FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1997
Commission File Number 1-09623
IVAX CORPORATION
FLORIDA 16-1003559
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4400 BISCAYNE BOULEVARD, MIAMI, FLORIDA 33137
(Address of principal executive offices) (Zip Code)
(305) 575-6000
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
YES X NO
------ --------
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
121,498,071 SHARES OF COMMON STOCK, $.10 PAR VALUE, OUTSTANDING
AS OF JULY 30, 1997.
IVAX CORPORATION
INDEX
PART I - FINANCIAL INFORMATION PAGE NO.
--------
Item 1 - Financial Statements
Condensed Consolidated Balance Sheets as of June 30, 1997
and December 31, 1996 2
Condensed Consolidated Statements of Operations
for the three months and six months ended June 30, 1997 and 1996 3
Condensed Consolidated Statements of Cash Flows
for the six months ended June 30, 1997 and 1996 4
Notes to Condensed Consolidated Financial Statements 5
Item 2 - Management's Discussion and Analysis of Financial Condition and
Results of Operations 11
PART II - OTHER INFORMATION
Item 1 - Legal Proceedings 17
Item 6 - Exhibits and Reports on Form 8-K 17
PART I -- FINANCIAL INFORMATION
ITEM 1 -- FINANCIAL STATEMENTS
IVAX CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands)
JUNE 30, DECEMBER 31,
1997 1996
------------- ---------
ASSETS
Current assets:
Cash and cash equivalents $ 88,396 $ 80,806
Accounts receivable, net 148,282 191,423
Inventories 177,100 204,194
Other current assets 57,436 101,117
Net assets of discontinued operations 93,024 398,329
------------- -------------
Total current assets 564,238 975,869
Property, plant and equipment, net 204,868 223,312
Cost in excess of net assets of acquired companies, net 25,571 25,998
Patents, trademarks, licenses and other intangibles, net 27,267 28,728
Other 71,500 73,155
------------- -------------
Total assets $ 893,444 $ 1,327,062
============= =============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Loans payable $ 5,039 $ 5,027
Current portion of long-term debt 1,584 5,595
Accounts payable 51,529 58,075
Accrued income taxes payable 5,832 13,437
Accrued expenses and other current liabilities 79,918 79,479
------------- -------------
Total current liabilities 143,902 161,613
Long-term debt, net of current portion 104,574 442,819
Other long-term liabilities 10,961 12,934
Minority interest 14,333 14,568
Shareholders' equity:
Common stock, $.10 par value, authorized 250,000 shares,
issued and outstanding 121,496 shares (121,476 in 1996) 12,150 12,148
Capital in excess of par value 515,094 515,070
Retained earnings 105,507 160,960
Cumulative translation adjustment and other (13,077) 6,950
------------- -------------
Total shareholders' equity 619,674 695,128
------------- -------------
Total liabilities and shareholders' equity $ 893,444 $ 1,327,062
============= =============
THE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ARE AN
INTEGRAL PART OF THESE BALANCE SHEETS.
2
IVAX CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
PERIOD ENDED JUNE 30, THREE MONTHS SIX MONTHS
(In thousands, except per share data) 1997 1996 1997 1996
----------- ----------- ----------- --------
NET REVENUES $ 173,809 $ 151,627 $ 340,707 $ 367,437
COST OF SALES 120,267 115,744 229,986 229,762
----------- ----------- ----------- ------------
Gross Profit 53,542 35,883 110,721 137,675
----------- ----------- ----------- ------------
OPERATING EXPENSES:
Selling 33,379 29,080 62,934 55,623
General and administrative 28,881 24,032 56,302 44,459
Research and development 13,982 13,021 25,913 24,478
Amortization of intangible assets 968 1,384 1,951 2,197
Asset write-downs 20,500 - 20,500 -
Merger expenses 247 - 2,343 184
----------- ----------- ----------- ------------
Total operating expenses 97,957 67,517 169,943 126,941
----------- ----------- ----------- ------------
Income (loss) from operations (44,415) (31,634) (59,222) 10,734
OTHER INCOME (EXPENSE):
Interest income 1,215 157 1,873 419
Interest expense (5,275) (3,179) (10,920) (5,734)
Other income, net (493) (317) 6,587 3,802
----------- ----------- ----------- ------------
(4,553) (3,339) (2,460) (1,513)
----------- ----------- ----------- ------------
Income (loss) from continuing operations before
income taxes and minority interest (48,968) (34,973) (61,682) 9,221
PROVISION (BENEFIT) FOR INCOME TAXES 2,447 (13,387) (647) (5,864)
----------- ------------- ----------- ------------
Income (loss) from continuing operations
before minority interest (51,415) (21,586) (61,035) 15,085
MINORITY INTEREST (1,409) (1,718) (2,881) (3,902)
----------- ----------- ----------- ------------
Income (loss) from continuing operations (52,824) (23,304) (63,916) 11,183
Income from discontinued operations 7,447 9,373 10,600 10,782
----------- ----------- ----------- ------------
Income (loss) before extraordinary items (45,377) (13,931) (53,316) 21,965
Extraordinary items - losses on
extinguishment of debt, net of taxes (2,137) (2,072) (2,137) (2,073)
----------- ----------- ----------- ------------
NET INCOME (LOSS) $ (47,514) $ (16,003) $ (55,453) $ 19,892
=========== =========== =========== ============
EARNINGS (LOSS) PER COMMON SHARE:
Continuing operations $ (.43) $ (.19) $ (.53) $ .09
Discontinued operations .06 .08 .09 .09
Extraordinary items (.02) (.02) (.02) (.02)
----------- ----------- ----------- -----------
Net earnings (loss) $ (.39) $ (.13) $ (.46) $ .16
=========== =========== =========== ============
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING: 121,488 121,015 121,484 121,858
=========== =========== =========== ============
THE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ARE AN
INTEGRAL PART OF THESE STATEMENTS.
