10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC  20549

________________

FORM 10-Q/A
Amendment No. 1

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: October 2, 2005

Commission file number: 1-10827

PAR PHARMACEUTICAL COMPANIES, INC.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 22-3122182
(I.R.S. Employer
Identification No.)

300 Tice Boulevard, Woodcliff Lake, New Jersey)
(Address of principal executive offices)      07677
(Zip Code)

(Registrant’s telephone number, including area code: (201) 802-4000)

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    ü           No       

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act):   Yes    ü           No       

Number of shares of Common Stock outstanding as of November 7, 2005:

34,245,043

Due to printer's errors, the following sections of the Registrant's Quarterly Report on Form 10-Q, filed November 14, 2005 with the Commission, are being refiled as amended. Please note that no other changes or additions are being made to the Company's Form 10-Q for the period ended October 2, 2005, as filed.

• Consolidated Statements of Cash Flows
• Note 2 to Notes to Consolidated Financial Statements
• Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Financial Condition - Liquidity and Capital Resources

  PAR PHARMACEUTICAL COMPANIES, INC.

  CONSOLIDATED STATEMENTS OF CASH FLOWS

  (In Thousands)

  (Unaudited)

  Nine Months Ended

  October 2,

  October 3,

  2005

  2004

  Cash flows from operating activities:

  
  

  Net income

  $26,636

  $24,981

  Adjustments to reconcile net income

   to net cash (used in) provided by operating activities:

  Deferred income taxes

  19,832

  (50,414)

  Tax reserves

  (7,214)

            -

  
  

  Acquired in-process research and development

   -

  84,000

  Investment impairment

  8,280

  -

  Intangible asset impairment

  6,999

  Depreciation and amortization

  11,314

  9,421

  Inventory reserves

  3,948

  1,249

  Allowances against accounts receivable

              (11,919

  )

  (7,751

  )

  Gain on sale of investments

  (23,984

  )

  -

  Stock compensation expense

  2,574

  788

  Other

  (79)

  (3,119)

  Changes in assets and liabilities:

  (Increase) decrease in accounts receivable

  (35,688

  )

  9,416

  Increase in inventories

  (16,925

  )

  (16,907

  )

  Decrease in prepaid expenses and other assets

  5,589

  5,366

  (Decrease) increase in accounts payable

  (15,920

  )

  14,164

  Increase (decrease) in payables due to distribution agreement partners

  1,925

  (32,649

  )

  Increase (decrease) in accrued expenses and other liabilities

  10,276

  (12,853

  )

  (Decrease) increase in income taxes payable

  (  9,383

  )

  25,755

  Net cash (used in) provided by operating activities

  (23,739

  )

  51,447

  Cash flows from investing activities:

     Capital expenditures

  (21,822

  )

  (18,733

  )

  Purchase of intangibles

  (5,000

  )

  -

  Acquisition of subsidiary, net of cash acquired

  -

  (142,089

  )

  Proceeds from sales of available for sale securities

  92,689

  347,920

  Purchases of available for sale securities

  (37,136

  )

  (350,294

  )

  Proceeds from sale of long-term investment

  31,299

  -

  Purchases of long-term investment

  (12,000

  )

  (7,000

  )

  Proceeds from sale of fixed assets

  2

  4,980

  Other

  98

                 -

  Net cash provided by (used in) investing activities

  48,130

  (165,216

  )

  Cash flows from financing activities:

  Proceeds from issuances of common stock

  2,134

  8,375

  Purchases of treasury stock

  (152

  )

  (32,026

  )

  Issuance of long term debt and other borrowings

  1,555

  399

  Principal payments under long-term debt and other borrowings

  (4,559

  )

  (200

  )

  Net cash used in financing activities

  (1,022

  )

       (23,452

  )

  Net increase (decrease) in cash and cash equivalents

  23,369

  (137,221

  )

  Cash and cash equivalents at beginning of period

  36,534

  162,549

  Cash and cash equivalents at end of period

  $59,903

  $25,328

  Supplemental disclosure of cash flow information:

  Cash paid during the period for:

  Taxes

  $2,341

  $29,896

  Interest

  $5,924

  $5,863

  Non-cash transactions:

  Tax benefit from exercise of stock options

  $488

  $3,955

  Issuance of warrants

  $-

  $2,530

  Decrease in fair value of available for sale securities and investments

  $(3,453

  )

  $(1,487

  )

  The accompanying notes are an integral part of these consolidated financial statements.

