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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, 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
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(Address of principal executive offices) (Zip Code)
(305) 575-6000
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(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
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Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
108,760,512 SHARES OF COMMON STOCK, $.10 PAR VALUE, OUTSTANDING
AS OF APRIL 30, 1999.
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IVAX CORPORATION
INDEX
<TABLE>
<CAPTION>
PART I - FINANCIAL INFORMATION PAGE NO.
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<S> <C>
Item 1 - Financial Statements
Condensed Consolidated Balance Sheets as of March 31, 1999
and December 31, 1998 2
Condensed Consolidated Statements of Operations
for the three months ended March 31, 1999 and 1998 3
Condensed Consolidated Statements of Cash Flows
for the three months ended March 31, 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 9
Item 3 - Quantitative and Qualitative Disclosures About Market Risk 16
PART II - OTHER INFORMATION
Item 6 - Exhibits and Reports on Form 8-K 17
</TABLE>
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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,
1999 1998
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ASSETS
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 149,382 $ 208,593
Accounts receivable, net 101,598 109,732
Inventories 130,747 135,324
Other current assets 22,077 33,143
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Total current assets 403,804 486,792
Property, plant and equipment, net 203,250 210,228
Intangible assets, net 53,518 56,150
Other assets 23,858 24,845
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Total assets $ 684,430 $ 778,015
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LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Loans payable $ 1,064 $ 1,229
Current portion of long-term debt 754 890
Accounts payable 45,619 48,614
Accrued income taxes payable 6,023 5,082
Accrued expenses and other current liabilities 146,783 161,466
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Total current liabilities 200,243 217,281
Long-term debt, net of current portion 76,193 77,776
Other long-term liabilities 9,238 12,617
Minority interest 12,989 17,133
Shareholders' equity:
Common stock, $.10 par value, authorized 250,000 shares,
issued and outstanding 110,326 shares (114,835 in 1998) 11,033 11,484
Capital in excess of par value 393,971 453,293
Retained earnings (Accumulated deficit) 9,340 (700)
Accumulated other comprehensive loss (28,577) (10,869)
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Total shareholders' equity 385,767 453,208
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Total liabilities and shareholders' equity $ 684,430 $ 778,015
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</TABLE>
The Accompanying Notes to Condensed Consolidated Financial Statements are an
integral part of these balance sheets.
2
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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) 1999 1998
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<S> <C> <C>
NET REVENUES $ 148,428 $ 146,277
COST OF SALES 85,838 96,426
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Gross profit 62,590 49,851
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OPERATING EXPENSES:
Selling 17,432 20,522
General and administrative 21,588 18,852
Research and development 11,344 13,749
Amortization of intangible assets 609 685
Restructuring costs -- 696
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Total operating expenses 50,973 54,504
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Income (loss) from operations 11,617 (4,653)
OTHER INCOME (EXPENSE):
Interest income 2,455 2,298
Interest expense (1,367) (1,747)
Other income, net 2,121 3,752
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Total other income, net 3,209 4,303
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Income (loss) from continuing operations
before income taxes and minority interest 14,826 (350)
PROVISION FOR INCOME TAXES 4,091 2,630
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Income (loss) from continuing operations
before minority interest 10,735 (2,980)
MINORITY INTEREST (1,018) (681)
-------------- -------------
Income (loss) from continuing operations 9,717 (3,661)
INCOME FROM DISCONTINUED OPERATIONS 290 -
--------------- -------------
Income (loss) before extraordinary item and
cumulative effect of a change in accounting principle 10,007 (3,661)
EXTRAORDINARY ITEM - Gain on
extinguishment of debt, net of taxes 33 -
CUMULATIVE EFFECT OF A CHANGE IN
ACCOUNTING PRINCIPLE, net of taxes - (3,048)
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NET INCOME (LOSS) $ 10,040 $ (6,709)
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BASIC AND DILUTED EARNINGS (LOSS) PER COMMON SHARE:
Continuing operations $ 0.09 $ (0.03)
Cumulative effect of a change in accounting principle - (0.03)
------------- --------------
Net earnings (loss) $ 0.09 $ (0.06)
============= =============
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING:
Basic 112,581 120,979
============= =============
Diluted 114,166 120,979
============= =============
</TABLE>
The Accompanying Notes to Condensed Consolidated Financial Statements are an
integral part of these statements.
