding the acceptance of new products by the intended markets, the marketing of competitive products, the risks relating to patents and proprietary rights and the current health care cost containment environment in the United States. ALZA expects that, in the near term, royalties on sales by clients of currently marketed products will continue to be a substantial contributor to net income. RESEARCH AND DEVELOPMENT Research and Development Revenues Quarter Ended March 31, (Dollars in millions) 1998 1997 _________________________________________________________________ Crescendo Pharmaceuticals Corporation $ 19.9 $ - Therapeutic Discovery Corporation (1) - 23.4 Other clients 6.4 10.4 _________________________________________________________________ Total research and development 	revenues $ 26.3 $ 33.8 ================================================================= Percentage of total revenues 20% 32% _________________________________________________________________ (1) Purchased by ALZA in the third quarter of 1997. Research and development revenues declined 22% in the first quarter of 1998 compared to the first quarter of 1997, reflecting a decrease in product development activities under agreements with client companies. Research and Development Expenses Quarter Ended March 31, (Dollars in millions) 1998 1997 _________________________________________________________________ Research and development expenses $ 34.2 $ 35.0 As a percentage of total revenues 26% 33% _________________________________________________________________ Research and development expenses decreased 2% in the first quarter of 1998, compared to the same period in 1997. This decline reflects the lower level of development activity for client companies, substantially offset by higher internal research and development costs. SELLING, GENERAL AND ADMINISTRATIVE EXPENSES Quarter Ended March 31, (Dollars in millions) 1998 1997 _________________________________________________________________ Sales and marketing expenses $ 10.8 $ 6.0 General and administrative expenses 2.8 5.3 Amortization of product acquisition payments 2.6 0.3 _________________________________________________________________ Total selling, general and administrative expenses $ 16.2 $ 11.6 ================================================================= As a percentage of total revenues 12% 11% _________________________________________________________________ Selling, general and administrative expenses increased 41% in the first quarter of 1998, compared to the first quarter of 1997, as a result of expanded sales and marketing activities and the added amortization of payments for product rights acquired in the second half of 1997. The decline in general and administrative expenses in the first quarter of 1998 compared with the first quarter of 1997 was due to an increase in the cash surrender value of life insurance policies, which reduced expenses, and the allocation of certain computer system expenses from general and administrative expenses to other expense categories. NET INTEREST Quarter Ended March 31, (In millions) 1998 1997 _________________________________________________________________ Interest expense $ 14.1 $ 13.7 Interest and other income (6.5) (16.9) _________________________________________________________________ Net interest expense (income) $ 7.6 $ (3.2) _________________________________________________________________ Interest income declined in the first quarter of 1998, compared to the first quarter of 1997, due to lower cash balances as a result of the purchase of Therapeutic Discovery Corporation, the formation of Crescendo and several product acquisitions, all of which occurred in the second half of 1997. Interest expense was higher in the first quarter of 1998 compared to the same period of 1997, primarily due to accreted interest on ALZA's outstanding 5 1/4% zero coupon convertible subordinated debentures due in 2014. Effective Tax Rate ALZA's annual effective combined federal and state income tax rate for 1998 is estimated to be 35%. The effective tax rate for the year ended 1997 was 35%. For the first quarter of 1998, the effective income tax rate was 35%, compared to 38% for the first quarter of 1997. LIQUIDITY AND CAPITAL RESOURCES March 31, December 31, (In millions) 1998 1997 _________________________________________________________________ Working capital $ 285.1 $ 253.4 Cash and investments 545.6 535.8 Total assets 1,403.4 1,369.2 Long-term debt 907.8 902.6 Quarter Ended March 31, (In millions) 1998 1997 _________________________________________________________________ Net cash provided by operating activities (1) $ 39.9 $ 38.7 Capital expenditures 12.6 4.4 _________________________________________________________________ (1) Excludes nonrecurring item in the first quarter of 1998 for payment of $21.5 million to Janssen, included in accounts payable at December 31, 1997. ALZA's capital spending for the first quarter of 1998 was $12.6 million for additions to facilities and equipment to support its research, development and manufacturing activities, compared to capital spending of $4.4 million in the same period of 1997. While ALZA believes its current facilities and equipment are sufficient to meet its current operating requirements, ALZA is expanding its facilities and equipment to support its medium-term and long-term requirements. Capital expenditures during the remainder of 1998 are expected to continue to increase over 1997 levels. ALZA believes that its existing cash and investment balances are adequate to fund its cash needs for 1998 and beyond. In addition, should the need arise, ALZA believes it would be able to borrow additional funds or otherwise raise additional capital. ALZA may consider using its capital to make strategic investments or to acquire or license technology or products. ALZA may also enter into strategic alliances with third parties that could provide access to additional capital. Item 3. Quantitative and Qualitative Disclosures about Market Risk Not applicable to ALZA for this reporting period. PART II. OTHER INFORMATION Item 1. Legal Proceedings Product liability suits have been filed against Janssen and ALZA from time to time relating to the Duragesic product. Janssen is managing the defense of these suits in consultation with ALZA under an agreement between the parties. Historically, the cost of resolution of liability claims against ALZA (including product liability claims) has not been significant, and ALZA is not aware of any asserted or unasserted claims pending against it, including the suits mentioned above, the resolution of which would have a material adverse impact on the operations or financial position of ALZA. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits: 27 Financial Data Schedule (b) No reports on Form 8-K were filed during the quarter SIGNATURES 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. ALZA CORPORATION Date: May 13, 1998 By: /s/ E. Mario Dr. Ernest Mario Chairman and Chief Executive Officer Date: May 13, 1998 By: /s/ Bruce C. Cozadd Bruce C. Cozadd Senior Vice President and Chief Financial Officer EXHIBIT INDEX Exhibit 27 Financial Data Schedule