FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 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
--------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(305) 575-6000
--------------
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes _X_ No ___
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
158,602,569 shares of Common Stock, $.10 par value, outstanding as of July 31,
2000.
<PAGE>
IVAX CORPORATION
INDEX
<TABLE>
<CAPTION>
PART I - FINANCIAL INFORMATION PAGE NO.
--------
<S> <C>
Item 1 - Financial Statements
Consolidated Balance Sheets as of June 30, 2000
and December 31, 1999 2
Consolidated Statements of Operations
for the three months and six months ended June 30, 2000 and 1999 3
Consolidated Statements of Cash Flows
for the six months ended June 30, 2000 and 1999 4
Notes to Consolidated Financial Statements 5
Item 2 - Management's Discussion and Analysis of Financial Condition and
Results of Operations 10
Item 3 - Quantitative and Qualitative Disclosures about Market Risk 16
PART II - OTHER INFORMATION
Item 1 - Legal Proceedings 17
Item 2 - Changes in Securities and Use of Proceeds 17
Item 4 - Submission of Matters to a Vote of Security Holders 17
Item 6 - Exhibits and Reports on Form 8-K 18
</TABLE>
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1 - Financial Statements
IVAX CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except per share data)
<TABLE>
<CAPTION>
June 30, December 31,
2000 1999
--------- ---------
(Unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 269,703 $ 41,408
Accounts receivable, net of allowance for doubtful accounts
of $21,451 ($22,058 in 1999) 113,644 110,472
Inventories 172,774 146,624
Other current assets 34,992 36,265
--------- ---------
Total current assets 591,113 334,769
Property, plant and equipment, net 225,439 226,198
Intangible assets, net 101,334 55,745
Other assets 25,392 17,802
--------- ---------
Total assets $ 943,278 $ 634,514
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Loans payable $ 421 $ 746
Current portion of long-term debt 777 763
Accounts payable 46,149 48,675
Accrued income taxes payable 17,819 13,058
Accrued expenses and other current liabilities 141,675 147,154
--------- ---------
Total current liabilities 206,841 210,396
Long-term debt, net of current portion 253,824 47,854
Note payable - related party, net -- 45,619
Other long-term liabilities 10,238 8,672
Minority interest 5,487 9,414
Put options -- 20,188
Shareholders' equity:
Common stock, $.10 par value, authorized 350,000 shares,
issued and outstanding 158,376 shares (152,235 in 1999) 15,838 15,224
Capital in excess of par value 374,384 232,318
Retained earnings 127,697 71,689
Accumulated other comprehensive loss (51,031) (26,860)
--------- ---------
Total shareholders' equity 466,888 292,371
--------- ---------
Total liabilities and shareholders' equity $ 943,278 $ 634,514
========= =========
</TABLE>
The accompanying Notes to Consolidated Financial Statements are an integral
part of these balance sheets.
