11-K/A 1 d11ka.htm AMEND NO 1 Amend No 1
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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 11-K/A

 


 

ANNUAL REPORT

 

PURSUANT TO SECTION 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended December 31, 2003

 

Commission File Number 1-09623

 


 

IVAX CORPORATION

EMPLOYEE SAVINGS PLAN

(Full Title of the Plan)

 

IVAX CORPORATION

4400 Biscayne Boulevard, Miami, Florida 33137

(Name and principal executive offices of the issuer

of the securities held pursuant to the Plan)

 



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SIGNATURES

 

The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

 

   

IVAX CORPORATION EMPLOYEE SAVINGS PLAN

   

By:

 

IVAX CORPORATION, PLAN ADMINISTRATOR

Date: June 28, 2004

 

By:

 

/s/ Thomas E. Beier


       

Thomas E. Beier, Senior Vice President-Finance and

Chief Financial Officer

 


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FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE

 

IVAX Corporation Employee Savings Plan

 

As of December 31, 2003 and 2002 and for the year ended December 31, 2003

with Report of Independent Registered Public Accounting Firm


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IVAX Corporation

Employee Savings Plan

 

Financial Statements and Supplemental Schedule

 

As of December 31, 2003 and 2002 and for the year ended December 31, 2003

 

Contents

 

Report of Independent Registered Public Accounting Firm

   1

Audited Financial Statements

    

Statements of Net Assets Available for Benefits

   2

Statement of Changes in Net Assets Available for Benefits

   3

Notes to Financial Statements

   4

Supplemental Schedule

    

Schedule H, line 4i—Schedule of Assets (Held at End of Year)

   12


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Report of Independent Registered Public Accounting Firm

 

To The Plan Administrator

IVAX Corporation Employee Savings Plan

 

We have audited the accompanying statements of net assets available for benefits of the IVAX Corporation Employee Savings Plan as of December 31, 2003 and 2002, and the related statement of changes in net assets available for benefits for the year ended December 31, 2003. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 2003 and 2002, and the changes in its net assets available for benefits for the year ended December 31, 2003, in conformity with U.S. generally accepted accounting principles.

 

Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedule of assets (held at end of year) as of December 31, 2003, is presented for purposes of additional analysis and is not a required part of the financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in our audits of the financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole.

 

     /s/ Ernst & Young LLP          

Miami, Florida

   Certified Public Accountants

June 17, 2004

    

 

 

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IVAX Corporation

Employee Savings Plan

 

Statements of Net Assets Available for Benefits

 

     December 31

     2003

   2002

Assets

             

Cash

   $ 9,283    $ 7,268

Accrued income and other

     3,347      2,345

Investments, at fair value

     36,907,717      24,407,227

Contributions receivable:

             

Participant contributions

     158,174      85,974

Employer contributions

     82,048      37,550
    

  

Net assets available for benefits

   $ 37,160,569    $ 24,540,364
    

  

 

See accompanying notes.

 

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IVAX Corporation

Employee Savings Plan

 

Statement of Changes in Net Assets Available for Benefits

 

For the Year ended December 31, 2003

 

Additions

        

Contributions:

        

Participant

   $ 3,858,941  

Employer

     1,784,269  

Rollover

     521,712  

Investment income:

        

Interest

     50,903  

Dividends

     456,754  

Net appreciation in fair value of investments

     8,295,098  
    


Total additions

     14,967,677  
    


Deductions

        

Distributions to participants

     (2,339,807 )

Administrative expenses

     (7,665 )
    


Total deductions

     (2,347,472 )
    


Net increase

     12,620,205  

Net assets available for benefits:

        

Beginning of year

     24,540,364  
    


End of year

   $ 37,160,569  
    


 

See accompanying notes.

