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, 2000
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 ___
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
155,904,972 SHARES OF COMMON STOCK, $.10 PAR VALUE, OUTSTANDING AS OF APRIL 30,
2000.
<PAGE>
IVAX CORPORATION
INDEX
PART I - FINANCIAL INFORMATION PAGE NO.
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Item 1 - Financial Statements
Consolidated Balance Sheets as of March 31, 2000
and December 31, 1999 2
Consolidated Statements of Operations
for the three months ended March 31, 2000 and 1999 3
Consolidated Statements of Cash Flows
for the three months ended March 31, 2000 and 1999 4
Notes to 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 14
PART II - OTHER INFORMATION
Item 5 - Other Information 15
Item 6 - Exhibits and Reports on Form 8-K 15
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
IVAX CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except per share data)
MARCH 31, DECEMBER 31,
2000 1999
------------- -------------
(Unaudited)
ASSETS
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 96,280 $ 41,408
Accounts receivable, net of allowance for doubtful accounts
of $21,370 ($22,058 in 1999) 98,254 110,472
Inventories 151,446 146,624
Other current assets 26,067 36,265
------------- -------------
Total current assets 372,047 334,769
Property, plant and equipment, net 224,216 226,198
Intangible assets, net 50,827 55,745
Other assets 18,754 17,802
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Total assets $ 665,844 $ 634,514
============= =============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Loans payable $ 326 $ 746
Note payable - related party, net 46,682 -
Current portion of long-term debt 789 763
Accounts payable 45,853 48,675
Accrued income taxes payable 14,741 13,058
Accrued expenses and other current liabilities 145,313 147,154
------------- -------------
Total current liabilities 253,704 210,396
Long-term debt, net of current portion 4,010 47,854
Note payable - related party, net - 45,619
Other long-term liabilities 8,406 8,672
Minority interest 8,781 9,414
Put options 15,146 20,188
Shareholders' equity:
Common stock, $.10 par value, authorized 250,000 shares,
issued and outstanding 155,784 shares (152,235 in 1999) 15,578 15,224
Capital in excess of par value 295,807 232,318
Retained earnings 97,431 71,689
Accumulated other comprehensive loss (33,019) (26,860)
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Total shareholders' equity 375,797 292,371
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Total liabilities and shareholders' equity $ 665,844 $ 634,514
============= =============
</TABLE>
THE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ARE AN INTEGRAL
PART OF THESE BALANCE SHEETS.
2
<PAGE>
<TABLE>
<CAPTION>
IVAX CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
THREE MONTHS ENDED MARCH 31,
(In thousands, except per share data) 2000 1999
------------- -------------
<S> <C> <C>
NET REVENUES $ 181,889 $ 147,616
COST OF SALES 93,030 85,838
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Gross profit 88,859 61,778
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OPERATING EXPENSES:
Selling 20,017 17,432
General and administrative 24,175 21,588
Research and development 15,510 11,344
Amortization of intangible assets 1,968 609
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Total operating expenses 61,670 50,973
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Income from operations 27,189 10,805
OTHER INCOME (EXPENSE):
Interest income 1,054 2,455
Interest expense (2,042) (1,367)
Other income, net 4,822 2,933
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Total other income, net 3,834 4,021
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Income from continuing operations
before income taxes and minority interest 31,023 14,826
PROVISION FOR INCOME TAXES 5,044 4,091
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Income from continuing operations
before minority interest 25,979 10,735
MINORITY INTEREST (236) (1,018)
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Income from continuing operations 25,743 9,717
INCOME FROM DISCONTINUED OPERATIONS - 290
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Income before extraordinary item 25,743 10,007
EXTRAORDINARY ITEM - Gain on
extinguishment of debt, net of taxes - 33
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NET INCOME $ 25,743 $ 10,040
============= =============
NET EARNINGS PER COMMON SHARE:
Basic $ 0.17 $ 0.06
------------ -------------
Diluted $ 0.16 $ 0.06
============ =============
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING:
Basic 153,764 168,872
============= =============
Diluted 160,042 171,249
============= =============
</TABLE>
THE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ARE AN
INTEGRAL PART OF THESE STATEMENTS.
