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 June 30, 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 August 4, 2000, 69,028,400 shares of the Registrant's common
stock, par value $0.001 per share were issued and outstanding.
<PAGE>
ANDRX CORPORATION
INDEX TO FORM 10-Q
FOR THE QUARTER ENDED JUNE 30, 2000
<TABLE>
<CAPTION>
Page
Number
--------
<S> <C>
PART I. FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
Unaudited Consolidated Balance Sheets -
as of June 30, 2000 and December 31, 1999 3
Unaudited Consolidated Statements of Income -
for the three and six months ended June 30, 2000 and 1999 4
Unaudited Consolidated Statements of Cash Flows -
for the six months ended June 30, 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 18
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 24
Item 6. Exhibits and Reports on Form 8-K 24
SIGNATURES 25
</TABLE>
2
<PAGE>
ANDRX CORPORATION AND SUBSIDIARIES
PART I
FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
ANDRX CORPORATION AND SUBSIDIARIES
UNAUDITED CONSOLIDATED BALANCE SHEETS
(in thousands, except for share and per share amounts)
<TABLE>
<CAPTION>
June 30, December 31,
2000 1999
--------- ---------
<S> <C> <C>
ASSETS
Current assets
Cash and cash equivalents $ 174,246 $ 32,555
Investments available-for-sale, at market value 172,837 90,863
Accounts receivable, net 66,216 72,032
Inventories 84,324 78,771
Deferred income tax assets, net 18,431 18,442
Prepaid and other current assets, net 16,252 11,658
--------- ---------
Total current assets 532,306 304,321
Property, plant and equipment, net 60,154 38,271
Other assets, net 19,714 15,362
--------- ---------
Total assets $ 612,174 $ 357,954
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable $ 58,429 $ 51,863
Accrued liabilities 22,852 35,639
Bank loan 21 20,226
Income taxes payable 14,467 15,730
--------- ---------
Total current liabilities 95,769 123,458
--------- ---------
Commitments and contingencies (Notes 7 and 8)
Minority interest 10,609 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; 68,959,000 and 62,973,000 issued and outstanding
as of June 30, 2000 and December 31, 1999, respectively 69 63
Additional paid-in capital 392,352 140,700
Retained earnings 113,416 80,303
Accumulated other comprehensive loss, net of income taxes (41) (94)
--------- ---------
Total shareholders' equity 505,796 220,972
--------- ---------
Total liabilities and shareholders' equity $ 612,174 $ 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)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
2000 1999 2000 1999
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Revenues
Distributed products $ 78,808 $ 66,108 $ 146,634 $ 129,133
Manufactured products 45,994 36,516 90,108 40,889
Stipulation fees -- 60,733 -- 70,733
Licensing and other 3,779 1,203 7,317 1,729
------------ ------------ ------------ ------------
Total revenues 128,581 164,560 244,059 242,484
------------ ------------ ------------ ------------
Operating expenses
Cost of goods sold 73,056 59,620 136,260 112,446
Selling, general and administrative 14,338 16,729 25,880 26,320
Research and development 10,483 6,245 18,694 10,560
Cybear, Inc. Internet operating expenses 5,826 3,945 12,997 6,740
------------ ------------ ------------ ------------
Total operating expenses 103,703 86,539 193,831 156,066
------------ ------------ ------------ ------------
Income from operations 24,878 78,021 50,228 86,418
Other income (expense), net
Minority interest in Cybear, Inc. 1,425 763 3,245 814
Gain on sale of Cybear, Inc. shares -- -- -- 300
Interest income 2,784 537 4,315 903
Interest expense (221) (483) (695) (637)
------------ ------------ ------------ ------------
Income before income taxes 28,866 78,838 57,093 87,798
Income taxes 12,124 29,958 23,980 31,974
------------ ------------ ------------ ------------
Net income $ 16,742 $ 48,880 $ 33,113 $ 55,824
============ ============ ============ ============
Basic net income per share $ 0.26 $ 0.80 $ 0.51 $ 0.91
============ ============ ============ ============
Diluted net income per share $ 0.25 $ 0.75 $ 0.49 $ 0.87
============ ============ ============ ============
Basic weighted average shares of common
stock outstanding 65,485,200 61,227,900 64,348,900 61,050,700
============ ============ ============ ============
Diluted weighted average shares of common
stock outstanding 68,171,400 64,921,800 67,013,100 64,522,300
============ ============ ============ ============
</TABLE>
The accompanying notes to the 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>
Six Months Ended
June 30,
------------------------
2000 1999
--------- ---------
<S> <C> <C>
Cash flows from operating activities
Net income $ 33,113 $ 55,824
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 3,781 1,780
Minority interest (3,245) (814)
Gain on sale of Cybear, Inc. shares -- (300)
Changes in operating assets and liabilities:
Accounts receivable, net 11,411 (36,821)
Inventories (1,391) (29,314)
Prepaid and other assets (347) (3,329)
Accounts payable and accrued liabilities (10,866) 12,737
Income taxes payable (1,263) 28,079
--------- ---------
Net cash provided by operating activities 31,193 27,842
--------- ---------
Cash flows from investing activities
Purchases of property, plant and equipment (24,180) (10,000)
Purchases of investments available-for-sale, net (81,910) (36,455)
Acquisition of Valmed Pharmaceutical, Inc., net of cash acquired (15,195) --
--------- ---------
Net cash used in investing activities (121,285) (46,455)
--------- ---------
Cash flows from financing activities
Net proceeds from Andrx Corporation's public share offering 235,819 --
