IVC INDUSTRIES INC
10-Q, 1998-03-17
PHARMACEUTICAL PREPARATIONS
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================================================================================

                       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 January 31, 1998

|_|   TRANSITION REPORT PURSUANT TO SECTION 13 OR 13(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934.

FOR THE TRANSITION PERIOD FROM ________________________ TO _____________________

                        COMMISSION FILE NUMBER 33-73406.
                                               ---------

                              IVC INDUSTRIES, INC.
                              --------------------
             (exact name of Registrant as specified in its charter)

              DELAWARE                                        22-1567481
- -------------------------------------                    ----------------------
  (state or other jurisdiction of                          (I.R.S. Employer
  incorporation or organization)                          identification no.)

 500 HALLS MILL ROAD, FREEHOLD, NEW JERSEY                       07728
- -------------------------------------------                   ----------
  (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                    (ZIP CODE)

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE          (732) 308-3000
                                                            --------------

                                 NOT APPLICABLE
                                 --------------
      (former name, address and fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Exchange Act during the past 12
months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days.

                          Yes |X|            No |_|

Registrant had 17,127,392 shares of common stock outstanding as of March 9,
1998.

================================================================================
<PAGE>

                              IVC INDUSTRIES, INC.

                                Table of Contents

                                                                        Page No.
                                                                        --------

Part I.   Financial Information

          Item 1. Financial Statements

          Consolidated Balance Sheets as at
          January 31, 1998 and July 31, 1997...................................3

          Consolidated Statements of Income
          For the Three and Six Months Ended January 31, 1998 and 1997.........4

          Consolidated Statements of Cash Flows
          For the Six Months Ended January 31, 1998 and 1997...................5

          Notes to Consolidated Financial Statements...........................6

          Item 2. Management's Discussion and Analysis of
          Financial Condition and Results of Operations........................8

Part II.  Other Information...................................................11

Signature Page................................................................13
<PAGE>

Item 1. Financial Statements.

                      IVC INDUSTRIES, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                    AS AT JANUARY 31, 1998 AND JULY 31, 1997
              (Dollars in Thousands, Except Per Share Information)

                           --------------------------
                                                         January 31,   July 31,
                                                            1998         1997
                                                         ----------    --------
                                                         (unaudited)

                     ASSETS
Current Assets:
  Cash and cash equivalents                               $  1,228     $    179
  Accounts receivable                                       16,683        9,567
  Inventories                                               26,473       31,185
  Deferred taxes                                             2,353        2,353
  Prepaid expenses and other current assets                  2,814        2,347
                                                          --------     --------
    Total Current Assets                                    49,551       45,631

Property and Equipment - Net                                17,644       17,999

Notes Receivable - Related Parties                             568          568
Goodwill - Net                                               1,841        1,867
Other Assets                                                 3,025        3,326
                                                          --------     --------
     Total Assets                                         $ 72,629     $ 69,391
                                                          ========     ========

       LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities:
  Current portion of long-term debt                       $  1,459     $  1,434
  Accounts payable and accrued expenses                     22,357       19,841
                                                          --------     --------
    Total Current Liabilities                               23,816       21,275

Long-Term Debt                                              31,253       31,430
Deferred Taxes                                                 170          170
Other Liabilities                                               99           99
                                                          --------     --------
    Total Liabilities                                       55,338       52,974
                                                          --------     --------

Shareholders' Equity:
  Preferred stock, no par value, 2,000,000 shares
    authorized, none issued                                     --           --
  Common stock, $.01 par value, 25,000,000 shares
    authorized; 17,127,392 issued and outstanding              171          171
  Additional paid-in capital                                11,446       11,446
  Foreign currency translation adjustment                     (165)        (116)
   Retained earnings                                         5,839        4,970
   Less:  Common stock in treasury at cost; 0 and
   32,000 shares at January 31, 1998 and July 31,
   1997, respectively                                           --          (54)
                                                          --------     --------
     Total Shareholders' Equity                             17,291       16,417
                                                          --------     --------

Total Liabilities and Shareholders' Equity                $ 72,629     $ 69,391
                                                          ========     ========

          See accompanying notes to consolidated financial statements.


