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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

ý	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2002
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2002
OR
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

COMMISSION FILE NUMBER 1-8549

AVATEX CORPORATION (Exact Name of Registrant as Specified in its Charter)

AVATEX CORPORATION (Exact Name of Registrant as Specified in its Charter)
DELAWARE (State or Other Jurisdiction of Incorporation or Organization)		25-1425889 (I.R.S. Employer Identification No.)
5910 N. Central Expressway, Suite 1780, Dallas, Texas (Address of Principal Executive Offices)		75206 (Zip Code)
Registrant's Telephone Number, Including Area Code		214-365-7450

DELAWARE (State or Other Jurisdiction of Incorporation or Organization)		25-1425889 (I.R.S. Employer Identification No.)
5910 N. Central Expressway, Suite 1780, Dallas, Texas (Address of Principal Executive Offices)		75206 (Zip Code)
Registrant's Telephone Number, Including Area Code		214-365-7450

Indicate by check mark whether the registrant (1) had 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, and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o.

~~Indicate~~Number byof ~~check~~shares ~~mark whether the registrant (1) had filed all reports required to be filed by Section 13 or 15(d)~~ of ~~the~~Common ~~Securities~~Stock ~~Exchange~~outstanding ~~Act~~as of ~~1934 during the preceding 12~~September ~~months~~30, ~~and~~2002: ~~(2) has~~19,637,357 ~~been subject to such filing requirements for the past 90 days~~shares. ~~Yes X No .~~

Number of shares of Common Stock outstanding as of July 31, 2002: 19,637,357 shares.

PART 1. FINANCIAL INFORMATION

AVATEX CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Unaudited)

		For the three months ended June 30,
		For the three months ended September 30,
(in thousands, except per share amounts)
		2002			2001
Revenues		$	388		$	—
		(in thousands, except per share amounts)
Revenues		$	241		$	—
Operating costs
	Cost of goods sold (exclusive of depreciation shown separately below)		~~288~~95			—
	Selling, general and administrative costs		1,~~237~~314			~~1,185~~691
	Research and development costs		6055			—
	Depreciation and amortization		2320			6
Total operating loss			(1,~~220~~243	)		(~~1,191~~697	)
Other income (expense)			(227	)		1,352
Other income			28			343
Interest and dividend income			9414			~~253~~202
Interest expense			(~~687~~750	)		(~~746~~634	)
Loss before equity in loss of affiliates and minority interest			(2,040	)		(332	)
Loss from continuing operations before equity in loss of affiliates and minority interest			(1,951	)		(786	)
Equity in loss of affiliates			—			(112,~~678~~355	)
Loss before minority interest			(2,040	)		(12,010	)
Loss from continuing operations before minority interest			(1,951	)		(3,141	)
Minority interest			5946			—16
Loss before extraordinary item			(1,981	)		(12,010	)
Loss from continuing operations			(1,905	)		(3,125	)
Extraordinary item:
Discontinued operations
	Gain on extinguishment of debt		—			2,476
	Gain on disposal of discontinued operations		—			48
Net loss		$	(1,~~981~~905	)	$	(93,~~534~~077	)
Basic and diluted income (loss) per share:
	Loss before extraordinary item	$	(0.11	)	$	(0.69	)
	Loss from continuing operations	$	(0.10	)	$	(0.18	)
	Extraordinary item		—			0.14
	Discontinued operations		—			—
Loss per share		$	(0.1110	)	$	(0.5518	)
Average number of common shares outstanding—basic and diluted			1719,~~259~~405			17,~~297~~268
Comprehensive loss		$	(1,~~981~~919	)	$	(93,~~518~~095	)

See notes to condensed consolidated financial statements.