Proceeds from exercises of stock options and warrants 4,165 5,302
Income tax benefits related to exercises of stock options 11,703 3,605
Net borrowings (repayments) under bank loan (20,205) 24,049
Net proceeds from Cybear, Inc.'s public share offering -- 50,788
Net proceeds from sale of Cybear, Inc. shares -- 300
Capital transactions of Cybear, Inc., net 301 --
--------- ---------
Net cash provided by financing activities 231,783 84,044
--------- ---------
Net increase in cash and cash equivalents 141,691 65,431
Cash and cash equivalents, beginning of period 32,555 17,459
--------- ---------
Cash and cash equivalents, end of period $ 174,246 $ 82,890
========= =========
Supplemental disclosure of cash paid during the period for:
Interest $ 695 $ 637
========= =========
Income taxes $ 13,540 $ 290
========= =========
</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
JUNE 30, 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 United States 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 for the three and six months ended June 30, 2000
and cash flows for the six months ended June 30, 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.
In May 1999 and February 2000, the Company's 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 May 17, 1999 and March 15,
2000, respectively. Such stock dividends were distributed in June 1999 and April
2000, respectively. In connection with these stock splits, the Company's
authorized shares of common stock were increased 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 these stock splits.
Certain prior year amounts have been reclassified to conform to the
current year presentation.
2. EQUITY OFFERING
In May 2000, the Company completed an underwritten public offering of
shares of common stock whereby Andrx sold 5,185,128 shares of common stock
receiving net proceeds of $235,800 to 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.
3. Product Distribution, Development and Licensing Agreement
In June 1999, Andrx entered into an agreement with Geneva
Pharmaceuticals, Inc. ("Geneva") a member of the Novartis pharmaceutical 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 New Drug Applications (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. In June 2000, the Company amended its agreement with Geneva to
include, among other things, additional funding of certain controlled-release
dosage forms of existing products that Andrx is developing for submission as
NDAs. Andrx has also committed to continuing to sell Geneva's bioequivalent
products through Anda, Inc. ("Anda") the Company's distribution subsidiary.
6
<PAGE>
ANDRX CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2000
(in thousands, except for share and per share amounts)
4. Income Taxes
For the three and six months ended June 30, 2000, the Company provided
$12,124 and $23,980, respectively, for Federal and state income taxes or 42% of
income before income taxes. For the three and six months ended June 30, 2000,the
Company provided for income taxes of $1,444 and $2,856, respectively, in excess
of the expected annual effective combined Federal and state statutory rate of
37%, primarily due to Andrx' inability to utilize its share of the losses of
Cybear, Inc. ("Cybear"), after 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. For the three and six
months ended June 30, 2000, 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 based on Cybear's history of losses.
For the three and six months ended June 30, 1999, the Company provided
$29,958 and $31,974, for Federal and state income taxes or 38% and 36%,
respectively, of income before income taxes. The Company was not required to
provide for Federal and state income taxes at 39%, the then expected annual
effective combined Federal and state statutory rate due to the utilization of
the Company's net operating loss carryforwards, offset by Andrx' inability to
utilize Cybear's expected net losses incurred after June 23, 1999, as Andrx'
ownership in Cybear was reduced below 80% on June 23, 1999.
The following table indicates the activity in the valuation allowance:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
---------------------- ----------------------
2000 1999 2000 1999
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Balance, beginning of period $ (6,508) $ (6,690) $ (3,957) $ (7,989)
Utilized -- 1,389 -- 2,688
Provided for Cybear, separate company (1,814) (386) (4,365) (386)
-------- -------- -------- --------
Balance, end of period $ (8,322) $ (5,687) $ (8,322) $ (5,687)
======== ======== ======== ========
</TABLE>
Under the provisions of SFAS No. 109, as of June 30, 2000, the Company
had recorded a valuation allowance to reserve against 100% of the net deferred
income tax assets of Cybear of $8,322, which resulted after June 23, 1999, as
previously discussed.
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%.
7
<PAGE>
ANDRX CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2000
(in thousands, except for share and per share amounts)
5. COMPREHENSIVE INCOME
The components of the Company's comprehensive income are as follows:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
--------------------------- ---------------------------
2000 1999 2000 1999
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Net income $ 16,742 $ 48,880 $ 33,113 $ 55,824
Unrealized income (loss) on investments
available-for-sale, net 26 (4) 53 (26)
----------- ----------- ----------- -----------
Comprehensive income $ 16,768 $ 48,876 $ 33,166 $ 55,798
=========== =========== =========== ===========
</TABLE>
6. BUSINESS SEGMENTS
Effective December 31, 1998, as required, 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.
