================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------
FORM 10-Q
-------------------------
[X] 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 0-28454
ANDRX CORPORATION
(Exact name of registrant as specified in its charter)
FLORIDA 65-0366879
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4001 SOUTHWEST 47TH AVENUE 33314
FORT LAUDERDALE, FL (Zip Code)
(Address of Principal
Executive Offices)
954-584-0300
(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 twelve 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 [ ]
As of May 5, 2000, 63,579,000 shares of the Registrant's only class of
common stock were issued and outstanding.
================================================================================
<PAGE>
ANDRX CORPORATION
INDEX TO THE FORM 10-Q
FOR THE QUARTER ENDED MARCH 31, 2000
Page
Number
------
INDEX TO FORM 10-Q
PART I. FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
Unaudited Consolidated Balance Sheets -
as of March 31, 2000 and December 31, 1999 3
Unaudited Consolidated Statements of Income -
for the three months ended March 31, 2000 and 1999 4
Unaudited Consolidated Statements of Cash Flows -
for the three months ended March 31, 2000 and 1999 5
Notes to Unaudited Consolidated Financial Statements 6
Unaudited Pro Forma Condensed Consolidated
Financial Data 11
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of Operations 19
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 26
Item 6. Exhibits and Reports on Form 8-K 26
SIGNATURES 27
2
<PAGE>
ANDRX CORPORATION AND SUBSIDIARIES
PART I
FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
UNAUDITED CONSOLIDATED BALANCE SHEETS
(in thousands, except for share and per share amounts)
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
2000 1999
--------- ---------
<S> <C> <C>
ASSETS
Current assets
Cash and cash equivalents $ 26,904 $ 32,555
Investments available-for-sale 87,867 90,863
Accounts receivable, net of allowances of $5,285 and $6,426
as of March 31, 2000 and December 31, 1999, respectively 64,280 72,032
Inventories 78,263 78,771
Deferred income tax assets, net 18,435 18,442
Prepaid and other current assets, net 14,552 11,658
--------- ---------
Total current assets 290,301 304,321
Property, plant and equipment, net 48,157 38,271
Other assets, net 24,668 15,362
--------- ---------
Total assets $ 363,126 $ 357,954
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable $ 46,325 $ 51,863
Accrued liabilities 28,377 35,639
Bank loan 20,370 20,226
Income taxes payable 9,387 15,730
--------- ---------
Total current liabilities 104,459 123,458
Commitments and contingencies (Notes 7 and 8)
Minority interest 12,029 13,524
Shareholders' equity
Convertible preferred stock; $0.001 par
value, 1,000,000 shares authorized; none
issued and outstanding -- --
Common stock; $0.001 par value, 100,000,000
shares authorized; 63,484,700 and 62,973,000
issued and outstanding as of March 31, 2000
and December 31, 1999, respectively 63 63
Additional paid-in capital 149,968 140,700
Retained earnings 96,674 80,303
Accumulated other comprehensive loss, net of taxes (67) (94)
--------- ---------
Total shareholders' equity 246,638 220,972
--------- ---------
Total liabilities and shareholders' equity $ 363,126 $ 357,954
========= =========
</TABLE>
The accompanying notes to the unaudited consolidated financial statements are
an integral part of these unaudited consolidated balance sheets.
3
<PAGE>
ANDRX CORPORATION AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except for share and per share amounts)
THREE MONTHS ENDED
MARCH 31,
---------------------------
2000 1999
------------ ------------
Revenues
Distributed products $ 67,826 $ 63,025
Manufactured products 44,114 4,373
Stipulation fees -- 10,000
Licensing and other 3,538 526
------------ ------------
Total revenues 115,478 77,924
------------ ------------
Operating expenses
Cost of goods sold 63,204 52,826
Selling, general and administrative 11,542 9,591
Research and development 8,211 4,315
Cybear, Inc. Internet operating expenses 6,339 2,795
Cybear, Inc. merger costs 832 --
------------ ------------
Total operating expenses 90,128 69,527
------------ ------------
Income from operations 25,350 8,397
Other income (expense)
Minority interest 1,820 51
Gain on sale of Cybear, Inc. shares -- 300
Interest income, net 1,531 366
Interest expense (474) (154)
------------ ------------
Income before income taxes 28,227 8,960
Income taxes 11,856 2,016
------------ ------------
Net income $ 16,371 $ 6,944
============ ============
Basic net income per share $ 0.26 $ 0.11
============ ============
Diluted net income per share $ 0.25 $ 0.11
============ ============
Basic weighted average shares of common
stock outstanding 63,212,600 60,871,900
============ ============
Diluted weighted average shares of common
stock outstanding 65,832,200 64,625,300
============ ============
The accompanying notes to unaudited consolidated financial statements
are an integral part of these unaudited consolidated statements.
4
<PAGE>
ANDRX CORPORATION AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
-------------------
2000 1999
-------- --------
<S> <C> <C>
Cash flows from operating activities
Net income $ 16,371 $ 6,944
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 1,749 862
Gain on sale of Cybear, Inc. shares -- (300)
Minority interest (1,820) (51)
Changes in operating assets and liabilities:
Accounts receivable 13,348 (1,834)
Inventories 4,670 (19,277)
Prepaid and other assets (3,478) (811)
Accounts payable and accrued liabilities (16,935) 12,741
Income taxes payable (6,343) 2,306
-------- --------
Net cash provided by operating activities 7,562 580
-------- --------
Cash flows from investing activities
Purchases of property, plant and equipment (10,291) (4,600)
Maturities (purchases) of investments available-for-sale, net 3,038 (11,188)
Acquisition of Valmed Pharmaceutical, Inc., net of cash acquired (15,081) --
-------- --------
Net cash used in investing activities (22,334) (15,788)
-------- --------
Cash flows from financing activities
Proceeds from exercises of stock options and warrants 3,019 1,501
Net borrowings under bank loan 144 6,099
Income tax benefits related to exercises of stock options 6,284 1,459
Proceeds from sale of Cybear, Inc. shares -- 300
Capital transactions of Cybear, Inc., net (326) 90
-------- --------
Net cash provided by financing activities 9,121 9,449
-------- --------
Net decrease in cash and cash equivalents (5,651) (5,759)
Cash and cash equivalents, beginning of period 32,555 17,459
-------- --------
Cash and cash equivalents, end of period $ 26,904 $ 11,700
======== ========
Supplemental disclosure of cash paid during the period for:
Interest $ 474 $ 154
======== ========
Income taxes $ 11,915 $ 115
======== ========
</TABLE>
The accompanying notes to the unaudited consolidated financial statements
are an integral part of these unaudited consolidated statements.