AVATEX CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED ~~BALANCE~~STATEMENTS ~~SHEETS~~ OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited)

(in thousands of dollars)		June 30, 2002			March 31, 2002
		For the six months ended September 30,
ASSETS
		2002			2001
Current assets
		(in thousands, except per share amounts)
	Cash and cash equivalents	$	4,371		$	6,224
Revenues		$	629		$	—
	Receivables—net		206			395
Operating costs
	Inventories		71			127
	Cost of goods sold (exclusive of depreciation shown separately below)		383			—
	Other current assets		479			594
	Selling, general and administrative costs		2,551			1,876
Total current assets			5,127			7,340
	Research and development costs		115			—
Investment in affiliate			48			70
	Depreciation and amortization		43			12
Property and equipment			382			374
Total operating loss			(2,463	)		(1,888	)
	Less accumulated depreciation and amortization		150			134
Other income (expense)			(199	)		1,695
Net property and equipment			232			240
Interest and dividend income			108			455
Other assets			11,145			10,836
Interest expense			(1,437	)		(1,380	)
Total assets		$	16,552		$	18,486
Loss from continuing operations before equity in loss of affiliates and minority interest			(3,991	)		(1,118	)
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Equity in loss of affiliates			—			(14,033	)
Current liabilities
Loss from continuing operations before minority interest			(3,991	)		(15,151	)
	Accounts payable	$	658		$	647
Minority interest			105			16
	Other accrued liabilities		979			1,256
Loss from continuing operations			(3,886	)		(15,135	)
	Long-term debt due within one year		13,433			13,003
Discontinued operations
Total current liabilities			15,070			14,906
	Gain on disposal of discontinued operations		—			48
Long-term debt			6			7
Loss before extraordinary item			(3,886	)		(15,087	)
Other long-term liabilities			8,071			8,128
Extraordinary item:
Minority interest			394			453
	Gain on extinguishment of debt		—			2,476
Commitments and contingencies			—			—
Net loss		$	(3,886	)	$	(12,611	)
Stockholders' equity (deficit)
Basic and diluted income (loss) per share:
	Common stock $0.01 par value; authorized: 50,000,000 shares; issued: 19,637,357 shares		196			196
	Loss from continuing operations	$	(0.21	)	$	(0.87	)
	Capital in excess of par value		193,170			193,170
	Discontinued operations		—			—
	Accumulated other comprehensive loss		(10,716	)		(10,716	)
	Extraordinary item		—			0.14
	Accumulated deficit		(184,485	)		(182,504	)
Loss per share		$	(0.21	)	$	(0.73	)
			(1,835	)		146
Average number of common shares outstanding—basic and diluted			18,338			17,282
	Less equity in cost of common stock of the Corporation held by Phar-Mor, Inc.		(5,154	)		(5,154	)
Comprehensive loss		$	(3,900	)	$	(12,613	)
Total stockholders' equity (deficit)			(6,989	)		(5,008	)
Total liabilities and stockholders' equity (deficit)		$	16,552		$	18,486

See notes to condensed consolidated financial statements.

AVATEX CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED ~~STATEMENTS~~BALANCE ~~OF CASH FLOWS~~ SHEETS (Unaudited)