 

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IVAX Corporation

Employee Savings Plan

 

Notes to Financial Statements

 

December 31, 2003

 

1. Description

 

General

 

Effective January 1, 1987, the IVAX Corporation Employee Savings Plan (the Plan) was established as a defined contribution 401(k) plan to cover eligible employees of IVAX Corporation (IVAX) and its subsidiaries (the Employer). The Employer serves as the Plan administrator. Effective January 1, 2002, the Plan was amended and restated. Merrill Lynch Trust Company (Merrill Lynch) remains trustee and custodian of the Plan trust fund.

 

The following description provides only general information of the Plan. Participants should refer to the Plan document for a more complete description of the Plan’s provisions.

 

Eligibility

 

Every employee who has completed one month of service for participation, as defined, may participate in the Plan on the first day of the month after such completion, provided that the individual is an employee on such date. An employee is not eligible to participate during any time period for which the individual is (i) a leased employee, (ii) included in a unit of employees covered by certain collective bargaining agreements or (iii) a nonresident alien who receives no earned income from the Employer which constitutes income from sources within the United States or (iv) a temporary employee.

 

Contributions

 

Participants may contribute a portion of their salary or wages through payroll deduction contributions. The Plan generally permits each participant to elect to defer up to 50% (effective in 2004, 75%) of his or her compensation. Each participant’s contribution was limited by the Internal Revenue Service (IRS) to a maximum of $12,000 in 2003 and $11,000 in 2002, except for individuals that are 50 years and older in 2003 were limited to $14,000 and in 2002 they were limited to $12,000. Participant contributions to the Plan are submitted to Merrill Lynch, which invests the contributions and investment earnings as directed by the participants from among investment options chosen by the Plan administrator. All expenses incurred pursuant to a participant’s directed investments, including brokerage fees and other incidental expenses are paid solely with the funds from the individual account of the participant.

 

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IVAX Corporation

Employee Savings Plan

 

Notes to Financial Statements (continued)

 

1. Description (continued)

 

Employer matching contributions are discretionary. The Employer may, at its discretion, contribute on behalf of each participant an amount in cash equal to a discretionary percentage of a participant’s compensation contributed as an elective deferral contribution. Matching contributions shall be invested in accordance with the employee’s investment election on file at the time of the matching contribution.

 

With the consent of the Employer, the Plan allows new employees to roll over amounts into the Plan from other qualified plans. The rollover contribution is permitted provided the trust from which the funds are to be transferred permits the transfer to be made.

 

Participant Accounts

 

Each participant’s account is credited with the participant’s contributions and allocations of the Company’s contribution and Plan investment results. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.

 

Vesting

 

Participants immediately vest 100% in their voluntary contributions and rollover contributions. Participants vest 100% in their Employer matching contributions after two years of service, as defined in the Plan. However, in the event of termination of a participant’s employment due to death or total or permanent disability or upon attainment of the normal retirement age of 65 years, such participant’s nonvested Employer matching contributions shall immediately vest 100%.

 

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IVAX Corporation

Employee Savings Plan

 

Notes to Financial Statements (continued)

 

1. Description (continued)

 

Forfeitures

 

The nonvested portion of the Employer matching contribution is forfeited by participants upon the earlier of the distribution of the entire vested portion of the terminated participant’s account, or five years after termination of service. As of the end of each Plan year, any forfeitures during the year shall first be made available to reinstate previously forfeited account balances and the remaining forfeitures, if any, shall be used to reduce the contribution of the Employer for such a Plan year. Participants forfeited approximately $58,000 during the year ended December 31, 2003, which was used to reduce the Employer’s contribution.

 

Distributions to Participants

 

Participants or their beneficiaries are eligible to receive distributions of their vested account balances upon retirement or termination of employment. Distributions of a participant’s vested account balance while the participant is still employed are permitted for balances rolled over into the Plan, financial hardship, as defined in the Plan, after-tax contributions or upon the attainment of age 59-1/2. Distribution is made in a lump sum, and participants and spouse beneficiaries may roll over the distribution to another employer’s qualified plan or to an individual retirement account or annuity. In addition, participants may elect to receive the value of the stock of the Employer held in their account under the Plan in cash or in common stock of the Employer.