3
<PAGE>
<TABLE>
<CAPTION>
IVAX CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
THREE MONTHS ENDED MARCH 31, 2000 1999
------------- -------------
<S> <C> <C>
(In thousands)
Cash flows from operating activities:
Net Income $ 25,743 $ 10,040
Adjustments to reconcile net income to net cash
flows from operating activities:
Depreciation and amortization 8,142 6,282
Deferred tax provision 366 104
Provision for allowances for doubtful accounts 226 863
Minority interest 236 1,018
Equity in earnings of affiliates (539) (300)
Gains on extinguishment of debt - (51)
Gain on sale of product rights (769) (812)
Net (gains) losses on disposal of assets (991) (70)
Income from discontinued operations - (290)
Changes in assets and liabilities:
Decrease in accounts receivable 10,172 3,025
Increase in inventories (6,845) (667)
Decrease in other current assets 9,931 9,812
Increase in other assets (1,026) (166)
Increase (decrease) in accounts payable, accrued expenses
and other current liabilities 79 (14,111)
Decrease in other long-term liabilities (47) (1,369)
Other, net - (1,204)
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Net cash flows from operating activities 44,678 12,104
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Cash flows from investing activities:
Proceeds from divestitures - 290
Proceeds from sale of assets 23 400
Proceeds from sale of product rights 769 812
Capital expenditures (9,348) (7,736)
Acquisitions of patents, trademarks, licenses
and other intangibles (161) (175)
Acquisition of businesses and other - (1,174)
------------- -------------
Net cash flows from investing activities (8,717) (7,583)
------------- -------------
Cash flows from financing activities:
Borrowings on long-term debt and loans payable 761 1,453
Payments on long-term debt and loans payable (1,301) (2,956)
Issuance of common stock 15,604 3
Repurchases of common stock - (59,775)
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Net cash flows from financing activities 15,064 (61,275)
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Effect of exchange rate changes on cash 3,847 (2,457)
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Net increase (decrease) in cash and cash equivalents 54,872 (59,211)
Cash and cash equivalents at the beginning of the year 41,408 208,593
------------- -------------
Cash and cash equivalents at the end of the period $ 96,280 $ 149,382
============= =============
Supplemental disclosures:
Interest paid $ 1,950 $ 75
============= =============
Income tax payments, net $ 634 $ 2,481
============= =============
</TABLE>
See Note 6, Debt, for information regarding non-cash conversion of 6 1/2%
Convertible Subordinated Notes to equity.
THE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ARE AN
INTEGRAL PART OF THESE STATEMENTS.
4
<PAGE>
IVAX CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(In thousands, except per share data)
(1) GENERAL:
The accompanying unaudited interim consolidated financial statements
have been prepared pursuant to the rules and regulations of the Securities and
Exchange Commission for reporting on Form 10-Q 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 three months ended March 31, 2000 are not necessarily indicative of the
results of operations and cash flows which may be reported for the remainder of
2000. The interim consolidated financial statements should be read in
conjunction with the consolidated financial statements and the notes to
consolidated financial statements included in IVAX' Annual Report on Form 10-K
for the year ended December 31, 1999.
Certain prior period amounts presented in the consolidated financial
statements have been reclassified to conform to the current period's
presentation.