                                       3
<PAGE>

                      IVC INDUSTRIES, INC. AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME
       FOR THE THREE MONTHS AND SIX MONTHS ENDED JANUARY 31, 1998 AND 1997
              (Dollars in Thousands, Except Per Share Information)
                                   (unaudited)

                           --------------------------

<TABLE>
<CAPTION>
                                                     Three Months              Six Months
                                                  Ended January 31,         Ended January 31,
                                              ------------------------  ------------------------
                                                  1998         1997         1998         1997
                                              -----------  -----------  -----------  -----------

<S>                                           <C>          <C>          <C>          <C>        
Net sales                                     $    29,253  $    27,267  $    56,962  $    58,830

Cost of sales                                      21,215       20,965       42,123       44,433
                                              -----------  -----------  -----------  -----------

Gross profit                                        8,038        6,302       14,839       14,397

Selling, general and administrative expenses        6,637        5,253       12,416       11,465
                                              -----------  -----------  -----------  -----------

Income from operations                              1,401        1,049        2,423        2,932

Other expenses - net                                  613          398        1,160          829
                                              -----------  -----------  -----------  -----------

Income before income taxes                            788          651        1,263        2,103

Income tax provision                                  252          260          394          840
                                              -----------  -----------  -----------  -----------

Net income                                    $       536  $       391  $       869  $     1,263
                                              ===========  ===========  ===========  ===========

Basic earnings per share                      $       .03  $       .02  $       .05  $       .07
                                              ===========  ===========  ===========  ===========

Diluted earnings per share                    $       .03  $       .02  $       .05  $       .07
                                              ===========  ===========  ===========  ===========

Weighted average common shares:

  Basic                                        17,127,392   17,094,742   17,124,957   17,094,742
                                              ===========  ===========  ===========  ===========
  Diluted                                      17,196,917   17,097,675   17,182,172   17,135,072
                                              ===========  ===========  ===========  ===========
</TABLE>

          See accompanying notes to consolidated financial statements.


                                       4
<PAGE>

                      IVC INDUSTRIES, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
               FOR THE SIX MONTHS ENDED JANUARY 31, 1998 AND 1997
                             (Dollars in Thousands)
                                   (unaudited)

                           --------------------------
                                                               1998       1997
                                                             -------   ---------
      CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                                   $   869   $  1,263
                                                             -------   --------
Adjustments to reconcile net income to net cash provided by
  operating activities:
  Depreciation and amortization                                1,131      1,040
  Stock Distributed to employee savings plan                      54         --
  Changes in assets - (increase) decrease:
    Accounts receivable                                       (7,116)     1,622
    Inventories                                                4,712      1,984
    Prepaid expenses and other current assets                   (467)      (809)
    Other assets                                                 261     (1,058)
  Changes in liabilities - increase:
    Accounts payable and accrued expenses                      2,516        771
    Other                                                         --         78
                                                             -------   --------
      Total adjustments                                        1,091      3,628
                                                             -------   --------
    Net Cash Provided By Operating Activities                  1,960      4,891
                                                             -------   --------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Additions to property and equipment                           (710)      (885)
                                                             -------   --------
    Net Cash Provided By (Used In) Investment Activities        (710)      (885)
                                                             -------   --------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Principal payments on long term debt                        (3,483)   (18,711)
  Proceeds from long term debt                                 3,331     14,904
                                                             -------   --------
    Net Cash Provided By (Used In) Financing Activities         (152)    (3,807)
                                                             -------   --------
  Foreign currency translation adjustment                        (49)       (11)
                                                             -------   --------

NET INCREASE IN CASH                                           1,049        188
CASH AND CASH EQUIVALENTS - BEGINNING                            179        420
                                                             -------   --------
CASH AND CASH EQUIVALENTS - ENDING                           $ 1,228   $    608
                                                             =======   ========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
  Cash paid during the period for:
    Interest                                                 $   896   $    986
                                                             =======   ========
    Taxes                                                    $   258   $    811
                                                             =======   ========

          See accompanying notes to consolidated financial statements.


