<PAGE> 1
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 JUNE 30, 1999
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.
106,514,027 SHARES OF COMMON STOCK, $.10 PAR VALUE, OUTSTANDING
AS OF JULY 31, 1999.
<PAGE> 2
IVAX CORPORATION
INDEX
<TABLE>
<CAPTION>
PAGE NO.
--------
<S> <C>
PART I - FINANCIAL INFORMATION
Item 1 - Financial Statements
Condensed Consolidated Balance Sheets as of June 30, 1999
and December 31, 1998 2
Condensed Consolidated Statements of Operations
for the three months and six months ended June 30, 1999 and 1998 3
Condensed Consolidated Statements of Cash Flows
for the six months ended June 30, 1999 and 1998 4
Notes to Condensed Consolidated Financial Statements 5
Item 2 - Management's Discussion and Analysis of Financial Condition and
Results of Operations 11
Item 3 - Quantitative and Qualitative Disclosures About Market Risk 19
PART II - OTHER INFORMATION
Item 1 - Legal Proceedings 20
Item 4 - Submission of Matters to a Vote of Security Holders 20
Item 6 - Exhibits and Reports on Form 8-K 21
</TABLE>
<PAGE> 3
PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
IVAX CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except per share data)
<TABLE>
<CAPTION>
June 30,
1999 December 31,
(unaudited) 1998
----------- -----------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 107,557 $ 208,593
Accounts receivable, net of allowances for doubtful accounts of
$21,684 in 1999 and $22,834 in 1998 95,262 109,732
Inventories 126,577 135,324
Other current assets 24,972 33,143
--------- ---------
Total current assets 354,368 486,792
Property, plant and equipment, net 202,752 210,228
Intangible assets, net 51,786 56,150
Other assets 28,359 24,845
--------- ---------
Total assets $ 637,265 $ 778,015
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Loans payable $ 838 $ 1,229
Current portion of long-term debt 722 890
Accounts payable 35,774 48,614
Accrued income taxes payable 6,369 5,082
Accrued expenses and other current liabilities 149,107 161,466
--------- ---------
Total current liabilities 192,810 217,281
Long-term debt, net of current portion 71,079 77,776
Other long-term liabilities 10,348 12,617
Minority interest 9,356 17,133
Put options 20,188 --
Shareholders' equity:
Common stock, $.10 par value, authorized 250,000 shares,
issued and outstanding 107,050 shares (114,835 in 1998) 10,705 11,484
Capital in excess of par value 331,287 453,293
Retained earnings (Accumulated deficit) 24,465 (700)
Accumulated other comprehensive loss (32,973) (10,869)
--------- ---------
Total shareholders' equity 333,484 453,208
--------- ---------
Total liabilities and shareholders' equity $ 637,265 $ 778,015
========= =========
</TABLE>
The accompanying Notes to Condensed Consolidated Financial Statements are
an integral part of these balance sheets.
2
<PAGE> 4
IVAX CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
PERIOD ENDED JUNE 30, THREE MONTHS SIX MONTHS
(In thousands, except per share data) 1999 1998 1999 1998
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
NET REVENUES $ 155,529 $ 154,617 $ 303,957 $ 300,894
COST OF SALES 86,662 94,465 172,500 190,891
--------- --------- --------- ---------
Gross profit 68,867 60,152 131,457 110,003
--------- --------- --------- ---------
OPERATING EXPENSES:
Selling 18,839 19,108 36,271 39,630
General and administrative 20,888 22,053 42,476 40,905
Research and development 13,434 13,347 24,778 27,096
Amortization of intangible assets 540 889 1,149 1,574
Restructuring costs -- -- -- 696
--------- --------- --------- ---------
Total operating expenses 53,701 55,397 104,674 109,901
--------- --------- --------- ---------
Income from operations 15,166 4,755 26,783 102
OTHER INCOME (EXPENSE):
Interest income 1,712 2,687 4,167 4,985
Interest expense (1,320) (1,792) (2,687) (3,539)
Other income, net 444 523 2,565 4,275
--------- --------- --------- ---------
Total other income, net 836 1,418 4,045 5,721
--------- --------- --------- ---------
Income from continuing operations before
income taxes and minority interest 16,002 6,173 30,828 5,823
PROVISION FOR INCOME TAXES 2,394 2,397 6,485 5,027
--------- --------- --------- ---------
Income from continuing operations
before minority interest 13,608 3,776 24,343 796
MINORITY INTEREST (488) (199) (1,506) (880)
--------- --------- --------- ---------
Income (loss) from continuing operations 13,120 3,577 22,837 (84)
INCOME FROM DISCONTINUED OPERATIONS 290 -- 580 --
--------- --------- --------- ---------
Income (loss) before extraordinary item and
cumulative effect of change in accounting principle 13,410 3,577 23,417 (84)
EXTRAORDINARY ITEMS - gain on
extinguishment of debt, net of taxes 85 -- 118 --
--------- --------- --------- ---------
CUMULATIVE EFFECT OF A CHANGE IN
ACCOUNTING PRINCIPLE, net of tax -- -- -- (3,048)
--------- --------- --------- ---------
NET INCOME (LOSS) $ 13,495 $ 3,577 $ 23,535 $ (3,132)
========= ========= ========= =========
BASIC AND DILUTED EARNINGS (LOSS)
PER COMMON SHARE:
Continuing operations $ .12 $ .03 $ .20 $ --
Discontinued Operations -- -- .01 --
Cumulative effect of a change in
accounting principle -- -- -- (0.03)
--------- --------- --------- ---------
Net earnings (loss) $ .12 $ .03 $ .21 $ (0.03)
========= ========= ========= =========
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING:
Basic 108,554 119,863 110,556 120,418
========= ========= ========= =========
Diluted 110,089 120,075 112,117 120,418
========= ========= ========= =========
</TABLE>
The accompanying Notes to Condensed Consolidated Financial Statements are
an integral part of these statements.