2
<PAGE>
IVAX CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Period Ended June 30, Three Months Six Months
(In thousands, except per share data) 2000 1999 2000 1999
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
NET REVENUES $ 184,654 $ 154,309 $ 366,543 $ 301,925
COST OF SALES 92,841 86,662 185,871 172,500
--------- --------- --------- ---------
Gross profit 91,813 67,647 180,672 129,425
--------- --------- --------- ---------
OPERATING EXPENSES:
Selling 22,965 18,839 42,982 36,271
General and administrative 18,642 20,888 42,817 42,476
Research and development 17,152 13,434 32,662 24,778
Amortization of intangible assets 1,787 540 3,755 1,149
Reversal of restructuring reserve (3,144) -- (3,144) --
--------- --------- --------- ---------
Total operating expenses 57,402 53,701 119,072 104,674
--------- --------- --------- ---------
Income from operations 34,411 13,946 61,600 24,751
OTHER INCOME (EXPENSE):
Interest income 3,635 1,712 4,689 4,167
Interest expense (5,203) (1,320) (7,245) (2,687)
Other income, net 737 1,664 5,559 4,597
--------- --------- --------- ---------
Total other income (expense), net (831) 2,056 3,003 6,077
--------- --------- --------- ---------
Income from continuing operations before
income taxes and minority interest 33,580 16,002 64,603 30,828
PROVISION FOR INCOME TAXES 1,142 2,394 6,186 6,485
--------- --------- --------- ---------
Income from continuing operations
before minority interest 32,438 13,608 58,417 24,343
MINORITY INTEREST (202) (488) (438) (1,506)
--------- --------- --------- ---------
Income from continuing operations 32,236 13,120 57,979 22,837
INCOME FROM DISCONTINUED OPERATIONS -- 290 -- 580
--------- --------- --------- ---------
Income before extraordinary items 32,236 13,410 57,979 23,417
EXTRAORDINARY ITEMS - gain (loss) on
extinguishment of debt, net of taxes in 1999 (2,254) 85 (2,254) 118
--------- --------- --------- ---------
NET INCOME $ 29,982 $ 13,495 $ 55,725 $ 23,535
========= ========= ========= =========
BASIC EARNINGS PER COMMON SHARE:
Continuing operations $ .20 $ .08 $ .37 $ .14
Extraordinary items (.01) -- (.01) --
--------- --------- --------- ---------
Net income $ .19 $ .08 $ .36 $ .14
========= ========= ========= =========
DILUTED EARNINGS PER COMMON SHARE:
Continuing operations $ .19 $ .08 $ .35 $ .14
Extraordinary items (.01) -- (.01) --
--------- --------- --------- ---------
Net income $ .18 $ .08 $ .34 $ .14
========= ========= ========= =========
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING:
Basic 154,934 162,831 155,098 165,834
========= ========= ========= =========
Diluted 162,657 165,134 162,209 168,176
========= ========= ========= =========
</TABLE>
The accompanying Notes to Consolidated Financial Statements are an
integral part of these statements.
3
<PAGE>
IVAX CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Six months Ended June 30, 2000 1999
--------- ---------
<S> <C> <C>
(In thousands)
Cash flows from operating activities:
Net income $ 55,725 $ 23,535
Adjustments to reconcile net income to net cash
flows from operating activities:
Reversal of restructuring reserve established in prior years (3,144) --
Depreciation and amortization 14,904 12,942
Deferred tax benefit (2,889) (3,024)
Provision for allowances for doubtful accounts 550 2,479
Minority interest 438 1,506
Equity in earnings of affiliates (377) 31
Loss (gain) on extinguishment of debt 2,254 (182)
Gain on sale of product rights (1,813) (2,032)
Net (gain) loss on disposal of assets (841) 402
Income from discontinued operations -- (580)
Changes in assets and liabilities:
(Increase) decrease in accounts receivable (3,827) 6,941
(Increase) decrease in inventories (25,348) 2,758
Decrease in other current assets 6,496 7,439
(Increase) decrease in other assets (4,925) 251
Decrease in accounts payable, accrued expenses
and other current liabilities (985) (21,227)
Decrease in other long-term liabilities (513) (1,913)
--------- ---------
Net cash flows from operating activities 35,705 29,326
--------- ---------
Cash flows from investing activities:
Proceeds from divestitures -- 580
Proceeds from sale of assets 29 737
Proceeds from sale of product rights 1,813 2,032
Capital expenditures (19,269) (16,555)
Acquisitions of patents, trademarks, licenses
