UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 (X) Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended June 30, 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 July 31, 1998: Common Stock, $0.01 par value - 86,589,224 shares ALZA CORPORATION FORM 10-Q for the Quarter Ended June 30, 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 6-9 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 10-17 Signatures 18 PART I. FINANCIAL INFORMATION Item 1. Financial Statements ALZA CORPORATION Condensed Consolidated Statement of Operations (unaudited) (In millions, except per share amounts) Quarter Ended Six Months Ended June 30, June 30, 1998 1997 1998 1997 _________________________________________________________________ Revenues: Net sales $ 58.6 $ 36.4 $113.0 $ 63.9 Royalties, fees and other 51.1 45.7 101.1 89.9 Research and development 32.6 36.1 58.9 69.9 _________________________________________________________________ Total revenues 142.3 118.2 273.0 223.7 Expenses: Costs of products shipped 33.0 23.1 62.4 42.9 Research and development 35.0 39.6 69.2 74.6 Selling, general and administrative 18.9 12.6 35.1 24.1 _________________________________________________________________ Total expenses 86.9 75.3 166.7 141.6 Operating income 55.4 42.9 106.3 82.1 Interest expense 14.1 13.7 28.2 27.5 Interest and other income 6.2 13.5 12.7 30.5 _________________________________________________________________ Net interest and other expense (income) 7.9 0.2 15.5 (3.0) _________________________________________________________________ Income before income taxes 47.5 42.7 90.8 85.1 Provision for income taxes 16.8 16.3 31.8 32.4 _________________________________________________________________ Net income $ 30.7 $ 26.4 $ 59.0 $ 52.7 ================================================================= Earnings per share Basic $0.35 $0.31 $ 0.68 $ 0.62 ================================================================= Diluted $0.34 $ 0.30 $ 0.66 $ 0.60 ================================================================= See accompanying notes. ALZA Corporation Condensed Consolidated Balance Sheet (unaudited) (In millions) June 30, December 31, 1998 1997 ASSETS Current assets: Cash and cash equivalents $ 83.9 $ 65.0 Short-term investments 109.4 109.2 Receivables, net 125.6 119.2 Inventories, at cost: Raw materials 15.6 16.5 Work in process 6.0 8.5 Finished goods 9.9 12.8 _______________________________________________________________ Total inventories 31.5 37.8 Prepaid expenses and other current assets 32.9 26.8 _______________________________________________________________ Total current assets 383.3 358.0 Property, plant and equipment 442.5 401.8 Less accumulated depreciation and amortization (105.7) (91.4) _______________________________________________________________ Net property, plant and equipment 336.8 310.4 Deferred product and license acquisition costs 244.3 147.2 Investments in long-term securities 353.1 361.6 Other assets 195.4 192.0 _______________________________________________________________ Total assets $1,512.9 $ 1,369.2 =============================================================== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Payable to limited partners of ALZA TTS Research Partners, Ltd. $ 91.2 $ - Accounts payable 26.2 56.9 Accrued liabilities 31.1 45.9 Other current liabilities 5.0 1.8 _______________________________________________________________ Total current liabilities 153.5 104.6 5% convertible subordinated debentures 500.0 500.0 5 1/4% zero coupon convertible subordinated debentures 411.9 402.6 Other long-term liabilities 65.5 60.8 Stockholders' equity: Common stock and additional paid-in capital 414.3 382.4 Accumulated other comprehensive income (14.9) (4.8) Retained earnings (deficit) (17.4) (76.4) _______________________________________________________________ Total stockholders' equity 382.0 301.2 _______________________________________________________________ Total liabilities and stockholders' equity $1,512.9 $ 1,369.2 =============================================================== See accompanying notes. 				 ALZA CORPORATION Condensed Consolidated Statement of Cash Flows (unaudited) (In millions) Six Months Ended June 30, 1998 1997 _______________________________________________________________ CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 59.0 $ 52.7 Non-cash adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 17.5 13.7 Amortization of product payments 5.3 0.5 Interest on 5 1/4% zero coupon convertible subordinated debentures 10.5 10.1 (Increase) decrease in current assets 0.5 (18.4) Decrease in current liabilities (50.5) (16.0) Other 1.5 1.8 _______________________________________________________________ Net cash provided by operating activities 43.8 44.4 CASH FLOWS FROM INVESTING ACTIVITIES: Sales and maturities of available-for-sale securities 143.2 311.4 Purchases of available-for-sale securities (151.6) (269.1) Capital expenditures (23.2) (11.9) Other investing activities (20.2) (4.5) _______________________________________________________________ Net cash (used in) provided by investing activities (51.8) 25.9 CASH FLOWS FROM FINANCING ACTIVITIES: Issuances of common stock 30.7 7.5 Principal payments on long-term debt (3.8) (0.9) _______________________________________________________________ Net cash provided by financing activities 26.9 6.6 _______________________________________________________________ Net increase in cash and cash equivalents 18.9 76.9 Cash and cash equivalents at beginning of period 65.0 187.7 _______________________________________________________________ Cash and cash equivalents at end of period $ 83.9 $ 264.6 ================================================================ NONCASH INVESTING AND FINANCING ACTIVITIES _______________________________________________________________ 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 - Accrued purchase option exercise price for limited partners' interests in ALZA TTS Research Partners, Ltd. 91.2 - Conversion of 5 1/4% Debentures into ALZA common stock 1.2 - See accompanying notes. ALZA CORPORATION Notes to Condensed Consolidated Financial Statements (unaudited) 1. BASIS OF PRESENTATION The information at June 30, 1998 and for the three and six months ended June 30, 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. Total 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 (loss) was $(9.8) million and $5.8 million for the quarters ended June 30, 1998 and 1997, respectively, and $(9.9) million and $(9.1) million for the six months ended June 30, 1998 and 1997, respectively. Total comprehensive income was $20.9 million and $32.2 million for the quarters ended June 30, 1998 and 1997, respectively, and $49.1 million and $43.6 million for the six months ended June 30, 1998 and 1997, respectively. The adoption of SFAS 130 had no impact on ALZA's results of operations or financial condition. ALZA CORPORATION Notes to Condensed Consolidated Financial Statements (unaudited) 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. ACQUISITION OF LIMITED PARTNERS' INTERESTS IN ALZA TTS RESEARCH PARTNERS, LTD. On June 29, 1998, ALZA Development Corporation, a wholly-owned subsidiary of ALZA, elected to exercise its option to acquire all of the outstanding limited partnership interests in the ALZA TTS Research Partners, Ltd. (the "Partnership"), which was formed in 1982 to develop and commercialize products combining ALZA's proprietary transdermal drug delivery technology with certain generic compounds. The exercise price of $91.2 million will be paid in cash to the limited partners on August 14, 1998, the closing date. ALZA has been paying the Partnership four percent of net sales of Duragesic-registered trademark- (fentanyl) CII and Testoderm-registered trademark- (testosterone), two products developed by ALZA on behalf of the Partnership. As a result of the exercise of the purchase option, ALZA will have all rights to these products, including the right to retain the full royalty from Janssen on sales of Duragesic, the full transfer price and royalties from sales of Testoderm outside the United States and the full sales margin on Testoderm in the United States. The purchase price was recorded in deferred product and license acquisition costs and will be amortized over a period of 10 years beginning July 1, 1998. 3. 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. ALZA CORPORATION Notes to Condensed Consolidated Financial Statements (unaudited) The following table sets forth the computation of ALZA's basic and diluted earnings per share (in millions, except per share amounts): Quarter Ended Six Months Ended June 30, June 30, 1998 1997 1998 1997 _________________________________________________________________ NUMERATOR: Basic Net income $ 30.7 $ 26.4 $59.0 $ 52.7 _________________________________________________________________ Diluted Net income $ 30.7 $ 26.4 $59.0 $ 52.7 Adjustments, net of tax: Interest on 5 1/4% Deben- tures 3.4 3.1 6.9 6.2 Interest on 5% Debentures 4.1 - 8.1 - Amortization expense 0.2 0.1 0.5 0.2 _________________________________________________________________ Adjusted net income $ 38.4 $ 29.6 $74.5 $ 59.1 ================================================================= DENOMINATOR: Basic Weighted average shares 86.4 85.0 86.1 84.9 ================================================================= Diluted Weighted average shares 86.4 85.0 86.1 84.9 Effect of dilutive securities: Employee stock options 1.8 0.7 1.7 0.7 5 1/4% Debentures 12.3 12.3 12.3 12.3 5% Debentures 13.1 - 13.1 - _________________________________________________________________ Weighted average shares and assumed conversions 113.6 98.0 113.2 97.9 ================================================================= Basic earnings per share $ 0.35 $ 0.31 $0.68 $ 0.62 ================================================================= Diluted earnings per share $ 0.34 $ 0.30 $0.66 $ 0.60 ================================================================= Options to purchase approximately 1.5 million shares of common stock were excluded from the diluted earnings per share calculation for the quarter and six months ended June 30, 1998 because the exercise price of the options was greater than the average market price of the common shares during the periods, 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 quarter and six months ended June 30, 1997, as their inclusion would have been anti-dilutive. ALZA CORPORATION Notes to Condensed Consolidated Financial Statements (unaudited) 4. CRESCENDO PHARMACEUTICALS CORPORATION Under the Development Agreement between ALZA and Crescendo Pharmaceuticals Corporation ("Crescendo"), a related party, ALZA recorded product development revenues of $24.9 million for the quarter ended June 30, 1998 and $44.9 million for the six months ended June 30, 1998. Disclosed products currently in active development with Crescendo are OROS-registered trademark- oxybutynin, DUROS-trademark- leuprolide, OROS-registered trademark- methylphenidate and E-TRANS-trademark- fentanyl (chronic pain). After the end of the second quarter, based upon ALZA's recommendation, Crescendo determined not to continue funding at this time two products previously in early development: E-TRANS-trademark- LHRH and E-TRANS-trademark- Macroflux-trademark- insulin. ALZA intends to continue basic research on the technologies utilized in these products. Under the Technology License Agreement between ALZA and Crescendo, ALZA recorded technology fee revenue from Crescendo of $3.0 million for the quarter ended June 30, 1998 and $6.0 million for the six months ended June 30, 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, and particularly in Management's Discussion and Analysis of Financial Condition and Results of Operations, 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 the development of products and technologies 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 Six Months Ended (In millions, June 30, June 30, except per share amounts) 1998 1997 1998 1997 _________________________________________________________________ Revenues $ 142.3 $ 118.2 $ 273.0 $223.7 _________________________________________________________________ Operating Income 55.4 42.9 106.3 82.1 _________________________________________________________________ Net Income 30.7 26.4 59.0 52.7 _________________________________________________________________ Earnings per Share (diluted)0.34 0.30 0.66 0.60 _________________________________________________________________ For the quarter ended June 30, 1998, ALZA's net income and operating income increased 16% and 29%, respectively, compared to the same quarter of 1997. For the six months ended June 30, 1998, ALZA's net income and operating income increased 12% and 29%, respectively, compared to the six months ended June 30, 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 44% and 45% for the second quarter and first half of 1998, respectively, compared to 36% and 33% for the second quarter and first half of 1997, respectively, reflecting the increased sales of ALZA-marketed products. Also contributing to higher income for both 1998 periods was a 12% increase in royalties, fees and other revenues, primarily reflecting an increase in Duragesic royalties and licensing fees, and technology fees from Crescendo. These increases were partially offset by a 10% and 16% decline in research and development revenues in the second quarter and first half of 1998, respectively, and substantially lower interest income. NET SALES AND COSTS OF PRODUCTS SHIPPED Net Sales Quarter Ended Six Months Ended June 30, June 30, (Dollars in millions) 1998 1997 1998 1997 _________________________________________________________________ ALZA-marketed products Mycelex-registered trademark- Troche $ 9.8 $ - $15.7 $ - Ethyol-registered trademark- 5.8 5.2 13.9 8.6 Elmiron-registered trademark- 3.7 - 10.7 - Testoderm-registered trademark- line 2.2 1.6 4.3 2.9 Other 6.6 1.7 12.9 3.9 _________________________________________________________________ Total ALZA-marketed products 28.1 8.5 57.5 15.4 Contract manufacturing 30.5 27.9 55.5 48.5 _________________________________________________________________ Total net sales $ 58.6 $ 36.4 $113.0 $ 63.9 ================================================================= Percentage of total revenues 41% 31% 41% 29% ALZA-marketed products as a percentage of net sales 48% 23% 51% 24% _________________________________________________________________ Net sales for the second quarter and first half of 1998 increased 61% and 77%, respectively, compared to the same periods of 1997. These increases are attributable to 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 United States rights to Mycelex Troche were acquired by ALZA in July 1997, and the United States and Canadian rights to Elmiron (as well as the United States rights to BiCitra-registered trademark-, PolyCitra-registered trademark- and Neutra-Phos- registered trademark-) were acquired in October 1997. Higher sales of Ethyol also contributed to the increases in net sales for the 1998 periods. Net sales for the second quarter and first half 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 the introduction and sales of competing products. Net sales from contract manufacturing increased 9% and 14% for the second quarter and first half of 1998, respectively, compared to the same periods of 1997. The second quarter increase was primarily due to higher shipments of Covera-HS- trademark- (verapamil) to G.D. Searle & Co., partially offset by lower shipments of Nicoderm-registered trademark- and NicoDerm- registered trademark- CQ-trademark- (nicotine) to Hoechst Marion Roussel, Inc. and SmithKline Beecham p.l.c. ("SKB"), respectively, and Catapres TTS-registered trademark- (clonidine) to Boehringer Ingelheim Pharmaceutical, Inc. The increase in net sales from contract manufacturing in the first half of 1998 compared with the first half of 1997 was primarily due to higher shipments of Duragesic and Covera-HS, partially offset by lower shipments of Catapres TTS and the Nicoderm products. 