The Company operates in the following business segments:
o Anda, Inc. markets and distributes generic pharmaceuticals
manufactured by third parties primarily to independent
pharmacies and non-warehousing chains. Anda includes the
activity of Valmed Pharmaceuticals, Inc. after the acquisition
date of March 15, 2000. Anda sales exclude participation in
the sales of Andrx Pharmaceuticals, Inc.'s ("Andrx Pharm")
manufactured products.
o Andrx Pharm 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 Pharm 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 the 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.
8
<PAGE>
ANDRX CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2000
(in thousands, except for share and per share amounts)
The following table presents financial information by business segment:
<TABLE>
<CAPTION>
As of and for the
Three Months Ended
June 30, 2000
----------------------------------------------------------------------------------------------------------------------------------
Andrx Aura Corporate &
Anda Pharm Labs Cybear Other Consolidated
-------------- -------------- -------------- -------------- -------------- --------------
<S> <C> <C> <C> <C> <C> <C>
Revenues $ 77,696 $ 49,648 $ -- $ 1,237 $ -- $ 128,581
Income (loss) from operations 2,887 33,825 (3,893) (5,677) (2,264) 24,878
Interest income -- -- -- 505 2,279 2,784
Interest expense (221) -- -- -- -- (221)
Total assets 126,412 96,974 156 41,022 347,610 612,174
<CAPTION>
As of and for the
Three Months Ended
June 30, 1999
----------------------------------------------------------------------------------------------------------------------------------
Andrx Aura Corporate &
Anda Pharm Labs Cybear Other Consolidated
-------------- -------------- -------------- -------------- -------------- --------------
<S> <C> <C> <C> <C> <C> <C>
Revenues $ 66,108 $ 98,425 $ -- $ 27 $ -- $ 164,560
Income (loss) from operations 5,708 80,118 (1,728) (3,918) (2,159) 78,021
Interest income -- -- -- 49 488 537
Interest expense (483) -- -- -- -- (483)
Total assets 108,390 60,485 84 56,001 76,637 301,597
<CAPTION>
Six Months Ended
June 30, 2000
----------------------------------------------------------------------------------------------------------------------------------
Andrx Aura Corporate &
Anda Pharm Labs Cybear Other Consolidated
-------------- -------------- -------------- -------------- -------------- --------------
<S> <C> <C> <C> <C> <C> <C>
Revenues $ 145,307 $ 97,284 $ -- $ 1,468 $ -- $ 244,059
Income (loss) from operations 7,016 67,582 (6,917) (12,825) (4,628) 50,228
Interest income -- -- -- 1,064 3,251 4,315
Interest expense (695) -- -- -- -- (695)
<CAPTION>
Six Months Ended
June 30, 1999
----------------------------------------------------------------------------------------------------------------------------------
Andrx Aura Corporate &
Anda Pharm Labs Cybear Other Consolidated
-------------- -------------- -------------- -------------- -------------- --------------
<S> <C> <C> <C> <C> <C> <C>
Revenues $ 129,133 $ 113,324 $ -- $ 27 $ -- $ 242,484
Income (loss) from operations 12,029 88,241 (2,968) (6,713) (4,171) 86,418
Gain on sale of Cybear, Inc. shares -- -- -- -- 300 300
Interest income -- -- -- 49 854 903
Interest expense (637) -- -- -- -- (637)
</TABLE>
9
<PAGE>
ANDRX CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2000
(in thousands, except for share and per share amounts)
7. CONTINGENCIES
On June 6, 2000, the United States District Court for the Eastern
District of Michigan granted plaintiffs' motion for partial summary judgment
against the Company and Aventis S.A. ("Aventis") in the pending punitive class
actions. The Court concluded that the Stipulation and Agreement ("Stipulation")
that the Company had entered into with Aventis relating to their Cardizem(R) CD
patent litigation constitutes a restraint of trade that is illegal per se under
section 1 of the Sherman-Antitrust Act. Without addressing the issues of whether
the Stipulation had any anti-competitive effect or caused any injury or damages,
the court determined that the Stipulation constituted a restraint of trade that
was a per se violation of the federal antitrust laws. The court must still
determine the issues of whether the Stipulation caused any injury or damages to
consumers. The court's decision is subject to Andrx' right to appeal at the
conclusion of the litigation, but Andrx has asked the court to permit an
immediate appeal of the ruling. Andrx disagrees with Judge Edmunds'
interpretation of the Stipulation and the law.
Except as stated above, there have been no other material developments
in any legal matters described in the Company's Annual Report on Form 10-K for
the year ended December 31, 1999.