5
<PAGE>
ANDRX CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2000
(in thousands, except for share and per share amounts)
1. GENERAL
In the opinion of management, the accompanying unaudited consolidated
financial statements have been prepared by Andrx Corporation ("Andrx" or the
"Company") pursuant to the rules and regulations of the Securities and Exchange
Commission ("SEC"). Certain information and footnote disclosures normally
included in annual financial statements prepared in accordance with accounting
principles generally accepted in the United States have been condensed or
omitted pursuant to those rules and regulations. However, management believes
that the disclosures contained herein are adequate to make the information
presented not misleading. The unaudited consolidated financial statements
reflect, in the opinion of management, all material adjustments (which include
only normal recurring adjustments) necessary to present fairly the Company's
unaudited financial position and results of operations. The unaudited results of
operations and cash flows for the three months ended March 31, 2000 are not
necessarily indicative of the results of operations or cash flows which may be
expected for the remainder of 2000. The unaudited consolidated financial
statements should be read in conjunction with the consolidated financial
statements and related notes included in the Company's Annual Report on Form
10-K for the year ended December 31, 1999.
Certain prior year amounts have been reclassified to conform to the
current year presentation.
On February 20, 2000, Andrx' Board of Directors approved a two-for-one
stock split in the form of a stock dividend to shareholders of record at the
close of business on March 15, 2000. Such stock dividend was distributed in
April 2000. In connection with this stock split, the Company's authorized shares
of common stock were increased from 50 million to 100 million. Anti-dilutive
adjustments have been made to the Company's Stock Option Plan and the options
outstanding thereunder.
All share and per share amounts included herein give effect to the
two-for-one stock splits distributed in June 1999 and April 2000.
2. EQUITY OFFERING
On April 3, 2000 Andrx filed a registration statement with the SEC
relating to a proposed underwritten public offering of 7,350,000 shares of
common stock. It is anticipated that Andrx will be selling 6,001,684 shares. The
net proceeds from this offering will be used for the expansion of manufacturing,
research and development and administrative facilities, research and development
for branded and bioequivalent products, acquisition of products, product
candidates and/or companies, working capital requirements and other general
corporate purposes. One shareholder (Watson Pharmaceuticals, Inc.) will be
selling 1,348,316 shares in the offering.
6
<PAGE>
ANDRX CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2000
(in thousands, except for share and per share amounts)
3. ACQUISITION OF VALMED PHARMACEUTICAL, INC.
On March 15, 2000 Andrx acquired Valmed Pharmaceutical, Inc.
("Valmed"), a privately owned distributor of bioequivalent pharmaceuticals
headquartered in Grand Island, New York. The acquisition was accounted for using
the purchase method of accounting. Accordingly, the excess of the total purchase
price of $15,500, including transaction costs, over the fair value of the net
assets acquired was approximately $8,700, representing goodwill, and is included
in Other Assets in the accompanying unaudited consolidated balance sheets. Such
goodwill is being amortized on a straight-line basis over its estimated life of
15 years.
Due to immateriality, pro forma information is not included herein.
4. INCOME TAXES
For the three months ended March 31, 2000, the Company provided $11,856
for Federal and state income taxes or 42% of income before income taxes. The
Company provided for income taxes of $1,412 in excess of the effective combined
Federal and state statutory rate of 37%, primarily due to Andrx' inability to
utilize its share of Cybear's losses, as Andrx' ownership of Cybear was reduced
below 80% on June 23, 1999. Accordingly, Cybear is excluded from Andrx'
consolidated income tax return and will file as a separate tax entity. Cybear's
net losses did not generate income tax benefits as Cybear's tax benefits of
$2,551 were fully offset by a corresponding increase in the valuation allowance
against its net deferred income tax assets due to the uncertainty of
realization.
For the three months ended March 31, 1999, the Company provided $2,016
for Federal and state income taxes or 22.5% of income before income taxes, which
was the Company's then estimated annual 1999 effective tax rate. The Company was
not required to provide for Federal and state income taxes for the three months
ended March 31, 1999 at the combined Federal and state statutory rate of 37%
primarily due to the reversal of a valuation allowance of $1,299 relating to
deferred tax assets resulting from net operating loss carryforwards.
7
<PAGE>
ANDRX CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2000
(in thousands, except for share and per share amounts)
Under the provisions of SFAS No. 109, as of March 31, 2000, the Company
had recorded a valuation allowance to reserve against 100% of the net deferred
income tax assets of Cybear of $6,508, which resulted after June 23, 1999 as
previously discussed.
The following table indicates the activity in the valuation allowance:
THREE MONTHS ENDED
MARCH 31,
---------------------
2000 1999
------- -------
Beginning Balance, January 1, $(3,957) $(7,989)
Utilized -- 1,299
Provided for Cybear, separate company (2,551) --
------- -------
Ending Balance, March 31, $(6,508) $(6,690)
======= =======
Net operating loss carryforwards are subject to review and possible
adjustment by the Internal Revenue Service and may be limited in the event of
certain cumulative changes in the ownership interest of significant shareholders
over a three-year period in excess of 50%.
5. COMPREHENSIVE INCOME
The components of the Company's comprehensive income are as follows:
THREE MONTHS ENDED
MARCH 31,
-------------------
2000 1999
------- ------
Net income $16,371 $6,944
Unrealized loss on investments
available-for-sale, net (27) (22)
------- ------
Comprehensive income $16,344 $6,922
======= ======
6. BUSINESS SEGMENTS
Effective December 31, 1998, the Company adopted the provisions of the
Statement of Financial Accounting Standards ("SFAS") No. 131, "Disclosures about
Segments of an Enterprise and Related Information." The provisions of SFAS No.
131 require the Company to disclose selected segment information on an interim
basis.
8
<PAGE>
ANDRX CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2000
(in thousands, except for share and per share amounts)
The Company operates in the following business segments:
o Anda, Inc. ("Anda") markets and distributes generic
pharmaceuticals manufactured by third parties primarily to
independent pharmacies and non-warehousing chains. Anda
includes the activity of Valmed after the acquisition date
(see Note 3). Anda sales exclude participation in the sales of
Andrx Pharmaceuticals, Inc.'s manufactured products.
o Andrx Pharmaceuticals, Inc. ("Andrx Pharmaceuticals") develops
bioequivalent versions of selected controlled-release brand
name pharmaceuticals utilizing its proprietary drug delivery
technologies and manufactures and sells such products.
o Aura Laboratories, Inc. ("Aura Labs") applies the proprietary
drug delivery technologies developed by Andrx Pharmaceuticals
to the development of brand name controlled-release
formulations of existing drugs.
o Cybear is an information technology company that is using the
Internet to improve efficiency of administrative and
communications tasks of managing patient care with a secure
and reliable transmission of information.
The category "Corporate and Other" consists of corporate headquarters,
which includes general and administrative expenses, interest income, income
taxes and adjustments for minority interest.
The Company evaluates the performance of the segments after all
intercompany sales are eliminated. The allocation of income taxes is not
evaluated at the segment level.
