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, 1998
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.
120,051,087 SHARES OF COMMON STOCK, $.10 PAR VALUE, OUTSTANDING AS OF
JULY 31, 1998.
IVAX CORPORATION
INDEX
PART I - FINANCIAL INFORMATION PAGE NO.
--------
Item 1 - Financial Statements
Condensed Consolidated Balance Sheets as of June 30, 1998
and December 31, 1997 2
Condensed Consolidated Statements of Operations
for the three months and six months ended June 30, 1998 and 1997 3
Condensed Consolidated Statements of Cash Flows
for the six months ended June 30, 1998 and 1997 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 19
Item 4 - Submission of Matters to a Vote of Security Holders 19
Item 6 - Exhibits and Reports on Form 8-K 20
PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
IVAX CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands, except per share data)
JUNE 30, DECEMBER 31,
1998 1997
-------- -----------
ASSETS
Current assets:
Cash and cash equivalents $ 166,954 $ 199,235
Accounts receivable, net 96,862 104,994
Inventories 145,961 145,716
Net assets of discontinued operations 28,424 37,820
Other current assets 32,879 22,939
--------- ---------
Total current assets 471,080 510,704
Property, plant and equipment, net 189,024 193,741
Intangible assets, net 52,385 39,458
Other assets 37,737 46,833
--------- ---------
Total assets $ 750,226 $ 790,736
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Loans payable $ 2,588 $ 4,025
Current portion of long-term debt 1,024 7,858
Accounts payable 45,456 42,578
Accrued income taxes payable 5,287 9,126
Accrued expenses and other current liabilities 147,268 170,379
--------- ---------
Total current liabilities 201,623 233,966
Long-term debt, net of current portion 94,178 94,193
Other long-term liabilities 12,153 12,600
Minority interest 16,800 14,938
Shareholders' equity:
Common stock, $.10 par value, authorized 250,000 shares,
issued and outstanding 119,916 shares (121,518 in 1997) 11,992 12,152
Capital in excess of par value 501,177 515,234
Retained deficit (72,845) (72,294)
Cumulative translation adjustment and other (14,852) (20,053)
--------- ---------
Total shareholders' equity 425,472 435,039
--------- ---------
Total liabilities and shareholders' equity $ 750,226 $ 790,736
========= =========
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) 1998 1997 1998 1997
----------- ----------- ----------- --------
NET REVENUES $ 158,664 $ 173,809 $ 307,719 $ 340,707
COST OF SALES 98,512 128,101 197,716 246,129
----------- ----------- ----------- ------------
Gross profit 60,152 45,708 110,003 94,578
----------- ----------- ----------- ------------
OPERATING EXPENSES:
Selling 19,108 27,078 39,630 50,079
General and administrative 22,053 27,346 40,905 53,014
Research and development 13,347 13,982 27,096 25,913
Amortization of intangible assets 1,125 968 2,041 1,951
Restructuring costs and asset write-downs - 20,500 696 20,500
Merger expenses - 248 - 2,343
----------- ----------- ----------- ------------
Total operating expenses 55,633 90,122 110,368 153,800
----------- ----------- ----------- ------------
Income (loss) from operations 4,519 (44,414) (365) (59,222)
OTHER INCOME (EXPENSE):
Interest income 2,687 1,214 4,985 1,873
Interest expense (1,792) (5,275) (3,539) (10,920)
Other income (expense), net 523 (492) 4,275 6,587
----------- ----------- ----------- ------------
Total other income (expense) 1,418 (4,553) 5,721 (2,460)
----------- ----------- ----------- ------------
Income (loss) from continuing operations before
income taxes and minority interest 5,937 (48,967) 5,356 (61,682)
PROVISION (BENEFIT) FOR INCOME TAXES 2,397 2,448 5,027 (647)
----------- ----------- ----------- ------------
Income (loss) from continuing operations
before minority interest 3,540 (51,415) 329 (61,035)
MINORITY INTEREST (199) (1,409) (880) (2,881)
----------- ----------- ----------- ------------
Income (loss) from continuing operations 3,341 (52,824) (551) (63,916)
DISCONTINUED OPERATIONS, NET OF TAXES - 7,447 - 10,600
----------- ----------- ----------- ------------
Income (loss) before extraordinary items 3,341 (45,377) (551) (53,316)
EXTRAORDINARY ITEMS - losses on
extinguishment of debt, net of taxes - (2,137) - (2,137)
----------- ----------- ----------- ------------
NET INCOME (LOSS) $ 3,341 $ (47,514) $ (551) $ (55,453)
=========== =========== =========== ============
BASIC AND DILUTED EARNINGS (LOSS)
PER SHARE:
Continuing operations $ .03 $ (.43) $ - $ (.53)
Discontinued operations - .06 - .09
Extraordinary items - (.02) - (.02)
----------- ---------- ----------- -----------
Net earnings (loss) $ .03 $ (.39) $ - $ (.46)
=========== ========== =========== ===========
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING:
Basic 119,863 121,488 120,418 121,484
=========== =========== =========== ============
Diluted 120,075 121,488 120,418 121,484
=========== =========== =========== ============
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, 1998 1997
(In thousands) ---------- ----------
Cash flows from operating activities:
Net loss $ (551) $ (55,453)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Restructuring costs and asset write-downs 696 20,500
Depreciation and amortization 16,142 16,576
Deferred tax provision (benefit) 948 (5,982)
Provision for allowances for doubtful accounts 2,821 3,046
Net losses on disposal of assets 1,771 525
Losses on extinguishment of debt -- 2,137
Minority interest 880 2,881
Income from discontinued operations -- (10,600)
Changes in assets and liabilities:
Decrease in accounts receivable 6,478 33,690
Decrease in inventories 1,426 21,326
(Increase) decrease in other current assets (11,766) 44,387
Decrease in other assets 4,053 890
Decrease in accounts payable, accrued expenses
and other current liabilities (29,210) (22,149)
Increase (decrease) in other long-term liabilities 1,197 (619)
Other, net (668) (840)
Net cash provided by discontinued operations 6,719 25,089
--------- ---------