8. Reorganization Plan
In March 2000, Andrx and Cybear announced that they entered into a
definitive Agreement and Plan of Merger and Reorganization (the
"Reorganization") with respect to their previously announced tracking stock
reorganization plan. This Reorganization plan was recommended to the Cybear
Board of Directors by its special committee and approved by the boards of both
Cybear and Andrx, and will create two classes of Andrx common stock, Cybear
Group Common Stock, to separately track the performance of Cybear, and Andrx
Group Common Stock to track the performance of Andrx other than its ownership of
Cybear. The Reorganization plan, will be submitted for approval to the
shareholders of Andrx and Cybear on September 5, 2000 at the Andrx annual
meeting of shareholders and the Cybear special meeting of shareholders.
If approved, the Reorganization contemplates the creation of Andrx
Corporation, a new holding company under Delaware law ("Andrx Corporation"). A
wholly-owned subsidiary of Andrx Corporation would merge with and into Andrx,
with Andrx surviving the merger and another wholly owned subsidiary of the Andrx
Corporation would merge with and into Cybear with Cybear surviving the merger.
The Reorganization will become effective on the date and time that the
certificate of merger is filed with the Delaware and Florida Secretaries of
State or such other date and time specified in the certificate of merger.
Unaudited pro forma condensed consolidated financial data giving pro
forma effect to the Reorganization are presented on pages 11-17 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
June 30, 2000 and the unaudited pro forma condensed consolidated statements of
operations for the six months ended June 30, 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 Corporation common
stock, Cybear Group Common Stock, to separately track the performance of Cybear
and Andrx Group Common Stock, to represent the equity interests of Andrx other
than its ownership of Cybear.
In connection with the Reorganization, Andrx Corporation will acquire
all of the publicly traded shares of common stock of Cybear in what the parties
anticipate will 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 June 30, 2000 and those shareholders will receive one share of
Cybear Group Common Stock 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 Stock 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 Stock
and (ii) approximately .1492 shares of Cybear Group Common Stock. Upon
completion of the Reorganization, (i) Cybear will be a wholly owned subsidiary
of Andrx Corporation with 100% of its value publicly traded in the form of
Cybear Group Common Stock, (ii) current Cybear public shareholders will own
approximately 31.2% of the Cybear Group Common Stock; and (iii) current Andrx
shareholders will own 100% of the Andrx Group Common Stock and approximately
68.8% of the Cybear Group Common Stock. 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 approximately
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 June 30, 2000. The
unaudited pro forma condensed consolidated statements of operations give effect
to the Reorganization as if it occurred at the beginning of each period
presented.
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 Stock representing the equity interest and
businesses of the Cybear Group comprised of Andrx
Corporation's Cybear subsidiary, and
2. Andrx Group Common Stock 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 Corporation will present
consolidated financial statements and also separate financial statements
relating to each class of common stock.
11
<PAGE>
ANDRX CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA
CONDENSED CONSOLIDATED FINANCIAL DATA
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 the other 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 Corporation 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 Corporation, for which it will receive stock. In the case of
any "tracking stock" members, such as the Cybear Group, the stock received by
Andrx Corporation shall be in the form of tracking designated 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.
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 accumulated since June 23, 1999 (which had previously been utilized by
the Andrx Group prior to that date) 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's 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's 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 is
provided for informational purposes only and is not necessarily indicative of
the results of operations or financial position had the transactions assumed
therein occurred, nor is it 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 have
filed a joint proxy statement and a registration statement with respect to the
proposed transaction. Furthermore, the unaudited pro forma condensed
consolidated financial data is 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, included in the Company's Annual Report on Form 10-K for the year ended
December 31, 1999.
12
<PAGE>
ANDRX CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED
CONSOLIDATED BALANCE SHEETS
JUNE 30, 2000
(in thousands)
<TABLE>
<CAPTION>
-----------------------------------------------------------------
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 $ 174,246 $ -- $ 174,246 $ 3,555 $ 170,691
Investments available-for-sale,
at market value 172,837 -- 172,837 17,443 155,394
Accounts receivable, net 66,216 -- 66,216 760 65,456
Inventories 84,324 -- 84,324 -- 84,324
Deferred income tax assets, net 18,431 -- 18,431 -- 18,431
Prepaid and other current assets, net 16,252 -- 16,252 7,762 8,490
--------- --------- --------- --------- ---------
Total current assets 532,306 -- 532,306 29,520 502,786
Property, plant and equipment, net 60,154 -- 60,154 7,397 52,757
Other assets, net 19,714 2,700 (A) 39,473 23,894 15,579
17,059 (C)
--------- --------- --------- --------- ---------
Total assets $ 612,174 $ 19,759 $ 631,933 $ 60,811 $ 571,122
========= ========= ========= ========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable $ 58,429 $ 4,000 (A) $ 63,044 $ 2,710 $ 60,334
615 (B)
Accrued liabilities 22,852 22,852 449 22,403
Bank loan 21 -- 21 -- 21
Income taxes payable 14,467 -- 14,467 -- 14,467
--------- --------- --------- --------- ---------
Total current liabilities 95,769 4,615 100,384 3,159 97,225
--------- --------- --------- --------- ---------
Minority interest 10,609 (10,609) (C) -- -- --
Shareholders' equity 505,796 (1,300) (A) 531,549 57,652 473,897
(615) (B)
27,668 (C)
--------- --------- --------- --------- ---------
Total liabilities and
shareholders' equity $ 612,174 $ 19,759 $ 631,933 $ 60,811 $ 571,122
========= ========= ========= ========= =========
</TABLE>
The accompanying notes to the unaudited pro forma condensed consolidated
balance sheets are an integral part of these statements.