				For the three months ended June 30,
			September 30, 2002			March 31, 2002
~~(in thousands of dollars)~~			(in thousands of dollars)
				2002			2001
ASSETS
Cash flows from operating activities:
Current assets
Net loss				$	(1,981	)	$	(9,534	)
	Cash and cash equivalents		$	2,669		$	6,224
Adjustments to reconcile net loss to net cash provided (used) by operating activities:
	Receivables—net			29			395
	Equity in loss of affiliates				—			11,678
	Inventories			96			127
	Depreciation and amortization				23			6
	Other current assets			475			594
	Loss (gain) on investments				231			(1,345	)
Total current assets				3,269			7,340
	Other non-cash expense items, net				399			162
Investment in affiliate				—			70
	Gain on extinguishment of debt				—			(2,476	)
Property and equipment				389			374
	Increase in reserve for bad debts				15			—
	Less accumulated depreciation and amortization			165			134
	Minority interest				(59	)		—
Net property and equipment				224			240
	Cash provided (used) by working capital items:
Other assets				11,265			10,836
		Receivables			(35	)		206
Total assets			$	14,758		$	18,486
		Other assets			(70	)		(66	)
LIABILITIES AND STOCKHOLDERS' DEFICIT
		Accounts payable and accrued liabilities			(368	)		(713	)
Current liabilities
Net cash used by operating activities					(1,845	)		(2,082	)
	Accounts payable		$	642		$	647
Cash flows from investing activities:
	Other accrued liabilities			1,212			1,256
	Purchase of investments				—			(671	)
	Long-term debt due within one year			13,925			13,003
	Purchase of property and equipment				(7	)		—
Total current liabilities				15,779			14,906
	Proceeds from sale of investments				—			3,360
Long-term debt				5			7
Net cash provided (used) by investing activities					(7	)		2,689
Other long-term liabilities				7,534			8,128
Cash flows from financing activities:
Minority interest				348			453
	Debt repayments				(1	)		—
Commitments and contingencies				—			—
	Debt repurchases				—			(7,055	)
Stockholders' deficit
Net cash used by financing activities					(1	)		(7,055	)
	Common stock $0.01 par value; authorized: 50,000,000 shares; issued: 19,637,357 shares			196			196
Net decrease in cash and cash equivalents					(1,853	)		(6,448	)
	Capital in excess of par value			188,016			193,170
	Cash and cash equivalents, beginning of period				6,224			13,666
	Accumulated other comprehensive loss			(10,730	)		(10,716	)
Cash and cash equivalents, end of period				$	4,371		$	7,218
	Accumulated deficit			(186,390	)		(182,504	)
				(8,908	)		146
	Less equity in cost of common stock of the Corporation held by Phar-Mor, Inc.			—			(5,154	)
Total stockholders' deficit				(8,908	)		(5,008	)
Total liabilities and stockholders' deficit			$	14,758		$	18,486

See notes to condensed consolidated financial statements.

AVATEX CORPORATION AND SUBSIDIARIES ~~NOTES TO~~ CONDENSED CONSOLIDATED ~~FINANCIAL~~ STATEMENTS ~~JUNE~~ ~~30,~~OF ~~2002~~CASH FLOWS (Unaudited)

			For the six months ended September 30,
			2002		2001
			(in thousands of dollars)
Cash flows from operating activities:
Net loss			(3,886	)	$	(12,611	)
Adjustments to reconcile net loss to net cash provided (used) by operating activities:
	Equity in loss of affiliates		—			14,033
	Depreciation and amortization		43			12
	Loss (gain) on investments		208			(1,680	)
	Other non-cash expense items, net		924			307
	Gain on extinguishment of debt		—			(2,476	)
	Increase in reserve for bad debts		15			—
	Minority interest		(105	)		(16	)
	Cash provided (used) by working capital items:
		Receivables	142			241
		Other assets	(170	)		(291	)
		Accounts payable and accrued liabilities	(733	)		(771	)

Net cash used by operating activities			(3,562	)		(3,252	)

Cash flows from investing activities:
	Purchase of investments		—			(1,190	)
	Purchase of property and equipment		(15	)		—
	Proceeds from sale of investments		24			3,716
	Other		—			414

Net cash provided by investing activities			9			2,940

Cash flows from financing activities:
	Debt repayments		(2	)		—
	Debt repurchases		—			(7,055	)

Net cash used by financing activities			(2	)		(7,055	)

Net decrease in cash and cash equivalents			(3,555	)		(7,367	)
	Cash and cash equivalents, beginning of period		6,224			13,666

Cash and cash equivalents, end of period			2,669		$	6,299

See notes to condensed consolidated financial statements.