Net cash provided by operating activities 936 75,404
--------- ---------
Cash flows from investing activities:
Proceeds from divestitures 3,885 320,000
Capital expenditures (17,540) (17,087)
Proceeds from sale of assets 15,406 231
Acquisitions of patents, trademarks, licenses
and other intangibles (12,273) (739)
Acquisitions of businesses and other -- (10,500)
Net investing activities of discontinued operations (202) (13,340)
--------- ---------
Net cash (used for) provided by investing activities (10,724) 278,565
--------- ---------
Cash flows from financing activities:
Borrowings on long-term debt and loans payable 645 46,911
Payments on long-term debt and loans payable (8,929) (386,882)
Issuance of common stock 293 26
Repurchase of common stock (14,509) --
Net financing activities of discontinued operations 11 (93)
--------- ---------
Net cash used for financing activities (22,489) (340,038)
--------- ---------
Effect of exchange rate changes on cash (4) (6,341)
--------- ---------
Net increase (decrease) in cash and cash equivalents (32,281) 7,590
Cash and cash equivalents at the beginning of the year 199,235 80,806
--------- ---------
Cash and cash equivalents at the end of the period $ 166,954 $ 88,396
========= =========
Supplemental disclosures:
Interest payments $ 3,352 $ 13,743
========= =========
Income tax payments (refunds) $ 8,845 $ (48,039)
========= =========
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)
(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, 1998,
and the results of its operations for the three and six months ended June 30,
1998 and 1997. The results of operations and cash flows for the six months ended
June 30, 1998 are not necessarily indicative of the results of operations or
cash flows which may be reported for the remainder of 1998.
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, 1997.
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, 1997.
Certain amounts presented in the condensed consolidated financial
statements for prior periods have been reclassified to conform to the current
period's presentation.
(2) EARNINGS (LOSS) PER SHARE:
Basic earnings (loss) 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 (loss) per share, the weighted
average number of common shares outstanding is adjusted for the effect of all
dilutive potential common stock. In computing diluted earnings (loss) per share,
IVAX has utilized the treasury stock method. All prior periods earnings (loss)
per share data have been restated to conform with SFAS No. 128, EARNINGS PER
SHARE, which was adopted by IVAX in 1997.
For the six months ended June 30, 1998 and 1997 and the three months
ended June 30, 1997, there was no difference between basic and diluted loss per
share as all potential common stock was antidilutive. A reconciliation of the
numerator and the denominator of the basic and diluted earnings per share
computation for income from continuing operations for the three months ended
June 30, 1998 is as follows:
5
THREE MONTHS ENDED JUNE 30, 1998 INCOME SHARES PER SHARE
(In thousands, except per share data) (NUMERATOR) (DENOMINATOR) AMOUNT
-------------- -------------- ---------------
Basic EPS:
Income from continuing operations $ 3,341 119,863 $ 0.03
==============
Effect of Dilutive Securities:
Stock options - 212
-------------- ---------------
Diluted EPS:
Income from continuing operations
plus assumed conversions $ 3,341 120,075 $ 0.03
============== =============== ==============
Total potential common stock at June 30, 1998 includes outstanding
options to purchase 9,695,283 shares of common stock and 6 1/2% Convertible
Subordinated Notes due November 2001 which are convertible at the option of the
holders into 2,866,929 shares of common stock at a conversion rate of $31.75 per
share.
(3) RESTRUCTURING COSTS:
During the first quarter of 1998, IVAX continued its ongoing efforts to
reduce costs and enhance operating efficiency by initiating further
restructuring programs at its United Kingdom pharmaceutical operations. IVAX
recorded a pre-tax charge of $.7 million in the first quarter of 1998, comprised
primarily of $.5 million for severance and other employee termination benefits
and $.2 million for the write-down of leasehold improvements associated with the
consolidation of certain packaging operations in the United Kingdom, anticipated
to be completed in the first quarter of 1999. IVAX did not record any
restructuring charges during the second quarter of 1998.
Management anticipates that it will continue to seek opportunities to
improve efficiency and operations. Accordingly, additional restructuring costs
may be recorded in future periods as such opportunities are identified.
(4) DIVESTITURES:
During February 1998, IVAX sold its vacuum pump fluids business, the
only remaining segment of IVAX's specialty chemicals business, for $3.9 million
in cash. IVAX retained certain real estate assets of the specialty chemicals
business which are held for sale.
(5) DISCONTINUED OPERATIONS:
During 1997, IVAX's Board of Directors determined to divest its
intravenous products, personal care products and specialty chemicals businesses.
As a result, IVAX classified these businesses as discontinued operations, and
has included their results of operations in "Discontinued operations, net of
taxes" in the accompanying condensed consolidated statements of operations.
6
Discontinued operations, net of taxes for the six months ended June
30, 1998 includes the results of operations of the personal care products
business and the vacuum pump fluids segment of the specialty chemicals business
(through its sale in February 1998). The personal care products business, which
generated net revenues of $20.3 million and $38.9 million for the three and six
months ended June 30, 1998, respectively, had break-even operations for the
first and second quarters of 1998. Losses incurred on the sale and operations of
the vacuum pump fluids segment were charged against previously established
reserves. See Note 4, Divestitures.