                                       5
<PAGE>

                      IVC INDUSTRIES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)

                           --------------------------

Note 1 - Basis of Presentation and Other Matters:

      The accompanying unaudited consolidated financial statements, which are
for interim periods, do not include all disclosures provided in the annual
consolidated financial statements. These unaudited consolidated financial
statements should be read in conjunction with the consolidated financial
statements and the footnotes thereto contained in the IVC Industries, Inc. (the
"Company") Annual Report on Form 10-K for the year ended July 31, 1997, as filed
with the Securities and Exchange Commission.

      In the opinion of the Company, the accompanying unaudited consolidated
financial statements contain all adjustments (which are of a normal recurring
nature) necessary for a fair presentation of the financial statements. The
results of operations for the interim periods are not necessarily indicative of
the results to be expected for the full year.

      Certain amounts have been reclassified to conform with the current period
presentation. These reclassifications had no effect on net income.

Note 2 - Inventories:

      Inventories consist of the following:

                                                          January 31,   July 31,
                                                             1998         1997
                                                          ----------    --------
                                                          (dollars in thousands)

Finished Goods                                             $ 9,465       $16,697
Bulk and Work in Process                                     9,499         9,155
Raw Materials and Packaging Components                       7,509         5,333
                                                           -------       -------

Total Inventory                                            $26,473       $31,185
                                                           =======       =======

          See accompanying notes to consolidated financial statements.


                                       6
<PAGE>

Note 3 - Earnings Per Share:

      Basic earnings per share are based on the weighted average number of
common shares outstanding during the three-month and six-month periods ended
January 31, 1998 and 1997. Diluted earnings per share include the effect of
outstanding stock options if exercised. The following is a reconciliation
between the basic and diluted earnings per share:

<TABLE>
<CAPTION>
                                               (Dollars in Thousands, Except Per Share Information)

                                                       Three Months               Six Months
                                                     Ended January 31,         Ended January 31,
                                                     -----------------         -----------------
                                                    1998         1997         1998         1997
                                                -----------  -----------  -----------  -----------

<S>                                             <C>          <C>          <C>          <C>        
Numerator:
  Numerator for basic earnings per share -
  Income available to common stockholders       $       536  $       391  $       869  $     1,263

  Numerator for diluted earnings per share -
  Income available to common stockholders       $       536  $       391  $       869  $     1,263
                                                -----------  -----------  -----------  -----------

Denominator:
  Denominator for basic earnings per share -
  Weighted average shares                        17,127,392   17,094,742   17,124,957   17,094,742

  Effect of dilutive securities:
    Stock Options                                    69,525        2,933       57,215       40,330

  Denominator for diluted earnings per share -
  Weighted average shares                        17,196,917   17,097,675   17,182,172   17,135,072
                                                -----------  -----------  -----------  -----------

Basic earnings per share                        $      0.03  $      0.02  $      0.05  $      0.07
                                                -----------  -----------  -----------  -----------

Diluted earnings per share                      $      0.03  $      0.02  $      0.05  $      0.07
                                                -----------  -----------  -----------  -----------
</TABLE>

      Options to purchase 516,984 shares of common stock at prices ranging from
$2.34 - $4.50 per share and 566,984 shares of common stock at prices ranging
from $1.93 - $4.50 were outstanding at January 31, 1998 and 1997, respectively.
These options were not included in the computation of diluted earnings per share
due to the options' exercise price being greater than the average market price
of the common shares.

          See accompanying notes to consolidated financial statements.


                                       7
<PAGE>

Item 2. Management's Discussion and Analysis of Financial Condition and Results
        of Operations.