and other intangibles (1,476) (418)
Acquisition of businesses and other (4,531) (4,780)
--------- ---------
Net cash flows from investing activities (23,434) (18,404)
--------- ---------
Cash flows from financing activities:
Borrowings on long-term debt and loans payable 251,386 2,055
Payments on long-term debt and loans payable (52,129) (8,705)
Issuance of common stock 23,481 6,044
Repurchases of common stock -- (108,640)
--------- ---------
Net cash flows from financing activities 222,738 (109,246)
--------- ---------
Effect of exchange rate changes on cash (6,714) (2,712)
--------- ---------
Net increase (decrease) in cash and cash equivalents 228,295 (101,036)
Cash and cash equivalents at the beginning of the year 41,408 208,593
--------- ---------
Cash and cash equivalents at the end of the period $ 269,703 $ 107,557
========= =========
Supplemental disclosures:
Interest paid $ 3,176 $ 2,555
========= =========
Income tax payments, net $ 8,390 $ 7,769
========= =========
</TABLE>
See Note 5, Acquisitions, for non-cash portion of acquisition of Laboratorios
Elmor, S.A. and 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 six months ended June 30, 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:
June 30, December 31,
2000 1999
----------- -----------
Raw materials $ 65,098 $ 62,932
Work-in-process 27,819 10,773
Finished goods 79,857 72,919
----------- -----------
Total $ 172,774 $ 146,624
=========== ===========
(3) EARNINGS PER SHARE:
A reconciliation of the denominator of the basic and diluted earnings
per share computation is as follows (in thousands):
<TABLE>
<CAPTION>
Period Ended June 30, Three Months Six Months
2000 1999 2000 1999
------- ------- ------- -------
<S> <C> <C> <C> <C>
Basic weighted average number of shares outstanding 154,934 162,831 155,098 165,834
Effect of dilutive securities - stock options and warrants 7,723 2,303 7,111 2,342
------- ------- ------- -------
Diluted weighted average number of shares outstanding 162,657 165,134 162,209 168,176
======= ======= ======= =======
Not included in the calculation of diluted earnings per
share because their impact is antidilutive:
Stock options outstanding -- 4,592 -- 4,820
Convertible Notes/Warrants 3,624 3,261 1,812 3,261
Put options -- 2,250 -- 2,250
</TABLE>
(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.
5
<PAGE>
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 $44,096 and $58,322, respectively, at June 30, 2000 and $38,065
and $61,241, respectively, at December 31, 1999.
(5) ACQUISITIONS:
During the first six months of 2000, IVAX, through its Netherlands
subsidiary IVAX International B.V., purchased additional shares of Galena, a.s.,
its majority-owned subsidiary in the Czech Republic. The total cost of the
shares acquired through open market transactions during the first six months of
2000 was $8,190. The net book value underlying the shares purchased was $5,324
resulting in goodwill of $2,866 being recorded in the accompanying consolidated
balance sheet at June 30, 2000. Prior to these purchases, IVAX owned 86% of the
outstanding shares of Galena, a.s. At June 30, 2000, IVAX owned 95% of the
outstanding shares of Galena, a.s.
On June 19, 2000, IVAX acquired, through the acquisition of two holding
companies, Laboratorios Elmor, S.A. ("Elmor"), a company located in Caracas,
Venezuela, for $60,000. Elmor manufactures, markets, and distributes
pharmaceutical products in Venezuela. The purchase price of $60,000 was funded
by the issuance of $55,000 in IVAX common stock (approximately 1,585 shares at
an average fair market value of $34.70 per share) and $5,000 in cash, but
reduced by $7,670 of cash acquired. Subsequent to June 30, 2000, IVAX acquired
certain other assets utilized in the business of Elmor for additional cash, net
of cash acquired, of approximately $2,275. The acquisition is accounted for as a
purchase, accordingly, the purchase price will be allocated to the assets
acquired and liabilities assumed once final information concerning asset and
liability valuations is received. The operating results of the acquired business
are included in the consolidated financial statements from the acquisition date.
Pre-acquisition operating results were not material in relation to IVAX'
consolidated results of operations.