Income from discontinued operations of $7.4 million and $10.6 million
for the three and six months ended June 30, 1997, respectively, includes the
results of operations of the intravenous products (through its sale effective
May 1997), personal care products and specialty chemicals businesses, as well as
the second quarter 1997 gain on the sale of the intravenous products business.
During the third quarter of 1997, IVAX completed the sale of a significant
portion of the assets of its specialty chemicals business. See Note 5,
Divestitures, in IVAX's Annual Report on Form 10-K for the year ended December
31, 1997.
The net assets of IVAX's remaining discontinued operations (excluding
intercompany assets) at June 30, 1998, as presented in the condensed
consolidated balance sheet, are as follows:
PERSONAL CARE
PRODUCTS
(In thousands) DIVISION
--------------
Current assets $ 21,393
Property, plant and equipment, net 4,678
Other assets 19,069
-------------
Total assets 45,140
-------------
Current liabilities 16,716
Other liabilities -
-------------
Total liabilities 16,716
-------------
Net assets of discontinued operations $ 28,424
=============
During July 1998, IVAX sold its personal care products business. See
Note 11, Subsequent Events, for a description of the transaction.
(6) 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 under 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.
7
The provision (benefit) for income taxes from continuing operations
consists of the following:
PERIOD ENDED JUNE 30, THREE MONTHS SIX MONTHS
(In thousands) 1998 1997 1998 1997
------------- -------------- ------------- --------------
Current:
United States $ - $ - $ - $ 174
Foreign, including Puerto Rico
and U.S. Virgin Islands 1,931 1,480 4,079 5,161
Deferred 466 968 948 (5,982)
------------- -------------- ------------- --------------
Provision (benefit) for income taxes $ 2,397 $ 2,448 $ 5,027 $ (647)
============= ============== ============= ==============
As of June 30, 1998, IVAX established $157.0 million in valuation
allowances, primarily against its domestic deferred tax assets generated from
losses incurred by its domestic operations. As a result, the domestic deferred
tax asset is fully reserved as of June 30, 1998. Management expects that IVAX
will recognize additional valuation allowances related to any future deferred
tax assets generated from its domestic operations until such time as sustainable
domestic taxable income is achieved.
As of June 30, 1998, a foreign net deferred tax asset aggregating $18.6
million is included in "Other current assets," "Other assets" and "Other
long-term liabilities" in the accompanying condensed consolidated balance sheet.
Realization of the foreign net deferred tax asset is dependent upon generating
sufficient future foreign taxable income. Although realization is not assured,
management believes it is more likely than not that the foreign net deferred tax
asset will be realized.
(7) SHAREHOLDERS' EQUITY:
In December 1997, IVAX's Board of Directors approved a share repurchase
program authorizing IVAX to repurchase up to 5,000,000 shares of IVAX common
stock. Through June 30, 1998, IVAX repurchased 1,686,800 shares of common stock
at a total cost, including commissions, of $14.5 million. Under Florida law,
repurchased shares constitute authorized but unissued shares.
(8) COMPREHENSIVE INCOME:
In the first quarter of 1998, IVAX adopted SFAS No. 130, REPORTING
COMPREHENSIVE INCOME, which 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. IVAX has elected to
disclose comprehensive income in the consolidated statement of shareholders'
equity in its annual report and within its notes to condensed consolidated
financial statements for interim reporting.
8
The components of IVAX's comprehensive income (loss) are as follows:
PERIOD ENDED JUNE 30, THREE MONTHS SIX MONTHS
(In thousands) 1998 1997 1998 1997
------------- -------------- ------------- --------------
Net income (loss) $ 3,341 $ (47,514) $ (551) $ (55,453)
Unrealized losses on marketable
securities, net of taxes (59) (4,036) (24) (2,100)
Foreign currency translation adjustments 1,292 (6,021) 5,225 (17,928)
------------- -------------- ------------- --------------
Comprehensive income (loss) $ 4,574 $ (57,571) $ 4,650 $ (75,481)
============= ============== ============= ==============
(9) CONTINGENCIES:
With respect to the case styled ALAN M. HARRIS, YITZCHOK WOLPIN AND
FAUSTO POMBAR 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, 1997, on May 29, 1998, Plaintiffs filed a Notice of Appeal of the
District Court's dismissal of the action, which was previously reported in
IVAX's Quarterly Report on Form 10-Q for the quarterly period ended March 31,
1998.
With respect to the case styled ELI LILLY AND COMPANY V. ROUSSEL CORP.,
ET AL., previously reported in IVAX's Annual Report on Form 10-K for the year
ended December 31, 1997, on June 30, 1998, the United States District Court
dismissed the action with prejudice.
With respect to the case styled BAXTER INTERNATIONAL INC. AND BAXTER
HEALTHCARE CORP. V. MCGAW, INC., previously reported in IVAX's Annual Report on
Form 10-K for the year ended December 31, 1997, on July 1, 1998, the United
States Court of Appeals for the Federal Circuit affirmed the verdict in favor of
McGaw, Inc.
With respect to the case styled SMITH & NEPHEW, INC. V. IVAX
CORPORATION AND SOLOPAK, INC., previously reported in IVAX's Annual Report on
Form 10-K for the year ended December 31, 1997, on July 17, 1998, the District
Court granted IVAX's Motion for Summary Judgment.
The developments discussed above did not have a material effect on
IVAX's financial position or results of operations.