Three Months Ended January 31, 1998 Compared to the Three Months Ended January
31, 1997

      Net Sales. Net sales for the three months ended January 31, 1998 were
$29.3 million, an increase of $2.0 million or approximately 7% over the three
months ended January 31, 1997. The increase was primarily attributable to higher
sales levels recorded by Intergel, the Company's soft gelatin encapsulation
division, the inclusion of the Vitamin Specialties operations, which were
acquired in June 1997, and increased sales levels at the Company's West Coast
and Canadian operations. Partially offsetting these factors was the reduction in
sales of a line of products to a significant customer, reflecting the
termination of the supply agreement relative to the customer's store brand,
during the year ago quarter. The Company's core business products are
distributed through leading chain drug, supermarket and mass merchandising
retailers. The current consolidation trend amongst these retailers poses
additional opportunities, as well as challenges, in the future. The Company
believes that, based on its relationships with its retail customers, it is well
positioned to participate in the industry's future growth. However, there can be
no assurance that the Company's current growth rates will continue, nor what
effect, if any, continued consolidation amongst the Company's retail customers
will have on the Company.

      Cost and Expenses. Cost of sales for the three months ended January 31,
1998 were $21.2 million, an increase of $0.3 million or approximately 1% over
the three months ended January 31, 1997. Cost of sales decreased 4.3% as a
percentage of net sales over the comparative period in the prior year, as a
result of the shift in the sales mix toward the Company's higher margined
branded products, improved operating efficiencies at Intergel resulting from
increased levels of manufacturing activities and the inclusion of the Company's
Vitamin Specialties operations.

      Selling, general and administrative expenses. Selling, general and
administrative expenses for the three months ended January 31, 1998 were $6.6
million, an increase of $1.4 million or approximately 26.3% over the prior
year's comparable period. This increase was primarily attributable to: (i)
increased levels of advertising and promotional activities, (ii) the expansion
of the Company's sales and marketing department, (iii) the inclusion of the
Vitamin Specialties operations, and (iv) distribution costs associated with
Intergel's higher level of shipments.

      Other Expenses, Net. Other expenses, net, for the three months ended
January 31, 1998, principally represent interest expense of $623,000, rental and
interest income of $87,000, and miscellaneous expenses, including foreign
exchange gains/losses and equipment and other asset dispositions, of $76,000.
Other expenses, net, for the three months ended January 31, 1997, principally
represent interest expense of $663,000, rental and interest income of $86,000,
and miscellaneous income, including foreign exchange gains/losses and equipment
and other asset dispositions, of $179,000.

          See accompanying notes to consolidated financial statements.


                                       8
<PAGE>

      Income Taxes. Income taxes generally reflect the effect of statutory
federal and state income tax rates and certain non-deductible expenses.

Six Months Ended January 31, 1998 Compared to the Six Months Ended January 31,
1997

      Net Sales. Net sales for the six months ended January 31, 1998 were $57.0
million, a decrease of $1.9 million or approximately 3% over the six months
ended January 31, 1997. The decrease was attributable to a reduction in sales of
a line of products to a significant customer reflecting the termination of the
supply agreement relative to the customer's store brand during the second
quarter in 1997. The decrease in net sales was partially offset by the higher
sales levels recorded by Intergel, the Company's soft gelatin encapsulation
division, and the inclusion of the Vitamin Specialties operations, which were
acquired in June 1997. Also contributing to the increase in net sales was the
continued growth in unit sales primarily at the Company's West Coast and
Canadian operations.

      Cost and Expenses. Cost of sales for the six months ended January 31, 1998
were $42.1 million, a decrease of $2.3 million or approximately 5.2% over the
six months ended January 31, 1997. Cost of sales decreased 1.6% as a percentage
of net sales over the comparative period in the prior year. Such decrease as a
percentage of sales was due to: (i) an improvement in the overall sales mix
toward higher margined branded products, (ii) a general decrease in
manufacturing costs resulting from the improvement in manufacturing efficiencies
stemming from higher operating levels at Intergel, and (iii) the inclusion of
the Vitamin Specialties operations. Partially offsetting the decrease in cost of
sales was an increase in manufacturing and packaging costs, resulting from
decreased operating efficiencies during the first quarter, which was
attributable to lower operating levels caused by a reduction in private label
sales levels coupled with the Company's inventory reduction program.