3
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IVAX CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31, 1999 1998
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<S> <C> <C>
(In thousands)
Cash flows from operating activities:
Net Income (loss) $ 10,040 $ (6,709)
Adjustments to reconcile net income (loss) to net cash
provided by (used for) operating activities:
Restructuring costs - 696
Depreciation and amortization 6,282 7,511
Deferred tax provision 104 482
Provision for allowances for doubtful accounts 863 1,266
Gains on extinguishment of debt (51) -
Cumulative effect of a change in accounting principle - 3,048
Minority interest 1,018 681
Net (gains) losses on disposal of assets (70) 1,754
Equity in earnings of affiliates (300) (406)
Income from discontinued operations (290) -
Changes in assets and liabilities:
Decrease in accounts receivable 3,025 1,816
(Increase) decrease in inventories (667) 1,292
Decrease (increase) in other current assets 9,812 (433)
Increase in other assets (166) (1,029)
Decrease in accounts payable, accrued expenses
and other current liabilities (14,111) (20,795)
(Decrease) increase in other long-term liabilities (1,369) 1,045
Other, net (1,204) 6
Net cash used for operating activities
of discontinued operations - (1,047)
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Net cash provided by (used for) operating activities 12,916 (10,822)
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Cash flows from investing activities:
Proceeds from divestitures 290 3,885
Capital expenditures (7,736) (4,543)
Proceeds from sale of assets 400 1,802
Acquisitions of patents, trademarks, licenses
and other intangibles (175) (6,431)
Acquisition of businesses and other (1,174) -
Net investing activities of discontinued operations - (42)
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Net cash used for investing activities (8,395) (5,329)
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Cash flows from financing activities:
Borrowings on long-term debt and loans payable 1,453 416
Payments on long-term debt and loans payable (2,956) (7,928)
Issuance of common stock 3 4
Repurchases of common stock (59,775) (14,509)
Net financing activities of discontinued operations - 11
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Net cash used for financing activities (61,275) (22,006)
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Effect of exchange rate changes on cash (2,457) 486
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Net decrease in cash and cash equivalents (59,211) (37,671)
Cash and cash equivalents at the beginning of the year 208,593 199,235
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Cash and cash equivalents at the end of the period $ 149,382 $ 161,564
============= =============
Supplemental disclosures:
Interest paid $ 75 $ 233
============= =============
Income tax payments, net $ 2,481 $ 1,581
============= =============
</TABLE>
The Accompanying Notes to Condensed Consolidated Financial Statements are an
integral part of these statements.
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IVAX CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(In thousands, except per 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,
1999, and the results of its operations for the three months ended March 31,
1999 and 1998. The results of operations and cash flows for the three months
ended March 31, 1999 are not necessarily indicative of the results of
operations or cash flows which may be reported for the remainder of 1999.
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, 1998.
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, 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) 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 using the treasury stock method.
A reconciliation of the denominator of the basic and diluted earnings per share
computation for income from continuing operations is as follows (in thousands):
<TABLE>
<CAPTION>
PERIOD ENDED MARCH 31, 1999 1998
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<S> <C> <C>
Basic weighted average number of shares outstanding 112,581 120,979
Effect of dilutive securities - stock options 1,585 -
-------------- -------------
Diluted weighted average number of shares outstanding 114,166 120,979
============== =============
Not included in the calculation of diluted earnings per
share because their impact is antidilutive:
Stock options 2,876 9,165
Convertible debentures 2,323 2,867
</TABLE>
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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.
The components of the restructuring costs, spending and other
activity, as well as the remaining reserve balances at March 31, 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 (1,654) (1,442) (3,096)
Non-cash activity 128 (359) (231)
---------- ---------- -----------
Balance at March 31, 1999 $ 4,248 $ 6,459 $ 10,707
========== ========== ===========
</TABLE>
(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, and related environmental liabilities. IVAX
completed the divestitures of its businesses classified as discontinued
operations during 1998.
(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 "Income from
discontinued operations" in the accompanying condensed consolidated statements
of operations. Results of these operations were as follows:
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31, 1999 1998
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<S> <C> <C>
PERSONAL CARE PRODUCTS
Net revenues $ - $ 18,594
============ ============
DIVESTITURES (1)
Pre-tax gain on divestitures $ 290 $ -
Income tax provision - -
------------ ------------
Net gain on divestitures 290 -
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Total income from discontinued operations $ 290 $ -
============ ============
</TABLE>
(1) Represents principle and interest on the note receivable from the 1998
sale of one of the personal care products subsidiaries.