(10) RECENTLY ISSUED ACCOUNTING STANDARDS:
IVAX is required to adopt SFAS No. 133, ACCOUNTING FOR DERIVATIVE
INSTRUMENTS AND HEDGING ACTIVITIES, in the first quarter of 2000. SFAS No. 133
establishes accounting and reporting standards for derivative instruments,
including certain derivative instruments embedded in other contracts, and for
hedging activities. It requires that an entity recognize all derivatives as
either assets or liabilities in the balance sheet and measure those instruments
at fair value. Management believes that the adoption of SFAS No. 133 will not
have a material impact on IVAX's consolidated financial statements.
9
(11) SUBSEQUENT EVENTS:
On July 14, 1998, IVAX completed the sale of its personal care products
business to Carson, Inc. for $85.0 million (subject to certain post-closing
adjustments). At closing, IVAX received $35.0 million in cash and a $50.0
million secured note due November 30, 1998, which IVAX is seeking to sell to a
third party. This sale completes the divestiture of IVAX's businesses classified
as discontinued operations.
On July 24, 1998, IVAX and ALZA Corporation ("ALZA") terminated the
research and development cost sharing arrangement established in conjunction
with the sale of certain product rights to ALZA in the third quarter of 1997, as
discussed in Note 6, Sale of Product Rights, in the notes to consolidated
financial statements included in IVAX's Annual Report on Form 10-K for the year
ended December 31, 1997. At the time of the sale, a reserve of $15.0 million was
established for IVAX's obligations under this cost sharing arrangement. As a
result of this termination, the reserve will be reversed in the third quarter of
1998, reflecting an adjustment to increase the previously recognized gain on the
sale of those product rights.
Subsequent to June 30, 1998, IVAX repurchased 1,280,000 shares of IVAX
common stock at a total cost, including commissions, of $11.1 million.
Cumulatively, IVAX has repurchased 2,966,800 shares of IVAX common stock at a
total cost of $25.6 million under the share repurchase program described in Note
7, Shareholders' Equity.
On August 11, 1998, IVAX purchased $1.0 million face value of its 6
1/2% Convertible Subordinated Notes Due 2001.
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, 1997 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"). These factors may
cause IVAX's results to differ materially from the forward looking statements
made in this report or otherwise made by or on behalf of IVAX.
In May 1998, IVAX announced a series of possible actions to enhance the
performance of its business units and increase shareholder value. Such actions
included a possible name change, the exploration of the feasibility of an
initial public offering of IVAX's United Kingdom subsidiary, Norton Healthcare
Limited ("Norton Healthcare"), and the possible creation of a new business unit
to consist of IVAX's activities in oncology and its United States generic
pharmaceutical operations. At this time, IVAX is continuing to explore whether a
public offering of Norton Healthcare is in the best interest of IVAX
shareholders. In addition, IVAX has determined to use the name "IVX BioScience,
Inc.", in selected contexts, to reflect its focus on proprietary
pharmaceuticals. Management is also considering possible other transactions
involving its United States generic pharmaceutical operations, its oncology
business, its veterinary products business and its diagnostics business. IVAX
will not enter into any such transaction unless, after careful consideration,
IVAX's Board of Directors concludes that such transaction is in the best
interest of IVAX shareholders.
Results for the three and six months ending June 30, 1997 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 business' 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, 1998 COMPARED TO THE SIX MONTHS ENDED JUNE 30, 1997
IVAX reported a loss from continuing operations of $.6 million for the
six months ended June 30, 1998, compared to a loss from continuing operations of
$63.9 million for the six months ended June 30, 1997. The net loss for the six
months ended June 30, 1998 was $.6 million, compared to a net loss of $55.5
million for the same period of the prior year. The six months ended June 30,
1997 included a $2.1 million net extraordinary loss relating to the
extinguishment of debt.
Continuing operations was approximately break-even per share for the
six months ended June 30, 1998, compared to a loss per share from continuing
operations of $.53 for the six months ended June 30, 1997. Net loss per share
was approximately break-even for the first half of 1998, compared to a net loss
per share of $.46 for the same period of the prior year. The net extraordinary
losses recorded in the first half of 1997, relating to the early extinguishment
of debt, resulted in a $.02 loss per share.
11
NET REVENUES AND GROSS PROFIT
Net revenues for the first half of 1998 totaled $307.7 million, a
decrease of $33.0 million, or 10%, compared to the same period of the prior
year. The $33.0 million decrease is comprised of a decrease of $30.7 million in
net revenues of IVAX's international operations and a decrease of $2.3 million
in net revenues of IVAX's domestic operations.
Domestic net revenues totaled $146.5 million for the first six months
of 1998, compared to $148.8 million for the same period of 1997. The $2.3
million, or 2%, decrease in domestic net revenues was primarily attributable to
lower prices of certain generic pharmaceutical products and lower net revenues
due to the sale of the rights to Elmiron(R) and certain other urology products
in the United States and Canada to ALZA Corporation ("ALZA") during the third
quarter of 1997. This decrease was partially offset by net revenues generated by
certain new generic pharmaceutical products manufactured by IVAX and introduced
into the market during the past twelve months, lower sales returns and
allowances and $6.0 million recognized from the settlement of litigation with
Abbott Laboratories ("Abbott") concerning the marketing of terazosin
hydrochloride, the generic equivalent of Abbott's Hytrin(R). Under the
settlement, IVAX expects to recognize $6.0 million per quarter until the earlier
of February 2000 or the market introduction of a generic version of terazosin
hydrochloride.
During the first six months of 1998 and 1997, IVAX's United States
generic pharmaceutical operations provided reserves which reduced gross sales by
$59.9 million and $69.5 million, respectively. At June 30, 1998 and December 31,
1997, these reserves totaled $115.0 million and $105.4 million, respectively,
and are included in accounts receivable, net and accrued expenses and other
current liabilities in the condensed consolidated balance sheets.