 

Loans to Participants

 

Participants are permitted to borrow from their fund accounts a minimum of $1,000 and up to a maximum of the lesser of $50,000 or 50% of their account balance. Loans must have a repayment period that does not exceed 60 months or up to 120 months for the purchase of a primary residence. The loans are secured by one-half of the balance in the participant’s account and bear interest at 1% greater than the prime lending rate as quoted in The Wall Street Journal on the last day of the quarter before the loan is established. The repayment of principal and interest is made through payroll deductions.

 

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IVAX Corporation

Employee Savings Plan

 

Notes to Financial Statements (continued)

 

1. Description (continued)

 

Plan Termination

 

Although it has not expressed any intent to do so, the Employer has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended. In the event of complete or partial termination of the Plan, affected participants fully vest in their accounts.

 

2. Summary of Significant Accounting Policies

 

Basis of Accounting

 

The Plan’s financial statements are prepared on the accrual basis of accounting in accordance with U.S. generally accepted accounting principles. Distributions to participants are recorded when paid. As of December 31, 2003 and 2002, the Plan had distributions payable to participants of $10,693 and $7,157, respectively.

 

Use of Estimates

 

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates that affect the reported amounts of assets and liabilities and changes therein. Actual results could differ from those estimates.

 

3. Investments

 

The Plan’s investments are stated at fair value. Quoted market prices are used to value investments. Shares of mutual funds are valued at the net asset value of shares held by the Plan at year-end.

 

Purchases and sales of securities are recorded on a trade-date basis. Dividends are recorded on the ex-dividend date. Interest income is recorded on the accrual basis.

 

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IVAX Corporation

Employee Savings Plan

 

Notes to Financial Statements (continued)

 

3. Investments (continued)

 

The following presents investments that represent five percent or more of the Plan’s net assets.

 

     December 31

     2003

   2002

IVAX common stock

   $ 9,878,177    $ 4,916,766

Merrill Lynch Retirement Preservation Trust Fund

     6,654,121      5,626,128

MFS Capital Opportunities Fund Class A

     3,842,498      3,392,808

John Hancock Sovereign Fund

     2,807,026      2,540,267

AIM Blue Chip Fund Class A

     2,562,977      1,367,311

Franklin Small Mid Cap Growth Fund

     1,970,401      1,139,543

 

During 2003, the Plan’s investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated in value by $8,295,098 as follows:

 

IVAX common stock

   $ 4,967,501

Common/collective trusts

     239,243

Mutual funds

     3,088,354
    

     $ 8,295,098
    

 

4. Transactions with Related Parties

 

Participants are charged administrative expenses (loan application fees, check issuance fees and withdrawal processing fees) by the Custodian, which are paid directly by the participants by deduction from their accounts. These expenses totaled $7,665 for 2003. In addition, there are professional, legal fees, and management fees related to the Plan that are charged to the Employer by the Custodian, the Trustee, attorneys and other parties. These expenses consisted of approximately $38,000 for the year ended December 31, 2003. The Employer also performed certain administration and accounting services on behalf of the Plan for which no amounts were charged.

 

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IVAX Corporation

Employee Savings Plan

 

Notes to Financial Statements (continued)

 

5. Income Tax Status

 

Effective January 1, 2002, the Plan was amended and restated by the Employer to incorporate the prior restatement and subsequent amendments. In addition, updates were made to the Plan for the requirements of the Uruguay Round Agreements Act (General Agreement on Trades and Tariffs), Uniformed Services Employment and Reemployment Rights Act of 1994, Small Business Job Protection Act of 1996, Taxpayer Relief Act of 1997, Internal Revenue Service Restructuring and Reform Act of 1998, Community Renewal Tax Relief Act of 2000 and the Economic Growth and Tax Relief and Reconciliation Act of 2001. The Plan received a determination letter from the IRS dated October 17, 2002 stating that the Plan, as amended and restated on January 1, 2002, is qualified under Section 401(a) of the Internal Revenue Code (IRC) and, therefore, the related trust is exempt from taxation. Once qualified, the Plan is required to operate in conformity with the IRC to maintain its qualification. The Plan administrator believes the Plan is being operated in compliance with the applicable requirements of the IRC and, therefore, believes that the Plan is qualified and the related trust is tax exempt.