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(6) DEBT:
From January 1, 1999 through March 31, 1999, IVAX repurchased a total
of $1,305 face value of its 6 1/2% Convertible Subordinated Notes due November
2001. An extraordinary gain, net of taxes, of $33 was recorded relating to the
repurchase.
(7) 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>
THREE MONTHS ENDED MARCH 31, 1999 1998
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<S> <C> <C>
Current:
United States $ 976 $ -
Foreign, including Puerto Rico
and U.S. Virgin Islands 3,011 2,148
Deferred 104 482
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Provision for income taxes $ 4,091 $ 2,630
============= =============
</TABLE>
At March 31, 1999, IVAX has established $95,058 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, 1999. 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, 1999, a foreign net deferred tax asset aggregating
$15,544 is included in "Other current assets", "Other assets", "Accrued
expenses and other current liabilities" 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.
(8) SHAREHOLDERS' EQUITY:
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.
From January 1, 1999 through March 31, 1999, IVAX repurchased 4,854
shares of common stock at a total cost, including commissions, of $62,867.
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(9) 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.
Comprehensive income is the total of net income and all other non-owner changes
in equity. The components of IVAX's comprehensive income (loss) are as follows:
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31, 1999 1998
------------- -------------
<S> <C> <C>
Net income (loss) $ 10,040 $ (6,709)
Unrealized gains (losses) on marketable securities, net of taxes (42) 35
Foreign currency translation adjustments (17,666) 4,011
-------------- -------------
Comprehensive loss $ (7,668) $ (2,663)
============== ==============
</TABLE>
(10) BUSINESS SEGMENT INFORMATION:
Other revenues included in "Net revenues" in the accompanying
condensed consolidated statement of operations consist of license fees and
royalties totaling $11,759 and $7,739 for the three months ended March 31, 1999
and 1998, respectively. Included in other revenues is $6,000 and $3,000 from
the settlement of patent litigation with Abbott Laboratories for the first
quarter 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.
(11) RECENTLY ISSUED ACCOUNTING STANDARDS:
IVAX is required to adopt SFAS No. 133, ACCOUNTING FOR DERIVATIVE
INSTRUMENTS AND HEDGING ACTIVITIES, in the first quarter of 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 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.
SOP 98-5, REPORTING ON THE COST OF START-UP ACTIVITIES, requires that
costs of start-up activities, as well as organizational costs, be expensed as
incurred. The initial application has been reported as a cumulative effect of a
change in accounting principle effective January 1, 1998, reflecting a
write-off of start-up costs of $3,048, which had been previously capitalized.
Operating results for the three months ended March 31, 1998 were restated for
the retroactive effect of the adoption in the third quarter of 1998.
(12) SUBSEQUENT EVENTS:
On April 13, 1999, IVAX's Board of Directors approved an increase in
the share repurchase program authorizing IVAX to repurchase up to a total of
17,500 shares of IVAX common stock. From April 1, 1999 through April 30, 1999,
IVAX repurchased 1,705 shares of IVAX common stock at a total cost, including
commissions, of $22,235. Cumulatively, IVAX has repurchased 13,639 shares of
IVAX common stock at a total cost of $151,033 under the share repurchase
program.
8
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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 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.
Certain prior period amounts presented herein have been reclassified to conform
to the current period's presentation.
RESULTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 1999 COMPARED TO THE THREE MONTHS ENDED MARCH 31,
1998
IVAX reported net income of $10.0 million for the three months ended
March 31, 1999, compared to a net loss of $6.7 million for the three months
ended March 31, 1998. Income from continuing operations was $9.7 million for
the three months ended March 31, 1999, compared to a loss from continuing
operations of $3.7 million for the same period of the prior year. Income from
discontinued operations was $.3 million for the three months ended March 31,
1999, compared to break-even results for the same period of the prior year.
Results for the quarter ended March 31, 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 $.09 for the three months ended March
31, 1999, compared to a net loss of $.06 for the same period of the prior year.
Income per common share from continuing operations was $.09 for the three
months ended March 31, 1999, compared to a loss of $.03 for the same period of
the prior year. The cumulative effect of a change in accounting principle
resulted in a $.03 loss per common share in 1998.