(2) INVENTORIES:
Inventories consist of the following:
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
2000 1999
----------- ------------
<S> <C> <C>
Raw materials $ 64,141 $ 62,932
Work-in-process 12,185 10,773
Finished goods 75,120 72,919
----------- ------------
Total $ 151,446 $ 146,624
=========== ============
</TABLE>
(3) EARNINGS PER SHARE:
All weighted average share amounts for 1999 have been restated to
reflect the 3-for-2 stock split which was effected on February 22, 2000 (see
Note 8, Shareholders' Equity). 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>
THREE MONTHS ENDED MARCH 31, 2000 1999
----------- ------------
<S> <C> <C>
Basic weighted average number of shares outstanding 153,764 168,872
Effect of dilutive securities - stock options and warrants 6,278 2,377
----------- ------------
Diluted weighted average number of shares outstanding 160,042 171,249
=========== ============
Not included in the calculation of diluted earnings per
share because their impact is antidilutive:
Stock options outstanding 1,822 4,314
Warrants - 3,485
Put options 1,688 -
</TABLE>
5
<PAGE>
(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. The reserve balances related
to these provisions are included in "Accounts receivable, net of allowances for
doubtful accounts" and "Accrued expenses and other current liabilities" in the
accompanying consolidated balance sheets in the amounts of $38,837 and $61,347,
respectively, at March 31, 2000 and $38,065 and $61,241, respectively, at
December 31, 1999.
(5) RESTRUCTURING COSTS:
The components of restructuring costs, spending and other activity, as
well as the remaining reserve balances at March 31, 2000, which are included in
"Accrued expenses and other current liabilities" in the accompanying
consolidated balance sheets, are as follows:
EMPLOYEE
TERMINATION PLANT
BENEFITS CLOSURES TOTAL
----------- -------- -------
Balance at January 1, 2000 $ 1,560 $ 4,423 $ 5,983
Cash payments during 2000 (571) (253) (824)
Non-cash activity (26) (72) (98)
------- ------- -------
Balance at March 31, 2000 $ 963 $ 4,098 $ 5,061
======= ======= =======
(6) DEBT:
On February 9, 2000, IVAX called the remaining $43,661 balance of its 6
1/2% Convertible Subordinated Notes for redemption. On March 10, 2000, IVAX
redeemed $273 of the 6 1/2% Notes for cash. The remaining balance of the 6 1/2%
Notes were converted into 2,050 shares of IVAX' common stock in accordance with
their terms.
During the first quarter of 2000, IVAX paid $1,831 of interest to
Frost-Nevada, Limited Partnership ("FNLP"), an entity related to IVAX' Chairman
and CEO pursuant to IVAX' outstanding loan from FNLP. The loan is due January
17, 2001 and bears interest at 10%, payable quarterly. In conjunction with the
loan, FNLP was issued a warrant to purchase 750 of IVAX' common stock at an
exercise price of $12 per share. The warrant is exercisable through November
2006. During the first quarter of 2000, IVAX charged to interest expense $1,064
of amortization of the value of the warrant issued to FNLP.
(7) INCOME TAXES:
The provision for income taxes from continuing operations consists of
the following:
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31, 2000 1999
------ ------
<S> <C> <C>
Current:
United States $ 250 $ 976
Foreign, including Puerto Rico and U.S. Virgin Islands 4,428 3,011
Deferred 366 104
------ ------
Provision for income taxes $5,044 $4,091
====== ======
</TABLE>
The $250 tax provision recognized by domestic operations was favorably
impacted by $4,892 utilization of net operating loss carryforwards, which had
been previously reserved. As of March 31, 2000,
6
<PAGE>
a domestic net deferred tax asset of $11,215 and a foreign net deferred tax
asset of $9,751 are included in "Other current assets" and "Other assets" in the
accompanying consolidated balance sheet. The domestic net deferred tax asset
includes a valuation allowance of $82,167, or 88%, of the deferred tax asset
balance. Realization of the net 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.
(8) SHAREHOLDERS' EQUITY:
On January 14, 2000, IVAX' Board of Directors approved a 3-for-2 stock
split effective February 22, 2000, in the form of a stock dividend. All weighted
average share, outstanding share, per share earnings and price and stock plan
data contained in the accompanying financial statements have been retroactively
adjusted to give effect to the stock split. To reflect the split, common stock
was increased and capital in excess of par value was decreased by $5,097.