3
IVAX CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
SIX MONTHS ENDED JUNE 30, 1997 1996
---- ----
(In thousands)
Cash flows from operating activities:
Net income (loss) $ (55,453) $ 19,892
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Non cash charges relating to asset write-downs 20,500 -
Depreciation and amortization 16,576 14,319
Benefit for deferred taxes (5,982) (20,716)
Provision for allowances for doubtful accounts 3,046 1,467
Losses (gains) on sale of long-term assets 525 (567)
Losses on extinguishment of debt 2,137 1,640
Minority interest 2,881 3,902
Income from discontinued operations (10,600) (10,782)
Changes in assets and liabilities:
Decrease (increase) in accounts receivable 33,690 (9,318)
Decrease (increase) in inventories 21,326 (55,254)
Decrease (increase) in other current assets 44,387 (15,986)
Decrease (increase) in other assets 890 (1,459)
(Decrease) increase in accounts payable, accrued
expenses and other current liabilities (22,149) 25,921
Decrease in other long-term liabilities (619) (2,483)
Other, net (840) (760)
Net cash provided by (used for) discontinued operations 25,089 (7,296)
------------- -------------
Net cash provided by (used for) operating activities 75,404 (57,480)
------------- -------------
Cash flows from investing activities:
Proceeds from divestiture 320,000 -
Capital expenditures, net of proceeds from sales (16,856) (24,064)
Acquisitions of patents, trademarks, licenses
and other intangibles, net of sales proceeds (739) (719)
Acquisitions of businesses and other, net of cash acquired (10,500) (12,006)
Net cash used for discontinued operations (13,340) (16,415)
------------- -------------
Net cash provided by (used for) investing activities 278,565 (53,204)
------------- -------------
Cash flows from financing activities:
Borrowings on long-term debt and loans payable 46,911 485,220
Payments on long-term debt and loans payable (386,882) (310,450)
Issuance of common stock 26 31,777
Cash dividends paid - (6,057)
Net cash used for discontinued operations (93) (87,329)
------------- -------------
Net cash (used for) provided by financing activities (340,038) 113,161
------------- -------------
Effect of exchange rate changes on cash (6,341) (389)
------------- -------------
Net increase in cash and cash equivalents 7,590 2,088
Cash and cash equivalents at the beginning of the year 80,806 14,720
------------- -------------
Cash and cash equivalents at the end of the period $ 88,396 $ 16,808
============= =============
Supplemental disclosures:
Interest paid $ 13,743 $ 14,696
============= ============
Income tax (refunds) payments $ (48,039) $ 9,775
============= ============
THE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ARE AN
INTEGRAL PART OF THESE STATEMENTS.
4
IVAX CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(In thousands, except per share data)
(1) GENERAL:
In management's opinion, the accompanying unaudited condensed
consolidated financial statements of IVAX Corporation and subsidiaries ("IVAX")
contain all adjustments (consisting of only normal recurring adjustments)
necessary to present fairly the financial position of IVAX as of June 30, 1997,
and the results of its operations for the three and six months ended June 30,
1997 and 1996. The results of operations and cash flows for the six months ended
June 30, 1997 are not necessarily indicative of the results of operations or
cash flows which may be reported for the remainder of 1997.
The accompanying unaudited interim condensed consolidated financial
statements have been prepared pursuant to the rules and regulations of the
Securities and Exchange Commission for reporting on Form 10-Q. Pursuant to such
rules and regulations, certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted. The condensed consolidated
financial statements should be read in conjunction with the Consolidated
Financial Statements and the Notes to Consolidated Financial Statements included
in IVAX's Annual Report on Form 10-K for the year ended December 31, 1996.
The accounting policies followed for interim financial reporting are
the same as those disclosed in Note 2 of the Notes to Consolidated Financial
Statements included in IVAX's Annual Report on Form 10-K for the year ended
December 31, 1996.
Certain amounts presented in the condensed consolidated financial
statements for prior period's have been reclassified to conform to the current
periods presentation and as required with respect to discontinued operations.
(2) EARNINGS (LOSS) PER SHARE:
Earnings (loss) per share is computed by dividing net income (loss) by
the weighted-average number of common and dilutive common equivalent shares
outstanding for each period. Common stock equivalents include the dilutive
effect of all outstanding stock options and warrants using the treasury stock
method.
Statement of Financial Accounting Standards ("SFAS") No. 128, EARNINGS
PER SHARE, requires the disclosure of "basic" and "diluted" earnings per share
for periods ending after December 15, 1997. The computation under SFAS No. 128
differs from the computation of primary and fully diluted earnings per share
under Accounting Principles Board ("APB") Opinion No. 15 primarily in the manner
in which potential common stock (that is, securities such as options, warrants,
convertible securities, or contingent stock agreements) is treated. Basic
earnings per share is computed by dividing net income (loss) by the
weighted-average number of common shares outstanding for the period. In the
computation of diluted earnings per share, the weighted-average number of common
shares outstanding is adjusted for the effect of all dilutive potential common
stock.