IVAX's international operations generated net revenues of $161.2
million in the first six months of 1998, compared to $191.9 million for the same
period of the prior year. The $30.7 million, or 16%, decrease in international
net revenues was primarily due to decreased sales at IVAX's United Kingdom and
Czech Republic operations. The decrease in sales at IVAX's United Kingdom
operations is primarily due to the following: the discontinuance of certain
contract manufacturing arrangements to provide capacity to manufacture certain
higher margin products for the United States market for which IVAX is awaiting
receipt of regulatory approval; lower net revenues resulting from a license
agreement relating to its breath operated inhaler device; and price declines for
branded and generic products. The decrease in sales at IVAX's Czech Republic
operations is primarily due to lower sales of raw materials primarily resulting
from the loss of a significant customer, the unfavorable impact of foreign
currency fluctuations and, to a lesser extent, a depressed local pharmaceutical
market, partially offset by higher export sales to Russia.
Gross profit for the first half of 1998 increased $15.4 million, or
16%, from the same period of the prior year. Gross profit was $110.0 million
(35.7% of net revenues) for the first half of 1998, compared to $94.6 million
(27.8% of net revenues) for the first half of 1997. The increase in gross profit
percentage is primarily due to lower sales returns and allowances, lower product
costs, lower inventory provisions, the impact of the 1998 launch of a high
margin generic pharmaceutical product and revenues attributable to the Abbott
settlement at IVAX's United States generic pharmaceutical operations.
12
OPERATING EXPENSES
Selling expenses totaled $39.6 million (12.9% of net revenues) for the
first six months of 1998, compared to $50.1 million (14.7% of net revenues) for
the first six months of 1997. The decrease of $10.5 million was primarily
attributable to reduced sales force and promotional costs of IVAX's United
States proprietary pharmaceutical operations as a result of the sale of the
rights to Elmiron(R) and certain other urology products in the United States and
Canada to ALZA during the third quarter of 1997. The implementation of
previously announced restructuring plans also resulted in reduced selling
expenses at IVAX's domestic generic pharmaceutical operations due to reductions
in sales personnel and promotional costs and at IVAX's United Kingdom operations
due to lower warehousing overhead.
General and administrative expenses totaled $40.9 million (13.3% of net
revenues) for the first six months of 1998, compared to $53.0 million (15.6% of
net revenues) for the first six months of 1997, a decrease of $12.1 million. The
decrease is primarily attributable to lower costs, primarily associated with
reduced headcount, at IVAX's corporate headquarters, its domestic generic
pharmaceutical operations and its United Kingdom operations as a result of the
implementation of previously announced restructuring plans. Lower legal fees at
IVAX's corporate headquarters, domestic generic pharmaceutical operations and
United Kingdom operations and lower bad debt provisions at IVAX's domestic
generic pharmaceutical operations also contributed to the decline.
Research and development expenses for the first six months of 1998
increased $1.2 million, or 5%, compared to the first half of 1997, to a total of
$27.1 million (8.8% 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 represented an initial estimate of the minimum
level of charges associated with expected losses on facility disposals. During
the first quarter of 1998, IVAX continued its ongoing efforts to reduce costs
and enhance operating efficiency by initiating further restructuring programs at
its United Kingdom pharmaceutical operations. IVAX recorded a pre-tax charge of
$.7 million in the first quarter of 1998, comprised primarily of $.5 million for
severance and other employee termination benefits and $.2 million for the
write-down of leasehold improvements associated with the consolidation of
certain packaging operations in the United Kingdom, anticipated to be completed
in the first quarter of 1999.
The $2.3 million of merger expenses incurred for the six months ended
June 30, 1997 were primarily related to a proposed merger with Bergen Brunswig
Corporation, which was terminated in March 1997.
OTHER INCOME (EXPENSE)
Interest income increased $3.1 million for the six months ended June
30, 1998, as compared to the six months ended June 30, 1997. Higher levels of
cash on hand due to proceeds received from the divestiture of certain businesses
classified as discontinued operations and the sale of certain product rights
during 1997 accounted for the increase in interest income. See Note 5,
Divestitures, and Note 6, Sale of
13
Product Rights, in IVAX's Annual Report on Form 10-K for the year ended December
31, 1997 for further discussion.
Interest expense decreased $7.4 million for the six months ended June
30, 1998, as compared to the six months ended June 30, 1997, primarily due to
the repayment of IVAX's revolving credit facility during the second quarter of
1997.
Other income (expense), net, decreased $2.3 million for the six months
ended June 30, 1998, as compared to the six months ended June 30, 1997. The
decrease is primarily due to $4.0 million in settlement proceeds received in the
first quarter of 1997 related to the recall in the United States of the raw
material for the generic pharmaceutical product cefaclor.
THREE MONTHS ENDED JUNE 30, 1998 COMPARED TO THE THREE MONTHS ENDED JUNE 30,
1997
IVAX reported income from continuing operations of $3.3 million for
the three months ended June 30, 1998, compared to a loss from continuing
operations of $52.8 million for the same period in 1997. Net income for the
three months ended June 30, 1998 was $3.3 million, compared to a net loss of
$47.5 million for the same period in 1997. The period ended June 30, 1997
included a $2.1 million net extraordinary loss from the extinguishment of debt.
Earnings per share from continuing operations was $.03 for the three
months ended June 30, 1998, compared to a loss per share from continuing
operations of $.43 for the three months ended June 30, 1997. Net earnings per
share was $.03 for the three months ended June 30, 1998, compared to a net loss
per share of $.39 for the same period in the prior year. The net extraordinary
losses recorded in the period ended June 30, 1997, relating to the early
extinguishment of debt, resulted in a $.02 loss per share.