NET REVENUES AND GROSS PROFIT
Net revenues for the three months ended March 31, 1999 totaled $148.4
million, an increase of $2.1 million, or 1%, from the $146.3 million reported
in the same period of the prior year. Net revenues from IVAX's domestic
operations decreased by $.2 million while revenues from IVAX's international
operations increased by $2.3 million.
Domestic net revenues totaled $70.6 million for the three months ended
March 31, 1999, compared to $70.8 million for the same period of 1998. The $.2
million, or .3%, decrease in domestic net revenues was primarily attributable
to lower prices of certain generic pharmaceutical products and the
discontinuance of certain unprofitable products, offset by higher sales volumes
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and lower sales returns and allowances. In addition, IVAX received $6.0 million
and $3.0 million in the first quarter of 1999 and 1998, respectively, 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 $6 million quarterly
until the earlier of February 2000 or the market introduction of a generic
version of terazosin hydrochloride.
During the first three months of 1999 and 1998, IVAX's United States
generic pharmaceutical operations recorded provisions for sales returns and
allowances which reduced gross sales by $22.6 million and $32.4 million,
respectively. At March 31, 1999 and December 31, 1998, reserves for sales
returns and allowances totaled $105.6 million and $111.2 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 $77.8
million for the three months ended March 31, 1999, compared to $75.5 million
for the same period of the prior year. The $2.3 million, or 3%, increase in
international net revenues was primarily due to increased net sales throughout
Europe and the Middle East primarily from IVAX's Czech Republic subsidiary.
Gross profit for the three months ended March 31, 1999 increased $12.7
million, or 26%, from the same period of the prior year. Gross profit was $62.6
million (42.2% of net revenues) for the three months ended March 31, 1999,
compared to $49.9 million (34.1% of net revenues) for the three months ended
March 31, 1998. The increase in gross profit percentage is primarily due to
favorable product mix, lower sales returns and allowances, lower cost of sales
due to reduced raw material costs, and increased revenues attributable to the
Abbott settlement at IVAX's United States generic pharmaceutical operations.
OPERATING EXPENSES
Selling expenses totaled $17.4 million (11.7% of net revenues) for the
three months ended March 31, 1999, compared to $20.5 million (14.0% of net
revenues) for the three months ended March 31, 1998, a decrease of $3.1
million. The decrease was primarily attributable to reduced sales force and
promotional costs at IVAX's international operations.
General and administrative expenses totaled $21.6 million (14.5% of
net revenues) for the three months ended March 31, 1999, compared to $18.9
million (12.9% of net revenues) for the three months ended March 31, 1998, an
increase of $2.7 million. The increase is primarily attributable to higher
legal costs at IVAX's corporate headquarters and personnel expenses at IVAX's
Hong Kong operations.
Research and development expenses for the three months ended March 31,
1999 decreased 17.5%, compared to the three months ended March 31, 1998, to a
total of $11.3 million (7.6% 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.
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,
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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.
OTHER INCOME (EXPENSE)
Interest income increased $.2 million and interest expense decreased
$.4 million for the three months ended March 31, 1999, as compared to the three
months ended March 31, 1998. Other income, net decreased $1.5 million for the
three months ended March 31, 1999, as compared to the three months ended March
31, 1998.
DISCONTINUED OPERATIONS
Income from discontinued operations for the three months ended March
31, 1999 represents collection of principle and interest on a note receivable
from the 1998 sale of one of the personal care products subsidiaries. Results
of operations for the three months ended March 31, 1998 includes 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. 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 Annual
Report on Form 10-K for the year ended December 31, 1998 and Note 4,
Divestitures, in the notes to condensed consolidated financial statements for
further discussion.
CURRENCY FLUCTUATIONS
For the three months ended March 31, 1999 and 1998, approximately 52%
of IVAX's net revenues were attributable to operations which principally
generated revenues in currencies other than the United States dollar.
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
increased by approximately $.3 million for the three months ended March 31,
1999, as compared to the same period of the prior year.
INCOME TAXES
IVAX recognized a $4.1 million tax provision for the three months
ended March 31, 1999, of which $3.1 million related to foreign operations. The
$1.0 million tax provision recognized by domestic operations was favorably
impacted by $.9 million utilization of net operating loss carryforwards, which
had been previously reserved. The domestic net deferred tax asset is fully
reserved as of March 31, 1999. 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, 1999, IVAX had a foreign net deferred tax asset
aggregating $15.5 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
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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, 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 has commenced efforts 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. Contact
with major third parties has been initiated and follow-up activities are
planned where responses have not been received or risks have been identified.