3
<PAGE> 5
IVAX CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE 30,
(In thousands) 1999 1998
--------- ---------
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $ 23,535 $ (3,132)
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Restructuring costs -- 696
Depreciation and amortization 12,942 15,675
Deferred tax (benefit) provision (3,024) 948
Provision for allowances for doubtful accounts 2,479 2,821
Gain on extinguishment of debt (182) --
Cumulative effect of a change in accounting principle -- 3,048
Minority interest 1,506 880
Net losses on disposal of assets 402 1,771
Equity in earnings of affiliates 31 --
Income from discontinued operations (580) --
Changes in assets and liabilities:
Decrease in accounts receivable 6,941 6,478
Decrease in inventories 2,758 1,426
Decrease (increase) in other current assets 7,439 (11,766)
Decrease in other assets 251 4,053
Decrease in accounts payable, accrued expenses
and other current liabilities (21,227) (29,210)
(Decrease) increase in other long-term liabilities (1,913) 1,197
Other, net -- (668)
Net cash provided by discontinued operations -- 6,719
--------- ---------
Net cash provided by operating activities 31,358 936
--------- ---------
Cash flows from investing activities:
Proceeds from divestitures 580 3,885
Capital expenditures (16,555) (17,540)
Proceeds from sale of assets 737 15,406
Acquisitions of patents, trademarks, licenses
and other intangibles (418) (12,273)
Acquisitions of businesses and other (4,780) --
Net investing activities of discontinued operations -- (202)
--------- ---------
Net cash used for investing activities (20,436) (10,724)
--------- ---------
Cash flows from financing activities:
Borrowings on long-term debt and loans payable 2,055 645
Payments on long-term debt and loans payable (8,705) (8,929)
Issuance of common stock 6,044 293
Repurchase of common stock (108,640) (14,509)
Net financing activities of discontinued operations -- 11
--------- ---------
Net cash used for financing activities (109,246) (22,489)
--------- ---------
Effect of exchange rate changes on cash (2,712) (4)
--------- ---------
Net decrease in cash and cash equivalents (101,036) (32,281)
Cash and cash equivalents at the beginning of the year 208,593 199,235
--------- ---------
Cash and cash equivalents at the end of the period $ 107,557 $ 166,954
========= =========
Supplemental disclosures:
Interest payments $ 2,555 $ 3,352
========= =========
Income tax payments $ 7,769 $ 8,845
========= =========
</TABLE>
The accompanying Notes to Condensed Consolidated Financial Statements are
an integral part of these statements.
4
<PAGE> 6
IVAX CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(In thousands, except per share data)
(1) GENERAL:
The accompanying unaudited, condensed consolidated financial statements
have been prepared pursuant to the rules and regulations of the Securities and
Exchange Commission and, therefore, do not include all information normally
included in audited financial statements. However, in the opinion of management,
all adjustments (consisting of only normal recurring adjustments) necessary to
present fairly the results of operations, financial position and cash flows have
been made. The results of operations and cash flows for the six months ended
June 30, 1999 are not necessarily indicative of the results of operations or
cash flows which may be reported for the remainder of 1999. 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, 1998.
Certain amounts presented in the condensed consolidated financial
statements for prior periods have been reclassified to conform to the current
period's presentation.
(2) INVENTORIES:
Inventories consisted of the following:
<TABLE>
<CAPTION>
June 30, 1999 December 31, 1998
------------- -----------------
<S> <C> <C>
Raw materials $ 49,426 $ 47,528
Work in process 24,853 27,878
Finished goods 52,298 59,918
-------- --------
$126,577 $135,324
======== ========
</TABLE>
(3) EARNINGS (LOSS) PER SHARE:
A reconciliation of the shares used in calculating basic and diluted
earnings per share is as follows (in thousands):
<TABLE>
<CAPTION>
PERIOD ENDED JUNE 30, THREE MONTHS SIX MONTHS
1999 1998 1999 1998
------- ------- ------- -------
<S> <C> <C> <C> <C>
Basic 108,554 119,863 110,556 120,418
Effect of dilutive securities - stock options 1,535 212 1,561 --
------- ------- ------- -------
Diluted 110,089 120,075 112,117 120,418
======= ======= ======= =======
Not included in the calculation of diluted earnings
per share because their impact is antidilutive:
Stock options 3,061 9,695 3,213 9,695
Convertible debentures 2,174 2,867 2,174 2,867
Put options written 1,500 -- 1,500 --
</TABLE>
5
<PAGE> 7
(4) REVENUES:
Net revenues are comprised of gross revenues less provisions for
expected customer returns, inventory credits, discounts, promotional allowances,
volume rebates, chargebacks and other allowances. These sales provisions totaled
$58,614 and $70,428 for the six months ended June 30, 1999 and 1998,
respectively, and $30,091 and $33,525 for the three months ended June 30, 1999
and 1998, respectively. The reserve balances related to these provisions and
included in "Accounts receivable, net of allowances for doubtful accounts" and
"Accrued expenses and other current liabilities" in the accompanying condensed
consolidated balance sheets are $43,618 and $67,764, respectively, at June 30,
1999, and $44,997 and $73,343, respectively, at December 31, 1998.
(5) ACQUISITIONS:
During the first six months of 1999, IVAX, through its Netherlands
subsidiary IVAX International B.V., purchased additional shares of Galena, a.s.,
its majority-owned subsidiary in the Czech Republic. The total cost of the
shares acquired through open market transactions and a tender offer (initiated
May 19, 1999) during the first six months of 1999 was $4,734. The net book value
underlying the shares purchased was $6,683 resulting in negative goodwill of
$1,949 being recorded in the accompanying condensed consolidated balance sheet
at June 30, 1999. Prior to these purchases, IVAX owned 74% of the outstanding
shares of Galena, a.s. At June 30, 1999, IVAX owned 85% of the outstanding
shares of Galena, a.s.
