FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1998
Commission File Number 1-09623
IVAX CORPORATION
FLORIDA 16-1003559
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4400 BISCAYNE BOULEVARD, MIAMI, FLORIDA 33137
(Address of principal executive offices) (Zip Code)
(305) 575-6000
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
YES X NO
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
119,846,286 SHARES OF COMMON STOCK, $.10 PAR VALUE, OUTSTANDING
AS OF APRIL 30, 1998.
<PAGE>
IVAX CORPORATION
INDEX
PART I - FINANCIAL INFORMATION PAGE NO.
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Item 1 - Financial Statements
Condensed Consolidated Balance Sheets as of March 31,
1998 and December 31, 1997 2
Condensed Consolidated Statements of Operations
for the three months ended March 31, 1998 and 1997 3
Condensed Consolidated Statements of Cash Flows
for the three months ended March 31, 1998 and 1997 4
Notes to Condensed Consolidated Financial Statements 5
Item 2 - Management's Discussion and Analysis of Financial
Condition and Results of Operations 9
PART II - OTHER INFORMATION
Item 1 - Legal Proceedings 14
Item 6 - Exhibits and Reports on Form 8-K 14
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
IVAX CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands, except per share data)
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
1998 1997
------------- --------------
ASSETS
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 161,564 $ 199,235
Accounts receivable, net 102,679 104,994
Inventories 145,703 145,716
Net assets of discontinued operations 36,010 37,820
Other current assets 22,454 22,939
------------- -------------
Total current assets 468,410 510,704
Property, plant and equipment, net 193,777 193,741
Intangible assets, net 47,957 39,458
Other assets 42,899 46,833
------------- -------------
Total assets $ 753,043 $ 790,736
============= =============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Loans payable $ 3,253 $ 4,025
Current portion of long-term debt 1,100 7,858
Accounts payable 40,659 42,578
Accrued income taxes payable 8,970 9,126
Accrued expenses and other current liabilities 156,353 170,379
------------- -------------
Total current liabilities 210,335 233,966
Long-term debt, net of current portion 94,109 94,193
Other long-term liabilities 11,873 12,600
Minority interest 16,116 14,938
Shareholders' equity:
Common stock, $.10 par value, authorized 250,000 shares,
issued and outstanding 119,841 shares (121,518 in 1997) 11,984 12,152
Capital in excess of par value 500,897 515,234
Retained deficit (76,186) (72,294)
Cumulative translation adjustment and other (16,085) (20,053)
------------- -------------
Total shareholders' equity 420,610 435,039
------------- -------------
Total liabilities and shareholders' equity $ 753,043 $ 790,736
============= =============
</TABLE>
THE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ARE AN
INTEGRAL PART OF THESE BALANCE SHEETS.
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IVAX CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31,
(In thousands, except per share data) 1998 1997
------------- -------------
<S> <C> <C>
NET REVENUES $ 149,055 $ 166,898
COST OF SALES 99,204 118,028
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Gross profit 49,851 48,870
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OPERATING EXPENSES:
Selling 20,522 23,001
General and administrative 18,852 25,668
Research and development 13,749 11,931
Amortization of intangible assets 916 983
Restructuring costs 696 -
Merger expenses - 2,095
------------- -------------
Total operating expenses 54,735 63,678
------------- -------------
Loss from operations (4,884) (14,808)
OTHER INCOME (EXPENSE):
Interest income 2,298 659
Interest expense (1,747) (5,645)
Other income, net 3,752 7,079
------------- -------------
Total other income, net 4,303 2,093
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Loss from continuing operations before income
taxes and minority interest (581) (12,715)
PROVISION (BENEFIT) FOR INCOME TAXES 2,630 (3,095)
------------- -------------
Loss from continuing operations before
minority interest (3,211) (9,620)
MINORITY INTEREST (681) (1,472)
------------- -------------
Loss from continuing operations (3,892) (11,092)
DISCONTINUED OPERATIONS, NET OF TAXES - 3,153
------------- -------------
NET LOSS $ (3,892) $ (7,939)
============= =============
BASIC AND DILUTED EARNINGS (LOSS) PER COMMON SHARE:
Continuing operations $ (0.03) $ (0.09)
Discontinued operations - 0.02
------------- -------------
Net loss $ (0.03) $ (0.07)
============ =============
BASIC AND DILUTED WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 120,979 121,479
============= =============
</TABLE>
THE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ARE AN
INTEGRAL PART OF THESE STATEMENTS.