Basic and diluted earnings per share computed in accordance with SFAS
No. 128 for the three and six months ended June 30, 1997 and 1996 do not differ
from the primary earnings per share
5
reported in the accompanying condensed consolidated statements of operations.
Both diluted earnings per share computed in accordance with SFAS No. 128 and
fully diluted earnings per share computed under APB Opinion No. 15 are not
dilutive for periods presented.
(3) ASSET WRITE-DOWNS:
During the second quarter of 1997, management reevaluated the carrying
value of certain long-lived assets. The reevaluation was performed, primarily,
in conjunction with initiatives to further consolidate facilities of IVAX's
domestic generic pharmaceutical operations in an effort to improve its
efficiency. As a result of these initiatives, a $20,500 asset write-down was
recognized which primarily represents an initial estimate of the minimum level
of charges associated with expected losses on facility disposals. Management
anticipates that it will continue to consolidate facilities and restructure its
domestic generic pharmaceutical operations in an ongoing effort to improve
efficiencies and operations. Accordingly, additional asset write-downs and
restructuring costs may be recorded in future periods as consolidation and
restructuring initiatives develop further.
These asset write-downs were recorded in accordance with SFAS No. 121,
ACCOUNTING FOR THE IMPAIRMENT OF LONG LIVED ASSETS AND FOR LONG LIVED ASSETS TO
BE DISPOSED OF, and are shown as asset write-downs in the accompanying condensed
consolidated statements of operations. Management determined the amount of the
write-downs based on various valuation techniques, including discounted cash
flow analysis, independent appraisals and third party offers.
(4) INCOME TAXES:
The provision (benefit) for income taxes is based on the consolidated
United States entities' and individual foreign companies' estimated tax rates
for the applicable year. IVAX utilizes the asset and liability method, and
deferred taxes are determined based on the estimated future tax effects of
differences between the financial accounting and tax bases of assets and
liabilities using the applicable tax laws. Deferred income tax provisions and
benefits are based on the changes in the deferred tax asset or tax liability
from period to period.
The provision (benefit) for income taxes from continuing operations
consists of the following:
PERIOD ENDED JUNE 30, THREE MONTHS SIX MONTHS
1997 1996 1997 1996
------------- -------------- ------------- ---------
Current:
United States $ - $ 5,292 $ 174 $ 645
Foreign, including Puerto Rico
and U.S. Virgin Islands 1,479 1,931 5,161 14,207
Deferred 968 (20,610) (5,982) (20,716)
------------- -------------- ------------ --------------
Provision (benefit) for income taxes $ 2,447 $ (13,387) $ (647) $ (5,864)
============= ============== ============ ==============
In the second quarter of 1997, IVAX recognized a $24,132 valuation
allowance against certain deferred tax assets generated from losses incurred in
the second quarter by its domestic operations. Management expects that it will
also recognize additional valuation allowances related to any future deferred
tax assets generated from its domestic operations until such time as sustainable
operating income is achieved.
6
As of June 30, 1997, a net deferred tax asset aggregating $72,484
($55,749 and $16,735 domestic and foreign, respectively) is included in other
current assets and liabilities and other assets and other long-term liabilities
in the accompanying condensed consolidated balance sheet. Realization of the net
deferred tax asset is dependent upon generating sufficient future taxable income
which will include income from the sale of non-strategic assets. Although
realization is not assured, management believes, after consideration of existing
valuation allowances, it is more likely than not that the remaining net deferred
tax asset will be realized. Management's estimates of future taxable income are
subject to revision due to, among other things, regulatory and competitive
factors affecting the generic pharmaceutical industry. Such factors are further
discussed in "Management's Discussion and Analysis of Financial Condition and
Results of Operations" included in IVAX's Annual Report on Form 10-K for the
year ended December 31, 1996.
(5) MERGERS:
On March 20, 1997, IVAX announced that Bergen Brunswig Corporation
("Bergen") unilaterally terminated the proposed merger between IVAX and Bergen.
On March 21, 1997, Bergen filed a lawsuit against IVAX in federal court
alleging, among other things, various breaches of the merger agreement. IVAX
does not believe that Bergen had a contractual right to terminate the merger
agreement, intends to defend the suit vigorously, and has filed a counterclaim
for breach of the merger agreement by Bergen. Included in the accompanying
condensed consolidated statement of operations for the six months ended June 30,
1997 are $2,343 of merger expenses related to the terminated merger.
(6) DIVESTITURE:
Effective May 30, 1997, IVAX sold McGaw, Inc. ("McGaw"), its
intravenous division, to B. Braun of America, Inc. ("B. Braun"), a subsidiary of
B. Braun Melsungen AG, for $320,000 in cash (subject to certain post-closing
adjustments), additional payments of up to $80,000 contingent upon the combined
operating results of McGaw and B. Braun's principal United States operating
subsidiary, and certain royalties based on sales of the Duplex(TM) drug delivery
system. The Duplex(TM) system, presently in development, is a multi-compartment
intravenous drug delivery system devised for drugs that have limited stability
after mixing. The gain on sale and results of operations of the intravenous
division were classified as part of discontinued operations for all periods
presented (See Note 7, Discontinued Operations).