NET REVENUES AND GROSS PROFIT
Net revenues for the three months ended June 30, 1998, totaled $158.7
million, a decrease of $15.1 million, or 9%, compared to the same period of the
prior year. The $15.1 million decrease is the result of a decrease of $21.6
million in net revenues from IVAX's international operations, partially offset
by an increase of $6.5 million in net revenues from IVAX's domestic operations.
Domestic net revenues totaled $75.8 million for the three months ended
June 30, 1998, compared to $69.3 million for the same period of the prior year.
The $6.5 million increase was primarily attributable to lower sales returns and
allowances for IVAX's domestic generic pharmaceutical operations, net revenues
generated by certain new generic pharmaceutical products manufactured by IVAX
and introduced into the market during the past twelve months and $3.0 million
recognized from the settlement of litigation with Abbott, partially offset by
lower prices of certain generic pharmaceutical products and lower net revenues
due to the sale of the rights to Elmiron(R) and certain other urology products
in the United States and Canada to ALZA.
IVAX's international operations generated net revenues of $82.9 million
for the three months ended June 30, 1998, compared to $104.5 million for the
same period of the prior year. The $21.6 million decrease in international net
revenues was primarily due to decreased sales at IVAX's United Kingdom
operations and Czech Republic operations. The decrease in sales at IVAX's United
Kingdom operations is primarily due to the following: the discontinuance of
certain contract manufacturing arrangements to provide capacity to manufacture
certain higher margin products for the United States
14
market for which IVAX is awaiting receipt of regulatory approval; lower net
revenues resulting from a license agreement relating to its breath operated
inhaler device; and price declines for branded and generic products. The
decrease in sales at IVAX's Czech Republic operations is primarily due to lower
sales of raw materials primarily resulting from the loss of a significant
customer, lower export sales mainly to Russia, the unfavorable impact of foreign
currency fluctuations and, to a lesser extent, a depressed local pharmaceutical
market.
Gross profit for the three months ended June 30, 1998 increased $14.4
million, or 32%, compared to the same period in 1997. Gross profit was $60.1
million (37.9% of net revenues) for the 1998 period, compared to $45.7 million
(26.3% of net revenues) for the 1997 period. The improvement in gross profit
percentage was primarily the result of lower sales returns and allowances, lower
product costs, lower inventory provisions, the impact of the 1998 launch of a
high margin generic pharmaceutical product and revenues attributable to the
Abbott settlement at IVAX's United States generic pharmaceutical operations.
OPERATING EXPENSES
Selling expenses totaled $19.1 million (12.0% of net revenues) for the
three months ended June 30, 1998, a decrease of $8.0 million, from $27.1 million
(15.6% of net revenues) for the same period of 1997. The decrease was primarily
attributable to reduced sales force and promotional costs of IVAX's United
States proprietary pharmaceutical operations as a result of the sale of the
rights to Elmiron(R) and certain other urology products in the United States and
Canada to ALZA during the third quarter of 1997. The implementation of
previously announced restructuring plans also resulted in reduced selling
expenses at IVAX's domestic generic pharmaceutical operations due to reductions
in sales personnel and at IVAX's United Kingdom operations due to lower
warehousing overhead.
General and administrative expenses totaled $22.0 million (13.9% of net
revenues) for the three months ended June 30, 1998, compared to $27.3 million
(15.7% of net revenues) for the same period of 1997, a decrease of $5.3 million.
The decrease is primarily attributable to lower costs, primarily related to
reduced headcount, at IVAX's corporate headquarters, its domestic generic
pharmaceutical operations and its United Kingdom operations as a result of the
implementation of previously announced restructuring plans. Lower legal fees at
IVAX's corporate headquarters and domestic generic pharmaceutical operations and
lower bad debt provisions at IVAX's domestic generic pharmaceutical operations
and United Kingdom operations also contributed to the decline. The decline was
partially offset by a one-time payment to an executive pursuant to the terms of
his employment agreement as well as higher consulting fees primarily associated
with IVAX's year 2000 compliance program.
Research and development expenses for the three months ended June 30,
1998 decreased $.6 million, or 5%, compared to the same period of the prior
year, to a total of $13.3 million (8.4% of net revenues).
Refer to the "Results of Operations - Six months ended June 30, 1998
compared to the six months ended June 30, 1997" for a discussion of the $20.5
million asset write-down recognized during the three months ended June 30, 1997.
15
OTHER INCOME (EXPENSE)
Interest income increased $1.5 million for the three months ended June
30, 1998, as compared to the three months ended June 30, 1997, due to higher
levels of cash on hand. Interest expense decreased $3.5 million for the three
months ended June 30, 1998, compared to the same period of the prior year,
primarily due to the repayment of IVAX's revolving credit facility during the
second quarter of 1997.
DISCONTINUED OPERATIONS
Discontinued operations, net of taxes for the six months ended June
30, 1998 includes the results of operations of the personal care products
business and the vacuum pump fluids segment of the specialty chemicals business
through its sale in February 1998. The personal care products business had
break-even operations for the first and second quarters of 1998, while losses
incurred on the sale and operations of the vacuum pump fluids business were
charged against previously established reserves. Income from discontinued
operations of $7.4 million and $10.6 million for the three and six months ended
June 30, 1997, respectively, includes the results of operations of the
intravenous products, personal care products and specialty chemicals businesses,
as well as the second quarter 1997 gain on the sale of the intravenous products
business. During the third quarter of 1997, IVAX completed the sale of a
significant portion of the assets of its specialty chemicals business. During
February 1998, IVAX sold its vacuum pump fluids business, the only remaining
segment of IVAX's specialty chemicals business. See Note 5, Divestitures, in
IVAX's Annual Report on Form 10-K for the year ended December 31, 1997 and Note
4, Divestitures, in the notes to condensed consolidated financial statements for
further discussion.