3
<PAGE>
IVAX CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31, 1998 1997
(In thousands) ------------- --------------
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (3,892) $ (7,939)
Adjustments to reconcile net loss to net cash (used for)
provided by operating activities:
Restructuring costs 696 -
Depreciation and amortization 7,743 7,928
Deferred tax provision (benefit) 482 (6,726)
Provision for allowances for doubtful accounts 1,266 2,935
Minority interest 681 1,472
Net losses on disposal of assets 1,754 308
Income from discontinued operations - (3,153)
Changes in assets and liabilities:
Decrease in accounts receivable 1,816 38,259
Decrease in inventories 1,292 13,157
Increase in other current assets (433) (4,474)
(Increase) decrease in other assets (1,029) 2,123
Decrease in accounts payable, accrued expenses
and other current liabilities (20,795) (7,155)
Increase (decrease) in other long-term liabilities 1,045 (242)
Other, net (401) (487)
Net cash (used for) provided by operating activities
of discontinued operations (1,047) 15,614
------------- -------------
Net cash (used for) provided by operating activities (10,822) 51,620
------------- -------------
Cash flows from investing activities:
Proceeds from divestitures 3,885 -
Capital expenditures (4,543) (8,527)
Proceeds from sale of assets 1,802 111
Acquisitions of patents, trademarks, licenses
and other intangibles (6,431) (346)
Acquisitions of businesses and other, net of cash acquired - (10,501)
Net investing activities of discontinued operations (42) (8,273)
------------- -------------
Net cash used for investing activities (5,329) (27,536)
------------- -------------
Cash flows from financing activities:
Borrowings on long-term debt and loans payable 416 26,992
Payments on long-term debt and loans payable (7,928) (54,672)
Issuance of common stock 4 10
Repurchases of common stock (14,509) -
Net financing activities of discontinued operations 11 (68)
------------- -------------
Net cash used for financing activities (22,006) (27,738)
------------- -------------
Effect of exchange rate changes on cash 486 (2,340)
------------- -------------
Net decrease in cash and cash equivalents (37,671) (5,994)
Cash and cash equivalents at the beginning of the year 199,235 80,806
------------- -------------
Cash and cash equivalents at the end of the period $ 161,564 $ 74,812
============= =============
Supplemental disclosures:
Interest paid $ 233 $ 6,744
============= =============
Income tax payments, net $ 1,581 $ 830
============= =============
</TABLE>
THE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ARE AN
INTEGRAL PART OF THESE STATEMENTS.
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<PAGE>
IVAX CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(In thousands, except share data)
(1) GENERAL:
In management's opinion, the accompanying unaudited condensed
consolidated financial statements of IVAX Corporation and subsidiaries ("IVAX")
contain all adjustments (consisting of only normal recurring adjustments)
necessary to present fairly the financial position of IVAX as of March 31, 1998,
and the results of its operations for the three months ended March 31, 1998 and
1997. The results of operations and cash flows for the three months ended March
31, 1998 are not necessarily indicative of the results of operations or cash
flows which may be reported for the remainder of 1998.
The accompanying unaudited interim condensed consolidated financial
statements have been prepared pursuant to the rules and regulations of the
Securities and Exchange Commission for reporting on Form 10-Q. Pursuant to such
rules and regulations, certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted. The condensed consolidated
financial statements should be read in conjunction with the consolidated
financial statements and the notes to consolidated financial statements included
in IVAX's Annual Report on Form 10-K for the year ended December 31, 1997.
The accounting policies followed for interim financial reporting are
the same as those disclosed in Note 2 of the notes to consolidated financial
statements included in IVAX's Annual Report on Form 10-K for the year ended
December 31, 1997.
Certain amounts presented in the condensed consolidated financial
statements for prior periods have been reclassified to conform to the current
period's presentation and as required with respect to discontinued operations.