IVAX estimates that the process of identifying and evaluating third-party risks
is 50% complete.
COSTS
The estimated total cost of the Year 2000 project, excluding the
direct costs of internal employees working on the project, is $14.0 million. As
of March 31, 1999, IVAX had incurred costs of approximately $7.7 million
related to this project, including the cost to implement the new IT systems.
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
12
<PAGE> 14
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 currently plans to complete the identification of such
processes and scenarios, develop preliminary contingency plans by June 30,
1999, and then 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. Such plans, however, will not guarantee that no
material adverse effects will occur.
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.
LIQUIDITY AND CAPITAL RESOURCES
At March 31, 1999, IVAX's working capital was $203.6 million, compared
to $269.5 million at December 31, 1998. Cash and cash equivalents totaled
$149.4 million at March 31, 1999, as compared to $208.6 million at December 31,
1998 and $161.6 million at March 31, 1998.
Net cash of $12.9 million was provided by operating activities during
the first quarter of 1999, compared to $10.8 million used for operating
activities during the first quarter of 1998. The increase in cash provided by
operating activities, as compared to the first quarter 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 $8.4 million was used for investing activities during the
first quarter of 1999, as compared to $5.3 million during the same period of
the prior year. During February 1998, IVAX 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.
13
<PAGE> 15
Net cash of $61.3 million was used for financing activities during the
first quarter of 1999, compared to $22.0 million during the same period of the
prior year, primarily reflecting increased repurchases of common stock during
the first quarter of 1999 compared to 1998. On April 13, 1999, IVAX's Board of
Directors approved an increase in the share repurchase program authorizing IVAX
to repurchase up to a total of 17.5 million shares of IVAX common stock. See
Note 8, Shareholders' Equity, in the notes to condensed consolidated financial
statements. As of March 31, 1999, approximately 5.6 million shares, including
those authorized on April 13, remained available for repurchase under the
program. In 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 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.
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
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.
RISK OF PRODUCT LIABILITY CLAIMS
Testing, manufacturing and marketing pharmaceutical products subjects
IVAX to the risk of product liability claims. IVAX is a defendant in a number
of product liability cases, none of which IVAX believes will have a material
adverse effect on IVAX's business, financial condition or results of
operations. IVAX believes that it maintains an adequate amount of product
liability insurance, but there can be no assurance that its insurance will
cover all existing and future claims or that IVAX will be able to maintain
existing coverage or obtain additional coverage at reasonable rates. There can
be no assurance that claims arising under any pending or future product
liability cases, whether or not covered by insurance, will not have a material
adverse effect on IVAX's business, financial condition or results of
operations.
14
<PAGE> 16
EURO
On January 1, 1999, certain member countries of the European Union
established a new common currency, the euro. Also on January 1, 1999, the
participating countries fixed the rate of exchange between their existing
legacy currencies and the euro. The new euro currency will eventually replace
the legacy currencies currently in use in each of the participating countries.
Euro bills and coins will not be issued until January 1, 2002.
Companies operating within the participating countries may, at their
discretion, choose to operate in either legacy currencies or the euro until
January 1, 2002. IVAX expects its affected subsidiaries to continue to operate
in their respective legacy currencies for at least two years. IVAX can,
however, accommodate transactions for customers and suppliers operating in
either legacy currency or euros.
IVAX believes that the creation of the euro will not significantly
change its market risk with respect to foreign exchange. Having a common
European currency may result in certain changes to competitive practices,
product pricing and marketing strategies. Although we are unable to quantify
these effects, if any, management at this time does not believe the creation of
the euro will have a material effect on IVAX.
15
<PAGE> 17
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% 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".
16
<PAGE> 18
PART II - OTHER INFORMATION
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
27 Financial Data Schedule Filed herewith.
27.1 Restated Financial Data Schedule Filed herewith.
27.2 Restated Financial Data Schedule Filed herewith.
27.3 Restated Financial Data Schedule Filed herewith.
(b) REPORTS ON FORM 8-K
No reports on Form 8-K were filed by the registrant during the
three months ended March 31, 1999.