(6) RESTRUCTURING COSTS:
The components of restructuring costs, spending and other activity, as
well as the remaining reserve balances at June 30, 1999, which are included in
"Accrued expenses and other current liabilities" in the accompanying condensed
consolidated balance sheets, are as follows:
<TABLE>
<CAPTION>
EMPLOYEE
TERMINATION PLANT
BENEFITS CLOSURES TOTAL
----------- -------- --------
<S> <C> <C> <C>
Balance at December 31, 1998 $ 5,774 $ 8,260 $ 14,034
Cash payments during 1999 (2,434) (2,000) (4,434)
Non-cash activity 144 (416) (272)
------- ------- --------
Balance at June 30, 1999 $ 3,484 $ 5,844 $ 9,328
======= ======= ========
</TABLE>
6
<PAGE> 8
(7) DISCONTINUED OPERATIONS:
Results of discontinued operations included in the accompanying
condensed consolidated statements of operations, were as follows:
<TABLE>
<CAPTION>
PERIOD ENDED JUNE 30, THREE MONTHS SIX MONTHS
(In thousands) 1999 1998 1999 1998
---------- -------- ---------- -------
<S> <C> <C> <C> <C>
PERSONAL CARE PRODUCTS
Net revenues $ -- $ 20,300 $ -- $38,900
========== ======== ========== =======
DIVESTITURES (1)
Pre-tax gain on divestitures $ 290 $ -- $ 580 $ --
Income tax provision -- -- -- --
---------- -------- ---------- -------
Net gain on divestitures 290 -- 580 --
---------- -------- ---------- -------
Total income from discontinued operations $ 290 $ -- $ 580 $ --
========== ======== ========== =======
</TABLE>
(1) Represents principal and interest on the note receivable from the 1998
sale of one of the personal care products subsidiaries.
(8) DEBT:
During the first six months of 1999, IVAX repurchased a total of $6,030
face value of 6 1/2% Convertible Subordinated Notes that were scheduled to
mature in November 2001. An extraordinary gain of $118, net of taxes of $64, was
recorded in connection with this repurchase. The outstanding face value of
Convertible Subordinated Notes was $69,036 and $75,066 at June 30, 1999 and
December 31, 1998, respectively.
(9) INCOME TAXES:
The provision 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 for income taxes from continuing operations consists of
the following:
<TABLE>
<CAPTION>
PERIOD ENDED JUNE 30, THREE MONTHS SIX MONTHS
(In thousands) 1999 1998 1999 1998
------- ------ ------- ------
<S> <C> <C> <C> <C>
Current:
United States $ 863 $ -- $ 1,881 $ --
Foreign, including Puerto Rico
and U.S. Virgin Islands 4,659 1,931 7,628 4,079
Deferred (3,128) 466 (3,024) 948
------- ------ ------- ------
Provision for income taxes $ 2,394 $2,397 $ 6,485 $5,027
======= ====== ======= ======
</TABLE>
7
<PAGE> 9
IVAX recognized a $6,485 tax provision for the six months ended June
30, 1999, of which $10,164 relates to foreign operations and includes a
valuation allowance of $4,056 recorded in the second quarter against the UK
deferred tax asset due to continuing losses within the taxing jurisdiction.
Offsetting the impact of the foreign provision was a net credit for domestic
taxes of $3,680 resulting from the reversal, in the second quarter, of $5,500 of
valuation allowances previously recorded against the domestic net deferred tax
asset due to management's determination that the realizability of approximately
$6,000 in domestic deferred tax assets was more likely than not. At June 30,
1999, the domestic net deferred tax asset includes a valuation allowance of
$87,536 or 94% of the deferred tax asset balance. The decrease in the effective
income tax rate for the three months ended June 30, 1999 compared to the same
period of the prior year is primarily due to IVAX not recording the income tax
benefit of domestic losses in 1998.
As of June 30, 1999, a domestic net deferred tax asset of $6,022 and a
foreign net deferred tax asset of $15,169 are included in "Other current
assets", "Other assets" and "Other long-term liabilities" in the accompanying
condensed consolidated balance sheet. Realization of the net domestic and
foreign deferred tax assets is dependent upon generating sufficient future
domestic and foreign taxable income. Although realization is not assured,
management believes it is more likely than not that the net deferred tax assets
will be realized.
(10) SHAREHOLDERS' EQUITY:
IVAX's Board of Directors approved increases of 5,000 and 1,500 shares
on April 13, 1999 and June 17, 1999, respectively, in the share repurchase
program authorizing IVAX to repurchase up to a total of 19,000 shares of IVAX
common stock. From January 1, 1999 through June 30, 1999, IVAX repurchased 8,465
shares of common stock at a total cost, including commissions, of $110,692.
Cumulatively through June 30, 1999, IVAX repurchased 15,546 shares of common
stock at a total cost, including commissions, of $176,624.
During the second quarter of 1999, IVAX issued 1,500 free-standing put
options for IVAX common stock in connection with its Share Repurchase Program,
as approved by the Board of Directors. These put options bear strike prices
ranging from $13.44 to $13.50, will mature between March 2000 and June 2000, and
generated premiums totaling $2,079 which were credited to Capital in excess of
par value in the accompanying condensed consolidated balance sheet at June 30,
1999. In the event the put options are exercised, IVAX may elect to settle by
one of three methods: physical settlement by payment in exchange for IVAX
shares, net cash settlement or net share settlement. The maximum potential
repurchase obligation of $20,188 for physical settlement has been reclassified
from Capital in excess of par value into a temporary equity account - "Put
options" in the accompanying condensed consolidated balance sheet at June 30,
1999. In the event the put options expire unexercised, the obligation associated
with these instruments will be extinguished. At June 30, 1999, the market value
of IVAX's common stock exceeded the strike prices of the put options.