(2) EARNINGS (LOSS) PER SHARE:
Basic earnings (loss) per share is computed by dividing net income
(loss) by the weighted average number of common shares outstanding for the
period. In the computation of diluted earnings (loss) per share, the weighted
average number of common shares outstanding is adjusted for the effect of all
dilutive potential common stock. In computing diluted earnings (loss) per share,
IVAX has utilized the treasury stock method. All prior periods earnings (loss)
per share data have been restated to conform with SFAS No. 128, EARNINGS PER
SHARE, which was adopted by IVAX in 1997.
For the three months ended March 31, 1998 and 1997, there was no
difference between basic and diluted loss per common share as all potential
common stock was antidilutive.
Total potential common stock at March 31, 1998, includes outstanding
options to purchase 9,165,287 shares of common stock and 6 1/2% Convertible
Subordinated Notes due November 2001 which are convertible at the option of the
holders into 2,866,929 shares of common stock at a conversion rate of $31.75 per
share.
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(3) RESTRUCTURING COSTS:
During the first quarter of 1998, IVAX continued its ongoing efforts to
reduce costs and enhance operating efficiency by initiating further
restructuring programs at its United Kingdom pharmaceutical operations. IVAX
recorded a pre-tax charge of $696 in the first quarter of 1998, comprised
primarily of $481 for severance and other employee termination benefits and $215
for the write-down of leasehold improvements associated with the consolidation
of certain packaging operations in the United Kingdom, anticipated to be
completed in 1998.
Management anticipates that it will continue to seek opportunities to
improve efficiency and operations, and accordingly, additional restructuring
costs may be recorded in future periods as such opportunities are identified.
(4) DIVESTITURES:
During February 1998, IVAX sold its vacuum pump fluids business, the
only remaining segment of IVAX's specialty chemicals business, for $3,885 in
cash. IVAX retained certain real estate assets of the specialty chemicals
business which are held for sale.
(5) DISCONTINUED OPERATIONS:
During 1997, IVAX's Board of Directors determined to divest its
intravenous products, personal care products and specialty chemicals businesses.
As a result, IVAX classified these businesses as discontinued operations, and
has included their results of operations in "Discontinued operations, net of
taxes" in the accompanying condensed consolidated statements of operations.
Results of these operations were as follows:
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31, 1998 1997
------------- -------------
<S> <C> <C>
INTRAVENOUS PRODUCTS (1)
Net revenues (2) $ - $ 82,593
Income from operations before taxes (3) $ - $ 2,708
Income tax benefit - (385)
------------- -------------
Income from operations $ - $ 3,093
------------- -------------
PERSONAL CARE PRODUCTS
Net revenues (2) $ 18,594 $ 18,901
Income from operations before taxes (3) $ - $ 256
Income tax provision - 157
------------- -------------
Income from operations $ - $ 99
------------- -------------
SPECIALTY CHEMICALS (4)
Net revenues (2) $ 851 $ 16,980
Income from operations before taxes (3) $ - $ 63
Income tax provision - 102
------------- -------------
Loss from operations $ - $ (39)
------------- -------------
Total income from discontinued operations $ - $ 3,153
============= =============
</TABLE>
(1) The intravenous products business was sold effective May 30, 1997.
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(2) Net revenues include intersegment sales of $822 for the three months
ended March 31, 1997.
(3) Includes an allocation of interest expense based on the ratio of net
assets of each of the discontinued businesses to IVAX's consolidated
total capital. The above operating results include interest expense
allocations of $2,435 for the three months ended March 31, 1997.
(4) A significant portion of the specialty chemicals business was sold
during the third quarter of 1997. The remaining business was sold in
February 1998.
The net assets of IVAX's remaining discontinued operations (excluding
intercompany assets) at March 31, 1998, as presented in the condensed
consolidated balance sheet, are as follows:
PERSONAL CARE
PRODUCTS
DIVISION
-------------
Current assets $ 25,077
Property, plant and equipment, net 5,231
Other assets 19,402
-------------
Total assets 49,710
Current liabilities 13,700
Other liabilities -
Total liabilities 13,700
-------------
Net assets of discontinued operations $ 36,010
=============
(6) INCOME TAXES:
The provision (benefit) for income taxes is based on the consolidated
United States entities' and individual foreign companies' estimated tax rates
for the applicable year. IVAX utilizes the asset and liability method, and
deferred taxes are determined based on the estimated future tax effects of
differences between the financial accounting and tax bases of assets and
liabilities under applicable tax laws. Deferred income tax provisions and
benefits are based on the changes in the deferred tax asset or tax liability
from period to period.