  PAR PHARMACEUTICAL COMPANIES, INC.

  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

  October 2, 2005

  (In Thousands, Except Per Share Amounts)

  (Unaudited)

  Par Pharmaceutical Companies, Inc. (the “Company”) operates, primarily through its wholly owned subsidiary, Par Pharmaceutical, Inc. (“Par”), now in two business segments, the manufacture and distribution of generic pharmaceuticals and branded pharmaceuticals principally in the United States.  The Company wholly owns Kali Laboratories, Inc. (“Kali”), a generic pharmaceutical research and development company located in Somerset, New Jersey, which it acquired on June 10, 2004.  Marketed products are principally in the solid oral dosage form (tablet, caplet and two-piece hard-shell capsule).  The Company also distributes one product in the semi-solid form of a cream and two oral suspension products.

  Note 2 – New Accounting Pronouncements:

  In May 2005, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 154, “Accounting Changes and Error Corrections” (“SFAS 154”), effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. SFAS 154 requires voluntary changes in accounting principle to be retrospectively applied to financial statements from previous periods unless such application is impracticable.  Under the newly issued standard, changes in depreciation, amortization or depletion for long-lived, non-financial assets should be accounted for as a change in accounting estimate that is affected by a change in accounting principle.  The impact that SFAS 154 will have on the Company’s results of operations, financial position or cash flows will be contingent upon future events.

  
  

  In December 2004, the FASB issued SFAS No. 153, “Exchanges of Non-monetary Assets”, an amendment of Accounting Principles Board (“APB”) Opinion No. 29. The adoption of this statement, effective for fiscal periods beginning after June 15, 2005, did not have any impact on the Company’s results of operations, financial position or cash flows.
  

  In November 2004, the FASB issued SFAS No. 151, “Inventory Costs” (“SFAS 151”), to clarify the accounting for abnormal amounts of idle facility expense, freight, handling costs and wasted material. SFAS 151 is effective for inventory costs incurred during fiscal years beginning after June 15, 2005.  The Company is currently assessing the impact that SFAS 151 will have on the Company’s results of operations, financial position or cash flows.

  In December 2004, the FASB issued SFAS No. 123R (Revised 2004), “Share-Based Payment” (“SFAS 123R”). SFAS 123R requires all share-based payments made to employees, including grants of employee stock options and shares issued pursuant to employee stock purchase plans, to be recognized in the income statement based on their grant-date fair values. In April 2005, the Commission amended the date for compliance with SFAS 123R.  The Company is required to adopt the new accounting provision beginning in its first quarter of fiscal year 2006.  The Company is currently evaluating the provisions of SFAS 123R.
  

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

  FINANCIAL CONDITION

  Liquidity and Capital Resources

  Cash and cash equivalents of $59,903 at October 2, 2005 increased by $23,369 from $36,534 at December 31, 2004, primarily due to the net proceeds from the sales of available for sale securities and long-term investments, partially offset by net cash used in operating activities and capital expenditures.  In the first nine months of 2005, the Company used $23,739 of cash in operations, primarily due to the increase in its accounts receivable and inventories.  Cash flows provided by investing activities were $48,130 for the first nine months of 2005, as net proceeds of $55,553 from sales of available for sale securities and proceeds from the sale of New River common stock of $31,299 were partially offset by capital expenditures of $21,822 and the Company’s investment in Optimer of $12,000. The capital expenditures included the expansion of the Company’s laboratories located in Spring Valley, New York and new production machinery.  The Company also used $1,022 in financing activities as it paid $3,004 of net principal payments under long-term debt and other borrowings and obtained $2,134 from the issuance of shares of common stock upon the exercise of stock options.   