9
<PAGE>
ANDRX CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2000
(in thousands, except for share and per share amounts)
The following table presents financial information by business segment:
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31, 2000
----------------------------------------------------------------------------------------------
ANDRX AURA CORPORATE &
ANDA PHARMACEUTICALS LABS CYBEAR OTHER CONSOLIDATED
------- --------------- ------- ------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C>
Revenues $67,611 $47,636 $ -- $ 231 $ -- $115,478
Income (loss) from operations 4,131 33,757 (3,024) (7,149) (2,365) 25,350
Interest income -- -- -- 559 972 1,531
Interest expense (474) -- -- -- -- (474)
</TABLE>
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31, 1999
----------------------------------------------------------------------------------------------
ANDRX AURA CORPORATE &
ANDA PHARMACEUTICALS LABS CYBEAR OTHER CONSOLIDATED
------- --------------- ------- ------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C>
Revenues $63,025 $14,899 $ -- $ -- $ -- $ 77,294
Income (loss) from operations 6,321 8,121 (1,239) (2,794) (2,012) 8,397
Gain on sale of Cybear shares 300 -- -- -- -- 300
Interest income -- -- -- 1 365 366
Interest expense (154) -- -- -- -- (154)
</TABLE>
7. CONTINGENCIES
There have been no material developments in any legal matters described
in the Company's Annual Report on Form 10-K for the year ended December 31,
1999. However, on May 11, 2000, the United States District Court for the Eastern
District of Michigan denied the Company's and Aventis Group's motion to dismiss
the consolidated class actions challenging the Stipulation that the Company had
entered into with the Aventis Group relating to their Cardizem/registered mark/
CD patent litigation.
8. CYBEAR REORGANIZATION PLAN
In December 1999, Andrx announced a corporate reorganization plan
which, among other things, would give Andrx shareholders the ability to
distinguish between their investments in Andrx and Cybear. In March 2000, Andrx
and Cybear entered into a definitive agreement with respect to this
reorganization. This plan, which was recommended to the Cybear Board of
Directors by a special committee and approved by the boards of both Cybear and
Andrx, will create two classes of Andrx common stock, Cybear Group Common to
separately track the performance of Cybear and Andrx Group Common representing
the equity interests of Andrx other than its ownership of Cybear. In exchange
for their Andrx shares, Andrx shareholders will receive shares of Andrx Group
Common and Cybear Group Common. The plan will be submitted for approval to the
shareholders of Andrx and Cybear during 2000. Unaudited pro forma condensed
consolidated financial data giving pro forma effect to the Reorganization are
presented on page 11 of this Quarterly Report on Form 10-Q.
10
<PAGE>
ANDRX CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA
CONDENSED CONSOLIDATED FINANCIAL DATA
The unaudited pro forma condensed consolidated balance sheets as of
March 31, 2000 and the unaudited pro forma condensed consolidated statements of
operations for the three months ended March 31, 2000 and for the year ended
December 31, 1999, give pro forma effect to the corporate reorganization plan
(the "Reorganization") which will create two classes of Andrx common stock,
Cybear Group Common to separately track the performance of Cybear and Andrx
Group Common to represent the equity interests of Andrx other than its ownership
of Cybear. The unaudited pro forma condensed consolidated financial statements
do not give pro forma effect to the shares of common stock offered in the
pending underwritten equity offering (see Note 2 to notes to unaudited
consolidated financial statements).
In connection with the Reorganization, Andrx will acquire all of the
publicly traded shares of common stock of Cybear in what should be a tax-free
reorganization. Cybear's public shareholders currently own approximately 4.9
million shares or 27.6% of the common shares of Cybear as of March 31, 2000 and
those shareholders will receive one share of Cybear Group Common for every share
of Cybear common stock they currently own. In the Reorganization, the number of
Cybear shares held by Andrx will be reduced from 12.9 million shares to 10.8
million shares so as to provide the equivalent of a 20% increase in shares held
by the non-Andrx shareholders of Cybear. Upon completion of the Reorganization,
the non-Andrx shareholders of Cybear will own approximately 31.2% of the Cybear
Group Common following the closing of the transaction. Pursuant to the
Reorganization, each Andrx common share will be converted into (i) one share of
Andrx Group Common and (ii) approximately .1622 shares of Cybear Group Common.
Upon completion of the Reorganization, (i) Cybear will be a wholly owned
subsidiary of Andrx with 100% of its value publicly traded in the form of Cybear
Group Common, (ii) current Cybear public shareholders will own approximately
31.2% of the Cybear Group Common; and (iii) current Andrx shareholders will own
100% of the Andrx Group Common and approximately 68.8% of the Cybear Group
Common. The preceding share ownership and percentages exclude the potential
exercise by Edward E. Goldman, M.D., Cybear's Chief Executive Officer, of an
outstanding warrant to acquire 525,000 shares of Cybear common stock currently
owned by Andrx.
The unaudited pro forma condensed consolidated balance sheets give
effect to the Reorganization as if it occurred as of March 31, 2000. The
unaudited pro forma condensed consolidated statements of operations give effect
to the Reorganization as if it occurred at the beginning of the periods
presented.
11
<PAGE>
ANDRX CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA
CONDENSED CONSOLIDATED FINANCIAL DATA
Prior to the Reorganization, Andrx Corporation and subsidiaries had a
single class of common stock outstanding and, accordingly, presented
consolidated financial statements relating to that one class. As a result of the
Reorganization, Andrx Corporation will have two classes of common stock as
follows:
1. Cybear Group Common representing the equity interest and
businesses of the Cybear Group comprised of Andrx' Cybear
subsidiary, and
2. Andrx Group Common representing the equity interests and
businesses of the Andrx Group comprised of Andrx Corporation
and its subsidiaries other than the Cybear Group.
Accordingly, under the Reorganization, Andrx will present consolidated
financial statements and also separate financial statements relating to each
class of common stock.
Cybear Group and Andrx Group financial statements will include basic
and diluted earnings (loss) per share based on each group's respective operating
results and basic and diluted shares outstanding. The Andrx Corporation and
subsidiaries consolidated financial statements will not reflect consolidated
basic and diluted earnings (loss) per share since there will be no underlying
equity security related to the consolidated financial results. In connection
with the Reorganization, Cybear and members of the Andrx consolidated group will
enter into, among other things, a Federal and state tax sharing agreement. The
financial statements of Andrx Group and Cybear Group will utilize the separate
company method of accounting for purposes of allocating Federal and state
consolidated tax liabilities among group members. Under the terms of the tax
sharing agreement, a member of the group will be entitled to its income tax
benefits in the year generated to the extent that the member can utilize such
tax benefits in the year generated. To the extent that a member cannot utilize
its income tax benefits in the year generated, the member will not be
compensated in that year by other members of the Andrx consolidated group for
any utilization of those benefits. Instead, if and when a member leaves the
group, Andrx may elect to reimburse that member for any unreimbursed income tax
benefits utilized. That reimbursement will take the form of a capital investment
by Andrx, for which it will receive stock. In the case of any "tracking stock"
members, such as the Cybear Group, the stock received by Andrx shall be in the
form of tracking shares. In addition, if any member of the group causes another
member to become subject to state tax in a state where it would otherwise not be
taxed on a separate company basis, the member causing the tax liability shall be
fully responsible for the state tax of the other member.
12
<PAGE>
ANDRX CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA
CONDENSED CONSOLIDATED FINANCIAL DATA
For financial statement purposes, at such time as the Cybear Group
achieves profitability, if ever, or is otherwise able to recognize its tax
benefits under accounting principles generally accepted in the United States,
the Cybear Group will recognize the benefit of its accumulated income tax
benefits (which had previously been utilized by the Andrx Group) in its
statement of operations with a corresponding decrease to the Cybear Group's
shareholders' equity (i.e., effectively accounted for as a non-cash dividend).