During 1999, IVAX issued 2,250 (post-split) freestanding 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 $8.96 to $9.00 (post-split), and generated premiums totaling $2,079 which
were credited to "Capital in excess of par value" in the accompanying
consolidated balance sheets. During the first quarter of 2000, 562 of these put
options expired unexercised. The remaining options will expire in the second
quarter of 2000. 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 for the remaining outstanding put options of $15,146 for
physical settlement has been reclassified from Capital in excess of par value
into a temporary equity account - "Put options" in the accompanying consolidated
balance sheet at March 31, 2000. In the event the put options expire
unexercised, the obligation associated with these instruments will be
extinguished. At March 31, 2000, the market value of IVAX' common stock exceeded
the strike prices of the put options.
(9) COMPREHENSIVE INCOME:
The components of IVAX' comprehensive income (loss) are as follows:
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31, 2000 1999
-------- --------
<S> <C> <C>
Net income $ 25,743 $ 10,040
Unrealized gains (losses) on marketable securities, net of taxes 279 (42)
Foreign currency translation adjustments (6,438) (17,666)
-------- --------
Comprehensive income (loss) $ 19,584 $ (7,668)
======== ========
</TABLE>
(10) BUSINESS SEGMENT INFORMATION:
Other revenues included in "Net revenues" in the accompanying
consolidated statement of operations consist of license fees, royalties and
product development fees, received primarily from two companies, totaling
$21,565 and $10,947 for the three months ended March 31, 2000 and 1999,
respectively. Also included in other revenues is $1,300 and $6,000 from the
settlement of patent litigation with Abbott Laboratories for the first quarter
of 2000 and 1999, respectively.
7
<PAGE>
(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 2001. 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' consolidated financial statements.
In December 1999, the SEC issued Staff Accounting Bulletin No. 101,
REVENUE RECOGNITION IN FINANCIAL STATEMENTS ("SAB No. 101"), which requires
implementation by June 30, 2000. As a result, IVAX commenced a review of its
revenue recognition policies for conformity with SAB No. 101. IVAX believes its
revenue recognition policies comply with the guidance provided in SAB No. 101,
except with respect to up-front and possibly milestone cash payments received
under certain licensing arrangements. SAB No. 101 generally provides that
up-front payments, whether or not they are refundable, should be deferred as
revenue and recognized over the license period. IVAX' accounting policy is to
immediately recognize as revenue such cash payments that are nonrefundable or
where the probability of refund is remote. IVAX believes its accounting policy
is in accordance with generally accepted accounting principles and practice in
the pharmaceutical industry.
SAB No. 101 will require IVAX to change its accounting method for such
licensing payments by June 30, 2000. IVAX is reviewing recent contracts that
involved the receipt of significant up-front payments, but is awaiting further
implementation guidance from the SEC staff with respect to SAB No. 101 before
completing this review. To date, IVAX has identified one licensing arrangement
which may require a change in accounting method for payments received. This
arrangement may result in a cumulative change in accounting principle charge of
approximately $6,300, net of tax, when SAB No. 101 is implemented. The
offsetting impact will result in deferred revenue which will be recognized in
income through 2011. At this time, IVAX has not identified any other contracts
that will be impacted by SAB No. 101, but its review is continuing. Although
IVAX anticipates implementing SAB No. 101 in the second quarter of 2000, the
cumulative effect of a change in accounting principle must be retroactively
adopted as of the beginning of the first quarter of 2000.