CURRENCY FLUCTUATIONS
For the three and six months ended June 30, 1998, approximately 57% of
IVAX's net revenues were attributable to operations which principally generated
revenues in currencies other than the United States dollar, compared to
approximately 67% and 62% for the three and six months ended June 30, 1997,
respectively. Fluctuations in the value of foreign currencies relative to the
United States dollar affect the reported results of operations for IVAX. If the
United States dollar weakens relative to the foreign currency, the earnings
generated in the foreign currency will, in effect, increase when converted into
United States dollars and vice versa. As a result of exchange rate differences,
net revenues decreased by approximately $1.1 million and $4.6 million for the
three and six months ended June 30, 1998, respectively, as compared to the same
periods of the prior year.
INCOME TAXES
IVAX recognized a $5.0 million tax provision for the six months ended
June 30, 1998, which related to foreign operations. The $3.7 million tax benefit
recognized by domestic operations was completely offset by the establishment of
an additional $3.7 million in valuation allowances. As a result, the domestic
deferred tax asset is fully reserved as of June 30, 1998. Management expects
that IVAX will recognize additional valuation allowances related to any future
deferred tax assets generated from its domestic operations until such time as
sustainable domestic taxable income is achieved.
As of June 30, 1998, IVAX had a foreign net deferred tax asset
aggregating $18.6 million. Realization of the foreign net deferred tax asset is
dependent upon generating sufficient future foreign taxable income. Although
realization is not assured, management believes it is more likely than not that
16
the foreign 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 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, 1997.
LIQUIDITY AND CAPITAL RESOURCES
At June 30, 1998, IVAX's working capital, excluding net assets of
discontinued operations, was $241.0 million, compared to $238.9 million at
December 31, 1997. Cash and cash equivalents totaled $167.0 million at June 30,
1998, as compared to $199.2 million at December 31, 1997 and $88.4 million at
June 30, 1997.
Net cash of $.9 million was provided by operating activities during the
first six months of 1998, compared to $75.4 million during the same period of
the prior year. The decrease in cash provided by operating activities, as
compared to the first six months of 1997, was primarily the result of IVAX
receiving a $52.5 million refund of federal income taxes paid in prior years
during the second quarter of 1997 as well as reductions in accounts receivable
and inventory during the first six months of 1997 mainly resulting from
increased cash collections, lower net revenues and improved inventory management
at IVAX's United States generic pharmaceutical operations.
Net cash of $10.7 million was used for investing activities during the
first six months of 1998, as compared to $278.6 million in cash provided by
investing activities during the same period of the prior year. The decrease was
primarily attributable to $320.0 million in cash proceeds received for the sale
of IVAX's intravenous products business in the second quarter of 1997. In
February 1998, IVAX sold its vacuum pump fluids business for $3.9 million, the
only remaining segment of its specialty chemicals business. See Note 4,
Divestitures, in the notes to condensed consolidated financial statements.
During the second quarter of 1998, IVAX sold its Kirkland, Canada pharmaceutical
manufacturing facility (acquired in the first quarter of 1997) and its Syosset,
New York pharmaceutical manufacturing facility for a total of $13.3 million
(subject to certain post-closing adjustments). During the first six months of
1998, IVAX paid $9.9 million to NaPro BioTherapeutics, Inc. ("NaPro") as partial
consideration for a license to NaPro's pending patents for a paclitaxel
formulation in the United States, Europe and certain other world markets. In
connection with the license, IVAX and NaPro terminated their paclitaxel
development and marketing agreement.
Net cash of $22.5 million was used for financing activities during the
first six months of 1998, compared to $340.0 million during the same period of
the prior year, primarily reflecting the pay off of IVAX's revolving credit
facility in June 1997. In the first quarter of 1998, IVAX repurchased common
stock for $14.5 million. See Note 7, Shareholders' Equity, and Note 11,
Subsequent Events, in the notes to condensed consolidated financial statements.
IVAX plans to spend substantial amounts of capital in 1998 to continue
the research and development of pharmaceutical products. Total research and
development costs for the first six months of 1998 were $27.1 million. Although
research and development expenditures are expected to be between $50.0 million
and $60.0 million during 1998, actual expenditures will depend on, among other
things, the outcome of clinical testing of products under development, delays or
changes in government required testing and approval procedures, technological
and competitive developments, strategic marketing decisions and liquidity. In
addition, IVAX plans to spend between $50.0 million and $55.0 million in
17
1998 to improve and expand its pharmaceutical and other related facilities, of
which $17.5 million has been spent during the first half of the year.
IVAX continues to implement its Year 2000 compliance program,
prioritizing required efforts and addressing them in such order. IVAX
anticipates that it will spend up to $15.0 million by the end of 1999 in
connection with its plans to implement required system and equipment
modifications and replacements. IVAX expects to complete the implementation of
its system and equipment modifications or replacements by mid-1999. The expected
costs of the Year 2000 compliance program and the date on which IVAX expects to
complete the implementation of the plan are based on management's best estimates
and involve certain assumptions, and actual results could differ materially from
the estimates set forth herein. There can be no assurance that IVAX's Year 2000
compliance program will be successful. In addition, the implementation of new
information systems and the modification or replacement of equipment involves
risks that the systems and equipment will not perform as expected and that
productivity may suffer until employees are properly trained. No assurance can
be given that any such implementation will not adversely affect IVAX's
operations.