(7) DISCONTINUED OPERATIONS:
During the second quarter of 1997, IVAX's board of directors determined
to divest its intravenous, personal care products and specialty chemicals
divisions. As a result, IVAX classified these businesses as discontinued
operations, and, accordingly, has included their results of operations in
income from discontinued operations in the accompanying condensed consolidated
statements of operations. Results of these operations were as follows:
7
PERIOD ENDED JUNE 30, THREE MONTHS SIX MONTHS
1997 1996 1997 1996
------------- -------------- ------------- ---------
INTRAVENOUS DIVISION (THROUGH MAY 30, 1997)
Net Revenues (1) $ 58,041 $ 84,840 $ 140,634 $ 168,043
Income from operations before taxes (2) $ 1,062 $ 2,573 $ 3,770 $ 1,970
Income tax benefit (42) (6,783) (427) (8,554)
------------- -------------- ------------- --------------
Income from operations $ 1,104 $ 9,356 $ 4,197 $ 10,524
------------- -------------- ------------- --------------
PERSONAL CARE PRODUCTS
Net Revenues (1) $ 19,928 $ 19,627 $ 38,829 $ 39,058
Income/(loss) from operations before
taxes (2) $ (45) $ 2,191 $ 211 $ 4,093
Income tax provision 29 992 186 1,852
------------- -------------- ------------- --------------
Income/(loss) from operations $ (74) $ 1,199 $ 25 $ 2,241
------------- -------------- ------------- --------------
SPECIALTY CHEMICALS
Net Revenues (1) $ 18,070 $ 18,142 $ 35,050 $ 34,270
Income/(loss) from operations before
taxes (2) $ 577 $ (1,470) $ 640 $ (2,750)
Income tax provision/(benefit) 299 (288) 401 (767)
------------- -------------- ------------- --------------
Income/(loss) from operations $ 278 $ (1,182) $ 239 $ (1,983)
------------- -------------- ------------- --------------
Sub-total income from operations $ 1,308 $ 9,373 $ 4,461 $ 10,782
------------- -------------- ------------- --------------
DIVESTITURE (SEE NOTE 6)
Pre-tax gain on divestiture $ 31,215 $ - $ 31,215 $ -
Income tax provision on divestiture 25,076 - 25,076 -
------------- -------------- ------------- --------------
Net gain on divestiture $ 6,139 $ - $ 6,139 $ -
------------- -------------- ------------- --------------
Total income from discontinued operations $ 7,447 $ 9,373 $ 10,600 $ 10,782
============= ============== ============= ==============
(1) Net revenues include intersegment sales of $671 and $353 for the three
months ended June 30, 1997 and 1996, respectively, and $1,493 and $880 for the
six months ended June 30, 1997 and 1996, respectively.
(2) Reflects an allocation of interest expense based on the ratio of net assets
of each of the discontinued businesses to IVAX's consolidated total capital. The
above operating results include interest expense allocations of $2,635 and
$1,344 for the three months ended June 30, 1997 and 1996, respectively, and
$5,072 and $2,425 for the six months ended June 30, 1997 and 1996, respectively.
The net assets of IVAX's remaining discontinued operations (excluding
intercompany assets) at June 30, 1997, as presented in the Condensed
Consolidated Balance Sheet, are as follows:
8
PERSONAL CARE SPECIALTY
PRODUCTS CHEMICALS
DIVISION DIVISION TOTAL
------------- --------- -----------
Current assets $ 44,655 $ 21,591 $ 66,246
Property, plant, and equipment, net 5,731 5,554 11,285
Other assets 22,779 12,926 35,705
---------------- ---------------- ----------------
Total assets 73,165 40,071 113,236
---------------- ---------------- ----------------
Current liabilities 8,736 7,446 16,182
Other liabilities 1,846 2,184 4,030
---------------- ---------------- ----------------
Total liabilities 10,582 9,630 20,212
---------------- ---------------- ----------------
Net assets of discontinued operations $ 62,583 $ 30,441 $ 93,024
================ ================ ================
(8) DEBT:
During the second quarter of 1997, IVAX utilized a portion of the
proceeds from the sale of its intravenous division (See Note 6, Divestiture) to
pay the $270,147 outstanding balance of its revolving credit facility which was
scheduled to mature November 14, 1999. The facility was terminated in
conjunction with this payment, resulting in IVAX recording an extraordinary loss
of $2,137 primarily related to the write-off of deferred financing costs.
(9) CONTINGENCIES:
With regard to the shareholder class action lawsuit filed against IVAX
in September 1994, the parties executed a definitive settlement agreement in
April 1997. Pursuant to the settlement agreement, the parties agreed to settle
the action in its entirety in exchange for the payment by the defendant and its
insurers of $7.5 million. IVAX's portion of the settlement obligation, which is
not significant, was appropriately accrued at December 31, 1996, based on a
memorandum of understanding with the defendants executed in January 1997. In
August 1997, the court approved the settlement agreement and entered a final
judgment and order of dismissal with prejudice, which provides for, among other
things, the dismissal of the lawsuit with prejudice and the complete release of
all defendants by all plaintiffs. Pursuant to the settlement agreement, the
settlement and final judgment will be deemed final and conclusive upon the
latter of (i) if no appeal or review of the final judgment is sought, on the day
following the expiration of the time to appeal or petition from the final
judgment; or (ii) if an appeal of the final judgment is sought, the day after
such final judgment is affirmed and is no longer subject to further judicial
review.
(10) COMPREHENSIVE INCOME:
SFAS No. 130, REPORTING COMPREHENSIVE INCOME, is effective for fiscal
years beginning after December 15, 1997. SFAS No. 130 establishes standards for
reporting and display of comprehensive income and its components in a full set
of financial statements. The objective of SFAS No. 130 is to report a measure of
all changes in equity of an enterprise that result from transactions and other
economic events in a period other than transactions with owners. Comprehensive
income is the total of net income and all other non-owner changes in equity.