(12) SUBSEQUENT EVENTS:
On May 12, 2000, IVAX consummated a private offering of $200,000 of its
5.5% Convertible Senior Subordinated Notes due 2007 pursuant to Rule 144A under
the Securities Act of 1933, as amended (the "Securities Act"), and received net
proceeds of approximately $194,500 therefrom. The 5.5% Notes were issued without
registration under the Securities Act and may not be offered or sold in the
United States absent registration or an applicable exemption from the
registration requirements. IVAX also granted initial purchasers an option to
purchase up to an additional $50,000 in principal amount of the notes solely to
cover over-allotments. The 5.5% Notes are convertible at any time prior to
maturity, unless previously redeemed, into 26.918 shares of IVAX' common stock
per $1 of principal amount of the 5.5% Notes. This ratio results in a conversion
price of approximately $37.15 per share. The 5.5% Notes are redeemable by IVAX
on or after May 29, 2003. The net proceeds from the sale of the notes are
expected to be used primarily to acquire technology, products or other
businesses, to fund the research, development, testing and commercialization of
pharmaceutical products, and for general corporate purposes.
8
<PAGE>
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion and analysis should be read in conjunction
with the consolidated financial statements, the related notes to consolidated
financial statements and management's discussion and analysis of financial
condition and results of operations included in IVAX' Annual Report on Form 10-K
for the year ended December 31, 1999 and the unaudited interim consolidated
financial statements and the related notes to unaudited interim 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 Private 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' operations, markets,
products and prices, the possible effect of IVAX' adoption of SAB No. 101 in its
revenue recognition policies, the application and use of the proceeds of IVAX'
offering of its 5.5% Notes in a manner that results in the acquisition or
development of businesses or technologies that will contribute to its
profitability, 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' 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 have been reclassified to
conform to the current period's presentation.
RESULTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 2000 COMPARED TO THE THREE MONTHS ENDED MARCH 31,
1999
Net income was $25.7 million, or $.16 per share (diluted), for the
three months ended March 31, 2000, compared to $10.0 million, or $.06 per share
(diluted), for the three months ended March 31, 1999. Income from continuing
operations was $25.7 million, or $.16 per share, for the three months ended
March 31, 2000, compared to $9.7 million, or $.06 per share, for the same period
of the prior year.
NET REVENUES AND GROSS PROFIT
Net revenues for the three months ended March 31, 2000 totaled $181.9
million, an increase of $34.3 million, or 23%, from the $147.6 million reported
in the same period of the prior year. Net revenues from IVAX' domestic
operations increased by $16.6 million while revenues from IVAX' international
operations increased by $17.7 million.
Domestic net revenues totaled $88.8 million for the three months ended
March 31, 2000, compared to $72.2 million for the same period of 1999. The $16.6
million, or 23%, increase in domestic net revenues was primarily attributable to
increased other revenues and higher sales volume of certain generic
pharmaceutical products partially offset by lower prices and higher sales
returns and allowances. Included in other revenues were $1.3 million and $6.0
million received in the first quarter of 2000 and 1999, respectively, from the
settlement of litigation with Abbott Laboratories ("Abbott") concerning the
marketing of terazosin hydrochloride, the generic equivalent of Abbott's
Hytrin /registered trademark/.
IVAX' international operations generated net revenues of $93.1 million
for the three months ended March 31, 2000, compared to $75.4 million for the
same period of the prior year. The $17.7 million, or 23%, increase in
international net revenues was primarily due to increased sales volume from
9
<PAGE>
IVAX' United Kingdom subsidiary.
Gross profit for the three months ended March 31, 2000 increased $27.1
million, or 44%, from the same period of the prior year. Gross profit was $88.9
million (48.9% of net revenues) for the three months ended March 31, 2000,
compared to $61.8 million (41.9% of net revenues) for the three months ended
March 31, 1999. The increase in gross profit percentage is primarily due to
favorable product mix, and increased other revenues partially offset by
increased sales returns and allowances.
OPERATING EXPENSES
Selling expenses totaled $20.0 million (11% of net revenues) for the
three months ended March 31, 2000, compared to $17.4 million (11.8% of net
revenues) for the three months ended March 31, 1999, an increase of $2.6
million, or 14.8%. The increase was primarily attributable to increased sales
force and promotional costs at IVAX' domestic and international operations.