(6) RESTRUCTURING COSTS:
The components of restructuring costs, spending and other activity, as
well as the remaining reserve balances at June 30, 2000, which are included in
"Accrued expenses and other current liabilities" in the accompanying
consolidated balance sheets, are as follows:
<TABLE>
<CAPTION>
Employee
Termination Plant
Benefits Closures Total
--------- --------- ---------
<S> <C> <C> <C>
Balance at January 1, 2000 $ 1,560 $ 4,423 $ 5,983
Cash payments during 2000 (719) (267) (986)
Reversal of restructuring reserve established
in prior years 76 (3,220) (3,144)
Non-cash activity (14) 98 84
--------- --------- ---------
Balance at June 30, 2000 $ 903 $ 1,034 $ 1,937
========= ========= =========
</TABLE>
The reversal, in the second quarter of 2000, of restructuring reserves
established in prior years is a result of a change in strategy to keep the
Northvale, New Jersey pharmaceutical facility operating as backup capacity in
the event of hurricane damage at the Puerto Rico facility.
(7) 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.
6
<PAGE>
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 six months of 2000, IVAX paid $3,074 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 was due January
17, 2001 and bore interest at 10%, payable quarterly. In conjunction with the
loan, FNLP was issued a warrant to purchase 750 shares of IVAX' common stock at
an exercise price of $12 per share. The warrant is exercisable through November
2006. During the first six months of 2000, IVAX amortized to interest expense
$2,128 of the value of the warrant issued to FNLP. On June 30, 2000, the $50,000
loan from FNLP was repaid resulting in the write-off of the remaining $2,254 of
debt issue costs as an extraordinary item.
During May 2000, IVAX consummated a private offering of $250,000 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 $243,750 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. The 5.5% Notes are convertible at any time prior to
maturity, unless previously redeemed, into .0269 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 5.5% 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) INCOME TAXES:
The provision for income taxes from continuing operations consists of
the following:
<TABLE>
<CAPTION>
Period Ended June 30, Three Months Six Months
(In thousands) 2000 1999 2000 1999
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Current:
United States $ -- $ 863 $ 250 $ 1,881
Foreign, including Puerto Rico
and U.S. Virgin Islands 4,397 4,659 8,825 7,628
Deferred (3,255) (3,128) (2,889) (3,024)
------------- ------------- ------------- -------------
Provision for income taxes $ 1,142 $ 2,394 $ 6,186 $ 6,485
============= ============= ============= =============
</TABLE>
The $250 tax provision recognized by domestic operations for the six
months ended June 30, 2000 was favorably impacted by $75,114 utilization of net
operating loss carryforwards, which had been previously reserved. During the
second quarter of 2000, IVAX recognized a $45,000 U.S. taxable gain on the
intercompany sale of certain assets. This taxable gain is not included in book
income as it was eliminated in consolidation. Also, during the second quarter,
$2,983 of the valuation allowance previously recorded against the domestic net
deferred tax asset was reversed due to management's expectation of increased
domestic taxable income. As of June 30, 2000, a domestic net deferred tax asset
of $13,502 and a foreign net deferred tax asset of $10,105 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 $68,203, or 83%, of the deferred tax asset balance. Approximately
$19,118 of the valuation allowance relates to the tax benefit of stock options
exercised which has not yet been credited to capital in excess of par value.
Realization of the net deferred tax assets is dependent upon generating
sufficient future
7
<PAGE>
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.
(9) 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 generated premiums
totaling $2,079 which were credited to "Capital in excess of par value" in the
accompanying consolidated balance sheets. As of June 30, the put options expired
unexercised.
At IVAX' June 15, 2000 Annual Meeting of Shareholders, an increase in
the number of authorized shares of common stock from 250,000 to 350,000 was
approved.