Management believes that the adoption of SFAS No. 130 will not have a material
impact on IVAX's consolidated financial statements, and IVAX has elected to
disclose comprehensive income in the consolidated statement of shareholders'
equity.
9
(11) SUBSEQUENT EVENTS:
During July and August 1997, IVAX completed the sale of a significant
portion of the assets of its specialty chemicals division in separate
transactions with three different buyers. As part of the sales, IVAX received an
aggregate of $41,800 in cash, subject to certain post closing adjustments. As a
result, the inland vacuum specialty lubricants business is the only remaining
business of IVAX's specialty chemicals division.
10
ITEM 2--MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion and analysis should be read in conjunction
with the Consolidated Financial Statements, the related Notes to Consolidated
Financial Statements and Management's Discussion and Analysis of Financial
Condition and Results of Operations included in IVAX's Annual Report on Form
10-K for the year ended December 31, 1996 and the Condensed Consolidated
Financial Statements and the related Notes to Condensed Consolidated Financial
Statements included in Item 1 of this Quarterly Report on Form 10-Q. Except for
historical information contained herein, the matters discussed below are forward
looking statements made pursuant to the safe harbor provisions of the Securities
Litigation Reform Act of 1995. Such statements involve risks and uncertainties,
including but not limited to economic, competitive, governmental and
technological factors affecting IVAX's operations, markets, products and prices,
and other factors discussed elsewhere in this report and the documents filed by
IVAX with the Securities and Exchange Commission ("SEC").
Results for the three and six months ending June 30, 1996 have been
restated to reflect the classification of certain businesses as discontinued
operations. See "Results of Operations - Discontinued Operations" for a further
discussion. Additionally, the diagnostics division's results of operations,
previously reported as part of the "Other operations" segment, are not disclosed
as a separate segment because they are not significant.
RESULTS OF OPERATIONS
SIX MONTHS ENDED JUNE 30, 1997 COMPARED TO THE SIX MONTHS ENDED JUNE 30, 1996
IVAX reported a loss from continuing operations of $63.9 million for
the six months ended June 30, 1997, compared to income from continuing
operations of $11.2 million for the six months ended June 30, 1996. The net loss
for the six months ended June 30, 1997 was $55.5 million, compared to net income
of $19.9 million for the same period of the prior year. Results for both periods
included a $2.1 million net extraordinary loss relating to the extinguishment of
debt.
Loss per common share from continuing operations was $.53 for the six
months ended June 30, 1997, compared to earnings of $.09 for the six months
ended June 30, 1996. Net loss per common share was $.46 for the first half of
1997, compared to net earnings of $.16 for the same period of the prior year.
The net extraordinary losses recorded in both periods relating to the early
extinguishment of debt resulted in a $.02 loss per common share.
Net revenues for the first half of 1997 totaled $340.7 million, a
decrease of $26.7 million, or 7%, compared to the same period of the prior year.
An increase of $29.7 million in net revenues of IVAX's international operations
was more than offset by a decrease of $56.4 million in net revenues of IVAX's
domestic operations.
Domestic net revenues totaled $148.8 million for the first six months
of 1997, compared to $205.2 million for the same period of 1996. The $56.4
million, or 27%, decrease in domestic net revenues was primarily attributable to
lower sales volumes and prices of certain generic products. This decline was
partially offset by net revenues generated by certain new generic and
proprietary products manufactured by IVAX and introduced into the market over
the past twelve months. The lower sales volume and decreased prices primarily
relate to IVAX's albuterol metered dose inhaler, approved for marketing and
launched during the fourth quarter of 1995 and first quarter of 1996. In
addition, and to
11
a lesser extent, verapamil HCl ER tablets and cefadroxil also experienced
lower sales volume and decreased prices as a result of increased competition.
During the first six months of 1997 and 1996, the Company's domestic
generic pharmaceutical business provided reserves which reduced gross sales by
$69.5 million and $126.5 million, respectively (which includes reserves for
expected inventory credits and returns of $16.0 million and $78.4 million,
respectively). At June 30, 1997 and December 31, 1996, these reserves totaled
$51.8 million and $98.2 million, respectively (which includes reserves for
expected inventory credits and returns of $27.5 million and $65.9 million,
respectively).
IVAX's international operations generated net revenues of $191.9
million in the first six months of 1997, compared to $162.2 million for the same
period of the prior year. The $29.7 million, or 18%, increase in international
net revenues was primarily due to increased volume for both generic and branded
products and, to a lesser extent, the favorable impact of foreign currency
fluctuations.
Gross profit for the first half of 1997 decreased $27.0 million, or
20%, from the same period of the prior year. Gross profit was $110.7 million
(32.5% of net revenues) for the first half of 1997, compared to $137.7 million
(37.5% of net revenues) for the first half of 1996. The decline in gross profit
percentage is primarily due to price declines, unfavorable product mix for both
the domestic generic pharmaceutical business and international operations and,
to a lesser extent, increased inventory obsolescence reserves at IVAX's domestic
generic pharmaceutical business.