The provision (benefit) for income taxes from continuing operations
consists of the following:
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31, 1998 1997
------------- -------------
<S> <C> <C>
Current:
United States $ - $ -
Foreign, including Puerto Rico
and U.S. Virgin Islands 2,148 3,631
Deferred 482 (6,726)
------------- -------------
Provision (benefit) for income taxes $ 2,630 $ (3,095)
============= =============
</TABLE>
At March 31, 1998, IVAX has established $122,080 in valuation
allowances, primarily against its domestic deferred tax assets generated from
losses incurred by its domestic operations. As a result, the domestic deferred
tax asset is fully reserved as of March 31, 1998. Management expects that IVAX
will
7
<PAGE>
recognize additional valuation allowances related to any future deferred tax
assets generated from its domestic operations until such time as sustainable
domestic taxable income is achieved.
As of March 31, 1998, a foreign net deferred tax asset aggregating
$19,089 is included in "Other current assets," "Other assets" and "Other
long-term liabilities" in the accompanying condensed consolidated balance sheet.
Realization of the foreign net deferred tax asset is dependent upon generating
sufficient future foreign taxable income. Although realization is not assured,
management believes it is more likely than not that the foreign net deferred tax
asset will be realized.
(7) SHAREHOLDERS' EQUITY:
In December 1997, IVAX's Board of Directors approved a share repurchase
program authorizing IVAX to repurchase up to 5,000,000 shares of IVAX common
stock. Through March 31, 1998, IVAX repurchased 1,686,800 shares of common stock
at a total cost, including commissions, of $14,509.
(8) COMPREHENSIVE INCOME:
In the first quarter of 1998, IVAX adopted SFAS No. 130, REPORTING
COMPREHENSIVE INCOME, which establishes standards for reporting and display of
comprehensive income and its components in a full set of financial statements.
The objective of SFAS No. 130 is to report a measure of all changes in equity of
an enterprise that result from transactions and other economic events in a
period other than transactions with owners. Comprehensive income is the total of
net income and all other non-owner changes in equity. IVAX has elected to
disclose comprehensive income in the consolidated statement of shareholders'
equity in its annual report and within its notes to condensed consolidated
financial statements for interim reporting.
The components of IVAX's comprehensive income (loss) are as follows:
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31, 1998 1997
------------- -------------
<S> <C> <C>
Net loss $ (3,892) $ (7,939)
Unrealized gains on marketable securities, net of taxes 35 1,936
Foreign currency translation adjustments 3,933 (11,906)
------------- -------------
Comprehensive income (loss) $ 76 $ (17,909)
============= =============
</TABLE>
(9) CONTINGENCIES:
With respect to the shareholder class actions filed against IVAX in
March and April 1997, which were consolidated in June 1997, the court dismissed
the consolidated action with prejudice in March 1998.
8
<PAGE>
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion and analysis should be read in conjunction
with the consolidated financial statements, the related notes to consolidated
financial statements and management's discussion and analysis of financial
condition and results of operations included in IVAX's Annual Report on Form
10-K for the year ended December 31, 1997 and the condensed consolidated
financial statements and the related notes to condensed consolidated financial
statements included in Item 1 of this Quarterly Report on Form 10-Q. Except for
historical information contained herein, the matters discussed below are forward
looking statements made pursuant to the safe harbor provisions of the Securities
Litigation Reform Act of 1995. Such statements involve risks and uncertainties,
including but not limited to economic, competitive, governmental and
technological factors affecting IVAX's operations, markets, products and prices,
and other factors discussed elsewhere in this report and the documents filed by
IVAX with the Securities and Exchange Commission ("SEC"). These factors may
cause IVAX's results to differ materially from the forward looking statements
made in this report or otherwise made by or on behalf of IVAX.