General and administrative expenses totaled $24.2 million (13.3% of net
revenues) for the three months ended March 31, 2000, compared to $21.6 million
(14.6% of net revenues) for the three months ended March 31, 1999, an increase
of $2.6 million, or 12%. The increase is primarily attributable to the
write-down of a patent at IVAX' UK subsidiary.
Research and development expenses for the three months ended March 31,
2000 increased 36.7% to a total of $15.5 million (8.5% of net revenues),
compared to the three months ended March 31, 1999. IVAX' 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 $1.4 million and interest expense increased
$0.7 million for the three months ended March 31, 2000, as compared to the three
months ended March 31, 1999. Other income, net increased $1.9 million for the
three months ended March 31, 2000, as compared to the three months ended March
31, 1999.
RECENTLY ISSUED ACCOUNTING STANDARDS
In December 1999, the SEC issued Staff Accounting Bulletin No. 101,
REVENUE RECOGNITION IN FINANCIAL STATEMENTS, ("SAB No. 101") which requires
implementation by June 30, 2000. As a result, IVAX commenced a review of its
revenue recognition policies for conformity with SAB No. 101. IVAX believes its
revenue recognition policies generally comply with the guidance provided in SAB
No. 101, except with respect to up-front and possibly milestone cash payments
received under certain licensing arrangements. SAB No. 101 generally provides
that up-front payments, whether or not they are refundable, should be deferred
as revenue and recognized over the license period. IVAX' accounting policy is to
immediately recognize as revenue such cash payments that are nonrefundable or
where the probability of refund is remote. IVAX believes its accounting policy
is in accordance with generally accepted accounting principles and practice in
the pharmaceutical industry.
10
<PAGE>
SAB No. 101 will require IVAX to change its accounting method for such
licensing payments by June 30, 2000. IVAX is reviewing recent contracts that
involved the receipt of significant up-front payments, but is awaiting further
implementation guidance from the SEC staff with respect to SAB No. 101 before
completing this review. To date, IVAX has identified one licensing arrangement
that may require a change in accounting method for payments received. This
arrangement may result in a cumulative change in accounting principle charge of
approximately $6.3 million, net of tax, when SAB No. 101 is implemented. The
offsetting impact will result in deferred revenue that will be recognized in
income through 2011. At this time, IVAX has not identified any other contracts
that will be impacted by SAB No. 101, but its review is continuing. Although
IVAX anticipates implementing SAB No. 101 in the second quarter of 2000, the
cumulative effect of a change in accounting principle must be retroactively
adopted as of the beginning of the first quarter of 2000.
LIQUIDITY AND CAPITAL RESOURCES
At March 31, 2000, IVAX' working capital was $118.4 million, compared
to $124.4 million at December 31, 1999. Cash and cash equivalents totaled $96.3
million at March 31, 2000, as compared to $41.4 million at December 31, 1999.
Net cash of $44.7 million was provided by operating activities during
the first quarter of 2000, compared to $12.1 million during the first quarter of
1999. The increase in cash provided by operating activities was primarily the
result of improved operating earnings, increased collection of accounts
receivable and reduced payments of accounts payable partially offset by
increased levels of inventories.
Net cash of $8.7 million was used for investing activities during the
first quarter of 2000, as compared to $7.6 million during the same period of the
prior year.
Net cash of $15.1 million was provided by financing activities during
the first quarter of 2000, compared to $61.3 million used during the same period
of the prior year, primarily reflecting decreased repurchases of common stock
during the first quarter of 2000 compared to 1999.
IVAX plans to spend substantial amounts of capital in 2000 to continue
the research and development of pharmaceutical products. Expenditures will
depend on, among other things, IVAX' actual earnings and cash position, 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 make significant expenditures to improve and expand its
pharmaceutical and other related facilities.