13
<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 $615 to be
incurred by Cybear in connection with the Reorganization which will be
charged to shareholders' equity. As the effect of the costs is
non-recurring, it has 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
June 30, 2000 Elimination June 30, 2000
--------------- ---------------- ----------------
<S> <C> <C> <C>
Andrx ownership of Cybear 12,877,000 (2,058,700) 10,818,300
Minority ownership of Cybear 4,897,000 -- 4,897,000
--------------- ---------------- ----------------
Total Cybear shares outstanding 17,774,000 (2,058,700) 15,715,300
================
Times assumed per share price $ 5.00 $ 5.65
--------------- ----------------
Total Cybear market capitalization $ 88,870 $ 88,870
=============== ================
Minority ownership of Cybear 4,897,000
Times adjusted market price $ 5.65
----------------
Purchase price of minority interest acquired 27,668
Less: minority interest historical basis (10,609)
----------------
Goodwill - Purchase price of minority interest in
excess of its historical basis 17,059
Goodwill - Andrx Group estimated fees and expenses
(See Note A)
2,700
----------------
Total Goodwill allocated to Cybear Group $ 19,759
================
</TABLE>
For purposes of the unaudited pro forma condensed consolidated financial data,
the market price of Cybear, Inc. common stock was assumed to be $5.00 per share,
which was adjusted to $5.65 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 approximately 525,000 shares of Cybear common stock currently owned by
Andrx. In connection with the repurchase of the historical Cybear minority
interest, the resulting goodwill of $19,759 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.
14
<PAGE>
ANDRX CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS
SIX MONTHS ENDED JUNE 30, 2000
(in thousands, except for share and per share amounts)
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------
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 $ 244,059 $ -- $ 244,059 $ 1,468 $ 242,591
Operating expenses 193,831 988 (E) 193,934 14,434 179,500
(885) (F)
------------ ------------ ------------ ------------ ------------
Income (loss) from operations 50,228 (103) 50,125 (12,966) 63,091
Other income (expense), net 6,865 (3,245) (D) 3,620 1,064 2,556
------------ ------------ ------------ ------------ ------------
Income (loss) before income taxes 57,093 (3,348) 53,745 (11,902) 65,647
Income tax benefit (provision) (23,980) 3,935 (H) (20,045) -- (20,045)
------------ ------------ ------------ ------------ ------------
Net income (loss) $ 33,113 $ 587 $ 33,700 $ (11,902) $ 45,602
============ ============ ============ ============ ============
Basic net income (loss) per share $ 0.51 $ (0.76) $ 0.71
============ ============ ============
Diluted net income (loss) per share $ 0.49 $ (0.76) $ 0.68
============ ============ ============
Basic weighted average shares of common
stock outstanding 64,348,900 15,679,900 (I) 64,348,900
============ ============ ============
Diluted weighted average shares of common
stock outstanding 67,013,100 15,679,900 (I) 67,013,100
============ ============ ============
</TABLE>
The accompanying notes to the unaudited pro forma condensed consolidated
financial statements are an integral part of these statements.
15
<PAGE>
ANDRX CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Year Ended December 31, 1999
(in thousands, except for share and per share amounts)
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------
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 1,976 (E) 333,029 16,910 316,119
------------ ------------ ------------ ------------ ------------
Income (loss) from operations 144,937 (1,976) 142,961 (16,640) 159,601
Other income (expense), net 4,522 (1,937) (D) 2,585 1,066 1,519
------------ ------------ ------------ ------------ ------------
Income (loss) before income taxes 149,459 (3,913) 145,546 (15,574) 161,120
Income tax benefit (provision) (55,405) (2,824) (G) (53,240) -- (53,240)
4,989 (H)
------------ ------------ ------------ ------------ ------------
Net income (loss) $ 94,054 $ (1,748) $ 92,306 $ (15,574) $ 107,880
============ ============ ============ ============ ============
Basic net income (loss) per share $ 1.52 $ (1.16) $ 1.74
============ ============ ============
Diluted net income (loss) per share $ 1.45 $ (1.16) $ 1.66
============ ============ ============
Basic weighted average shares of
common stock outstanding 61,979,800 13,411,300 (I) 61,979,800
============ ============ ============
Diluted weighted average shares of
common stock outstanding 64,953,200 13,411,300 (I) 64,953,200
============ ============ ============
</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
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 of $3,245
for the six months ended June 30, 2000 and $1,937 for the year ended
December 31, 1999 resulting from the minority ownership of Cybear which
is eliminated as a result of the Reorganization.