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 $33.0 million for the quarter ended June 30, 1998, compared to $23.1 million for the corresponding quarter of 1997. Cost of products shipped increased to $62.4 million for the first half of 1998 compared to $42.9 million for the first half of 1997. These fluctuations reflect the significant increase in net sales for the 1998 periods. Quarter Ended Six Months Ended June 30, June 30, 1998 1997 1998 1997 _________________________________________________________________ Gross margin as a percentage of net sales (1) 44% 36% 45% 33% _________________________________________________________________ (1) Gross margin is net sales less costs of products shipped. The increase in ALZA's gross margin in the second quarter and first half of 1998, compared to the same periods 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 Six Months Ended June 30, June 30, (Dollars in millions) 1998 1997 1998 1997 _________________________________________________________________ Royalties, fees and other revenues $ 51.1 $ 45.7 $101.1 $ 89.9 Percentage of total revenues 36% 39% 37% 40% _________________________________________________________________ Royalties, fees and other revenues increased 12% for the second quarter and first half of 1998, compared to the corresponding periods of 1997. The second quarter increase was due primarily to increased royalties from Duragesic as a result of ALZA Development Corporation electing to exercise its option to purchase all of the outstanding limited partnership interests in the Partnership, discussed in detail in Note 2 to the Condensed Consolidated Financial Statements. Beginning with the second quarter of 1998, ALZA will retain the full royalty from Janssen on sales of Duragesic. Also in the second quarter of 1998, ALZA recognized an additional $5.9 million in Duragesic royalties due to timing differences between product sales, payments by Janssen of royalties to ALZA and payments by ALZA to the Partnership. Partially offsetting the increase in Duragesic royalties were lower royalties on sales of the Nicoderm products, and on sales of Transderm-Nitro-registered trademark- (nitroglycerin) by Novartis Pharmaceuticals Corporation in the second quarter of 1998. Additionally, fee revenue increased in the second quarter of 1998 compared to the second quarter of 1997, resulting from a technology licensing fee from Alkermes, Inc. for ALZA's RingCap-trademark- and Dose Sipping technologies, and a technology fee of $3.0 million from Crescendo. In the first half of 1998, royalties, fees and other revenues increased due to higher royalties on sales of Duragesic by Janssen and of Glucotrol XL-registered trademark- (glipizide) by Pfizer Inc. ("Pfizer") and higher fee revenue, including a technology fee of $6.0 million from Crescendo. This increase was partially offset by lower royalties on sales of the Nicoderm products, Transderm- Nitro and Procardia XL-registered trademark- (nifedipine). Sales of Procardia XL, as reported by Pfizer, decreased 6% for the second 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 marketing by ALZA, 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 Six Months Ended June 30, June 30, (Dollars in millions) 1998 1997 1998 1997 _________________________________________________________________ Crescendo Pharmaceuticals Corporation $ 24.9 $ - $44.8 $ - Therapeutic Discovery Corporation (1) - 25.9 - 49.3 Other clients 7.7 10.2 14.1 20.6 _________________________________________________________________ Total research and development revenues $ 32.6 $ 36.1 $58.9 $ 69.9 ================================================================= Percentage of total revenues 23% 31% 22% 31% _________________________________________________________________ (1) Purchased by ALZA in the third quarter of 1997. Research and development revenues decreased 10% and 16% in the second quarter and first half of 1998, respectively, compared to the same periods in 1997, reflecting a decline in product development activities under agreements with client companies. Research and Development Expenses Quarter Ended Six Months Ended June 30, June 30, (Dollars in millions) 1998 1997 1998 1997 _________________________________________________________________ Research and development expenses $ 35.0 $ 39.6 $69.2 $ 74.6 As a percentage of total revenues 25% 34% 25% 33% _________________________________________________________________ Research and development expenses decreased 12% and 7% for the second quarter and first half of 1998, respectively, compared to the same periods in 1997. These declines reflect the lower level of development activity for client companies compared with the same periods in 1997. For the first half of 1998, the decline in client development expenses was partially offset by an increase in internal research and development costs. SELLING, GENERAL AND ADMINISTRATIVE EXPENSES Quarter Ended Six Months Ended June 