Results for the three months ending March 31, 1997 have been restated
to reflect the classification of certain businesses as discontinued operations.
See "Results of Operations - Discontinued Operations" for a further discussion.
Additionally, the diagnostics business' results of operations, previously
reported as part of the "Other operations" segment, are not disclosed as a
separate segment because they are not significant.
RESULTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 1998 COMPARED TO THE THREE MONTHS ENDED MARCH 31,
1997
IVAX reported a net loss of $3.9 million for the three months ended
March 31, 1998, compared to a net loss of $7.9 million for the three months
ended March 31, 1997. Loss from continuing operations was $3.9 million for the
three months ended March 31, 1998, compared to a loss from continuing operations
of $11.1 million for the same period of the prior year. Discontinued operations
were break-even for the three months ended March 31, 1998, compared to income
from discontinued operations of $3.2 million for the same period of the prior
year.
Net loss per common share was $.03 for the three months ended March 31,
1998, compared to a net loss of $.07 for the same period of the prior year. Loss
per common share from continuing operations was $.03 for the three months ended
March 31, 1998, compared to a loss of $.09 for the same period of the prior
year. Income per common share from discontinued operations was $.02 for the
three months ended March 31, 1997.
NET REVENUES AND GROSS PROFIT
Net revenues for the three months ended March 31, 1998 totaled $149.1
million, a decrease of $17.8 million, or 11%, from the $166.9 million reported
in the same period of the prior year. Net revenues from IVAX's domestic and
international operations decreased by $8.7 million and $9.1 million,
respectively.
Domestic net revenues totaled $70.8 million for the three months ended
March 31, 1998, compared to $79.5 million for the same period of 1997. The $8.7
million, or 11%, decrease in domestic net revenues was primarily attributable to
lower prices and sales volumes of certain generic
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pharmaceutical products and lower net revenues due to the sale of the rights to
Elmiron(R) and certain other urology products in the United States and Canada to
ALZA Corporation ("ALZA") during the third quarter of 1997. This decrease was
partially offset by net revenues generated by certain new generic pharmaceutical
products manufactured by IVAX and introduced into the market during the past
twelve months, lower sales returns and allowances and $3.0 million received from
the settlement of litigation with Abbott Laboratories ("Abbott") concerning the
marketing of terazosin hydrochloride, the generic equivalent of Abbott's
Hytrin(R). Under the settlement, IVAX expects to receive an additional $3
million in July 1998 and $6 million quarterly thereafter until the earlier of
February 2000 or the market introduction of a generic version of terazosin
hydrochloride.
During the first three months of 1998 and 1997, IVAX's United States
generic pharmaceutical operations provided reserves which reduced gross sales by
$32.4 million and $36.2 million, respectively. At March 31, 1998 and December
31, 1997, these reserve balances totaled $111.2 million and $105.4 million,
respectively, and are included in accounts receivable, net and accrued expenses
and other current liabilities in the condensed consolidated balance sheets.
IVAX's international operations generated net revenues of $78.3 million
for the three months ended March 31, 1998, compared to $87.4 million for the
same period of the prior year. The $9.1 million, or 10%, decrease in
international net revenues was primarily due to the unfavorable impact of
foreign currency fluctuations at IVAX's Czech Republic operations and decreased
branded product sales at IVAX's United Kingdom operations.
Gross profit for the three months ended March 31, 1998 increased $1.0
million, or 2%, from the same period of the prior year. Gross profit was $49.9
million (33.4% of net revenues) for the three months ended March 31, 1998,
compared to $48.9 million (29.3% of net revenues) for the three months ended
March 31, 1997. The increase in gross profit percentage is primarily due to
lower sales returns and allowances, lower inventory provisions, favorable
product mix and revenues attributable to the Abbott settlement at IVAX's United
States generic pharmaceutical operations. These factors were partially offset by
price declines for certain United States generic pharmaceutical products.
OPERATING EXPENSES
Selling expenses totaled $20.5 million (13.8% of net revenues) for the
three months ended March 31, 1998, compared to $23.0 million (13.8% of net
revenues) for the three months ended March 31, 1997, a decrease of $2.5 million.