Selling expenses totaled $62.9 million (18.5% of net revenues) for the
first six months of 1997, compared to $55.6 million (15.1% of net revenues) for
the first six months of 1996. The increase was primarily attributable to
additional sales force and promotional costs related to Elmiron(R), IVAX's
innovative drug used to treat interstitial cystitis, approved for marketing in
the United States during September 1996, and additional sales costs related to
IVAX's international operations. This was partially offset by a decrease in
selling expenses of the domestic generic pharmaceutical operations as a result
of fewer product promotions and reductions in sales and marketing personnel.
General and administrative expenses totaled $56.3 million (16.5% of net
revenues) for the first six months of 1997, compared to $44.5 million (12.1% of
net revenues) for the first six months of 1996, an increase of $11.8 million.
The increase is primarily attributable to higher occupancy costs and
professional fees at IVAX's international operations. To a lesser extent,
corporate general and administrative expenses increased from the same period in
1996 primarily due to increases in health insurance, personnel and legal costs.
Research and development expenses for the first six months of 1997
increased $1.4 million, or 6%, compared to the first half of 1996, to a total of
$25.9 million (7.6% of net revenues). The future level of research and
development expenditures will depend on, among other things, the outcome of
clinical testing of products under development, delays or changes in government
required testing and approval procedures, technological and competitive
developments, and strategic marketing decisions.
During the second quarter of 1997, management reevaluated the carrying
value of certain long-lived assets. The reevaluation was performed, primarily,
in conjunction with initiatives to further consolidate facilities of IVAX's
domestic generic pharmaceutical operations in an effort to improve its
efficiency. As a result of these initiatives, a $20.5 million asset write-down
was recognized which primarily represents an initial estimate of the minimum
level of charges associated with expected losses on facility disposals.
Management anticipates that it will continue to consolidate facilities and
restructure its
12
domestic generic pharmaceutical operations in an ongoing effort to improve
efficiencies and operations. Accordingly, additional asset write-downs and
restructuring costs may be recorded in future periods as consolidation and
restructuring initiatives develop further. Management determined the amount of
the write-downs based on various valuation techniques, including discounted cash
flow analysis, independent appraisals and third party offers.
Interest expense increased $5.2 million in the first six months of
1997, as compared to the first six months of the prior year, primarily due to
higher debt levels associated with borrowings to fund capital expenditures and
operations. Interest expense is expected to decline in the near term as compared
to recent prior periods due to the reduction of debt.
THREE MONTHS ENDED JUNE 30, 1997 COMPARED TO THE THREE MONTHS ENDED JUNE 30,
1996
IVAX reported a loss from continuing operations of $52.8 million for
the three months ended June 30, 1997, compared to a loss of $23.3 million for
the same period in 1996. The net loss for the three months ended June 30, 1997
was $47.5 million, compared to a net loss of $16.0 million for the same period
in 1996. Results for both periods included a $2.1 million net extraordinary loss
from the extinguishment of debt.
Loss per common share from continuing operations was $.43 for the three
months ended June 30, 1997, compared to a loss of $.19 for the three months
ended June 30, 1996. Net loss per common share was $.39 for the three months
ended June 30, 1997, compared to a net loss of $.13 for the same period in the
prior year. The net extraordinary losses recorded in both periods relating to
the early extinguishment of debt resulted in a $.02 loss per common share.
Net revenues for the three months ended June 30, 1997, totaled $173.8
million, an increase of $22.2 million, or 15%, compared to the same period of
the prior year. Net revenues from IVAX's domestic and international operations
increased by $2.0 million and $20.2 million, respectively.
Domestic net revenues totaled $69.3 million for the three months ended
June 30, 1997, compared to $67.3 million for the same period of the prior year.
The $2.0 million increase was primarily attributable to net revenues generated
by certain new generic and proprietary products manufactured by IVAX and
introduced into the market over the past twelve months, and, to a lesser extent,
by lower sales returns and allowances. This was partially offset by decreased
volume and prices for certain generic products. The decline in prices primarily
related to IVAX's albuterol metered dose inhaler, indapamide and verapamil,
while lower sales volume primarily related to cefadroxil and nitrofurantoin.
IVAX's international operations generated net revenues of $104.5
million for the three months ended June 30, 1997, compared to $84.3 million for
the same period of the prior year. The $20.2 million increase in international
net revenues was primarily due to increases in volume and, to a lesser extent,
higher licensing fee revenues from IVAX's United Kingdom operations and the
favorable impact of foreign currency fluctuations.
Gross profit for the three months ended June 30, 1997, increased $17.6
million, or 49%, compared to the same period in 1996. Gross profit was $53.5
million (30.8% of net revenues) for the 1997 period, compared to $35.9 million
(23.7% of net revenues) for the 1996 period. The improvement in gross profit
percentage was primarily the result of an increase in net revenues principally
driven by a decrease in sales returns and allowances at IVAX's domestic generic
13
pharmaceutical business partially offset by unfavorable product mix and, to a
lesser extent, increased inventory obsolescence reserves at IVAX's domestic
generic pharmaceutical business.
Selling expenses totaled $33.4 million (19.2% of net revenues) for the
three months ended June 30, 1997, an increase of $4.3 million, from $29.1
million (19.2% of net revenues) for the same period of 1996. The increase was
primarily attributable to higher sales expenses associated with international
operations related to higher sales force and commission costs. In addition, the
domestic proprietary pharmaceutical operations incurred higher sales costs
associated with the launch of Elmiron\registermark\. These increases were
partially offset by reductions in the sales force and promotional expenses at
IVAX's domestic generic pharmaceutical operations.