      Selling, general and administrative expenses. Selling, general and
administrative expenses for the six months ended January 31, 1998 were $12.4
million, an increase of $1.0 million or approximately 8.3% over the prior year's
comparable period. This increase was primarily attributable to: (i) increased
advertising and promotional activities, (ii) expansion of the Company's sales
and marketing department, (iii) increased distribution expenses attributable to
higher levels of shipments associated with Intergel's sales activities, and (iv)
expenses relating to the Vitamin Specialties operations.

      Other Expenses, Net. Other expenses, net, for the six months ended January
31, 1998, principally represent interest expense of $1.2 million, rental and
interest income of $128,000, and miscellaneous expenses, including foreign
exchange gains/losses, of $87,000. Other expenses, net, for the six months ended
January 31, 1997, principally represent interest expense of $1.1 million, rental
and interest income of $186,000, miscellaneous income, including equipment and
other asset dispositions, foreign exchange gains/losses, and insurance proceeds
in excess of the net book value of the related assets, of $42,000.

      Income Taxes. Income taxes generally reflect the effect of statutory
federal and state income tax rates and certain non-deductible expenses.

          See accompanying notes to consolidated financial statements.


                                       9
<PAGE>

Liquidity and Capital Resources

      At January 31, 1998, the Company had working capital of $25.7 million, as
compared to $24.4 million at July 31, 1997, an increase of $1.4 million. Its
working capital needs, primarily related to increased accounts receivable, costs
associated with securing long-term sales agreements and new product
introductions have been satisfied principally by reduced inventory levels and
cash generated by operations.

      For the six months ended January 31, 1998, cash flow from operating
activities was $2.0 million. A reduction in inventory levels provided $4.7
million, and accounts payable and accrued expenses provided $2.5 million. These
factors were offset by an increase in accounts receivable of $7.1 million, as
sales levels increased toward the end of the period.

      The Company believes that its existing cash balance and internally
generated funds from operations will provide the liquidity necessary to satisfy
the Company's working capital needs and anticipated capital expenditures for the
balance of the fiscal year.

Forward Looking Statements

      This report, including Management's Discussion and Analysis, contains
certain "forward-looking statements", within the meaning of Section 27A of the
Securities Act of 1933, which represent the Company's expectations or beliefs,
including, but not limited to, statements concerning industry performance, the
Company's operations, performance, financial condition, growth and acquisition
strategies, margins and growth in sales of the Company's products. 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", "estimate" or "continue" or the
negative or other variations thereof or comparable terminology are intended to
identify forward-looking statements. These statements by their nature involve
substantial risks and uncertainties, certain of which are beyond the Company's
control, and actual results may differ materially depending on a variety of
important factors, including beneficial or adverse trends in the domestic market
for vitamins and nutritional supplements, the gain or loss of significant
customers for the Company's products, the competitive environment in the vitamin
and nutritional supplement industry, and the enactment or promulgation of new
government legislation or regulation, as well as other risks and uncertainties
that may be detailed from time to time in the Company's reports filed with the
Securities and Exchange Commission.

          See accompanying notes to consolidated financial statements.


                                       10
<PAGE>

Part II. Other Information

Item 1. - Legal Proceedings

      Not applicable

Item 2. - Changes in Securities and Use of Proceeds

      Not applicable

Item 3. - Defaults upon Senior Securities

      Not applicable

Item 4. - Submission of Matters to a Vote of Security Holders

      Not applicable

Item 5. - Other Information

      Not applicable

Item 6. - Exhibits and Reports on Form 8-K

      Reports on Form 8-K: 
             None

      Exhibits:

      Exhibit     Description of
      Number      Exhibit
      -------     -------

       2.1        Merger Agreement, dated as of November 13, 1995, amended and
                  restated as of February 13, 1996, among International Vitamin
                  Corporation, Hall Laboratories, Inc., Andrew M. Pinkowski,
                  Rita Pinkowski, Vicki Welsh Jones and The Amelia Welsh Jones
                  Trust, under a Trust Agreement dated June 4, 1993 (1)

       3.1        Amended Certificate of Incorporation of IVC Industries, Inc.
                  (2)

       3.2        Amended and Restated By-laws of IVC Industries, Inc. (2)

       4.1        Common Stock Specimen (3)

       4.2        Warrant Specimen (3)

          See accompanying notes to consolidated financial statements.