(10) COMPREHENSIVE INCOME:
The components of IVAX' comprehensive income (loss) are as follows:
<TABLE>
<CAPTION>
Period Ended June 30, Three Months Six Months
(In thousands) 2000 1999 2000 1999
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Net income $ 29,982 $ 13,495 $ 55,725 $ 23,535
Unrealized gains (losses) on marketable
securities, net of taxes (95) 67 184 25
Foreign currency translation adjustments (17,917) (4,462) (24,355) (22,128)
------------- ------------- ------------- -------------
Comprehensive income $ 11,970 $ 9,100 $ 31,554 $ 1,432
============= ============= ============= =============
</TABLE>
(11) BUSINESS SEGMENT INFORMATION:
Other revenues included in "Net revenues" in the accompanying
consolidated statements of operations consist of license fees, royalties and
product development fees, received primarily from two companies, totaling
$44,516 and $21,677 for the six months ended June 30, 2000 and 1999,
respectively.
(12) RECENTLY ISSUED ACCOUNTING STANDARDS:
IVAX is required to adopt SFAS No. 133, Accounting for Derivative
Instruments and Hedging Activities, as amended by SFAS 137 and 138, in the first
quarter of 2001. SFAS No. 133, as amended, 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, as amended, 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, as amended,
requires implementation in the fourth quarter of 2000. As a result, IVAX
commenced a review of its revenue recognition policies for
8
<PAGE>
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. 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 fourth 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.
In May 2000, the EITF reached consensus on Issue No. 00-14, "Accounting
for Coupons, Rebates, and Discounts", which prescribes the accounting for and
classification of sales rebates and discounts. At its July 19-20 meeting the
EITF delayed the transition date to correspond with implementation of SAB No.
101. Implementation of EITF No. 00-14 is not expected to have a significant
impact on IVAX' results of operations.
(13) LEGAL PROCEEDINGS:
With respect to the case styled Alan M. Harris et al. v. IVAX
Corporation, Phillip Frost, et al., previously reported in IVAX's Annual Report
on Form 10-K for the year ended December 31, 1999, on April 20, 2000 the
appellate court denied the plaintiffs' motion for rehearing.
With respect to the case styled Malin, et al. v. IVAX Corporation,
Phillip Frost, et al., previously reported in IVAX's Annual Report on Form 10-K
for the year ended December 31, 1999, on July 6, 2000 the appellate court
affirmed the dismissal of the complaint.
Zenith Goldline has been named in four additional class action lawsuits
containing allegations similar to those in the Louisiana Wholesale case,
previously reported in IVAX's Annual Report on Form 10-K for the year ended
December 31, 1999.
(14) SUBSEQUENT EVENTS:
On August 4, 2000, IVAX announced that it has entered into a definitive
agreement to acquire privately held Wakefield Pharmaceuticals, Inc. Wakefield is
engaged in the marketing and sale of respiratory products to allergists,
otolaryngologists, pulmonologists and primary care physicians. The transaction
is subject to approval by the shareholders of Wakefield Pharmaceuticals, a
majority of which have agreed to vote in favor of the transaction.
9
<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
Six months ended June 30, 2000 compared to the six months ended June 30, 1999
Net income was $55.7 million, or $.34 per share (diluted), for the six
months ended June 30, 2000, compared to $23.5 million, or $.14 per share, for
the six months ended June 30, 1999. Income from continuing operations was $58.0
million, or $.35 per share (diluted), for the six months ended June 30, 2000,
compared to $22.8 million, or $.14 per share, for the same period of the prior
year.
Net Revenues and Gross Profit
Net revenues for the six months ended June 30, 2000 totaled $366.5
million, an increase of $64.6 million, or 21%, from the $301.9 million reported
in the same period of the prior year. Net revenues from IVAX' domestic
operations increased by $32.0 million while revenues from IVAX' international
operations increased by $32.6 million.
Domestic net revenues totaled $180.4 million for the six months ended
June 30, 2000, compared to $148.4 million for the same period of 1999. The $32.0
million, or 22%, increase in domestic net revenues was primarily attributable to
higher sales volume of certain generic pharmaceutical products partially offset
by lower prices and higher sales returns and allowances.