IVAX' 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 the proceeds of the 5.5% Notes issued May
12, 2000 and 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. IVAX may consider issuing additional debt or
equity securities in the future to fund potential acquisitions and growth.
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CURRENCY FLUCTUATIONS
For the three months ended March 31, 2000 and 1999, approximately 51%
and 52%, respectively, of IVAX' 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. Although IVAX does not speculate in the foreign
exchange market, it does, from time to time, manage exposures that arise in the
normal course of business related to fluctuations in foreign currency exchange
rates by entering into offsetting positions through the use of foreign exchange
forward contracts. As a result of exchange rate differences, net revenues
decreased by approximately $3.8 million for the three months ended March 31,
2000, as compared to the same period of the prior year.
INCOME TAXES
IVAX recognized a $5.0 million tax provision for the three months ended
March 31, 2000, of which $4.7 million related to foreign operations. The $0.3
million tax provision recognized by domestic operations was favorably impacted
by $4.9 million utilization of net operating loss carryforwards, which had been
previously reserved.
As of March 31, 2000, domestic and foreign net deferred tax assets
totaled $11.2 million and $9.8 million, respectively. Realization of the net
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.
Management's estimates of future taxable income are subject to revision due to,
among other things, regulatory and competitive factors affecting the
pharmaceutical industries in the markets in which IVAX operates. Such factors
are further discussed in management's discussion and analysis of financial
condition and results of operations included in IVAX' Annual Report on Form 10-K
for the year ended December 31, 1999.
SALES RETURNS AND ALLOWANCES
IVAX' pharmaceutical revenues may be affected by the level of
provisions for estimated returns and inventory credits, as well as other sales
returns and allowances established by IVAX. The custom in the pharmaceutical
industry is generally to grant customers the right to return purchased goods. In
the generic pharmaceutical industry, this custom has resulted in a practice of
suppliers issuing inventory credits (also known as shelf-stock adjustments) to
customers based on the customers' existing inventory following decreases in the
market price of the related generic pharmaceutical product. The determination to
grant a credit to a customer following a price decrease is generally at the
discretion of IVAX, and generally not pursuant to contractual agreements with
customers. These credits allow customers with established inventories to compete
with those buying product at the current market price, and allow IVAX to
maintain shelf space, market share and customer loyalty.
Provisions for estimated returns, inventory credits and other sales
allowances are established by IVAX concurrently with the recognition of revenue.
The provisions are established in accordance with generally accepted accounting
principles based upon consideration of a variety of factors, including actual
return and inventory credit experience for products during the past several
years by product type, the number and timing of regulatory approvals for the
product by competitors of IVAX, both historical and projected, the market for
the product, estimated customer inventory levels by product, changes in net
sales prices by product and projected economic conditions. Actual product
returns and inventory credits incurred are, however, dependent upon future
12
<PAGE>
events, including price competition and the level of customer inventories at the
time of any price decreases. IVAX continually monitors the factors that
influence the pricing of its products and customer inventory levels and makes
adjustments to these provisions when management believes that actual product
returns and inventory credits may differ from established reserves.
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' 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' financial
condition or results of operations.
13
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ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market risk represents the risk of loss that may impact the
consolidated financial position, results of operations or cash flows of IVAX.
IVAX, in the normal course of doing business, is exposed to the risks associated
with foreign currency exchange rates and changes in interest rates.
FOREIGN CURRENCY EXCHANGE RATE RISK - IVAX is exposed to exchange rate
risk when its U.S. and non-U.S. subsidiaries enter into transactions denominated
in currencies other than their functional currency. Certain firmly committed
transactions are hedged with forward foreign exchange contracts. As exchange
rates change, gains and losses on the exposed transactions are partially offset
by gains and losses related to the hedging contracts. Both the exposed
transactions and the hedging contracts are translated at current spot rates,
with gains and losses included in earnings. IVAX' derivative activities, which
primarily consist of forward foreign exchange contracts, are initiated primarily
to hedge third-party transactions.