17
<PAGE> 19
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: March 14, 1999 By: /s/ Thomas E. Beier
----------------------------------
Thomas E. Beier
Senior Vice President-Finance
Chief Financial Officer
<PAGE> 20
EXHIBIT INDEX
EXHIBIT
- -------
27 Financial Data Schedule
27.1 Restated Financial Data Schedule
27.2 Restated Financial Data Schedule
27.3 Restated 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, 1999 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> MAR-31-1999
<CASH> 149,382
<SECURITIES> 0
<RECEIVABLES> 101,598<F1>
<ALLOWANCES> 0
<INVENTORY> 130,747
<CURRENT-ASSETS> 403,804
<PP&E> 203,250<F2>
<DEPRECIATION> 0
<TOTAL-ASSETS> 684,430
<CURRENT-LIABILITIES> 200,243
<BONDS> 76,193
0
0
<COMMON> 11,033
<OTHER-SE> 374,734
<TOTAL-LIABILITY-AND-EQUITY> 684,430
<SALES> 148,428
<TOTAL-REVENUES> 148,428
<CGS> 85,838
<TOTAL-COSTS> 85,838
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 863
<INTEREST-EXPENSE> 1,367
<INCOME-PRETAX> 14,826
<INCOME-TAX> 4,091
<INCOME-CONTINUING> 9,717
<DISCONTINUED> 290
<EXTRAORDINARY> 33
<CHANGES> 0
<NET-INCOME> 10,040
<EPS-PRIMARY> .09<F3>
<EPS-DILUTED> .09
<FN>
<F1>AMOUNT SHOWN IS NET OF ALLOWANCES.
<F2>AMOUNT SHOWN IS NET OF ACCUMULATED DEPRECIATION AND AMORTIZATION.
<F3>AMOUNT REPRESENTS BASIC EARNINGS PER SHARE.
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS RESTATED SUMMARY FINANCIAL INFORMATION EXTRACTED FROM IVAX
CORPORATION'S FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1998 AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C> <C> <C>
<PERIOD-TYPE> 3-MOS 6-MOS 9-MOS
<FISCAL-YEAR-END> DEC-31-1998 DEC-31-1998 DEC-31-1998
<PERIOD-START> JAN-01-1998 JAN-01-1998 JAN-01-1998
<PERIOD-END> MAR-31-1998 JUN-30-1998 SEP-30-1998
<CASH> 161,564 166,954 234,978
<SECURITIES> 0 0 0
<RECEIVABLES> 102,649 96,862 86,289<F1>
<ALLOWANCES> 0 0 0
<INVENTORY> 145,703 145,961 146,012
<CURRENT-ASSETS> 468,409 471,080 503,034
<PP&E> 193,777 189,024 196,499<F2>
<DEPRECIATION> 0 0 0
<TOTAL-ASSETS> 750,304 747,659 791,680
<CURRENT-LIABILITIES> 210,335 201,623 203,178
<BONDS> 94,109 94,178 89,391
0 0 0
0 0 0
<COMMON> 11,984 11,992 11,777
<OTHER-SE> 405,887 410,914 450,381
<TOTAL-LIABILITY-AND-EQUITY> 750,304 747,659 791,681
<SALES> 146,277 300,894 459,650
<TOTAL-REVENUES> 146,277 300,894 459,650
<CGS> 96,426 190,891 288,517
<TOTAL-COSTS> 96,426 190,891 288,517
<OTHER-EXPENSES> 0 0 0
<LOSS-PROVISION> 1,266 2,821 5,699
<INTEREST-EXPENSE> 1,747 3,539 5,348
<INCOME-PRETAX> (350) 5,823 13,368
<INCOME-TAX> 2,630 5,026 5,631
<INCOME-CONTINUING> (3,661) (84) 7,403
<DISCONTINUED> 0 0 40,733
<EXTRAORDINARY> 0 0 315
<CHANGES> (3,048) (3,048) (3,048)
<NET-INCOME> (6,709) (3,132) 45,404
<EPS-PRIMARY> (.06) (.03) .38<F3>
<EPS-DILUTED> (.06) (.03) .38
<FN>
<F1>AMOUNTS SHOWN ARE NET OF ALLOWANCES.
<F2>AMOUNTS SHOWN ARE NET OF ACCUMULATED DEPRECIATION AND AMORTIZATION.
<F3>AMOUNTS REPRESENT BASIC EARNINGS PER SHARE.