The decrease was primarily attributable to reduced sales force and promotional
costs of IVAX's United States proprietary pharmaceutical operations as a result
of the sale of the rights to Elmiron(R) and certain other urology products to
ALZA during the third quarter of 1997. This decrease was partially offset by
higher selling expenses related to IVAX's international operations.
General and administrative expenses totaled $18.9 million (12.6% of net
revenues) for the three months ended March 31, 1998, compared to $25.7 million
(15.4% of net revenues) for the three months ended March 31, 1997, a decrease of
$6.8 million. The decrease is primarily attributable to lower personnel costs at
IVAX's corporate headquarters, its domestic generic pharmaceutical operations
and its United Kingdom operations as a result of the implementation of
previously announced restructuring plans. Lower legal fees at IVAX's corporate
headquarters and United Kingdom operations as well as lower bad debt provisions
at IVAX's domestic generic pharmaceutical operations also contributed to the
decline.
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Research and development expenses for the three months ended March 31,
1998 increased 15.2%, compared to the three months ended March 31, 1997, to a
total of $13.7 million (9.2% of net revenues). The future level of research and
development expenditures will depend on, among other things, the outcome of
clinical testing of products under development, delays or changes in government
required testing and approval procedures, technological and competitive
developments, strategic marketing decisions and liquidity.
During the first quarter of 1998, IVAX continued its ongoing efforts to
reduce costs and enhance operating efficiency by initiating further
restructuring programs at its United Kingdom pharmaceutical operations. IVAX
recorded a pre-tax charge of $.7 million in the first quarter of 1998, comprised
primarily of $.5 million for severance and other employee termination benefits
and $.2 million for the write-down of leasehold improvements associated with the
consolidation of certain packaging operations in the United Kingdom, anticipated
to be completed in 1998.
The $2.1 million of merger expenses incurred for the three months ended
March 31, 1997 were primarily related to a proposed merger with Bergen Brunswig
Corporation, which was terminated in March 1997.
OTHER INCOME (EXPENSE)
Interest income increased $1.6 million for the three months ended March
31, 1998, as compared to the three months ended March 31, 1997. Higher levels of
cash on hand due to proceeds received from the divestiture of certain businesses
classified as discontinued operations and the sale of certain product rights
during 1997 accounted for the increase in interest income. See Note 5,
Divestitures, and Note 6, Sale of Product Rights, in IVAX's Annual Report on
Form 10-K for the year ended December 31, 1997 for further discussion.
Interest expense decreased $3.9 million for the three months ended
March 31, 1998, as compared to the three months ended March 31, 1997, primarily
due to the repayment of IVAX's revolving credit facility during the second
quarter of 1997.
Other income, net decreased $3.3 million for the three months ended
March 31, 1998, as compared to the three months ended March 31, 1997. The
decrease is primarily due to $4.0 million in settlement proceeds received in the
first quarter of 1997 related to the recall in the United States of the raw
material for the generic pharmaceutical product cefaclor.
DISCONTINUED OPERATIONS
Discontinued operations, net of taxes for the three months ended March
31, 1998 includes the results of operations of the personal care products
business and the vacuum pump fluids segment of the specialty chemicals business
through its sale in February 1998. The personal care products business had
break-even operations for the first quarter of 1998, while losses incurred on
the sale and operations of the vacuum pump fluids business were charged against
previously established reserves. Income from discontinued operations of $3.2
million for the three months ended March 31, 1997 includes the results of
operations of the intravenous products, personal care products and specialty
chemicals businesses. Effective May 30, 1997, IVAX sold its intravenous products
business. During the third quarter of 1997, IVAX completed the sale of a
significant portion of the assets of its specialty chemicals business. During
February 1998, IVAX sold its vacuum pump fluids business, the only remaining
segment of IVAX's specialty chemicals business. See Note 5, Divestitures, in
IVAX's
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Annual Report on Form 10-K for the year ended December 31, 1997 and Note 4,
Divestitures, in the notes to condensed consolidated financial statements for
further discussion.