(E) Reflects the amortization of goodwill of $988 for the six months ended
June 30, 2000 and $1,976 for the year ended December 31, 1999 of
goodwill totaling $19,759, consisting of $17,059 representing the
excess of the purchase price of $27,668 offset by historical minority
interest of $10,609 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 six months ended June 30, 2000, reflects the elimination of
fees and expenses of $885 incurred by Cybear in connection with the
Reorganization. As the effect of the costs is non-recurring, it has
been eliminated in the unaudited pro forma condensed consolidated
statements of operations for the six months ended June 30, 2000.
(G) 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 H)
pursuant to the Reorganization.
(H) Represents the Cybear Group income tax benefit allocated to Andrx Group
pursuant to the Reorganization as follows:
<TABLE>
<CAPTION>
Six Months Ended Year Ended
June 30, 2000 December 31, 1999
-------------------- -----------------
<S> <C> <C>
Cybear Group loss before income taxes $ 11,902 $ 15,574
Nondeductible goodwill amortization
(including historical amortization) 1,267 2,091
-------------------- -----------------
Taxable loss 10,635 13,483
Federal and state statutory tax rate 37% 37%
-------------------- -----------------
Income tax benefit $ 3,935 $ 4,989
==================== =================
</TABLE>
(I) Pro Forma Cybear Group weighted average shares outstanding consists of
the following:
<TABLE>
<CAPTION>
Six Months Ended Year Ended
June 30, 2000 December 31, 1999
-------------------- -----------------
<S> <C> <C>
Historical Cybear weighted average 17,738,600 15,470,000
shares outstanding
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 15,679,900 13,411,300
==================== =================
</TABLE>
(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.
17
<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, Inc.'s ("Cybear") 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 U.S.
Food and Drug Administration ("FDA") granted final approval of Andrx'
Abbreviated New Drug Application ("ANDA") for its bioequivalent version of
Dilacor XR(R), Andrx' first manufactured product, which it immediately launched
as Diltia XT(R).
18
<PAGE>
In September 1997, Andrx entered into a Stipulation and Agreement
("Stipulation") with Aventis S.A. ("Aventis") of the patent infringement
litigation involving Cardizem(R) 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(R) 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(R) CD. In June 1999, the litigation concerning Cardizem(R) CD was
resolved and on June 23, 1999, Andrx launched its reformulated bioequivalent
version of Cardizem(R) CD, Cartia XT(R) which enjoyed a 180-day period of
marketing exclusivity through December 19, 1999.
In June 1999, Andrx entered into an agreement with Geneva
Pharmaceuticals, Inc. ("Geneva") a member of the Novartis pharmaceutical 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 New Drug Applications (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. In June 2000 the Company amended its agreement with Geneva to
include, among other things, additional funding of certain controlled-release
dosage forms of existing products that Andrx is developing for submission as
NDAs. Andrx has also committed to continuing to sell Geneva's bioequivalent
products through Anda, Inc. ("Anda"), the Company's distribution subsidiary.
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%.
In September 1999, Andrx commenced a venture to distribute healthcare
products to physician offices on orders placed through the Internet.
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 announced that they entered into a definitive Agreement and Plan of
Merger and Reorganization (the "Reorganization") with respect to their
previously announced tracking stock reorganization plan. This Reorganization
plan was recommended to the Cybear Board of Directors by its special committee
and approved by the boards of both Cybear and Andrx, and will create two classes
of Andrx common stock, Cybear Group Common Stock, to separately track the
performance of Cybear, and Andrx Group Common Stock to track the performance of
Andrx other than its ownership of Cybear. The Reorganization plan, will be
submitted for approval to the shareholders of Andrx and Cybear on September 5,
2000 at the Andrx annual meeting of shareholders and the Cybear special meeting
of shareholders.
19
<PAGE>
Results of Operations
Three months ended June 30, 2000 ("2000 Quarter"), as compared to three months
ended June 30, 1999 ("1999 Quarter")
For the 2000 Quarter, Andrx reported net income of $16.7 million or
$0.25 per diluted share, as compared to net income of $48.9 million or $0.75 per
diluted share for the 1999 Quarter. The 1999 Quarter included the one time
retroactive fee received pursuant to the Stipulation related to the then
resolved patent infringement litigation involving Cartia XT(R).
Sales from distributed products increased by 19.2% to $78.8 million for
the 2000 Quarter, as compared to $66.1 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. The 2000 Quarter also includes sales from Valmed
Pharmaceuticals, Inc. ("Valmed"), which Andrx acquired in March 2000.