On February 26, 1999, IVAX's Board of Directors approved an increase to
8,000 shares of IVAX common stock that may be issued under the 1997 Employee
Stock Option Plan.
On June 17, 1999, the 1999 Employee Stock Purchase Plan was approved at
the Annual Meeting of Shareholders. The Board of Directors also approved the
purchase of common stock in the open market as needed, for the 1999 Employee
Stock Purchase Plan.
8
<PAGE> 10
Effective June 29, 1999, the Board of Directors of IVAX Diagnostics,
Inc. approved the IVAX Diagnostics, Inc. 1999 Stock Option Plan. The plan
permits the issuance of options to employees, non-employee directors and
consultants of IVAX Diagnostics to purchase up to 1,460 shares of the 14,600
authorized shares of IVAX Diagnostics, Inc. Under the plan, "Value per share"
prior to an Initial Public Offering ("IPO") means net book value per share
adjusted for any capital contributions by IVAX and assuming full dilution by
options granted, and after an IPO, fair market value. Options cannot be
exercised within the first four years of the plan unless an IPO has been
consummated, except on termination of employment other than for cause. If
employment terminates other than for cause after June 28, 2001 but before June
29, 2003, the options convert to the right to receive cash equal to the excess
of Value per share over the exercise price per share. If an IPO has not been
consummated by June 29, 2003, the options convert to the right to receive cash
equal to the excess of Value per share over the exercise price per share. If,
prior to the consummation of an IPO, there is a change in control, as defined in
the plan, options granted become fully vested and exercisable prior to the
change in control and, to the extent not exercised, terminate on consummation of
the transaction. On June 29, 1999, non-qualified options for 796 shares of
common stock were granted with an exercise price of $1 per share, a vesting
schedule of 50% at the end of year 2 and 25% at the end of years 3 and 4 and an
expiration date of June 28, 2006. Options granted under the plan will be
recorded using variable accounting.
(11) COMPREHENSIVE INCOME:
The components of IVAX's comprehensive income are as follows:
<TABLE>
<CAPTION>
PERIOD ENDED JUNE 30, THREE MONTHS SIX MONTHS
(In thousands) 1999 1998 1999 1998
-------- ------- -------- -------
<S> <C> <C> <C> <C>
Net income (loss) $ 13,495 $ 3,577 $ 23,535 $(3,132)
Unrealized gains (losses) on marketable
securities, net of taxes 67 (59) 25 (24)
Foreign currency translation adjustments (4,462) 1,230 (22,128) 5,240
-------- ------- -------- -------
Comprehensive income $ 9,100 $ 4,748 $ 1,432 $ 2,084
======== ======= ======== =======
</TABLE>
(12) BUSINESS SEGMENT INFORMATION:
Other revenues included in "Net revenues" in the accompanying condensed
consolidated statements of operations consist of license fees and royalties
totaling $23,709 and $20,082 for the six months ended June 30, 1999 and 1998,
respectively. Settlement proceeds from patent litigation with Abbott
Laboratories in the amount of $12 million and $6 million are included in other
revenues during the first six months of 1999 and 1998, respectively. See Note
14, Commitments and Contingencies in IVAX's Annual Report on Form 10-K for the
year ended December 31, 1998.
(13) LEGAL PROCEEDINGS:
During the second quarter of 1999, IVAX received $3.2 million in
settlement of a patent infringement lawsuit, which is included as a reduction of
"General and administrative expenses" in the accompanying condensed consolidated
statement of operations.
9
<PAGE> 11
(14) RECENTLY ISSUED ACCOUNTING STANDARDS:
IVAX is required to adopt SFAS No.133, ACCOUNTING FOR DERIVATIVE
INSTRUMENTS AND HEDGING ACTIVITIES. SFAS No. 137, ACCOUNTING FOR DERIVATIVE
INSTRUMENTS AND HEDGING ACTIVITIES - DEFERRAL OF THE EFFECTIVE DATE OF FASB
STATEMENT NO. 133, amends the effective date of SFAS No. 133 to all fiscal
quarters beginning after June 15, 2000. SFAS No. 133 establishes accounting and
reporting standards for derivative instruments, including certain derivative
instruments embedded in other contracts, and for hedging activities. It requires
that an entity shall recognize all derivatives as either assets or liabilities
in the balance sheet and measure those instruments at fair value. Management
believes that the adoption of SFAS No. 133 will not have a material impact on
IVAX's consolidated financial statements.
(15) SUBSEQUENT EVENTS:
Between July 1, 1999 and July 31, 1999, IVAX repurchased 601 shares of
IVAX common stock at a total cost, including commissions, of $9,319.
Cumulatively, IVAX has repurchased 16,147 shares of IVAX common stock at a total
cost, including commissions, of $185,943 under the share repurchase program
described in Note 9, Shareholders' Equity.
On July 9, 1999, the United States District Court for the Southern
District of Florida dismissed with prejudice the securities class action lawsuit
originally filed in November 1996 against IVAX and certain of its current and
former officers and directors.
On July 13, 1999, Walgreen Co. filed an action in the United States
District Court for the Southern District of Florida against Abbott Laboratories,
Geneva Pharmaceuticals and Zenith Goldline Pharmaceuticals, IVAX's domestic
pharmaceutical subsidiary, alleging a violation of Section 1 of the Sherman
Antitrust Act. Plaintiff alleges that, by settling patent-related litigation
against Abbott in exchange for quarterly payments, the defendants engaged in an
unlawful restraint of trade. The complaint seeks unspecified treble damages and
injunctive relief.
On July 27, 1999, the United States District Court of Appeals for the
Eleventh Circuit affirmed the dismissal of a securities class action lawsuit
originally filed in 1997 against IVAX, its chairman and its former chief
financial officer.