                                       11
<PAGE>

       4.3        Warrant Agreement (3)

       10.1       Registration Rights Agreement (4)

       10.2       Registration Rights Agreement, dated April 30, 1996, among IVC
                  Industries, Inc., Andrew M. Pinkowski, Rita Pinkowski, Vicki
                  Welsh Jones, The Amelia Welsh Jones Trust, under a Trust
                  Agreement dated June 4, 1993, Lawrence A. Newman, Duane
                  Baxter, Peter W. Schreiber, John H. Dettra, Jr. And Larry
                  Corbridge (2)

       10.3       International Vitamin Corporation 1993 Stock Option Plan (3)

       10.4       International Vitamin Corporation 1995 Stock Option Plan (1)

       10.5       Credit Agreement, dated as of April 30, 1996, among IVC
                  Industries, Inc., the Bank's party thereto and The Chase
                  Manhattan Bank (National Association), as Agent (2)

       10.6       Guaranty, dated as of April 30, 1996, by the Guarantor (2)

       10.7       Guaranty Reimbursement Agreement, dated as of April 30, 1996,
                  by IVC Industries, Inc., International Vitamin Overseas Sales
                  Corp. and Hall Laboratories, Ltd., in favor of the Guarantor
                  (2)

       10.8       Letter of Reimbursement Agreement, dated as of April 30, 1996,
                  by and between IVC Industries, Inc., International Vitamin
                  Overseas Sales Corp. and The Chase Manhattan Bank (National
                  Association) (2)

       10.9       Subordination and Intercreditor Agreement, dated as of April
                  30, 1996, by the Guarantor, The Chase Manhattan Bank (National
                  Association), IVC Industries, Inc., International Vitamin
                  Overseas Sales Corp. and Hall Laboratories, Ltd. (2)

       10.10      Security Agreement, dated as of April 30, 1996, by IVC
                  Industries, Inc., in favor of the Guarantor (2)

       10.11      Security Agreement, dated as of April 30, 1996, by
                  International Vitamin Overseas Sales Corp., in favor of the
                  Guarantor (2)

       10.12      Security Agreement, dated as of April 30, 1996, by Hall
                  Laboratories, Ltd., in favor of the Guarantor (2)

       10.13      Trademark Collateral Assignment Agreement, dated as of April
                  30, 1996, by IVC Industries, Inc. (2)

          See accompanying notes to consolidated financial statements.


                                       12
<PAGE>

       10.14      Guaranty and Security Agreement, dated as of May 10, 1996, by
                  IVC Industries, Inc., in favor of the Guarantor (5)

       10.15      Guaranty and Security Agreement, dated as of May 10, 1996, by
                  International Vitamin Overseas Sales Corp., in favor of the
                  Guarantor (5)

       10.16      Guaranty and Security Agreement, dated as of May 10, 1996, by
                  Hall Laboratories, Ltd., in favor of the Guarantor (5)

       10.17      Trademark Collateral Assignment Agreement, dated as of May 10,
                  1996, by IVC Industries, Inc. (5)

       10.18      Employment Agreement with E. Joseph Edell (4)

       10.19      Employment Agreement with Arthur S. Edell (3)

       10.20      Employment Agreement with Andrew M. Pinkowski (2)

       10.21      Employment Agreement with I. Alan Hirschfeld (4)

       10.22      Loan and Security Agreement with NatWest Bank, N.A. (4)

       11         Earnings Per Share Computation (6)

       27         Financial Data Schedule

       27.1       Financial Data Schedule
- ---------------

       (1)        Incorporated herein by reference from the Company's Proxy
                  Statement and Annual Report to Shareholders, dated March 5,
                  1996.

       (2)        Incorporated herein by reference from the Form 8-K filed on
                  May 14, 1996.

       (3)        Incorporated herein by reference from the Registration
                  Statement number 33-73406 filed by the Company on Form SB-2.