Sales from manufactured products increased by 26.0% to $46.0 million
for the 2000 Quarter, as compared to $36.5 million in the 1999 Quarter. Sales
from manufactured products include sales of Diltia XT(R), the Company's
bioequivalent version of Dilacor XR(R) for the 2000 Quarter and the 1999
Quarter, and Cartia XT(R) commencing June 23, 1999, which enjoyed a 180-day
period of marketing exclusivity through December 19, 1999.
In the 1999 Quarter, Andrx received $60.7 million in interim and
retroactive fees pursuant to the Stipulation.
The Company generated $3.8 million of licensing and other revenues in
the 2000 Quarter, as compared to $1.2 million 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, as
amended.
Gross profit from sales of distributed and manufactured products was
$51.7 million with a gross margin of 41.5% in the 2000 Quarter, as compared to
$43.0 million, with a gross margin of 41.9% in the 1999 Quarter. The increase in
gross profit is primarily the result of the increase in sales of manufactured
products within the product mix.
Selling, general and administrative expenses were $14.3 million or
11.2% of total revenues for the 2000 Quarter, as compared to $16.7 million or
10.2% of total revenues for the 1999 Quarter. Selling, general and
administrative expenses include royalties paid to the Company's Co-Chairman and
Chief Scientific Officer related to interim and retroactive Stipulation fees and
sales of Cartia XT(R).
Research and development expenses were $10.5 million in the 2000
Quarter, as compared to $6.2 million in the 1999 Quarter. The increase in
research and development expenses of $4.2 million or 67.9% 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 $5.8 million of Internet operating
expenses in the 2000 Quarter, as compared to $3.9 million in the 1999 Quarter.
The increase in expenses 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 approximately $900,000
of non-recurring charges primarily consisting of costs incurred by Cybear to
resolve a dispute over performance under an agreement and termination of such
agreement.
20
<PAGE>
Minority interest was $1.4 million in the 2000 Quarter, as compared to
$763,000 in the 1999 Quarter. The increase in minority interest is a result of
the increase in minority ownership of Cybear, primarily as a result of the
issuance of Cybear common stock in Cybear's June 1999 public offering. In
addition, Cybear's net losses increased in the 2000 Quarter to $5.2 million from
$1.8 million in the 1999 Quarter.
Interest income was $2.8 million in the 2000 Quarter, as compared to
$537,000 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 proceeds of $235.8
million received from Andrx' May 2000 public offering, net proceeds of $50.8
million received from Cybear's June 1999 public offering, and the net cash
provided by operating activities. The Company invests in investment grade
interest bearing securities.
Interest expense decreased to $221,000 in the 2000 Quarter, as compared
to $483,000 in the 1999 Quarter. The decrease in interest expense was primarily
the result of a lower average level of borrowings under the Company's bank loan
during the 2000 Quarter, as compared to the 1999 Quarter. The borrowings are
primarily utilized to fund the Company's distribution operations.
For the 2000 Quarter, the Company provided $12.1 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 expected 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 based on Cybear's history of net losses. For the 1999 Quarter, the
Company provided $30.0 million for Federal and state income taxes or 38% of
income before income taxes, which was the Company's then estimated annual 1999
effective tax rate.
The diluted weighted average shares of common stock outstanding was
68.2 million in the 2000 Quarter, as compared to 64.9 million in the 1999
Quarter. Such increase resulted primarily from the Company's May 2000 public
equity offering of 5,185,128 shares. 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.
Six months ended June 30, 2000 ("2000 Period"), as compared to six months ended
June 30, 1999 ("1999 Period")
For the 2000 Period, Andrx reported net income of $33.1 million or
$0.49 per diluted share, as compared to net income of $55.8 million or $0.87
per diluted share for the 1999 Period. The 1999 Period includes $70.7 million in
fees received pursuant to the Company's Stipulation with Aventis.
For the 2000 Period, sales from distributed products increased by 13.6%
to $146.6 million, as compared to $129.1 million for the 1999 Period. 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
participation in the distribution of new products launched by other
pharmaceutical companies, offset by overall price declines. The 2000 Period also
includes sales from Valmed, which Andrx acquired in March 2000.
Sales from manufactured products increased by 120.4% to $90.1 million
for the 2000 Period, as compared to $40.9 million for the 1999 Period. Sales
from manufactured products include sales of the Company's bioequivalent version
of Dilacor XR(R), Diltia XT(R) for the 2000 Period and the 1999 Period and
Cartia XT(R) the Company's bioequivalent version of Cardizem(R) CD commencing
June 23, 1999, which enjoyed a 180-day period of marketing exclusivity through
December 19, 1999.
21
<PAGE>
In the 1999 Period, Andrx received $70.7 million in interim and
retroactive Stipulation fees.
The Company recorded $7.3 million of licensing and other revenues in
the 2000 Period, as compared to $1.7 million in the 1999 Period.
Gross profit from sales of distributed and manufactured products was
$100.5 million with a gross margin of 42.4% in the 2000 Period, as compared to
$57.6 million or 33.9% in the 1999 Period. The increase in gross profit is
primarily the result of the increase in sales of manufactured products within
the product mix.