During July, 1999, IVAX's subsidiary Norton Healthcare Limited, based
in the United Kingdom prevailed in an appeal to the European Patent Office (EPO)
against Minnesota Mining & Manufacturing Company (3M) challenging 3M's patent
for HFA aerosol formulations of asthma drugs. The EPO rejected 3M's patent for
the HFA aerosol formulation for lack of novelty. This ruling applies to 13
countries in Western Europe.
On August 11, 1999, IVAX's Board of Directors approved an increase of
$15,000, in addition to previous authorizations, of 6 1/2% Convertible
Subordinated Notes that may be repurchased and IVAX repurchased $24,500 face
value of these Notes.
10
<PAGE> 12
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, 1998 and the condensed consolidated
financial statements and the related notes to condensed consolidated financial
statements included in Item 1 of this Quarterly Report. 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.
Certain prior period amounts presented herein have been reclassified to
conform to the current period's presentation.
RESULTS OF OPERATIONS
SIX MONTHS ENDED JUNE 30, 1999 COMPARED TO THE SIX MONTHS ENDED JUNE 30, 1998
Net income was $23.5 million for the six months ended June 30, 1999,
compared to a net loss of $3.1 million for the six months ended June 30, 1998.
Income from continuing operations for the six months ended June 30, 1999 was
$22.8 million, compared to breakeven results for the same period of the prior
year. Income from discontinued operations was $.6 million for the six months
ended June 30, 1999 compared to breakeven results for the same period of the
prior year. Results for the six months ended June 30, 1998 included a $3.0
million charge resulting from the write-off of start-up costs previously
capitalized, reflected as a cumulative effect of a change in accounting
principle.
Net income per common share was $.21 for the six months ended June 30,
1999 compared to a net loss per share of $.03 for the same period of the prior
year. Income per common share from continuing operations was $.20 for the six
months ended June 30, 1999 compared to break-even results for the same period in
the prior year. The cumulative effect of a change in accounting principle
resulted in a $.03 loss per share in 1998.
NET REVENUES AND GROSS PROFIT
Net revenues for the first half of 1999 totaled $304.0 million, an
increase of $3.1 million, or 1%, from the $300.9 million reported in the same
period of the prior year. Net revenues from IVAX's domestic operations increased
by $10.4 million while revenues from IVAX's international operations decreased
by $7.3 million.
Domestic net revenues totaled $148.5 million for the first six months
of 1999, compared to $138.1 million for the same period of 1998. The $10.4
million, or 7.5%, increase in domestic net revenues was primarily attributable
to increased sales volume and lower sales returns and allowances offset by lower
sales prices of certain generic pharmaceutical products. IVAX's domestic
operations recorded provisions for sales returns and allowances which reduced
gross sales by $43.6 million and
11
<PAGE> 13
$60.8 million during the first six months of 1999 and 1998, respectively. In
addition, IVAX received $12.0 million and $6.0 million in the first six months
of 1999 and 1998, respectively, from the settlement of litigation with Abbott
Laboratories ("Abbott") concerning patents for terazosin hydrochloride, the
generic equivalent of Abbott's Hytrin(R). Under the settlement, IVAX expects to
receive $6.0 million quarterly until the earlier of February 2000 or the market
introduction of a generic version of terazosin hydrochloride.
IVAX's international operations generated net revenues of $155.5
million in the first six months of 1999, compared to $162.8 million for the same
period of the prior year. The $7.3 million, or 4.5%, decrease in international
net revenues was primarily due to decreased net sales at IVAX's United Kingdom
subsidiary offset by increased net sales in Europe and the Middle East from
IVAX's Czech Republic subsidiary. IVAX's international operations recorded
provisions for sales returns and allowances which reduced gross sales by $15.1
million and $9.7 million during the first six months of 1999 and 1998,
respectively.
Gross profit for the first half of 1999 increased $21.5 million, or
19.5%, from the same period of the prior year. Gross profit was $131.5 million
(43.2% of net revenues) for the first half of 1999, compared to $110.0 million
(36.6% of net revenues) for the first half of 1998. The increase in gross profit
percentage is primarily attributable to lower cost of sales due to reduced raw
material costs, lower sales returns and allowances, and increased revenues
associated with the Abbott settlement at IVAX's United States generic
pharmaceutical operations.
OPERATING EXPENSES
Selling expenses totaled $36.3 million (11.9% of net revenues) for the
first six months of 1999, compared to $39.6 million (13.2% of net revenues) for
the first six months of 1998. The decrease of $3.3 million was primarily
attributable to reduced sales force and promotional costs at IVAX's
international operations.
General and administrative expenses totaled $42.5 million (14.0% of net
revenues) for the first six months of 1999, compared to $40.9 million (13.6% of
net revenues) for the first six months of 1998, an increase of $1.6 million. The
increase is primarily attributable to higher legal fees at domestic operations,
higher bad debt provisions at IVAX's Asian operations and increased accruals for
incentive compensation offset by lower executive severance payments at Corporate
headquarters and $3.2 million received in settlement of a patent infringement
lawsuit.
Research and development expenses for the first six months of 1999
decreased $2.3 million, or 8.6%, compared to the first half of 1998, to a total
of $24.8 million (8.6% 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.
OTHER INCOME (EXPENSE)
Interest income decreased $.8 million for the six months ended June 30,
1999, as compared to the six months ended June 30, 1998. Lower levels of cash on
hand due primarily to the repurchase of common stock outstanding accounted for
the decrease in interest income.
12
<PAGE> 14
Interest expense decreased $.8 million for the six months ended June
30, 1999, as compared to the six months ended June 30, 1998, primarily due to
the retirement of IVAX's 6 1/2% Convertible Subordinated Notes in the amount of
$16.0 million during the second half of 1998 and $6.0 million during the first
six months of 1999.
THREE MONTHS ENDED JUNE 30, 1999 COMPARED TO THE THREE MONTHS ENDED JUNE 30,
1998
Net income for the three months ended June 30, 1999 was $13.5 million
compared to $3.6 million for the same period in 1998. Income from continuing
operations was $13.1 million for the three months ended June 30, 1999, compared
to $3.6 million for the same period in 1998.