CURRENCY FLUCTUATIONS
For the three months ended March 31, 1998, approximately 61% of IVAX's
net revenues were attributable to operations which principally generated
revenues in currencies other than the United States dollar, compared to
approximately 57% for the three months ended March 31, 1997. Fluctuations in the
value of foreign currencies relative to the United States dollar affect the
reported results of operations for IVAX. If the United States dollar weakens
relative to the foreign currency, the earnings generated in the foreign currency
will, in effect, increase when converted into United States dollars and vice
versa. As a result of exchange rate differences, net revenues decreased by
approximately $3.5 million for the three months ended March 31, 1998, as
compared to the same period of the prior year.
INCOME TAXES
IVAX recognized a $2.6 million tax provision for the three months ended
March 31, 1998, which related to foreign operations. The $2.7 million tax
benefit recognized by domestic operations was completely offset by the
establishment of an additional $2.7 million in valuation allowances. As a
result, the domestic deferred tax asset is fully reserved as of March 31, 1998.
Management expects that IVAX will recognize additional valuation allowances
related to any future deferred tax assets generated from its domestic operations
until such time as sustainable domestic taxable income is achieved.
As of March 31, 1998, IVAX had a foreign net deferred tax asset
aggregating $19.1 million. Realization of the foreign net deferred tax asset is
dependent upon generating sufficient future foreign taxable income. Although
realization is not assured, management believes it is more likely than not that
the foreign net deferred tax asset will be realized. Management's estimates of
future taxable income are subject to revision due to, among other things,
regulatory and competitive factors affecting the pharmaceutical industry. Such
factors are further discussed in management's discussion and analysis of
financial condition and results of operations included in IVAX's Annual Report
on Form 10-K for the year ended December 31, 1997.
LIQUIDITY AND CAPITAL RESOURCES
At March 31, 1998, IVAX's working capital, excluding net assets of
discontinued operations, was $222.1 million, compared to $238.9 million at
December 31, 1997. Cash and cash equivalents totaled $161.6 million at March 31,
1998, as compared to $199.2 million at December 31, 1997 and $74.8 million at
March 31, 1997.
Net cash of $10.8 million was used for operating activities during the
first quarter of 1998, compared to $51.6 million in cash provided by operating
activities during the first quarter of 1997. The increase in cash used for
operating activities, as compared to the first quarter of 1997, was primarily
the result of reductions in accounts receivable and inventory during the first
quarter of 1997 resulting from increased cash collections and improved inventory
management at IVAX's United States generic pharmaceutical operations.
Net cash of $5.3 million was used for investing activities during the
first quarter of 1998, as compared to $27.5 million during the same period of
the prior year. During February 1998, IVAX
12
<PAGE>
sold its vacuum pump fluids business, the only remaining segment of its
specialty chemicals business. See Note 4, Divestitures, in the notes to
condensed consolidated financial statements. On March 20, 1998, IVAX paid $6.1
million to NaPro BioTherapeutics, Inc. ("NaPro") as partial consideration for a
license to NaPro's pending patents for a paclitaxel formulation in the United
States, Europe and certain other world markets. In connection with the license,
IVAX and NaPro terminated their paclitaxel development and marketing agreement.
Additionally, in the first quarter of 1997, IVAX purchased a pharmaceutical
manufacturing facility in Kirkland, Canada for $10.5 million.
Net cash of $22.0 million was used for financing activities during the
first quarter of 1998, compared to $27.7 million during the same period of the
prior year, primarily reflecting reductions in amounts outstanding under IVAX's
revolving credit facility during the first quarter of 1997 and repurchases of
common stock during the first quarter of 1998. See Note 7, Shareholders' Equity,
in the notes to condensed consolidated financial statements.
IVAX plans to spend substantial amounts of capital in 1998 to continue
the research and development of pharmaceutical products. Although research and
development expenditures are expected to be between $50 million and $60 million
during 1998, actual expenditures will depend on, among other things, the outcome
of clinical testing of products under development, delays or changes in
government required testing and approval procedures, technological and
competitive developments, strategic marketing decisions and liquidity. In
addition, IVAX plans to spend between $50 million and $55 million in 1998 to
improve and expand its pharmaceutical and other related facilities.