General and administrative expenses totaled $28.9 million (16.6% of net
revenues) for the three months ended June 30, 1997, compared to $24.0 million
(15.8% of net revenues) for the same period of 1996, an increase of $4.9
million. The increase is primarily attributable to increased legal and
professional fees at corporate and IVAX's international operations as well as
higher bad debt provisions at IVAX's domestic generic pharmaceutical operations.
Research and development expenses for the three months ended June 30,
1997, increased 7.4% compared to the same period of the prior year to a total of
$14.0 million.
Refer to the "Results of Operations - Six months ended June 30, 1997
compared to the six months ended June 30, 1996" for a discussion of the $20.5
million asset write-down recognized during the three months ended June 30, 1997.
Interest income increased $1.1 million over the same period of the
prior year as a result of higher average cash balances in the current period as
compared to the prior year period and the associated interest income earned.
Interest expense increased $2.1 million over the same period of the prior year
primarily due to higher debt levels associated with borrowings to fund capital
expenditures and operations.
DISCONTINUED OPERATIONS
During the second quarter of 1997, IVAX's board of directors
determined to divest its intravenous, personal care products and specialty
chemicals divisions. As a result, IVAX classified these businesses as
discontinued operations. For the six months ended June 30, 1997 and 1996, income
from discontinued operations was $10.6 million and $10.8 million, respectively.
For the three months ended June 30, 1997 and 1996, income from discontinued
operations was $7.4 million and $9.4 million, respectively. The three months
ended June 30, 1997, includes a net gain on the divestiture of McGaw, Inc.
("McGaw"), IVAX's intravenous division, of $6.1 million.
CURRENCY FLUCTUATIONS
For the three and six months ended June 30, 1997, approximately 67% and
62%, respectively, of IVAX's net revenues were attributable to operations which
principally generated revenues in currencies other than the United States
dollar, compared to approximately 58% and 46% for the three and six months ended
June 30, 1996, respectively. Fluctuations in the value of foreign currencies
relative to the United States dollar impact the reported results of operations
for IVAX. If the United States dollar weakens relative to the foreign currency,
the earnings generated in the foreign currency will, in effect, increase when
converted into United States dollars and vice versa. As a result of
14
exchange rate differences, net revenues increased by approximately $1.6
million and $4.1 million for the three and six months ended June 30, 1997,
respectively, as compared to the same periods of the prior year.
INCOME TAXES
IVAX recognized a $.6 million tax benefit for the six months ended June
30, 1997. The amount is net of a $24.1 million valuation allowance recognized in
the second quarter of 1997 against certain deferred tax assets generated from
losses incurred in the second quarter by its domestic operations. Management
expects that it will also recognize additional valuation allowances related to
any future deferred tax assets generated from its domestic operations until such
time as sustainable operating income is achieved.
As of June 30, 1997, IVAX had a net deferred tax asset aggregating
$72.5 million. Realization of the net deferred tax asset is dependent upon
generating sufficient future taxable income which will include income from the
sale of non-strategic assets. Although realization is not assured, management
believes, after consideration of existing valuation allowances, it is more
likely than not that the remaining net deferred tax asset will be realized.
Management's estimates of future taxable income are subject to revision due to,
among other things, regulatory and competitive factors affecting the generic
pharmaceutical industry. Such factors are further discussed in "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
included in IVAX's Annual Report on Form 10-K for the year ended December 31,
1996.
LIQUIDITY AND CAPITAL RESOURCES
At June 30, 1997, IVAX's working capital, excluding net assets of
discontinued operations, was $327.3 million, compared to $415.9 million at
December 31, 1996. Cash and cash equivalents totaled $80.8 million at December
31, 1996, as compared to $88.4 million at June 30,1997 and $16.8 million at June
30, 1996.
Net cash of $75.4 million was provided by operating activities during
the first six months of 1997, compared to $57.5 million in cash used for
operating activities during the first six months of 1996. The increase in cash
provided by operating activities, as compared to the first six months of 1996,
was primarily the result of increased cash collections on accounts receivable
and better inventory management at IVAX's domestic generic pharmaceutical
operations. Additionally, IVAX received a $52.5 million refund of federal income
taxes paid in prior years.
Net cash of $278.6 million was provided by investing activities during
the first six months of 1997, as compared to $53.2 million in cash used for
investing activities during the same period of the prior year. The increase was
primarily attributable to the cash proceeds received for the sale of McGaw in
June 1997. Capital expenditures during the first six months of 1997 decreased
$7.2 million compared to the first six months of 1996 due to spending
constraints imposed by the revolving credit facility. During the first quarter
of 1997, IVAX purchased a pharmaceutical manufacturing facility in Kirkland,
Canada for $10.5 million.
Net cash of $340.0 million was used for financing activities during the
first six months of 1997, compared to $113.2 million provided by financing
activities in the same period of the prior year, primarily reflecting the pay
off of the revolving credit facility in June 1997.
15
Management has initiated an enterprise-wide program to prepare IVAX's
computer systems and applications for the year 2000. IVAX expects to incur
internal staff costs as well as consulting and other expenses related to
infrastructure and facilities enhancements necessary to prepare its systems for
the year 2000. Testing and conversion of systems applications is estimated to
cost approximately $9.0 million over the next three years. A significant portion
of these costs are not likely to be incremental costs, but instead will
represent the upgrade to existing information technology resources and new
systems replacements which are currently underway.