To the extent the Andrx Group is profitable and is able to utilize such tax
benefit and the Cybear Group is generating losses, it is expected that the Andrx
Group effective tax rate will be less than the statutory Federal and state rate.
If the Cybear Group is ever able to attain profitability or is otherwise able to
recognize its tax benefits, the Andrx Group effective tax rate may be greater
than the statutory Federal and state income tax rate to the extent of the Cybear
Group's then unreimbursed accumulated tax benefits that can be realized (the
Andrx Group will then reverse the tax benefits previously recorded, i.e.,
effectively transferring such tax benefits to the Cybear Group in the form of a
non-cash equity transaction.)
The unaudited pro forma condensed consolidated financial data are
provided for informational purposes only and are not necessarily indicative of
the results of operations or financial position had the transactions assumed
therein occurred, nor are they necessarily indicative of the results of
operations that may be expected to occur in the future. Consummation of the
transaction is subject to various conditions, including approval by shareholders
of Andrx and Cybear. In addition to shareholder approval, the transaction will
be subject to various Federal and state regulatory approvals, and accordingly,
no assurance can be given that this transaction will be consummated. Andrx and
Cybear will file a joint proxy statement and a registration statement with
respect to the proposed transaction. Furthermore, the unaudited pro forma
condensed consolidated financial data are based upon assumptions the Company
believes are reasonable and should be read in conjunction with the unaudited
consolidated financial statements and the accompanying notes thereto included
elsewhere in this Form 10-Q and the consolidated financial statements and
accompanying notes thereto for the year ended December 31, 1999, included in the
Company's Annual Report on Form 10-K for the year ended December 31, 1999.
13
<PAGE>
ANDRX CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED
CONSOLIDATED BALANCE SHEETS
(in thousands)
<TABLE>
<CAPTION>
MARCH 31, 2000
----------------------------------------------------------------------
HISTORICAL PRO FORMA PRO FORMA PRO FORMA
ANDRX PRO FORMA ANDRX CYBEAR ANDRX
CONSOLIDATED ADJUSTMENTS CONSOLIDATED GROUP GROUP
------------ ----------- ------------ ---------- ---------
<S> <C> <C> <C> <C> <C>
ASSETS
Current assets
Cash and cash equivalents $ 26,904 $ -- $ 26,904 $ 1,040 $ 25,864
Investments available-for-sale 87,867 -- 87,867 25,703 62,164
Accounts receivable, net 64,280 -- 64,280 162 64,118
Inventories 78,263 -- 78,263 -- 78,263
Deferred income tax assets, net 18,435 -- 18,435 -- 18,435
Prepaid and other current assets, net 14,552 -- 14,552 7,853 6,699
-------- -------- -------- ------- --------
Total current assets 290,301 -- 290,301 34,758 255,543
Property, plant and equipment, net 48,157 -- 48,157 3,608 44,549
Other assets, net 24,668 2,700 (A) 43,050 26,814 16,236
15,682 (C)
-------- -------- -------- ------- --------
Total assets $363,126 $ 18,382 $381,508 $65,180 $316,328
======== ======== ======== ======= ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable $ 46,325 $ 4,000 (A) $ 50,993 $ 3,016 $ 47,977
668 (B)
Accrued liabilities 28,377 28,377 779 27,598
Bank loan 20,370 -- 20,370 -- 20,370
Income taxes payable 9,387 -- 9,387 -- 9,387
-------- -------- -------- ------- --------
Total current liabilities 104,459 4,668 109,127 3,795 105,332
Commitments and contingencies
Minority interest 12,029 (12,029)(C) -- -- --
Shareholders' equity 246,638 (1,300)(A) 272,381 61,385 210,996
(668)(B)
27,711 (C)
-------- -------- -------- ------- --------
Total liabilities and
shareholders' equity $363,126 $ 18,382 $381,508 $65,180 $316,328
======== ======== ======== ======= ========
</TABLE>
The accompanying notes to the unaudited pro forma condensed consolidated
balance sheets are an integral part of these statements.
14
<PAGE>
ANDRX CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED PRO FORMA
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except for share and per share amounts)
(A) Reflects the estimated fees and expenses of $2,700 incurred by Andrx
Group with respect to the acquisition of the historical minority
interest which was allocated to Cybear Group goodwill and $1,300 with
respect to the Reorganization which was charged to shareholders'
equity. As the effect of the costs of $1,300 is non-recurring it has
not been included in the unaudited pro forma condensed consolidated
statements of operations.
(B) Reflects the estimated remaining fees and expenses of $668 to be
incurred by Cybear Group in connection with the Reorganization which
will be charged to shareholders' equity. As the effect of the costs is
non-recurring, they have not been included in the unaudited pro forma
condensed consolidated statements of operations.
(C) Reflects the effects of the Reorganization, as follows:
<TABLE>
<CAPTION>
SHARES ADJUSTED
OUTSTANDING SHARES
AT REORGANIZATION OUTSTANDING AT
MARCH 31, 2000 ELIMINATION MARCH 31, 2000
-------------- -------------- --------------
<S> <C> <C> <C>
Andrx ownership of Cybear 12,877,000 (2,058,700) 10,818,300
Minority ownership of Cybear 4,896,000 -- 4,896,000
----------- ---------- -----------
Total Cybear shares outstanding 17,773,000 (2,058,700) 15,714,300
==========
Times assumed per share price $ 5.00 $ 5.66
----------- -----------
Total Cybear market capitalization $ 88,865 $ 88,865
=========== ===========
Minority ownership of Cybear 4,896,000
Times adjusted market price $ 5.66
-----------
Purchase price of minority interest acquired 27,711
Less: minority interest historical basis (12,029)
-----------
Goodwill - Purchase price of minority interest in
excess of its historical basis 15,682
Goodwill - Andrx group estimated fees and expenses
(See Note A) 2,700
-----------
Total Goodwill allocated to Cybear Group $ 18,382
===========
</TABLE>
For purposes of the unaudited pro forma condensed consolidated financial
statements, the market price of Cybear, Inc. common stock was assumed to be
$5.00 per share, which was adjusted to $5.66 per share resulting from the
elimination of 2,058,700 Cybear shares due to the exchange rate included in the
Reorganization. As provided under the Reorganization terms, the shares
eliminated in the Reorganization are calculated excluding the potential exercise
by Edward E. Goldman, M.D., Cybear's Chief Executive Officer, of an outstanding
warrant to acquire 525,000 shares of Cybear common stock currently owned by
Andrx. In connection with the Reorganization, the resulting goodwill of $18,382
was allocated to Cybear Group Common shareholders. The actual amount of goodwill
will be determined based upon Cybear's common stock price as of the closing of
the transaction. An increase or decrease of $1.00 in Cybear's common stock price
will result in an increase or decrease of approximately $5,500 to the goodwill
and therefore in an increase or decrease of approximately $550 to the annual
goodwill amortization.