IVAX's principal sources of short term liquidity are existing cash and
cash generated from the disposition of certain non-strategic assets, including
those currently classified as discontinued operations, which IVAX believes will
be sufficient to meet its operating needs and anticipated capital expenditures
over the short term. For the long term, IVAX intends to utilize principally
internally generated funds, which are anticipated to be derived primarily from
the sale of existing pharmaceutical products, pharmaceutical products currently
under development and pharmaceutical products to be licensed from third parties.
There can be no assurance that IVAX will successfully complete the development
of products under development, that IVAX will be able to obtain regulatory
approval for any such product, or that any approved product may be produced in
commercial quantities, at reasonable costs, and be successfully marketed. In
addition, IVAX's 6 1/2% Convertible Subordinated Notes Due 2001 ("the 6 1/2%
Notes") are scheduled to mature in November 2001. To the extent that capital
requirements exceed available capital or that IVAX is required to refinance the
6 1/2% Notes, IVAX will need to seek alternative sources of financing to fund
its operations. IVAX has no existing credit facility and no assurance can be
given that alternative financing will be available, if at all, in a timely
manner, on favorable terms. If IVAX is unable to obtain satisfactory alternative
financing, IVAX may be required to delay or reduce its proposed expenditures,
including expenditures for research and development, or sell additional assets
in order to meet its future obligations.
13
<PAGE>
PART II - OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS
With respect to the case styled ALAN M. HARRIS, YITZCHOK WOLPIN AND
FAUSTO POMBAR V. IVAX CORPORATION, PHILLIP FROST AND MICHAEL W. FIPPS,
previously reported in IVAX's Annual Report on Form 10-K for the year ended
December 31, 1997, on March 30, 1998, the United States District Court dismissed
the action with prejudice, and on May 6, 1998, the Court denied the plaintiffs'
request to reconsider such dismissal.
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
<TABLE>
<CAPTION>
(a) EXHIBITS
<S> <C> <C>
10.1 Form of Employment Agreement (Change in Control), Incorporated by reference to the Form
dated as of May 1, 1998 between IVAX Corporation and of Employment Agreement (Change in
Rafick G. Henein, Ph.D. Control) in IVAX's Form 10-K for the
year ended December 31, 1997.
27 Financial Data Schedule Filed herewith.
</TABLE>
(b) REPORTS ON FORM 8-K
IVAX filed a Current Report on Form 8-K dated February 27, 1998
announcing that its 1998 annual meeting of shareholders will be held on
June 5, 1998 and that any shareholder proposals intended to be presented
at the meeting must be received by IVAX no later than April 1, 1998.
14
<PAGE>
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.
IVAX CORPORATION
Date: May 14, 1998 By: /S/ THOMAS E. BEIER
-------------------
Thomas E. Beier
Senior Vice President-Finance
Chief Financial Officer
<PAGE>
EXHIBIT INDEX
EXHIBIT
- -------
27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
IVAX CORPORATION'S FORM 10-Q FOR THE QUARTERLY PERIOD ENDED MARCH 31,
1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-31-1998
<CASH> 161,564
<SECURITIES> 0
<RECEIVABLES> 102,679 <F1>
<ALLOWANCES> 0
<INVENTORY> 145,703
<CURRENT-ASSETS> 468,410
<PP&E> 193,777 <F2>
<DEPRECIATION> 0
<TOTAL-ASSETS> 753,043
<CURRENT-LIABILITIES> 210,335
<BONDS> 94,109
0
0
<COMMON> 11,984
<OTHER-SE> 408,626
<TOTAL-LIABILITY-AND-EQUITY> 753,043
<SALES> 149,055
<TOTAL-REVENUES> 149,055
<CGS> 99,204
<TOTAL-COSTS> 99,204
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 1,266
<INTEREST-EXPENSE> 1,747
<INCOME-PRETAX> (581)
<INCOME-TAX> 2,630
<INCOME-CONTINUING> (3,892)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (3,892)
<EPS-PRIMARY> (.03)
<EPS-DILUTED> 0 <F3>
<FN>
<F1> AMOUNT SHOWN IS NET OF ALLOWANCES.
<F2> AMOUNT SHOWN IS NET OF ACCUMULATED DEPRECIATION AND AMORTIZATION.
<F3> AMOUNT IS ANTI-DILUTIVE.
</FN>
</TABLE>