IVAX' international operations generated net revenues of $186.1 million
for the six months ended June 30, 2000, compared to $153.5 million for the same
period of the prior year. The $32.6 million, or 21%, increase in international
net revenues was primarily due to increased license fees, royalties and product
development fees, received primarily from two companies, and higher sales volume
at IVAX' United Kingdom subsidiary.
10
<PAGE>
Gross profit for the six months ended June 30, 2000 increased $51.2
million, or 39.6%, from the same period of the prior year. Gross profit was
$180.7 million (49% of net revenues) for the six months ended June 30, 2000,
compared to $129.4 million (43% of net revenues) for the six months ended June
30, 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 $43.0 million (12% of net revenues) for the
six months ended June 30, 2000, compared to $36.3 million (12% of net revenues)
for the six months ended June 30, 1999, an increase of $6.7 million, or 18.5%.
The increase was primarily attributable to increased sales force and promotional
costs at IVAX' domestic and international operations.
General and administrative expenses totaled $42.8 million (11.7% of net
revenues) for the six months ended June 30, 2000, compared to $42.5 million (14%
of net revenues) for the six months ended June 30, 1999, an increase of $0.3
million, or 1%.
Research and development expenses for the six months ended June 30,
2000 increased 31.8% to a total of $32.7 million (8.9% of net revenues),
compared to the six months ended June 30, 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 increased $0.5 million and interest expense increased
$4.6 million for the six months ended June 30, 2000, as compared to the six
months ended June 30, 1999. Other income, net increased $1.0 million for the six
months ended June 30, 2000, as compared to the six months ended June 30, 1999.
Three months ended June 30, 2000 compared to the three months ended June 30,
1999
Net income was $30.0 million, or $.18 per share (diluted), for the
three months ended June 30, 2000, compared to $13.5 million, or $.08 per share,
for the three months ended June 30, 1999. Income from continuing operations was
$32.2 million, or $.19 per share (diluted), for the three months ended June 30,
2000, compared to $13.1 million, or $.08 per share, for the same period of the
prior year.
Net Revenues and Gross Profit
Net revenues for the three months ended June 30, 2000 totaled $184.7
million, an increase of $30.3 million, or 19.7%, from the $154.3 million
reported in the same period of the prior year. Net revenues from IVAX' domestic
operations increased by $12.7 million while revenues from IVAX' international
operations increased by $17.6 million.
Domestic net revenues totaled $90.0 million for the three months ended
June 30, 2000, compared to $77.2 million for the same period of 1999. The $12.8
million, or 16.5%, 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.
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IVAX' international operations generated net revenues of $94.7 million
for the three months ended June 30, 2000, compared to $77.1 million for the same
period of the prior year. The $17.6 million, or 23%, increase in international
net revenues was primarily due to increased license fees, royalties and product
development fees, received primarily from two companies.
Gross profit for the three months ended June 30, 2000 increased $24.2
million, or 36%, from the same period of the prior year. Gross profit was $91.8
million (49.7% of net revenues) for the three months ended June 30, 2000,
compared to $67.6 million (44% of net revenues) for the three months ended June
30, 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 $23.0 million (12.4% of net revenues) for the
three months ended June 30, 2000, compared to $18.8 million (12.2% of net
revenues) for the three months ended June 30, 1999, an increase of $4.1 million,
or 22%. The increase was primarily attributable to increased sales force and
promotional costs at IVAX' domestic and international operations.
General and administrative expenses totaled $18.6 million (10.1% of net
revenues) for the three months ended June 30, 2000, compared to $20.9 million
(13.5% of net revenues) for the three months ended June 30, 1999, a decrease of
$2.2 million, or 10.8%. The decrease is a combination of Year 2000 expenses
incurred at the United Kingdom operations in 1999 and lower costs at Far East
operations.