15
<PAGE>
ANDRX CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except for share and per share amounts)
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31, 2000
----------------------------------------------------------------------------------
HISTORICAL PRO FORMA PRO FORMA PRO FORMA
ANDRX PRO FORMA ANDRX CYBEAR ANDRX
CONSOLIDATED ADJUSTMENTS (J) CONSOLIDATED GROUP GROUP
------------ --------------- ------------ ----------- -----------
<S> <C> <C> <C> <C> <C>
Revenues $ 115,478 $ -- $115,478 $ 231 $ 115,247
Operating expenses 90,128 460 (E) 89,756 7,027 82,729
(832)(F)
----------- ------- -------- ----------- -----------
Income (loss) from operations 25,350 372 25,722 (6,796) 32,518
Other income (expense), net 2,877 (1,820)(D) 1,057 559 498
----------- ------- -------- ----------- -----------
Income (loss) before income taxes 28,227 (1,448) 26,779 (6,237) 33,016
Income tax benefit (provision) (11,856) 2,101 (G) (9,755) -- (9,755)
----------- ------- -------- ----------- -----------
Net income (loss) $ 16,371 $ 653 $ 17,024 $ (6,237) $ 23,261
=========== ======= ======== =========== ===========
Basic net income (loss) per share $ 0.26 $ (0.40) $ 0.37
=========== =========== ===========
Diluted net income (loss) per share $ 0.25 $ (0.40) $ 0.35
=========== =========== ===========
Basic weighted average shares of common
stock outstanding 63,212,600 15,645,000 (H) 63,212,600
=========== =========== ===========
Diluted weighted average shares of common
stock outstanding 65,832,200 15,645,000 (H) 65,832,200
=========== =========== ===========
</TABLE>
The accompanying notes to the unaudited pro forma condensed consolidated
financial statements are an integral part of these statements.
16
<PAGE>
ANDRX CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except for share and per share amounts)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1999
----------------------------------------------------------------------------------
HISTORICAL PRO FORMA PRO FORMA PRO FORMA
ANDRX PRO FORMA ANDRX CYBEAR ANDRX
CONSOLIDATED ADJUSTMENTS (J) CONSOLIDATED GROUP GROUP
------------ --------------- ------------ ----------- -----------
<S> <C> <C> <C> <C> <C>
Revenues $ 475,990 $ -- $475,990 $ 270 $ 475,720
Operating expenses 331,053 1,838 (E) 332,891 16,772 316,119
----------- ------- -------- ----------- -----------
Income (loss) from operations 144,937 (1,838) 143,099 (16,502) 159,601
Other income (expense), net 4,522 (1,937)(D) 2,585 1,066 1,519
----------- ------- -------- ----------- -----------
Income (loss) before income taxes 149,459 (3,775) 145,684 (15,436) 161,120
Income tax benefit (provision) (55,405) (2,824)(I) (53,240) -- (53,240)
4,989 (G)
----------- ------- -------- ----------- -----------
Net income (loss) $ 94,054 $(1,610) $ 92,444 $ (15,436) $ 107,880
=========== ======= ======== =========== ===========
Basic net income (loss) per share $ 1.52 $ (1.15) $ 1.74
=========== =========== ===========
Diluted net income (loss) per share $ 1.45 $ (1.15) $ 1.66
=========== =========== ===========
Basic weighted average shares of common
stock outstanding 61,979,800 13,411,300 (H) 61,979,800
=========== =========== ===========
Diluted weighted average shares of common
stock outstanding 64,953,200 13,411,300 (H) 64,953,200
=========== =========== ===========
</TABLE>
The accompanying notes to unaudited pro forma condensed consolidated financial
statements are an integral part of these statements.
17
<PAGE>
ANDRX CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED PRO FORMA
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except for share and per share amounts)
(D) Reflects the elimination of the historical minority interest resulting
from the minority ownership of Cybear which is eliminated as a result
of the Reorganization.
(E) Reflects the amortization of $460 for the three months ended March 31,
2000 and $1,838 for the year ended December 31, 1999 of goodwill
totaling $18,382, consisting of $15,682 representing the excess of the
purchase price of $27,711 offset by historical minority interest of
$12,029 and Andrx Group's estimated Reorganization transaction costs
and expenses of $2,700 (see unaudited pro forma condensed consolidated
balance sheets Notes A and C). Such goodwill is amortized on a straight
line basis over an estimated life of ten years.
(F) For the three months ended March 31, 2000, reflects the elimination of
fees and expenses of $832 incurred by Cybear in connection with the
Reorganization. As the effect of the costs are non-recurring, they have
been eliminated in the unaudited pro forma condensed consolidated
statements of operations for the three months ended March 31, 2000.
(G) Represents the Cybear Group income tax benefit allocated to Andrx Group
pursuant to the Reorganization as follows:
<TABLE>
<CAPTION>
THREE MONTHS ENDED YEAR ENDED
MARCH 31, 2000 DECEMBER 31, 1999
------------------ -----------------
<S> <C> <C>
Cybear Group loss before income taxes $6,237 $15,436
Nondeductible goodwill amortization
(including historical amortization) 558 1,953
------ -------
Taxable loss 5,679 13,483
Federal and state statutory tax rate 37% 37%
------ -------
Income tax benefit $2,101 $ 4,989
====== =======
</TABLE>
(H) Pro Forma Cybear Group weighted average shares outstanding consists of
the following:
<TABLE>
<CAPTION>
THREE MONTHS ENDED YEAR ENDED
MARCH 31, 2000 DECEMBER 31, 1999
------------------ -----------------
<S> <C> <C>
Historical Cybear weighted average
shares outstanding 17,703,700 15,470,000
Less: shares eliminated as a result of the
Reorganization (see unaudited pro forma
condensed consolidated balance sheets Note C) (2,058,700) (2,058,700)
---------- ----------
Pro Forma Cybear Group Common weighted
average shares outstanding 15,645,000 13,411,300
========== ==========
</TABLE>
(I) For the year ended December 31, 1999, reflects the elimination of
Cybear's historical $2,824 income tax benefit which would not have been
used by Cybear Group on a separate income tax return basis and would
have been included in the tax allocation to Andrx Group (Note G)
pursuant to the Reorganization.
(J) Certain results of the Reorganization referred to in the notes to the
unaudited pro forma condensed consolidated balance sheets have been
excluded from the unaudited pro forma condensed consolidated statements
of operations due to their non-recurring nature.