 

6. Differences Between Financial Statements and Form 5500

 

The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500:

 

     December 31

 
     2003

    2002

 

Net assets available for benefits per the financial statements

   $ 37,160,569     $ 24,540,364  

Benefits payable

     (10,693 )     (7,157 )
    


 


Net assets available for benefits per the Form 5500

   $ 37,149,876     $ 24,533,207  
    


 


 

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IVAX Corporation

Employee Savings Plan

 

Notes to Financial Statements (continued)

 

6. Differences Between Financial Statements and Form 5500 (continued)

 

The following is a reconciliation of distributions to participants per the financial statements to the Form 5500:

 

     Year ended
December 31,
2003


 

Distributions to participants per the financial statements

   $ 2,339,807  

Amounts allocated on Form 5500 to withdrawn participants at December 31, 2003

     10,693  

Amounts allocated on Form 5500 to withdrawn participants at December 31, 2002

     (7,157 )
    


Distributions to participants per the Form 5500

   $ 2,343,343  
    


 

7. Subsequent Event

 

Effective January 1, 2004, the Company adopted an amendment to the Plan to, among other changes, provide for “Safe Harbor” provisions described in Section 401(k)(12) of the IRC. The Plan will apply for a new determination letter from the Internal Revenue Service during 2004 stating that the Plan as amended is qualified under Section 401(a) of the IRC. However, the Plan administrator believes that the Plan has been designed to comply with and is operating in accordance with the requirements of the IRC and, therefore, believes the Plan is qualified and the related trust is exempt from taxation.

 

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Supplemental Schedule

 


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IVAX Corporation

Employee Savings Plan

 

EIN: 16-1003559 Plan: 001

Schedule H, Line 4i—

 

Schedule of Assets (Held at End of Year)

 

As of December 31, 2003

 

(a)


  

(b)

Identity of Issue, Borrower,

Lessor or Similar Party


  

(c)

Description of Investment


  

(e)1

Current

Value


*

  

Merrill Lynch

  

Equity Index Trust Goal Manager Fund

   $ 1,254,645

*

  

Merrill Lynch

  

Retirement Preservation Trust Fund

     6,654,121
    

Lord Abbett Funds

  

Lord Abbett Mid Cap Value CLP

     364,861
    

Lord Abbett Funds

  

Lord Abbett Small Cap Growth Fund

     292,207
    

Alliance Funds

  

Alliance Balance Shares

     146,031
    

Van Kampen Funds

  

Van Kampen Growth & Income Fund

     791,818
    

Franklin Templeton Investments

  

Templeton World Fund

     819,474
    

Franklin Templeton Investments

  

Franklin Small-Mid Cap Growth Fund

     1,970,401
    

AIM Advisors, Inc.

  

AIM Global Growth Fund Class A

     1,285,936
    

AIM Advisors, Inc.

  

AIM Blue Chip Fund Class A

     2,562,977
    

Dreyfus Corporation

  

Dreyfus Premier Balanced Fund

     1,382,203
    

John Hancock Group

  

John Hancock Sovereign Fund

     2,807,026
    

MFS Investment Management

  

MFS Capital Opportunities Fund Class A

     3,842,498
    

Davis Selected Advisors, LP

  

Davis NY Venture FD Class A

     1,558,327
    

UBS

  

UBS Small Cap Growth Fund

     308,006

*

  

IVAX Corporation

  

IVAX common stock

     9,878,177

*

  

Participants notes receivable

  

Loans to participants (interest rate ranges 5% to 9.5%)

     989,009
              

               $ 36,907,717
              


* Denotes a party-in-interest.
1 – Column (d) is not presented as all investments are participant directed.

 

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Exhibits

   
23.1   Consent of Ernst & Young LLP