Research and development expenses for the three months ended June 30,
2000 increased 27.7% to a total of $17.2 million (9.3% of net revenues),
compared to the three months ended June 30, 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.
The reversal, in the second quarter of 2000, of restructuring reserves
established in prior years is a result of a change in strategy to keep the
Northvale, New Jersey pharmaceutical facility operating as backup capacity in
the event of hurricane damage at the Puerto Rico facility.
Other Income (Expense)
Interest income increased $1.9 million and interest expense increased
$3.9 million for the three months ended June 30, 2000, as compared to the three
months ended June 30, 1999. Other income, net decreased $0.9 million for the
three months ended June 30, 2000, as compared to the three months ended June 30,
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, as amended,
requires implementation in the fourth quarter of 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.
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SAB No. 101 will require IVAX to change its accounting method for such
licensing payments. 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 fourth 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.
In May 2000, the EITF reached consensus on Issue No. 00-14, "Accounting
for Coupons, Rebates, and Discounts", which prescribes the accounting for and
classification of sales rebates and discounts. At its July 19-20 meeting the
EITF delayed the transition date to correspond with implementation of SAB No.
101. Implementation of EITF No. 00-14 is not expected to have a significant
impact on IVAX' results of operations.
Liquidity and Capital Resources
At June 30, 2000, IVAX' working capital was $384.3 million, compared to
$124.4 million at December 31, 1999. Cash and cash equivalents totaled $269.7
million at June 30, 2000, as compared to $41.4 million at December 31, 1999.
Net cash of $35.7 million was provided by operating activities during
the first six months of 2000, compared to $29.3 million during the same period
of 1999. The increase in cash provided by operating activities was primarily the
result of improved operating earnings.
Net cash of $23.4 million used for investing activities during the
first six months of 2000 is primarily attributable to $19.3 million for capital
expenditures, $4.5 million, net, in the acquisition of the additional common
stock of Galena, a.s., the Czech Republic subsidiary, increasing IVAX' ownership
from 86% to 95%, the cash portion of the acquisition price of Laboratorios
Elmor, S.A., and $1.5 million for the acquisitions of patents and licenses.
During the second quarter of 2000, IVAX issued approximately 1.6
million shares of common stock to acquire Elmor.
Net cash of $222.7 million provided from financing activities during
the first six months of 2000 is primarily attributable to $243.8 million, net
proceeds, from the issuance of convertible debentures in May, payment of $52.1
million of short-term loans and $23.5 million from the issuance of common stock.
The use in 1999 is primarily attributable to the repurchases of common stock
during the first two quarters.
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
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marketed. IVAX may consider issuing additional debt or equity securities in the
future to fund potential acquisitions and growth.
Currency Fluctuations
For the six months ended June 30, 2000 and 1999, approximately 51%, 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
$8.6 million for the six months ended June 30, 2000, as compared to the same
period of the prior year.
Income Taxes
IVAX recognized a $6.2 million tax provision for the six months ended
June 30, 2000, of which $8.8 million related to foreign operations. The $0.3
million tax provision recognized by domestic operations was favorably impacted
by $75.1 million utilization of net operating loss carryforwards, which had been
previously reserved. During the second quarter of 2000, IVAX recognized a $45.0
million U.S. taxable gain on the intercompany sale of certain assets. This
taxable gain is not included in book income as it was eliminated in
consolidation. Also, during the second quarter, $3.0 million of the valuation
allowance previously recorded against the domestic net deferred tax asset was
reversed due to management's expectation of increased domestic taxable income.
As of June 30, 2000, domestic and foreign net deferred tax assets
totaled $13.5 million and $10.1 million, respectively. The domestic net deferred
tax asset includes a valuation allowance of $68.2 million, or 83%, of the
deferred tax asset balance. Approximately $19.1 million of the valuation
allowance relates to the tax benefit of stock options exercised which has not
yet been credited to capital in excess of par value. 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
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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
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.