18
<PAGE>
ANDRX CORPORATION
PART I
FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
ANDRX CORPORATION AND SUBSIDIARIES ("ANDRX" OR THE "COMPANY") CAUTIONS READERS
THAT CERTAIN IMPORTANT FACTORS MAY AFFECT THE COMPANY'S ACTUAL RESULTS AND COULD
CAUSE SUCH RESULTS TO DIFFER MATERIALLY FROM ANY FORWARD-LOOKING STATEMENTS
WHICH MAY BE DEEMED TO HAVE BEEN MADE IN THIS REPORT OR WHICH ARE OTHERWISE MADE
BY OR ON BEHALF OF THE COMPANY. FOR THIS PURPOSE, ANY STATEMENTS CONTAINED IN
THIS REPORT THAT ARE NOT STATEMENTS OF HISTORICAL FACT MAY BE DEEMED TO BE
FORWARD-LOOKING STATEMENTS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING
WORDS SUCH AS "MAY", "WILL", "EXPECT", "BELIEVE", "ANTICIPATE", "INTEND",
"COULD", "WOULD", "ESTIMATE", OR "CONTINUE" OR THE NEGATIVE OTHER VARIATIONS
THEREOF OR COMPARABLE TERMINOLOGY ARE INTENDED TO IDENTIFY FORWARD-LOOKING
STATEMENTS. FACTORS WHICH MAY AFFECT ANDRX' RESULTS INCLUDE, BUT ARE NOT LIMITED
TO, THE RISKS AND UNCERTAINTIES ASSOCIATED WITH A DRUG DELIVERY COMPANY WHICH
HAS ONLY COMMERCIALIZED A FEW PRODUCTS, HAS NEW TECHNOLOGIES AND LIMITED
MANUFACTURING EXPERIENCE, INCLUDING BUT NOT LIMITED TO CURRENT AND POTENTIAL
COMPETITORS WITH SIGNIFICANT TECHNICAL AND MARKETING RESOURCES, AND DEPENDENCE
ON KEY PERSONNEL. ANDRX IS ALSO SUBJECT TO THE RISKS AND UNCERTAINTIES
ASSOCIATED WITH ALL DRUG DELIVERY COMPANIES, INCLUDING CHANGES IN REGULATORY
SCHEMES, DIFFICULTY IN RECEIVING REGULATORY APPROVAL TO MARKET NEW PRODUCTS,
COMPLIANCE WITH GOVERNMENT REGULATIONS AND PATENT INFRINGEMENT AND OTHER
LITIGATION. ADDITIONALLY, ANDRX IS SUBJECT TO RISKS AND UNCERTAINTIES ASSOCIATED
WITH DRUG DISTRIBUTION COMPANIES, INCLUDING BUT NOT LIMITED TO, FIERCE
COMPETITION AND DECREASING GROSS PROFITS. IN ADDITION, ANDRX' INTERNET BASED
HEALTHCARE INFORMATION TECHNOLOGY SUBSIDIARY IS SUBJECT TO THE RISKS AND
UNCERTAINTIES OF AN EARLY STAGE INTERNET COMPANY, INCLUDING BUT NOT LIMITED TO,
LIMITED OPERATING HISTORY, SUBSTANTIAL OPERATING LOSSES, AVAILABILITY OF CAPITAL
RESOURCES, ABILITY TO EFFECTIVELY COMPETE, UNANTICIPATED DIFFICULTIES IN PRODUCT
DEVELOPMENT, ABILITY TO GAIN MARKET ACCEPTANCE AND MARKET SHARE, ABILITY TO
MANAGE GROWTH, RELIANCE ON SHORT-TERM NON-EXCLUSIVE CONTRACTS, ABILITY TO OBTAIN
CONTENT, INTERNET SECURITY RISKS AND UNCERTAINTY RELATING TO THE EVOLUTION OF
THE INTERNET AS A MEDIUM FOR COMMERCE, DEPENDENCE ON THIRD PARTY CONTENT
PROVIDERS, DEPENDENCE ON KEY PERSONNEL, ABILITY TO PROTECT INTELLECTUAL
PROPERTY, THE POSSIBILITY THAT THE TRACKING STOCK REORGANIZATION WILL NOT BE
EFFECTED AND THE IMPACT OF FUTURE GOVERNMENT REGULATION. ANDRX IS ALSO SUBJECT
TO OTHER RISKS DETAILED HEREIN OR DETAILED FROM TIME TO TIME IN THE COMPANY'S
AND CYBEAR'S FILINGS WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION.
INTRODUCTION
Andrx was organized in August 1992, and commenced marketing and
distributing bioequivalent pharmaceuticals manufactured by third parties. In
February 1993, Andrx began to engage in the development of bioequivalent
versions of controlled-release pharmaceuticals utilizing its proprietary drug
delivery technologies. During 1996, Andrx commenced its efforts to develop brand
name controlled-released products and an Internet based software application for
healthcare providers. Through October 9, 1997, Andrx' distribution operations
had generated substantially all of its revenues. On October 10, 1997, the FDA
granted final approval of Andrx' Abbreviated New Drug Application ("ANDA") for
its bioequivalent version of Dilacor XR /registered mark/, Andrx' first
manufactured product, which it immediately launched as Diltia XT /trademark/.
19
<PAGE>
In September 1997, Andrx entered into a stipulation in partial
settlement with Aventis S.A. ("Aventis") of the patent infringement litigation
involving Cardizem /registered mark/ CD in order to reduce the risks that both
parties faced as the case was litigated to its conclusion. Andrx agreed to
maintain the status quo in connection with the marketing of its product and to
dismiss certain claims against Aventis. Aventis agreed to compensate Andrx for
its lost profits, which were stipulated to be $100.0 million per year, if Andrx
ultimately prevailed in the litigation and to grant Andrx a license for Aventis'
patents under certain conditions, including if Andrx ultimately lost the
litigation. Aventis also agreed to make non-refundable interim quarterly
payments of $10.0 million to Andrx, beginning upon Andrx' receipt of final FDA
approval for its bioequivalent version of Cardizem /registered mark/ CD and
continuing until the litigation was resolved or certain other events occurred.
In July 1998, the FDA granted final marketing approval for Andrx' ANDA for a
bioequivalent version of Cardizem /registered mark/ CD. In June 1999, the
litigation concerning Cardizem /registered mark/ CD was resolved and on June 23,
1999, Andrx launched its reformulated bioequivalent version of Cardizem
/registered mark/ CD, Cartia XT /trademark/ which enjoyed a 180-day period of
marketing exclusivity through December 19, 1999.
Andrx is a 50% partner in ANCIRC, a joint venture with Watson, for the
development of up to eight controlled-release pharmaceutical products. Capital
contributions to, distributions from, and net income or losses generated by
ANCIRC are allocated equally between Andrx and Watson. In September 1997, upon
FDA approval, ANCIRC launched its first product, a bioequivalent version of
Trental /registered mark/. On March 24, 1999, the FDA approved the ANDA for a
second ANCIRC product, a bioequivalent version of Oruvail /registered mark/,
which was launched in April 1999. ANCIRC halted the production and sale of
ANCIRC's bioequivalent version of Oruvail /registered mark/ in June 1999 and is
currently not producing or selling this product. ANCIRC suspended the production
of generic Oruvail /registered mark/ as a result of two factors: (i) while the
product sold by ANCIRC met FDA standards, the manufacturing process in some
instances did not yield a product which met internal quality standards, whereby
product rejection rates (due to dissolution failures) was higher than Andrx
would tolerate and the risk of product stability failures for some batches was
higher than Andrx would tolerate, and (ii) with multiple competitors for this
product, the market opportunity for future sales did not warrant the risk of
continued sales in the short term. Andrx expects to resume production and sale
of ANCIRC's bioequivalent version of Oruvail /registered mark/ in 2000. This
delay did not have a material impact on operations.