IVAX has not fully determined the extent to which it may be impacted by
third parties' systems, including those of its suppliers, partners, vendors,
service providers and certain agencies and regulatory organizations. While IVAX
has commenced efforts to seek reassurance from certain third parties that their
systems are Year 2000 compliant, there can be no assurance that the systems of
third parties with which IVAX deals or on which IVAX relies will be Year 2000
compliant, or that any failure of a third party's systems to be Year 2000
compliant would not have a material adverse effect on IVAX.
IVAX's principal sources of short term liquidity are existing cash,
including cash generated from the sale of IVAX's personal care products business
in July 1998, and cash generated from the repayment or sale of the $50.0 million
secured note due November 30, 1998 (the "Secured Note"), which IVAX received as
partial consideration for the sale of the personal care products business. IVAX
is seeking to sell the Secured Note to a third party. No assurance can be given
that IVAX will be able to sell the Secured Note or, if IVAX is unable to sell
the Secured Note, that the Secured Note will be repaid in accordance with its
terms. IVAX believes the sources discussed above will be sufficient to meet its
operating needs and anticipated capital expenditures over the short term.
For the long term, IVAX intends to utilize principally internally
generated funds, which are anticipated to be derived primarily from the sale of
existing pharmaceutical products, pharmaceutical products currently under
development and pharmaceutical products to be licensed from third parties. No
assurance can be given that IVAX will license existing products or products
under development from third parties, that IVAX will successfully complete the
development of such products or products under development, that IVAX will be
able to obtain regulatory approval for any such product, or that any approved
product may be produced in commercial quantities, at reasonable costs, and be
successfully marketed. In addition, IVAX's 6 1/2% Convertible Subordinated Notes
due 2001 ("the 6 1/2% Notes") are scheduled to mature in November 2001. To the
extent that capital requirements exceed available capital or that IVAX is
required to refinance the 6 1/2% Notes, IVAX will need to seek alternative
sources of financing to fund its operations. IVAX has no existing 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 additional assets in order to meet its future obligations.
18
PART II - OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS
With respect to the case styled ALAN M. HARRIS, YITZCHOK WOLPIN AND
FAUSTO POMBAR 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, 1997, on May 29, 1998, Plaintiffs filed a Notice of Appeal of the
District Court's dismissal of the action, which was previously reported in
IVAX's Quarterly Report on Form 10-Q for the quarterly period ended March 31,
1998.
With respect to the case styled ELI LILLY AND COMPANY V. ROUSSEL CORP.,
ET AL., previously reported in IVAX's Annual Report on Form 10-K for the year
ended December 31, 1997, on June 30, 1998, the United States District Court
dismissed the action with prejudice.
With respect to the case styled BAXTER INTERNATIONAL INC. AND BAXTER
HEALTHCARE CORP. V. MCGAW, INC., previously reported in IVAX's Annual Report on
Form 10-K for the year ended December 31, 1997, on July 1, 1998, the United
States Court of Appeals for the Federal Circuit affirmed the verdict in favor of
McGaw, Inc.
With respect to the case styled SMITH & NEPHEW, INC. V. IVAX
CORPORATION AND SOLOPAK, INC., previously reported in IVAX's Annual Report on
Form 10-K for the year ended December 31, 1997, on July 17, 1998, the District
Court granted IVAX's Motion for Summary Judgment.
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At IVAX's annual meeting of shareholders held on June 5, 1998, IVAX's
shareholders elected eight directors. The number of votes cast for and withheld
for each nominee for director were as follows:
DIRECTOR FOR WITHHELD
-------- --- --------
Mark Andrews 101,095,584 1,634,051
Ernst Biekert, Ph.D. 101,035,532 1,694,103
Charles M. Fernandez 101,215,088 1,514,547
Jack Fishman, Ph.D. 101,207,794 1,521,841
Neil W. Flanzraich 101,196,087 1,533,548
Phillip Frost, M.D. 101,160,641 1,568,994
Jane Hsiao, Ph.D. 101,207,206 1,522,429
Isaac Kaye 101,206,847 1,522,788
There were no broker non-votes with respect to the foregoing matter.
19
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
10.1 Form of Employment Agreement (Change Incorporated by reference to the
in Control), dated as of July 31, 1998 between Form of Employment Agreement
IVAX Corporation and Neil W. Flanzraich (Change in Control) in IVAX's
Form 10-K for the year ended
December 31, 1997.
10.2 Purchase Agreement, dated June 16, 1998, Filed herewith.
by and between IVAX Corporation and Carson,
Inc.*
10.3 Credit Agreement, dated as of July 14, 1998, Filed herewith.
among IVAX Corporation, Carson, Inc. and
Carson Products Company.*
27 Financial Data Schedule Filed herewith.
(b) REPORTS OF FORM 8-K
No reports on Form 8-K were filed by the registrant during the three
months ended June 30, 1998.
- --------------------------------
*IVAX agrees to furnish a copy of the exhibits and schedules to this
agreement to the Securities and Exchange Commission upon request.
20
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, 1998 By: /s/ THOMAS BEIER
----------------- -----------------
Thomas Beier
Senior Vice President-Finance
Chief Financial Officer
EXHIBIT INDEX
EXHIBIT DESCRIPTION
- ------- -----------
10.2 Purchase Agreement, cated June 16, 1998, by and between
IVAX Corporation and Carson, Inc.
10.3 Credit Agreement, Dated as of July 14, 1998, among IVAX
Corporation, Carson, Inc. and Carson Products Companu.
27 Financial Data Schedule.