  There were no significant changes in credit terms, collection efforts, credit utilization or delinquencies related to the Company’s accounts receivable.  There are a number of timing issues that can cause fluctuations when measuring accounts receivable days based on the previous quarter’s average days’ sales in accounts receivable.  Because of these issues, the Company measures its days’ sales in accounts receivable on a rolling twelve month average adjusted for Medicaid expense which is not part of accounts receivable.  Days’ sales in accounts receivable based on this calculation increased to 128 days at October 2, 2005 from 85 days at December 31, 2004.  The Company's gross accounts receivable balance increase $19,677, primarily due to trade show purchases by the Company's wholesale customers that occurred late in the third quarter of 2005. The accounts receivable reserve decreased $27,165, primarily due to the lower gross-to-net sales spread on tramadol HC1 and acetaminophen tablets, which was launched in April 2005, and the processing of returns accrued for in prior periods. Included in the Company's account receivable aging are processed credits that had the effect of extending the customer's collection period. At October 2, 2005, 74% of the Company's gross aging was comprised of its wholesale customers, which typically buy more inventory and have longer terms than the other classes of trade in which the company sells product.  

  The Company’s working capital, current assets minus current liabilities, of $384,249 increased $45,011, from $339,238 at December 31, 2004.  The working capital ratio, which is calculated by dividing current assets by current liabilities, was 4.36x at October 2, 2005 compared to 3.19x at December 31, 2004.  The Company believes that its strong working capital ratio indicates its ability to meet its ongoing and foreseeable obligations.

  In April 2004, the Board authorized the repurchase of up to $50,000 of the Company’s common stock.  The repurchases are made, subject to compliance with applicable securities laws, from time to time in the open market or in privately negotiated transactions.  Shares of common stock acquired through the repurchase program are available for general corporate purposes.  The Company may repurchase up to approximately $17,822 of shares of its common stock under the plan.

  In September 2003, the Company sold an aggregate principal amount of $200,000 of senior subordinated convertible notes pursuant to Rule 144A under the Securities Act of 1933.  Net proceeds of $177,945 from the notes, which were net of underwriting costs of $5,250 and the net payment of $16,805 from the purchase of call options and sale of warrants, were used to purchase available for sale securities in October 2003.  Available for sale securities of $95,078 at October 2, 2005 were all available for immediate sale.  The Company intends to continue to use its current liquidity to support the expansion of its business, increasing its research and development activities, entering into product license arrangements, potentially acquiring other complementary businesses and products and for general corporate purposes.

  As of October 2, 2005, the Company had payables due to distribution agreement partners of $42,075 related primarily to amounts due under profit sharing agreements, particularly amounts owed to Pentech and GSK with respect to paroxetine. The Company expects to pay these amounts, with the exception of the payables due to Pentech as a result of current litigation, out of its working capital during the fourth quarter of 2005.  In the second quarter of 2004, Pentech filed a legal action against the Company alleging that the Company breached its contract with Pentech. The Company and Pentech are in dispute over the amount of gross profit share.

            The Company and Genpharm, Inc. ("Genpharm") are parties to certain distribution agreements. Genpharm and the Company are curently in dispute regarding certain compliance conditions with respect to the agreements.
  
  

  The dollar values of the Company’s material contractual obligations and commercial commitments as of October 2, 2005 were as follows:

  
  

  Amounts Due by Period

  Total Monetary

  Oct. 2-Dec. 31,

  2006 to

  2009 to

  2011 and

  Obligation

  Obligation

  2005

  2008

  2010

  thereafter

  Operating leases

  $20,300

  $1,068

  $9,930

  $4,983

  $4,319

  Convertible notes*

  200,000

  -

  -

  200,000

  -

             Insurance obligations

  1,293

  387

  906

  -

  -

  Other

  326

  52

  274

                 -

             -

  Total obligations

  $221,919

  $1,507

  $11,110

  $204,983

  $4,319

  *The convertible notes mature on September 30, 2010, unless earlier converted or repurchased.