In June 1999, Andrx entered into an agreement with Geneva
Pharmaceuticals, Inc. a member of the Novartis Group, for the sale and marketing
of specified products. Geneva will fund the development of controlled-release
dosage forms of existing products that Andrx is developing for submission as
NDAs. Andrx granted marketing rights to Geneva in specified territories for
certain products including one of Andrx' NDA products for the United States.
Upon approval by the FDA or other regulatory agencies, Andrx will receive
royalties from the sale of such product. Andrx has also committed to continuing
to sell Geneva's bioequivalent products through Anda, Inc. Andrx is party to
other development and licensing agreements with other pharmaceutical companies
for additional controlled-release products.
20
<PAGE>
In 1997, Andrx formed Cybear, its information technology subsidiary,
which uses the Internet to improve the efficiency of administrative and
communications tasks of managing patient care with a secure and reliable
transmission of information. In June 1999, Cybear completed a public offering of
its common shares at $16.00 per share, thereby reducing Andrx' ownership in
Cybear below 80%.
Cybear is an Internet Service Provider, or ISP, and Application
Services Provider, or ASP, for the healthcare industry. Cybear uses or intends
to use its own secure private network to provide access to the Internet's,
e-mail and productivity applications. These are available on a transaction or
subscription basis to physicians, physician organizations, pharmacies and
hospitals.
In March 1999, Cybear introduced its first product, dr.cybear, a
physician-oriented healthcare Internet gateway site or portal that provides a
combination of Internet access, healthcare content, software applications to
increase user productivity and entry into a comprehensive private communications
network. Cybear markets dr.cybear to physicians and physician organizations
throughout the United States.
In September 1999, Andrx entered into an arrangement with Cybear
pursuant to which prescription vaccines and injectables and other items can be
ordered through Cybear's physician practice portal.
In December 1999, Andrx announced a corporate reorganization plan
which, among other things, would give Andrx shareholders the ability to
distinguish between their investments in Andrx and Cybear. In March 2000, Andrx
and Cybear entered into a definitive agreement with respect to this
reorganization. This plan, which was recommended to the Cybear Board of
Directors by a special committee and approved by the boards of both Cybear and
Andrx, will create two classes of Andrx common stock, Cybear Group Common to
separately track the performance of Cybear and Andrx Group Common representing
the equity interests of Andrx other than its ownership of Cybear. In exchange
for their Andrx shares, Andrx shareholders will receive shares of Andrx Group
Common and Cybear Group Common. The plan will be submitted for approval to the
shareholders of Andrx and Cybear during 2000.
RESULTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 2000 ("2000 QUARTER"), AS COMPARED TO THREE MONTHS
ENDED MARCH 31, 1999 ("1999 QUARTER")
For the 2000 Quarter, Andrx reported net income of $16.4 million or
$0.25 per diluted share, as compared to net income of $6.9 million or $0.11 per
diluted share for the 1999 Quarter. The 136% increase in net income was
primarily attributable to sales of Cartia XT /trademark/, Andrx' bioequivalent
version of Cardizem /registered mark/ CD which commenced on June 23, 1999 and
enjoyed a 180-day period of marketing exclusivity through December 19, 1999. In
comparison, the 1999 Quarter included interim fees pursuant to the Company's
Stipulation and Agreement ("Stipulation") related to the then pending patent
infringement litigation involving Cartia XT /trademark/. The increase in net
income occurred while the Company continued to increase its investment spending
in research and development.
21
<PAGE>
Total revenues increased by 48.2% to $115.5 million for 2000 Quarter,
as compared to $77.9 million for the 1999 Quarter.
Sales from distributed products were $67.8 million for the 2000
Quarter, an increase of 7.6%, as compared to $63.0 million for the 1999 Quarter.
The increase in sales from distributed products reflects an increase in sales to
existing customers, an increase in the number of customers, as well as the
distribution of new products launched by other pharmaceutical companies, offset
by overall price declines.
Sales from manufactured products increased to $44.1 million for the
2000 Quarter, as compared to $4.4 million in the 1999 Quarter. Sales from
manufactured products include sales of Diltia XT /trademark/, the Company's
bioequivalent version of Dilacor XR /registered mark/ for the 2000 Quarter and
the 1999 Quarter, and Cartia XT /trademark/ in the 2000 Quarter. In comparison,
the 1999 Quarter includes interim Stipulation fees of $10.0 million pursuant to
the Stipulation.
The Company generated $3.5 million of licensing and other revenues in
the 2000 Quarter, as compared to $526,000 in the 1999 Quarter primarily from
Andrx' domestic and international licensing arrangements. The revenues in the
2000 Quarter were primarily generated from the agreement with Geneva.
Gross profit from sales of distributed and manufactured products was
$48.7 million with a gross margin of 43.5% in the 2000 Quarter, as compared to
$14.6 million, with a gross margin of 21.6% in the 1999 Quarter. The increase in
gross profit and gross margin percentage is primarily the result of the increase
in sales of manufactured products within the product mix.
Selling, general and administrative expenses were $11.5 million or
10.0% of total revenues for the 2000 Quarter, as compared to $9.6 million or
12.3% of total revenues for the 1999 Quarter. The increase in selling, general
and administrative expenses is primarily due to an increase in the activities
necessary to support the increased sales from distributed and manufactured
products, including a royalty paid to the Company's Co-Chairman and Chief
Scientific Officer related to sales of Cartia XT /trademark/ in the 2000 Quarter
and interim Stipulation fees in the 1999 Quarter.
Research and development expenses were $8.2 million in the 2000
Quarter, as compared to $4.3 million in the 1999 Quarter. The increase in
research and development expenses of $3.9 million or 90.3% reflects the
continuing progress in and expansion of both the Company's bioequivalent (ANDA)
and brand name (NDA) drug development programs.
Through Cybear, the Company incurred $6.3 million of Internet operating
expenses in the 2000 Quarter, as compared to $2.8 million in the 1999 Quarter.
The increase in costs primarily relates to the continuing development of
Internet applications and the establishment and expansion of the operational and
administrative infrastructure of Cybear and also includes $1.2 million of
non-recurring charges.
Merger costs of $832,000, incurred by Cybear in the 2000 Quarter,
relate to the pending Corporate reorganization with Andrx.
22
<PAGE>
Minority interest was $1.8 million in the 2000 Quarter, as compared to
$51,000 in the 1999 Quarter. The increase in minority interest is a result of
the increase in minority ownership of Cybear, primarily from Cybear's June 1999
public offering and the issuance of Cybear common shares in the acquisition of
Telegraph Consulting Corporation. In addition, Cybear's net losses increased in
the 2000 Quarter to $6.6 million from $1.5 million in the 1999 Quarter.
In the 1999 Quarter, Andrx recognized a gain of $300,000 on the sale of
Cybear common stock to Cybear's chairman pursuant to an existing subscription
agreement.
Interest income was $1.5 million in the 2000 Quarter, as compared to
$366,000 in the 1999 Quarter. The increase in interest income is the result of
the higher average level of cash, cash equivalents and investments
available-for-sale maintained during the 2000 Quarter, as compared to the 1999
Quarter. The increase was primarily the result of the net cash provided by
operating activities and the net proceeds of $50.8 million received from
Cybear's June 1999 public offering.