       (4)        Incorporated herein by reference from Form 10-QSB filed by the
                  Company for the quarterly period ended April 30, 1995.

       (5)        Incorporated herein by reference from Amendment 2 to the Form
                  8-K filed on May 14, 1996, which was filed on August 9, 1996.

       (6)        Incorporated herein by reference from Form 10-K filed by the
                  Company for the fiscal year ended July 31, 1997

          See accompanying notes to consolidated financial statements.


                                       13
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



Dated:  March 17, 1998                    By:    /s/ Arthur S. Edell
                                              --------------------------------
                                                         President

Dated:  March 17, 1998                    By:    /s/ I. Alan Hirschfeld
                                              --------------------------------
                                                Executive Vice President and
                                                  Chief Financial Officer

          See accompanying notes to consolidated financial statements.


                                       14


<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
This schedule contains summary information extracted from Form 10-Q and is
qualified in its entireity by reference to such financial statements.
</LEGEND>
<CIK>                         0000916614
<NAME>                        IVC INDUSTRIES, INC.
<MULTIPLIER>                                    1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                         JUL-31-1998
<PERIOD-START>                             NOV-1-1997
<PERIOD-END>                              JAN-31-1998
<CASH>                                          1,228
<SECURITIES>                                        0
<RECEIVABLES>                                  16,683
<ALLOWANCES>                                        0
<INVENTORY>                                    26,473
<CURRENT-ASSETS>                               49,551
<PP&E>                                         17,644
<DEPRECIATION>                                      0
<TOTAL-ASSETS>                                 72,629
<CURRENT-LIABILITIES>                          23,816
<BONDS>                                             0
                               0
                                         0
<COMMON>                                          171
<OTHER-SE>                                     17,120
<TOTAL-LIABILITY-AND-EQUITY>                   72,629
<SALES>                                        29,253
<TOTAL-REVENUES>                                    0
<CGS>                                          21,215
<TOTAL-COSTS>                                   6,637
<OTHER-EXPENSES>                                    0
<LOSS-PROVISION>                                    0
<INTEREST-EXPENSE>                                623
<INCOME-PRETAX>                                   788
<INCOME-TAX>                                      252
<INCOME-CONTINUING>                               536
<DISCONTINUED>                                      0
<EXTRAORDINARY>                                     0
<CHANGES>                                           0
<NET-INCOME>                                      536
<EPS-PRIMARY>                                     .03
<EPS-DILUTED>                                     .03
        


</TABLE>

<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
This schedule contains summary information extracted from Form 10-Q and is
qualified in its entireity by reference to such financial statements.
</LEGEND>
<CIK>                         0000916614
<NAME>                        IVC INDUSTRIES, INC.
<MULTIPLIER>                                    1,000
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                         JUL-31-1998
<PERIOD-START>                             AUG-1-1997
<PERIOD-END>                              JAN-31-1998
<CASH>                                          1,228
<SECURITIES>                                        0
<RECEIVABLES>                                  16,683
<ALLOWANCES>                                        0
<INVENTORY>                                    26,473
<CURRENT-ASSETS>                               49,551
<PP&E>                                         17,644
<DEPRECIATION>                                      0
<TOTAL-ASSETS>                                 72,629
<CURRENT-LIABILITIES>                          23,816
<BONDS>                                             0
                               0
                                         0
<COMMON>                                          171
<OTHER-SE>                                     17,120
<TOTAL-LIABILITY-AND-EQUITY>                   72,629
<SALES>                                        56,962
<TOTAL-REVENUES>                                    0
<CGS>                                          42,143
<TOTAL-COSTS>                                  12,416
<OTHER-EXPENSES>                                    0
<LOSS-PROVISION>                                    0
<INTEREST-EXPENSE>                              1,201
<INCOME-PRETAX>                                 1,263
<INCOME-TAX>                                      394
<INCOME-CONTINUING>                               869
<DISCONTINUED>                                      0
<EXTRAORDINARY>                                     0
<CHANGES>                                           0
<NET-INCOME>                                      869
<EPS-PRIMARY>                                     .05
<EPS-DILUTED>                                     .05
        


</TABLE>


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