Net income per share was $.12 for the three months ended June 30, 1999,
compared to $.03 for the same period in the prior year.
NET REVENUES AND GROSS PROFIT
Net revenues for the three months ended June 30, 1999, totaled $155.5
million, an increase of $.9 million, or 1%, from the $154.6 million reported in
the same period of the prior year. This increase consists of an increase of
$10.4 million in net revenues from IVAX's domestic operations, partially offset
by a decrease of $9.4 million in net revenues from IVAX's international
operations.
Domestic net revenues totaled $76.7 million for the three months ended
June 30, 1999, compared to $66.3 million for the same period of the prior year.
The $10.4 million, or 15.7%, increase was primarily attributable to increased
sales volume, lower sales returns and allowances and other revenues recognized
from the settlement of litigation with Abbott offset by lower sales prices of
certain generic pharmaceutical products. IVAX's domestic operations recorded
provisions for sales returns and allowances which reduced gross sales by $20.9
million and $28.1 million during the three months ended June 30, 1999 and 1998,
respectively.
IVAX's international operations generated net revenues of $78.8 million
for the three months ended June 30, 1999, compared to $88.3 million for the same
period of the prior year. The $9.5 million decrease in international net
revenues was primarily due to decreased net sales at IVAX's United Kingdom
subsidiary offset by increased sales from IVAX's Czech Republic subsidiary.
IVAX's international operations recorded provisions for sales returns and
allowances which reduced gross sales by $9.2 million and $5.5 million during the
three months ended June 30, 1999 and 1998, respectively.
Gross profit for the three months ended June 30, 1999 increased $8.7
million, or 14.5%, compared to the same period in 1998. Gross profit was $68.9
million (44.3% of net revenues) for the 1999 period, compared to $60.2 million
(38.9% of net revenues) for the 1998 period. The improvement in gross profit
percentage was primarily the result of lower cost of sales due to reduced raw
material costs, lower sales returns and allowances, and increased revenues
associated with the Abbott settlement at IVAX's United States generic
pharmaceutical operations.
OPERATING EXPENSES
Selling expenses totaled $18.8 million (12.1% of net revenues) for the
three months ended June 30, 1999, a decrease of $.3 million, from $19.1 million
(12.4% of net revenues) for the same
13
<PAGE> 15
period of 1998. The decrease was primarily attributable to reduced sales force
and promotional costs at IVAX's international operations.
General and administrative expenses totaled $20.9 million (13.4% of net
revenues) for the three months ended June 30, 1999, compared to $22.1 million
(14.3% of net revenues) for the same period of 1998, a decrease of $1.2 million.
The decrease is due primarily to lower executive severance payments at Corporate
headquarters and $3.2 million received in settlement of a patent infringement
lawsuit offset by higher legal fees at domestic operations, higher bad debt
provisions at IVAX's Asian operations and increased accruals for incentive
compensation.
Research and development expenses for the three months ended June 30,
1999 increased $.1 million, or .8%, compared to the same period of the prior
year, to a total of $13.4 million (8.6% of net revenues).
OTHER INCOME (EXPENSE)
Interest income decreased $1.0 million for the three months ended June
30, 1999, as compared to the three months ended June 30, 1998, due to lower
levels of cash on hand. Interest expense decreased $.5 million for the three
months ended June 30, 1999, compared to the same period of the prior year,
primarily due to the retirement of IVAX's 6 1/2% Convertible Subordinated Notes
in the amount of $16.0 million during the second half of 1998 and $6.0 million
during the first six months of 1999.
DISCONTINUED OPERATIONS
Income from discontinued operations for the three and six months ended
June 30, 1999 represents collection of principal and interest on a note
receivable from the 1998 sale of one of the personal care products subsidiaries.
Results of operations for the six months ended June 30, 1998 includes the
personal care products business and the vacuum pump fluids segment of the
specialty chemicals business through its sale in February 1998. See Note 5,
Divestitures, in IVAX's Annual Report on Form 10-K for the year ended December
31, 1998.
CURRENCY FLUCTUATIONS
For the three and six months ended June 30, 1999, approximately 51% of
IVAX's net revenues were attributable to operations which principally generated
revenues in currencies other than the United States dollar, compared to
approximately 54% and 57% for the three and six months ended June 30, 1998,
respectively. 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 for the three and six months ended June 30, 1999 decreased by
approximately $2.6 million and $2.1 million, respectively, as compared to the
same periods of the prior year.
INCOME TAXES
IVAX recognized a $6.5 million tax provision for the six months ended
June 30, 1999, of which $10.2 million relates to foreign operations and includes
a valuation allowance of $4.0 million recorded in the second quarter against the
UK deferred tax asset due to continuing losses within the
14
<PAGE> 16
taxing jurisdiction. Offsetting the impact of the foreign provision was a net
credit for domestic taxes of $3.7 million resulting from the reversal, in the
second quarter, of $5.5 million of valuation allowances previously recorded
against the domestic net deferred tax asset. As of June 30, 1999, the domestic
net deferred tax asset includes a valuation allowance of $87.5 million, or 94%,
of the deferred tax asset balance. The decrease in the effective income tax rate
for the three months ended June 30, 1999 compared to the same period of the
prior year is primarily due to IVAX not recording the income tax benefit of
domestic losses in 1998.
As of June 30, 1999, IVAX had domestic and foreign net deferred tax
assets of $6.0 million and $15.2 million, respectively. Realization of the net
deferred tax assets is dependent upon generating sufficient future taxable
income. Although realization is not assured, management believes it is more
likely than not that the net deferred tax assets 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, 1998.