  In addition to its internal research and development costs, the Company, from time to time, enters into agreements with third parties for the development and/or acquisition of new products and technologies. To date, the Company has entered into agreements and advanced funds and has commitments or contingent liabilities with several non-affiliated companies for products in various stages of development.  These contingent payments or commitments are generally dependent on the third party achieving certain milestones or the timing of third-party research and development or legal expenses.  Due to the uncertainty of the timing and/or realization of such contingent commitments, these obligations are not included in the above table.  Payments made pursuant to these agreements are either capitalized or expensed according to the Company’s accounting policies.  The total amount that could ultimately become due under these acquisition agrements is approximately $41,848.  

  On September 21, 2005, Par and Nortec entered into an amendment of their existing agreement, which provides an extension of Par's option to acquire all of Nortec's Stock.
  

  
  

  As part of the consideration for the acquisition of Kali, the former Kali stockholders are entitled to up to $10,000 from the Company if certain product-related performance criteria are met over the next four years.  As of December 31, 2004, the former Kali stockholders had earned $2,500 of this contingent payout, which was paid in January 2005.  

  The Company expects to continue to fund its operations, including its research and development activities, capital projects and obligations under its existing distribution and development arrangements discussed herein, out of its working capital.  Implementation of the Company’s business plan may require additional debt and/or equity financing and there can be no assurance that the Company will be able to obtain any additional such financing when needed on terms acceptable or favorable to it.

  Item 6.  Exhibits.

  31.1

  Certification of the Principal Executive Officer.

  31.2

  Certification of the Principal Financial Officer.

  32.1           Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to

  Section 906 of the Sarbanes-Oxley Act of 2002.

  32.2

  Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

  SIGNATURES

  Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Amendment No. 1 to be signed on its behalf by the undersigned thereunto duly authorized.

  PAR PHARMACEUTICAL COMPANIES, INC.

    (Registrant)

  November 15, 2005

  /s/ Scott Tarriff                                                    

  Scott Tarriff

  President and Chief Executive Officer

  November 15, 2005

  /s/ Dennis J. O’Connor                                                      

  Dennis J. O’Connor

  Vice President and Chief Financial Officer

  EXHIBIT INDEX

  Exhibit Number

  Description

  31.1

  Certification of the President and Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act.

  31.2

  Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act.

  32.1

  Certification of the President and Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

  32.2

  Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

  EX-31 2 exhibit31-1.htm (EXHIBIT 31.1)

   Exhibit 31.1

  Certification Pursuant to Rule 13a-14(a) of the Exchange Act

  I, Scott Tarriff, President and Chief Executive Officer of Par Pharmaceutical Companies, Inc., certify that:

  1.

  I have reviewed this quarterly report on Form 10-Q of Par Pharmaceutical Companies, Inc.;

  2.

  Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

  3.

  Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

  4.

  The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:

  a)

  designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

  b)

  designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

  c)

  evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report, based on such evaluation; and

  d)

  disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect the registrant’s internal control over financial reporting; and

  5.

  The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:

  a)

  all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

  b)

  any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

  
  

  Date: November 14, 2005	/s/ Scott Tarriff
  	Scott Tarriff President and Chief Executive Officer

  
  
  
  EX-31 3 exhibit31-2.htm (EXHIBIT 31.2)

  Exhibit 31.2

  Certification Pursuant to Rule 13a-14(a) of the Exchange Act

  I, Dennis J. O’Connor, Chief Financial Officer of Par Pharmaceutical Companies, Inc., certify that:

  1.

  I have reviewed this quarterly report on Form 10-Q of Par Pharmaceutical Companies, Inc.;

  2.

  Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

  3.

  Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

  4.

  The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))for the registrant and we have:

  a)

  designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

  b)

  designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

  c)

  evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report, based on such evaluation; and

  d)

  disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect the registrant’s internal control over financial reporting; and

  5.

  The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:

  a)

  all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

  b)

  any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

  
  

  Date: November 14, 2005	/s/ Dennis J. O’Connor
  	Dennis J. O’Connor Chief Financial Officer

  EX-32 4 exhibit32-1.htm (EXHIBIT 32.1)

  Exhibit  32.1

  CERTIFICATION OF PRESIDENT AND CHIEF EXECUTIVE OFFICER

  CERTIFICATION PURSUANT TO

  18 U.S.C. SECTION 1350

  AS ADOPTED PURSUANT TO

  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

  In connection with the Quarterly Report of Par Pharmaceutical Companies, Inc. (the “Company”) on Form 10-Q for the period ended October 2, 2005 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Scott Tarriff, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

  (1)

  The Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and

  (2)

  The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

  /s/ Scott Tarriff

  Scott Tarriff

  President and Chief Executive Officer

  November 14, 2005

  
  
  
  EX-32 5 exhibit32-2.htm (EXHIBIT 32.2)

  Exhibit 32.2

  CERTIFICATION OF CHIEF FINANCIAL OFFICER

  CERTIFICATION PURSUANT TO

  18 U.S.C. SECTION 1350

  AS ADOPTED PURSUANT TO

  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

  In connection with the Quarterly Report of Par Pharmaceutical Companies, Inc. (the “Company”) on Form 10-Q for the period ended October 2, 2005 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Dennis J. O’Connor, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

  (1)

  The Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and

  (2)

  The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

  /s/ Dennis J. O’Connor                                 

  Dennis J. O’Connor

  Chief Financial Officer

  November 14, 2005

  
  
  
  -----END PRIVACY-ENHANCED MESSAGE-----

EX-31

 Exhibit 31.1

Certification Pursuant to Rule 13a-14(a) of the Exchange Act

I, Scott Tarriff, President and Chief Executive Officer of Par Pharmaceutical Companies, Inc., certify that:

1.

I have reviewed this quarterly report on Form 10-Q of Par Pharmaceutical Companies, Inc.;

2.

Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3.

Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4.

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:

a)

designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b)

designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)

evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report, based on such evaluation; and

d)

disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect the registrant’s internal control over financial reporting; and

5.

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:

a)

all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 14, 2005	/s/ Scott Tarriff
	Scott Tarriff President and Chief Executive Officer

EX-31

Exhibit 31.2

Certification Pursuant to Rule 13a-14(a) of the Exchange Act

I, Dennis J. O’Connor, Chief Financial Officer of Par Pharmaceutical Companies, Inc., certify that:

1.

I have reviewed this quarterly report on Form 10-Q of Par Pharmaceutical Companies, Inc.;

2.

Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3.

Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4.

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))for the registrant and we have:

a)

designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b)

designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)

evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report, based on such evaluation; and

d)

disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect the registrant’s internal control over financial reporting; and

5.

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:

a)

all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 14, 2005	/s/ Dennis J. O’Connor
	Dennis J. O’Connor Chief Financial Officer

EX-32

Exhibit  32.1

CERTIFICATION OF PRESIDENT AND CHIEF EXECUTIVE OFFICER

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Par Pharmaceutical Companies, Inc. (the “Company”) on Form 10-Q for the period ended October 2, 2005 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Scott Tarriff, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

(1)

The Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

/s/ Scott Tarriff

Scott Tarriff

President and Chief Executive Officer

November 14, 2005

EX-32

Exhibit 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Par Pharmaceutical Companies, Inc. (the “Company”) on Form 10-Q for the period ended October 2, 2005 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Dennis J. O’Connor, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

(1)

The Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

/s/ Dennis J. O’Connor                                 

Dennis J. O’Connor

Chief Financial Officer

November 14, 2005