The forward foreign exchange contracts generally require IVAX to
exchange local currencies for foreign currencies based on pre-established
exchange rates at the contracts' maturity dates. If the counterparties to the
exchange contracts do not fulfill their obligations to deliver the contracted
currencies, IVAX could be at risk for currency related fluctuations. IVAX enters
into these contracts with counterparties that it believes to be credit worthy
and does not enter into any leveraged derivative transactions.
INTEREST RATE RISK - IVAX' only material debt obligations relate to its
5.5% Convertible Senior Subordinated Notes and the FNLP Note, which bear fixed
rates of interest. IVAX believes that its exposure to market risk relating to
interest rate risk is not material.
COMMODITY PRICE RISK - IVAX does not believe it is subject to any
material risk associated with commodity prices.
14
<PAGE>
PART II - OTHER INFORMATION
ITEM 5 - OTHER EVENTS
On May 12, 2000 IVAX consummated a private offering of $200 million of
its 5.5% Convertible Senior Subordinated Notes due 2007. The Notes will be
convertible at any time prior to maturity, unless previously redeemed, into
26.918 shares of IVAX Common Stock per $1,000 of principal amount of the Notes.
This ratio results in a conversion price of approximately $37.15 per share. The
Notes will be redeemable by IVAX on or after May 29, 2003.
IVAX has granted the initial purchasers of the Notes an option to
purchase up to an additional $50 million in principal amount of the Notes solely
to cover over-allotments, if any.
Net proceeds from the sale of the Notes are expected to be used
primarily to acquire technology, products or other businesses, to fund the
research, development, testing and commercialization of pharmaceutical products,
and for general corporate purposes.
The Notes issued and the common stock issuable upon conversion of the
Notes have not been registered under the Securities Act of 1933 as amended and
may not be offered or sold in the United States absent registration or an
applicable exemption from registration requirements.
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
27 Financial Data Schedule Filed herewith.
(b) REPORTS ON FORM 8-K
On February 11, 2000, IVAX filed a report dated February 8, 2000
under Item 5 - Other Events on Form 8-K reporting its election to redeem
all outstanding 6 1/2% Convertible Subordinated Notes due November 15,
2001.
On May 8, 2000, IVAX filed a report dated April 27, 2000 under
Item 5 - Other Events on Form 8-K reporting the announcement of its
intention to make a private offering of up to $200 million of Convertible
Senior Subordinated Notes.
15
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
IVAX CORPORATION
Date: May 12, 2000 By: /S/ THOMAS E. BEIER
-------------------
Thomas E. Beier
Senior Vice President-Finance
Chief Financial Officer
16
<PAGE>
EXHIBIT INDEX
EXHIBIT
27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM IVAX
CORPORATION'S FORM 10-Q FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2000 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> MAR-31-2000
<CASH> 96,280
<SECURITIES> 0
<RECEIVABLES> 119,624
<ALLOWANCES> 21,370
<INVENTORY> 151,446
<CURRENT-ASSETS> 372,047
<PP&E> 397,061
<DEPRECIATION> 172,844
<TOTAL-ASSETS> 665,844
<CURRENT-LIABILITIES> 253,704
<BONDS> 0
0
0
<COMMON> 15,578
<OTHER-SE> 360,219
<TOTAL-LIABILITY-AND-EQUITY> 665,844
<SALES> 160,324
<TOTAL-REVENUES> 181,889
<CGS> 93,030
<TOTAL-COSTS> 93,030
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 226
<INTEREST-EXPENSE> 2,042
<INCOME-PRETAX> 31,023
<INCOME-TAX> 5,044
<INCOME-CONTINUING> 25,743
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 25,743
<EPS-BASIC> .17
<EPS-DILUTED> .16
</TABLE>