YEAR 2000 UPDATE
IVAX believes that its global Year 2000 project is proceeding on
schedule. The project is addressing the issue of certain computer programs and
embedded chips being unable to distinguish between the years 1900 and 2000. The
project addresses risks related to information technology ("IT") systems, such
as computer equipment and software, as well as non-IT systems, such as
communication systems, alarm and security systems, manufacturing and
distribution equipment and control systems, and laboratory testing and
environmental control equipment and systems.
STATUS
IVAX initiated its Year 2000 project in 1997 and engaged an independent
consulting company to assist in coordinating its Year 2000 project. The initial
inventory, assessment and prioritization and planning phases were completed by
January 1998 and remediation and testing phases for both IT and non-IT systems
are well underway. Utilizing internal and external resources to complete the
remediation and testing of internal systems, IVAX anticipates that such efforts
will be completed by mid-1999. IVAX has determined that a portion of its
operating systems and equipment require modification or replacement to ensure
that they will be Year 2000 compliant and has accelerated the implementation of
new IT systems at two subsidiaries due to the Year 2000 issue. Implementation of
the new IT systems is expected to mediate the majority of the internal Year 2000
IT issues at these subsidiaries. None of IVAX's other IT projects have been
materially delayed or impacted due to the implementation of the Year 2000
Project.
IVAX initiated efforts in 1998 to determine the extent to which it may
be impacted by Year 2000 issues of third parties, including suppliers,
customers, service providers and certain agencies and regulatory organizations.
Substantially all major third parties have been contacted and follow-up
activities are planned where responses have not been received or risks have been
identified.
15
<PAGE> 17
COSTS
The estimated total cost of the Year 2000 project, excluding the direct
costs of internal employees working on the project, is $13.0 million. As of June
30, 1999, IVAX had incurred costs of approximately $10.7 million related to this
project, including the cost to implement the new IT systems. These costs are
being expensed as incurred except for the costs of new IT systems, which are
being capitalized. The internal direct costs associated with IVAX employees
working on the Year 2000 project cannot be quantified. The project is being
funded by cash on hand and from internally generated funds, which IVAX expects
to be adequate to complete the project.
RISKS
The failure to correct a material Year 2000 problem could result in an
interruption in, or failure of, certain normal business activities or
operations. Such failures could materially and adversely affect IVAX's results
of operations, liquidity and financial condition. Due to the general uncertainty
inherent in the Year 2000 problem, resulting in part from the uncertainty of the
Year 2000 readiness of third parties, IVAX is unable to determine at this time
whether the consequences of Year 2000 failures will have a material impact on
IVAX's results of operations, liquidity or financial condition. The Year 2000
project is expected to significantly reduce IVAX's level of uncertainty about
Year 2000 problems, including the Year 2000 compliance and readiness of its
material third parties. IVAX believes that completion of the project as
scheduled will reduce the possibility of significant interruptions of normal
operations.
In the first quarter of 1999, IVAX started the process of identifying
the most reasonably likely worst-case scenario associated with each of its
mission-critical processes, and developing a contingency plan for dealing with
each such scenario. IVAX completed the identification of such processes and
scenarios as of June 30, 1999, and plans to develop preliminary contingency
plans and review and test the preliminary plans throughout the remainder of
1999. IVAX anticipates that any necessary contingency plans will be finalized by
December 31, 1999. Contingency planning will include increasing inventory levels
and maintaining backup lines of communications with our customers. Such plans,
however, will not guarantee that no material adverse effects will occur.
IVAX currently believes that the most reasonably likely worst case
scenario concerning the Year 2000 involves potential business disruption among
the third parties with whom it conducts significant business. If a number of
these third parties (including, in particular, wholesalers, managed care
organizations and clinical researchers) experience business disruption due to a
Year 2000 computer problem, IVAX's results of operations and cash flows could be
materially adversely affected.
The costs of IVAX's Year 2000 project and the dates on which IVAX
believes it will complete the various phases of this project are based upon
management's best estimates, which were derived using numerous assumptions
regarding future events, including the continued availability of certain
resources, third-party remediation plans and other factors. There can be no
assurance that these estimates will prove to be accurate, and actual results
could differ materially from those currently anticipated. Specific factors that
could cause such material differences include, but are not limited to, the
availability and cost of personnel trained in Year 2000 issues, the ability to
identify, assess, remediate and test all relevant computer code and embedded
technology, the performance of new systems and equipment, the reduction of
productivity pending completion of employee training and similar uncertainties.
16
<PAGE> 18
LIQUIDITY AND CAPITAL RESOURCES
At June 30, 1999, IVAX's working capital was $161.6 million compared to
$269.5 million at December 31, 1998. Cash and cash equivalents totaled $107.6
million at June 30, 1999, as compared to $208.6 million at December 31, 1998 and
$167.0 million at June 30, 1998.
Net cash of $31.4 million was provided by operating activities during
the first six months of 1999, compared to $.9 million during the same period of
the prior year. The increase in cash provided by operating activities, as
compared to the first six months of 1998, was primarily the result of improved
operating earnings, collection of royalty and milestone payments related to
sales of Elmiron and reductions in accounts payable payments.
Net cash of $20.4 million was used for investing activities during the
first six months of 1999, as compared to $10.7 million used during the same
period of the prior year. The increase was primarily attributable to $4.7
million paid for the acquisition of additional common stock of the Czech
Republic subsidiary increasing IVAX's ownership from 74% to 85%. These shares
were purchased primarily under a tender offer for all outstanding shares of the
Czech Republic subsidiary initiated May 19, 1999 and expiring July 19, 1999.
IVAX may purchase additional shares of the Czech Republic subsidiary as they
become available. In addition, during the first six months of 1998, the sale of
the vacuum pump fluids business for $3.9 million and the sale of the Kirkland,
Canada and the Syosset, New York pharmaceutical manufacturing facilities for a
total of $13.3 million offset the impact of $9.9 million paid 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.