During the second quarter of 1997, IVAX's board of directors determined
to divest its intravenous, personal care products and specialty chemicals
divisions. Effective May 30, 1997, IVAX sold McGaw, its intravenous division, to
B. Braun of America, Inc. ("B. Braun"), a subsidiary of B. Braun Melsungen AG,
for $320.0 million in cash (subject to certain post-closing adjustments),
additional payments of up to $80.0 million contingent upon the combined
operating results of McGaw and B. Braun's principal United States operating
subsidiary, and certain royalties based on sales of the Duplex(TM) drug delivery
system. The Duplex(TM) system, presently in development, is a multi-compartment
intravenous drug delivery system devised for drugs that have limited stability
after mixing. On June 24, 1997, IVAX utilized a portion of the McGaw sale
proceeds in the amount of $270.1 million to pay off the outstanding balance of
its revolving credit facility which was scheduled to mature November 14, 1999.
The facility was terminated in conjunction with the payment and IVAX recognized
a net extraordinary loss of $2.1 million on the early extinguishment of debt.
During July and August 1997, IVAX completed the sale of a significant
portion of the assets of its specialty chemicals division in separate
transactions with three different buyers. As part of the sales, IVAX received an
aggregate of $41.8 million in cash, subject to certain post closing adjustments.
As a result, the inland vacuum specialty lubricants business is the only
remaining business of IVAX's specialty chemicals division.
IVAX's principal sources of short term liquidity are existing cash and
internally generated funds which IVAX believes will be sufficient to meet its
operating needs and anticipated capital expenditures over the short term. For
the long term, IVAX intends to utilize capital from the disposition of certain
non-strategic assets, including those currently classified as discontinued
operations, but may need to seek alternative sources of financing to fund its
operations. IVAX has terminated its revolving credit facility and no assurance
can be given that alternative financing will be available, if at all, in a
timely manner, on favorable terms. If IVAX is unable to obtain satisfactory
alternative financing, IVAX may be required to delay or reduce its proposed
expenditures, including expenditures for research and development, or sell
assets in order to meet its future obligations.
16
PART II -- OTHER INFORMATION
ITEM 1 -- LEGAL PROCEEDINGS
With respect to the case styled HARVEY M. JASPER RETIREMENT TRUST, ET
AL. V. IVAX CORPORATION AND PHILLIP FROST ET AL., previously reported in IVAX's
Annual Report on Form 10-K for the year ended December 31, 1996, on August 7,
1997, the court gave final approval to the settlement embodied in the April 28,
1997 Stipulation of Settlement, which was previously reported in IVAX's
Quarterly Report on Form 10-Q for the quarterly period ended March 31, 1997, and
entered a Final Judgment and Order Of Dismissal With Prejudice ("Final
Judgment"). The Final Judgment provides for, among other things, the dismissal
of the lawsuit with prejudice and the complete release of all defendants by all
plaintiffs. Pursuant to the parties' Stipulation of Settlement, the Final
Judgment is deemed to be final and conclusive upon the latter of (i) if no
appeal or review of the Final Judgment is sought, on the day following the
expiration of the time to appeal or petition from the Final Judgment; or (ii) if
an appeal of the Final Judgment is sought, the day after such Final Judgment is
affirmed and is no longer subject to further judicial review.
With respect to the cases styled ALAN M. HARRIS AND YITZCHOK WOLPIN V.
IVAX CORPORATION, PHILLIP FROST AND MICHAEL W. FIPPS, previously reported in
IVAX's Annual Report on Form 10-K for the year ended December 31, 1996, and
FAUSTO POMBAR V. IVAX CORPORATION, PHILLIP FROST AND MICHAEL W. FIPPS,
previously reported in IVAX's Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 1997, on June 19, 1997, the court entered an order
dismissing the POMBAR action without prejudice and ordered the plaintiffs in
both actions to file an amended complaint incorporating the allegations in both
the HARRIS and POMBAR actions under a single case styled ALAN M. HARRIS,
YITZCHOK WOLPIN AND FAUSTO POMBAR V. IVAX CORPORATION, PHILLIP FROST AND MICHAEL
W. FIPPS. The amended complaint was filed on July 10, 1997, and plaintiffs
therein seek to act as representatives of a class consisting of all persons who
purchased IVAX common stock and/or call options during the period from August 2,
1996 through November 11, 1996, inclusive.
ITEM 6 -- EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
10.1 Employment Agreement dated July 28, 1997, between IVAX
Corporation and Dr. Rafick G. Henein
10.2 Employment Agreement dated as of July 28, 1997, between IVAX
Corporation and David R. Bethune
11 Computation of Earnings (Loss) Per Share
27 Financial Data Schedule
(b) REPORTS OF FORM 8-K
1. Form 8-K dated May 30, 1997 relating to the execution of an
agreement to divest McGaw.
2. Form 8-K dated June 24, 1997 relating to the divestiture of
McGaw, which included unaudited pro forma condensed
consolidated financial statements to reflect IVAX
Corporation after giving effect to the sale of McGaw.
17
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
IVAX CORPORATION
Date: August 14, 1997 By: /s/ MICHAEL W. FIPPS
--------------------
Michael W. Fipps
Senior Vice President-Finance
Chief Financial Officer
EXHIBIT INDEX
Exhibit
- -------
10.1 Employment Agreement dated July 28, 1997, between IVAX Corporation and Dr.
Rafick G. Henein
10.2 Employment Agreement dated as of July 28, 1997, between IVAX Corporation
and David R. Bethune
11 Computation of Earnings (Loss) Per Share
27 Financial Data Schedule