Selling, general and administrative expenses were $25.9 million or
10.6% of total revenues for the 2000 Period, as compared to $26.3 million or
10.9% of total revenues for the 1999 Period. Selling, general and administrative
expenses include royalties paid to the Company's Co-Chairman and Chief
Scientific Officer related to interim and retroactive Stipulation fees and sales
of Cartia XT(R).
Research and development expenses were $18.7 million in the 2000
Period, as compared to $10.6 million in the 1999 Period. The increase in
research and development expenses of 77.0% reflects the progress in and
expansion of the Company's development activities for its ANDA and NDA drug
development programs.
In the 2000 Period, through Cybear, the Company incurred $13.0 million
of Internet operating expenses, as compared to $6.7 million in the 1999 Period.
Such increase is primarily the result of progress in applications development
and the establishment and expansion of the related operational and
administrative infrastructure and also includes approximately $2 million of
non-recurring charges primarily consisting of costs incurred by Cybear to
resolve a dispute over performance under an agreement and termination of such
agreement.
Minority interest was $3.2 million in the 2000 Period, as compared to
$814,000 in the 1999 Period. The increase in minority interest is a result of
the increase in minority ownership of Cybear, primarily as a result of the
issuance of Cybear common stock in Cybear's June 1999 public offering. In
addition, Cybear's net losses increased in the 2000 Period to $11.8 million from
$3.3 million in the 1999 Period.
In the 1999 Period 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 $4.3 million in the 2000 Period, as compared to
$903,000 in the 1999 Period. 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 Period, as compared to the 1999
Period.
Interest expense increased to $695,000 in the 2000 Period, as compared
to $637,000 in the 1999 Period. 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 Period, as compared to the 1999 Period.
In the 2000 Period, the Company provided $24.0 million for Federal and
state income taxes or 42% of income before taxes. In the 1999 Period, the
Company provided $32.0 million for Federal and state income taxes or 36% of
income before taxes.
The diluted weighted average shares of common stock outstanding was
67.0 million in the 2000 Period, as compared to 64.5 million in the 1999 Period.
The increase in such diluted weighted average shares of common stock outstanding
in the 2000 Period, as compared to the 1999 Period resulted primarily from the
May 2000 Andrx public equity offering. 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.
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Liquidity and Capital Resources
As of June 30, 2000, Andrx had $347.1 million in cash, cash equivalents
and investments available-for-sale of which $21.0 million related to Cybear, and
$436.5 million of consolidated working capital.
Net cash provided by operating activities was $31.2 million in the 2000
Period, as compared to $27.8 million in the 1999 Period. The 2000 Period
includes net income of $33.1 million, a decrease in accounts receivable of $11.4
million, offset by decreases in accounts payable and accrued liabilities of
$10.9 million. In comparison the 1999 Period includes net income of $55.8
million, increases in accounts payable and accrued liabilities of $12.7 million
and an increase in income taxes payable of $28.1 million, offset by increases in
accounts receivable of $36.8 million and inventories of $29.3 million.
Net cash used in investing activities was $121.3 million in the 2000
Period, as compared to $46.5 million in the 1999 Period. In the 2000 Period and
the 1999 Period, the Company invested $24.2 million and $10.0 million,
respectively, in property, plant and equipment. In the 2000 Period and the 1999
Period the Company purchased $81.9 million and $36.5 million, respectively, of
investments available-for-sale. In the 2000 Period the Company acquired Valmed
Pharmaceutical, Inc. for $15.2 million including transaction costs, net of cash
acquired.
Net cash provided by financing activities was $231.8 million in the
2000 Period, as compared to $84.0 million in the 1999 Period. Net cash provided
by financing activities in the 2000 Period consisted primarily of $235.8 million
in net proceeds from Andrx' May 2000 public offering, $4.2 million in proceeds
from the issuance of shares of common stock upon the exercises of stock options,
$11.7 million of income tax benefits relating to the exercises of stock options,
offset by $20.2 million of repayments on net borrowings under the Company's bank
loan. Net cash provided by financing activities for the 1999 Period consisted of
$5.3 million in proceeds from the issuance of shares of common stock upon the
exercises of stock options and warrants, $3.6 million of income tax benefits
relating to the exercises of stock options, $24.0 million of net borrowings
under the Company's bank loan and $50.8 million in net proceeds from Cybear's
public share offering in June 1999.
The Company had an outstanding short-term borrowing balance of $21,000
as of June 30, 2000, as compared to $20.2 million as of December 31, 1999 under
its distribution subsidiary's $30.0 million bank loan. 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 (ANDA) and brand (NDA) development
programs. The Company anticipates that its existing capital resources will be
sufficient to enable it to maintain its operations for the foreseeable future.
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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
24
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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)
August 14, 2000
25
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EXHIBIT INDEX
Exhibit Description
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27 Financial Data Schedule