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS RESTATED SUMMARY FINANCIAL INFORMATION EXTRACTED FROM IVAX
CORPORATION'S FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1998 AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C> <C> <C> <C>
<PERIOD-TYPE> 3-MOS 6-MOS 9-MOS 12-MOS
<FISCAL-YEAR-END> DEC-31-1997 DEC-31-1997 DEC-31-1997 DEC-31-1997
<PERIOD-START> JAN-01-1997 JAN-01-1997 JAN-01-1997 JAN-01-1997
<PERIOD-END> MAR-31-1997 JUN-30-1997 SEP-30-1997 DEC-31-1997
<CASH> 74,812 88,396 117,141 199,235
<SECURITIES> 0 0 0 0
<RECEIVABLES> 214,487 153,871 125,042 104,994<F1>
<ALLOWANCES> 0 0 0 0
<INVENTORY> 271,124 177,100 156,250 145,716
<CURRENT-ASSETS> 697,002 569,828 551,501 510,704
<PP&E> 423,538 204,868 199,275 193,741<F2>
<DEPRECIATION> 0 0 0 0
<TOTAL-ASSETS> 1,345,008 899,033 841,770 790,736
<CURRENT-LIABILITIES> 223,752 149,492 178,651 233,966
<BONDS> 411,982 104,574 104,467 94,194
0 0 0 0
0 0 0 0
<COMMON> 12,148 12,150 12,151 12,152
<OTHER-SE> 665,082 607,524 515,044 422,887
<TOTAL-LIABILITY-AND-EQUITY> 1,345,008 899,033 841,770 790,736
<SALES> 165,678 337,463 461,855 594,286
<TOTAL-REVENUES> 165,678 337,463 461,855 594,286
<CGS> 116,808 242,886 363,389 479,982
<TOTAL-COSTS> 116,808 242,886 363,389 479,982
<OTHER-EXPENSES> 0 0 0 0
<LOSS-PROVISION> 3,234 3,046 4,917 8,973
<INTEREST-EXPENSE> 5,645 10,920 12,256 14,685
<INCOME-PRETAX> (12,715) (61,682) (83,171) (155,282)
<INCOME-TAX> (3,094) (647) 55,913 60,166
<INCOME-CONTINUING> (11,092) (63,916) (142,670) (219,533)
<DISCONTINUED> 3,153 10,600 (780) (8,701)
<EXTRAORDINARY> (2,137) (2,137) (2,137) (2,137)
<CHANGES> 0 0 0 (2,882)
<NET-INCOME> (7,939) (55,453) (145,587) (233,254)
<EPS-PRIMARY> (.07) (.46) (1.20) (1.92)<F3>
<EPS-DILUTED> (.07) (.46) (1.20) (1.92)
<FN>
<F1>AMOUNTS SHOWN ARE NET OF ALLOWANCES.
<F2>AMOUNTS SHOWN ARE NET OF ACCUMULATED DEPRECIATION AND AMORTIZATION.
<F3>AMOUNTS REPRESENT BASIC EARNINGS PER SHARE.
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS RESTATED SUMMARY FINANCIAL INFORMATION EXTRACTED FROM IVAX
CORPORATION'S FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1998 AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<CASH> 80,806
<SECURITIES> 0
<RECEIVABLES> 198,009<F1>
<ALLOWANCES> 0
<INVENTORY> 204,194
<CURRENT-ASSETS> 982,455
<PP&E> 223,312<F2>
<DEPRECIATION> 0
<TOTAL-ASSETS> 1,333,648
<CURRENT-LIABILITIES> 168,199
<BONDS> 442,819
0
0
<COMMON> 12,148
<OTHER-SE> 682,980
<TOTAL-LIABILITY-AND-EQUITY> 1,333,648
<SALES> 658,745
<TOTAL-REVENUES> 658,745
<CGS> 496,776
<TOTAL-COSTS> 496,776
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 30,737
<INTEREST-EXPENSE> 15,996
<INCOME-PRETAX> (182,124)
<INCOME-TAX> (52,488)
<INCOME-CONTINUING> (134,989)
<DISCONTINUED> (23,690)
<EXTRAORDINARY> (2,073)
<CHANGES> 0
<NET-INCOME> (160,752)
<EPS-PRIMARY> (1.33)<F3>
<EPS-DILUTED> (1.33)
<FN>
<F1>AMOUNTS SHOWN ARE NET OF ALLOWANCES.
<F2>AMOUNTS SHOWN ARE NET OF ACCUMULATED DEPRECIATION AND AMORTIZATION.
<F3>AMOUNT REPRESENTS BASIC EARNINGS PER SHARE.
</FN>
</TABLE>