Net cash of $109.2 million was used for financing activities during the
first six months of 1999, compared to $22.5 million during the same period of
the prior year, primarily reflecting increased repurchases of common stock
during the first half of 1999 compared to 1998. On April 13, 1999 and June 17,
1999, IVAX's Board of Directors approved increases in the share repurchase
program authorizing IVAX to repurchase an additional 5.0 million and 1.5 million
shares, respectively, of IVAX's common stock to supplement the 12.5 million
shares authorized in prior years. As of June 30, 1999, approximately 15.5
million shares have been repurchased and 3.5 million shares remained authorized
for repurchase. In connection with the share repurchase program, in the second
quarter of 1999, IVAX received $2.1 million in premiums on the issuance of 1.5
million free-standing put options for IVAX common stock. In the event that the
put options are exercised, the maximum repurchase obligation would be $20.2
million. See Note 10, Shareholders' Equity in the notes to condensed
consolidated financial statements included in Item 1 of this Quarterly Report.
Proceeds from the exercise of stock options totaled $6.0 million and $.3 million
during the first six months of 1999 and 1998, respectively. During the first six
months of 1999, IVAX repurchased $6.0 million face value of 6 1/2% Convertible
Subordinated Notes due November 2001. On August 11, 1999, IVAX's Board of
Directors approved an increase of $15.0 million, in addition to previous
authorizations, of 6 1/2% Convertible Subordinated Notes that may be repurchased
and IVAX repurchased $24.5 million face value of these Notes. After the August
11, 1999 increase in authorization and repurchases, approximately $4.5 million
of 6 1/2% Convertible Subordinated Notes remained authorized for repurchase.
During the first quarter of 1998, IVAX retired $6.7 million of industrial
revenue bonds that were due in 2008.
IVAX plans to spend substantial amounts of capital in 1999 to continue
the research and development of pharmaceutical products. Although research and
development expenditures are
17
<PAGE> 19
expected to be between $55 million and $65 million during 1999, 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 $45
million and $50 million in 1999 to improve and expand its pharmaceutical and
other related facilities, of which $16.5 million has been spent during the first
half of the year.
IVAX's principal sources of short term liquidity are existing cash and
internally generated funds, 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 internally generated funds, which are
anticipated to be derived primarily from the sale of existing pharmaceutical
products and pharmaceutical products currently under development. 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, the
remaining balance of 6 1/2% Convertible Subordinated Notes are scheduled to
mature in November 2001. To the extent that capital requirements exceed
available capital or that IVAX is required to refinance these 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.
18
<PAGE> 20
ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
IVAX does not believe that it has material exposure to market rate
risk. IVAX's only material debt obligation relates to the 6 1/2% Convertible
Subordinated Notes, which bear a fixed rate of interest. As noted above, IVAX
may, however, require additional financing to fund future obligations and no
assurance can be given that the terms of future sources of financing will not
expose IVAX to material market rate risk. IVAX does from time to time manage
exposures that arise in the normal course of business related to fluctuations in
foreign currency rates by entering into foreign exchange contracts. IVAX enters
into these contracts with counterparties that it believes to be creditworthy and
does not enter into any leveraged derivative transactions. IVAX does not believe
that it has material market rate risk associated with its foreign exchange
forward contracts due to the short term nature of the contracts and the notional
amounts outstanding. Information about IVAX's market sensitive instruments
constitutes a "forward looking statement".
19
<PAGE> 21
PART II - OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS
See Note 15 to Financial Statements for information regarding
developments occurring after the end of the reporting period.
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
IVAX's annual meeting of shareholders was held on June 17, 1999. The
following is a summary of the matters voted on at that meeting:
(a) The shareholders elected the entire Board of Directors. The persons
elected to IVAX's Board of Directors and the number of votes cast for and
withheld for each nominee for director were as follows:
DIRECTOR FOR WITHHELD
-------- ---------- ---------
Mark Andrews 94,332,443 2,415,474
Ernst Biekert, Ph.D 94,303,979 2,443,938
Charles M. Fernandez 94,347,473 2,400,444
Jack Fishman, Ph.D 94,332,832 2,415,085
Neil Flanzraich 94,354,929 2,392,988
Phillip Frost, M.D 94,309,572 2,438,345
Jane Hsiao, Ph.D 94,327,623 2,420,294
Isaac Kaye 94,326,741 2,421,176
(b) The shareholders approved IVAX's 1999 Employee Stock Purchase Plan.
The number of votes cast for, against, abstained and broker non-votes for the
1999 Employee Stock Purchase Plan were as follows:
FOR AGAINST ABSTAIN BROKER NON-VOTES
--- ------- ------- ----------------
68,795,326 2,371,904 333,861 25,246,826
20
<PAGE> 22
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
EXHIBIT
NUMBER DESCRIPTION METHOD OF FILING
------- ----------- ----------------
27 Financial Data Schedule Filed herewith.
(b) REPORTS ON FORM 8-K
On May 26, 1999, the registrant filed a report under Item 5 - Other
Events on Form 8-K reporting a tender offer made by IVAX's Netherlands
subsidiary, IVAX International B.V., for all remaining shares that it did not
own (22.7%) of its majority-owned subsidiary, Galena, a.s. in the Czech
Republic.
21
<PAGE> 23
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: August 13, 1999 By: /s/ Thomas Beier
--------------- ------------------------------
Thomas Beier
Senior Vice President-Finance
Chief Financial Officer
22
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM IVAX
CORPORATION'S FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1999 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
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<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1999
<PERIOD-END> JUN-30-1999
<CASH> 107,557
<SECURITIES> 0
<RECEIVABLES> 116,946
<ALLOWANCES> 21,684
<INVENTORY> 126,577
<CURRENT-ASSETS> 354,368
<PP&E> 357,072
<DEPRECIATION> 154,320
<TOTAL-ASSETS> 637,265
<CURRENT-LIABILITIES> 192,810
<BONDS> 71,079
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<SALES> 303,957
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<CGS> 172,500
<TOTAL-COSTS> 172,500
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