Interest expense increased to $474,000 in the 2000 Quarter, as compared
to $154,000 in the 1999 Quarter. The increase in interest expense was primarily
the result of a higher average level of borrowings under the Company's bank loan
during the 2000 Quarter, as compared to 1999 Quarter. The borrowings are
primarily utilized to fund the Company's distribution operations.
For the 2000 Quarter, the Company provided $11.9 million for Federal
and state income taxes or 42% of income before income taxes. The Company
provided for income taxes of $1.4 million in excess of the effective combined
Federal and state statutory rate of 37%, primarily due to Andrx' inability to
utilize its portion of Cybear's losses, as Andrx' ownership of Cybear was
reduced below 80% on June 23, 1999. Accordingly, Cybear is excluded from Andrx'
consolidated income tax return and will file as a separate tax entity. Cybear's
net losses did not generate income tax benefits as Cybear's tax benefits were
fully offset by a corresponding increase in the valuation allowance against its
net deferred income tax assets due to the uncertainty of realization. For the
1999 Quarter, the Company provided $2.0 million for Federal and state income
taxes or 22.5% of income before income taxes, which was the Company's then
estimated annual 1999 effective tax rate. The Company was not required to
provide for Federal and state income taxes for the 1999 Quarter at the Federal
and state statutory rate of 37% primarily due to the reversal of a valuation
allowance of $1.3 million relating to deferred tax assets resulting from net
operating loss carryforwards.
The diluted weighted average shares of common stock outstanding was
65.8 million in the 2000 Quarter, as compared to 64.6 million in the 1999
Quarter. Such increase resulted primarily from the exercises of stock options.
All share and per share amounts reflect the June 1999 and April 2000 two-for-one
stock splits effected in the form of 100% stock dividends.
LIQUIDITY AND CAPITAL RESOURCES
As of March 31, 2000, Andrx had $114.8 million in cash, cash
equivalents and investments available-for-sale of which $26.7 million related to
Cybear, and $185.8 million of consolidated working capital.
23
<PAGE>
Net cash provided by operating activities was $7.6 million in the 2000
Quarter, as compared to $580,000 in the 1999 Quarter. The increase in net cash
provided by operating activities in the 2000 Quarter is due to the Company
generating net income of $16.4 million in the 2000 Quarter, as compared to net
income of $6.9 million in the 1999 Quarter. The 2000 Quarter includes decreases
in accounts receivable and inventories, offset by decreases in current
liabilities. In comparison the 1999 Quarter includes increases in accounts
receivable and inventories, offset by increases in current liabilities.
Net cash used in investing activities was $22.3 million in the 2000
Quarter, as compared to $15.8 million in the 1999 Quarter. In the 2000 Quarter
and the 1999 Quarter, the Company invested $10.3 million and $4.6 million,
respectively, in property, plant and equipment. In the 2000 Quarter, $3.0
million of investments available-for-sale matured, as compared to the 1999
Quarter when the Company invested $11.2 million in investments
available-for-sale. In the 2000 Quarter the Company acquired Valmed
Pharmaceutical, Inc. for $15.1 million including transaction costs, net of cash
acquired.
Net cash provided by financing activities was $9.1 million in the 2000
Quarter, as compared to $9.4 million in the 1999 Quarter. Net cash provided by
financing activities in the 2000 Quarter consisted primarily of $3.0 million in
proceeds from the issuance of shares of common stock upon the exercises of stock
options and $6.3 million of income tax benefits relating to the exercises of
stock options. Net cash provided by financing activities for the 1999 Quarter
consisted of $1.5 million in proceeds from the issuance of shares of common
stock upon the exercises of stock options and warrants, $6.1 million of net
borrowings under on the Company's bank loan and $1.5 million of income tax
benefits relating to the exercises of stock options.
The Company had an outstanding short-term borrowing balance under its
distribution subsidiary's bank loan of $20.4 million as of March 31, 2000, as
compared to $20.2 million as of December 31, 1999. Such increase relates
primarily to the financing of additional inventories for distribution.
Borrowings under the bank loan are secured by all of the assets of that
operation, and are subject to a borrowing base related to the value of that
operations accounts receivable and inventories. The bank loan agreement requires
compliance by the Company with certain covenants including the maintenance of
minimum working capital and net worth levels by the distribution subsidiary.
The Company anticipates that its cash requirements will continue to
increase, due to the construction of its research and development,
manufacturing, distribution and corporate facilities, including the related
equipment purchases. The Company anticipates that for the year ending December
31, 2000 it will incur up to approximately $50 million in research and
development related to our bioequivalent and brand development programs. The
Company anticipates that its existing capital resources will be sufficient to
enable it to maintain its operations for at least the next twelve months and the
forseeable future.
24
<PAGE>
On April 3, 2000, Andrx filed a registration statement with the SEC
relating to a proposed underwritten public offering of 7,350,000 shares of
common stock. It is anticipated that Andrx will be selling 6,001,684 shares. The
net proceeds from this offering will be used for the expansion of manufacturing,
research and development and administrative facilities, research and development
for branded and bioequivalent products, acquisition of products, product
candidates and/or companies, working capital requirements and other corporate
purposes. One shareholder (Watson Pharmaceuticals, Inc.) will be selling
1,348,316 shares in the offering.
25
<PAGE>
ANDRX CORPORATION
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
See Note 7 to the "Notes to Unaudited Consolidated Financial
Statements" included in Part 1 Item 1 of this report.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
27.1 Financial Data Schedule
(b) Reports on Form 8-K:
None
26
<PAGE>
ANDRX CORPORATION
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.
By: /s/ Alan P. Cohen
--------------------------------------------
Alan P. Cohen
Co-Chairman and Chief Executive Officer
(Principal Executive Officer)
By: /s/ Angelo C. Malahias
--------------------------------------------
Angelo C. Malahias
Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
May 15, 2000
27
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ----------- -----------
27.1 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
COMPANY'S UNAUDITED FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH UNAUDITED FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 26,904,000
<SECURITIES> 87,867,000
<RECEIVABLES> 69,565,000
<ALLOWANCES> (5,285,000)
<INVENTORY> 78,263,000
<CURRENT-ASSETS> 290,301,000
<PP&E> 61,560,000
<DEPRECIATION> (13,403,000)
<TOTAL-ASSETS> 363,126,000
<CURRENT-LIABILITIES> 104,459,000
<BONDS> 0
0
0
<COMMON> 63,000
<OTHER-SE> 246,575,000
<TOTAL-LIABILITY-AND-EQUITY> 363,126,000
<SALES> 111,940,000
<TOTAL-REVENUES> 115,478,000
<CGS> 63,204,000
<TOTAL-COSTS> 90,128,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 474,000
<INCOME-PRETAX> 28,227,000
<INCOME-TAX> 11,856,000
<INCOME-CONTINUING> 16,371,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 16,371,000
<EPS-BASIC> 0.26
<EPS-DILUTED> 0.25
</TABLE>