30, June 30, (Dollars in millions) 1998 1997 1998 1997 _________________________________________________________________ Sales and marketing expenses $13.7 $ 6.9 $ 24.5 $12.8 General and administrative expenses 2.5 5.4 5.3 10.8 Amortization of product and license acquisition payments 2.7 0.3 5.3 0.5 _________________________________________________________________ Total selling, general and administrative expenses $ 18.9 $ 12.6 $35.1 $ 24.1 =================================================================== As a percentage of total revenues 13% 11% 13% 11% _________________________________________________________________ Selling, general and administrative expenses rose 51% and 46% for the second quarter and first half of 1998, respectively, compared to the same periods of 1997. These increases were the result of ALZA's expanded sales and marketing activities, an increase in the size of the sales force since the second quarter of 1997, and the added amortization of payments for product rights acquired in the second half of 1997, partially offset by a decrease in general and administrative expenses. The decline in general and administrative expenses in the second quarter and first half of 1998 compared with the same periods 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. After the end of the second quarter, ALZA announced that it is expanding its sales organization from 100 to approximately 360 salespeople under arrangements with VIVUS, Inc. and Innovex, Inc. As a result of this expansion, sales and marketing expenses are expected to increase significantly in future quarters. In addition, amortization of $91.2 million resulting from the acquisition of partnership interests in the Partnership will begin July 1, 1998 and continue for 10 years. NET INTEREST Quarter Ended Six Months Ended June 30, June 30, (In millions) 1998 1997 1998 1997 _________________________________________________________________ Interest expense $ 14.1 $ 13.7 $ 28.2 $ 27.5 Interest and other income (6.2) (13.5) (12.7) (30.5) _________________________________________________________________ Net interest expense (income) $ 7.9 $ 0.2 $ 15.5 $ (3.0) ================================================================= Interest expense increased 3% in both the second quarter and first half of 1998 compared to the same periods of 1997, primarily due to accreted interest on ALZA's outstanding 5 1/4% zero coupon convertible subordinated debentures due 2014. Interest and other income declined 54% and 58% in the second quarter and first half of 1998, respectively, compared to the same periods in 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. The payment of the purchase price for the limited partnership interests in the partnership of $91.2 million on August 14, 1998 will result in lower interest income in future quarters. Effective Tax Rate For the second quarter and first half of 1998, ALZA's effective combined federal and state income tax rate was 35%, compared to 38% for the second quarter and first half of 1997. ALZA's annual effective tax rate for 1998 is estimated to be 35%, equal to the rate for 1997. LIQUIDITY AND CAPITAL RESOURCES June 30, December 31, (In millions) 1998 1997 _________________________________________________________________ Cash and investments 546.4 535.8 Total assets 1,512.9 1,369.2 Long-term debt 911.9 902.6 Six Months Ended June 30, (In millions) 1998 1997 _________________________________________________________________ Net cash provided by operating activities $ 43.8 $ 44.4 Capital expenditures 23.2 11.9 _________________________________________________________________ ALZA's capital spending for the first half of 1998 was $23.2 million for additions to facilities and equipment to support its research, development and manufacturing activities, compared to capital spending of $11.9 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 future requirements. ALZA is in the process of constructing buildings under a joint venture agreement entered into in 1997. In addition to a $36.2 million contribution to the joint venture made in 1997, which is being applied to the construction of the buildings, ALZA expects to spend between $60.0 million and $100.0 million on building improvements. The improvements are expected to be completed during the third and fourth quarters of 1999. The joint venture will lease the buildings to ALZA upon completion of construction, which is currently scheduled for 1999. Capital expenditures during the remainder of 1998 are expected to continue to increase over 1997 levels. As discussed above, ALZA Development Corporation elected to exercise its option to purchase all of the limited partnership interests in the Partnership on June 29, 1998. As of June 30, 1998, ALZA had accrued $91.2 million in connection with this purchase, which is expected to be paid on August 14, 1998. As a result of this payment, ALZA's cash and investments will decline by approximately 17%. 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. 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: February 11, 1999 By: /s/ E. Mario Dr. Ernest Mario Chairman and Chief Executive Officer Date: February 11, 1999 By: /s/ Bruce C. Cozadd Bruce C. Cozadd Senior Vice President and Chief Financial Officer