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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 obligation is its 5.5%
Convertible Senior Subordinated Notes, which bear a fixed rate 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.
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PART II - OTHER INFORMATION
Item 1 - Legal Proceedings
With respect to the case styled Alan M. Harris et al. v. IVAX
Corporation, Phillip Frost, et al., previously reported in IVAX's Annual Report
on Form 10-K for the year ended December 31, 1999, on April 20, 2000 the
appellate court denied the plaintiffs' motion for rehearing.
With respect to the case styled Malin, et al. v. IVAX Corporation,
Phillip Frost, et al., previously reported in IVAX's Annual Report on Form 10-K
for the year ended December 31, 1999, on July 6, 2000 the appellate court
affirmed the dismissal of the complaint.
Zenith Goldline has been named in four additional class action lawsuits
containing allegations similar to those in the Louisiana Wholesale case,
previously reported in IVAX's Annual Report on Form 10-K for the year ended
December 31, 1999.
Item 2 - Changes in Securities and Use of Proceeds
During May 2000, IVAX sold $250.0 million of its 5.5% Convertible
Senior Subordinated Notes due 2007. The 5.5% Notes were sold to Qualified
Institutional Buyers pursuant to Rule 144A of the Securities Act of 1933, as
amended. The aggregate offering price of the 5.5% Notes was $250.0 million and
the aggregate underwriting discounts and commissions were $6.25 million. The
5.5% Notes are convertible at any time prior to maturity, unless previously
redeemed, into .0269 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 5.5% 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.
On June 19, 2000, in connection with the acquisition of Elmor, IVAX issued
850,144 shares of common stock to the corporate shareholder. The shares were
issued pursuant to Section 4(2) of the Securities Act of 1933, as amended.
Item 4 - Submission of Matters to a Vote of Security Holders
IVAX' annual meeting of shareholders was held on June 15, 2000. The
following is a summary of the matters voted on at that meeting:
(a) The shareholders elected the entire Board of Directors. The persons
elected to IVAX' Board of Directors and the number of votes cast for and
withheld for each nominee for director were as follows:
Director For Withheld
-------- --- --------
Mark Andrews 142,969,267 2,942,636
Ernst Biekert, Ph.D. 142,928,313 2,983,590
Charles M. Fernandez 141,894,683 4,017,220
Jack Fishman, Ph.D. 142,965,450 2,946,453
Neil Flanzraich 127,629,781 18,282,122
Phillip Frost, M.D. 127,385,409 18,526,494
Jane Hsiao, Ph.D. 126,309,650 19,602,253
Isaac Kaye 127,400,983 18,510,920
(b) The shareholders approved an increase in the number of authorized
shares of common stock from 250 million to 350 million. The number of votes cast
for, against, abstained and broker non-votes for
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the increase in authorized shares were as follows:
For Against Abstain Broker Non-Votes
--- ------- ------- ----------------
142,491,528 3,196,064 224,311 -
Item 6 - Exhibits and Reports on Form 8-K
(a) Exhibits
10.17 Stock Purchase Agreement dated June 19, 2000 between Filed herewith.
IVAX Corporation and Alpha Centura Holdings N.V.
10.18 Stock Purchase Agreement dated June 19, 2000 between Filed herewith.
IVAX Corporation and Mountainrise Trading Limited
27 Financial Data Schedule Filed herewith.
(b) Reports on Form 8-K
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.
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Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
IVAX Corporation
Date: August 14, 2000 By: /s/ Thomas E. Beier
-------------------
Thomas E. Beier
Senior Vice President-Finance
Chief Financial Officer
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EXHIBIT INDEX
Exhibit
10.17 Stock Purchase Agreement dated June 19, 2000 between IVAX Corporation
and Alpha Centura Holdings N.V.
10.18 Stock Purchase Agreement dated June 19, 2000 between IVAX Corporation
and Mountainrise Trading Limited
27 Financial Data Schedule
20