AVATEX CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2002

(Unaudited)

NOTE 1—BASIS OF PRESENTATION

Description of Business: Avatex Corporation is a holding company that, along with its subsidiaries, owns interests in other corporations and partnerships. The Company consolidated Chemlink Laboratories, LLC ("Chemlink") at March 31, 2002 as a result of its control of 50% of the voting interests of Chemlink through its 59% interest in Chemlink Acquisition Company, LLC ("CLAC"). Prior to March 31, 2002, Chemlink was carried on an equity basis. Chemlink is primarily engaged in the development, manufacture and distribution of effervescent tablet and granule formulations for consumers and businesses for use in cleaning, disinfecting and sterilization applications. The Company also owns 48% of Phar-Mor, Inc. ("Phar-Mor") which operated a chain of discount retail drugstores. Phar-Mor filed for bankruptcy protection under Chapter 11 of the Bankruptcy Code on September 24, 2001 and, in July 2002, sold substantially all of its assets ~~were sold~~.

Going Concern: These financial statements have been prepared on a going concern basis which contemplates the realization of the Company's assets and the settlement of its liabilities and commitments in the normal course of business. See Note 7 for a discussion of the Company's ability to continue as a going concern and its plans addressing those issues. Specifically, the 6.75% notes issued by Avatex Funding, Inc. ("Avatex Funding"), and guaranteed by the Company, are due on December 7, 2002. Since there is no assurance that the Company will be able to generate sufficient cash flows from its investments, restructure its liabilities, or obtain additional financing by that date, the Company may have insufficient cash to fund the principal and interest payments due on the notes in December 2002. Therefore, the Company may be in default on the notes at that time, which in turn could force the Company to seek protection under the federal bankruptcy laws.

Basis of Presentation: The preparation of the consolidated financial statements, in conformity with generally accepted accounting principles, requires management of the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities, at the dates of the financial statements and the reported amounts of revenues and expenses during such reporting periods. Actual results could differ from these estimates.

The consolidated financial statements include the accounts of all majority-owned subsidiaries and partnerships in which the Company has a controlling interest. Investments in other companies and partnerships in which the Company has significant influence but does not have a controlling interest are accounted for on the equity basis. All significant intercompany balances and transactions have been eliminated.

The Company's condensed consolidated balance sheet as of ~~June~~September 30, 2002, the condensed consolidated statements of operations and comprehensive loss for the three and six months ended ~~June~~ September 30, 2002 and 2001, and the condensed consolidated statements of cash flows for the ~~three~~six months ended ~~June~~September 30, 2002 and 2001, are unaudited. In the opinion of management, these statements have been prepared on the same basis as the audited consolidated financial statements, and include all adjustments necessary for the fair presentation of financial position, results of operations and cash flows. Such adjustments were of a normal recurring nature. The results of operations for the ~~three~~six months ended ~~June~~September 30, 2002 are not necessarily indicative of the results that may be expected for the entire year. The condensed consolidated balance sheet as of March 31, 2002 was derived from audited financial statements but does not include all disclosures required by generally accepted accounting principles. Additional information is contained in the Company's Annual Report on ~~Form 10-K filed with the Securities and Exchange Commission for the fiscal year ended March 31, 2002, and should be read in conjunction with this quarterly report.~~

Form 10-K filed with the Securities and Exchange Commission for the fiscal year ended March 31, 2002, and should be read in conjunction with this quarterly report.

Revenues: Revenues are reported when goods are shipped and title passes. For products produced by or for others for which the Company will receive a royalty payment, revenues represent the royalty payments earned.

Inventory: Inventories are stated at the lower of cost or market. Cost is determined using the average cost method. Inventories consisted ~~almost~~principally ~~entirely~~ of raw materials at ~~June~~September 30, 2002. There was no work-in-process inventory and finished goods were ~~less than~~ approximately $921 thousand.

Minority interest: The minority interest represents the approximate 41% interest in CLAC and the 50% interest in Chemlink that the Company does not own.

Extraordinary item: The extraordinary item for the ~~three~~six months ended ~~June~~September 30, 2001 represents a gain realized on ~~the~~ the early extinguishment of certain of the 6.75% notes issued by the Company's subsidiary, Avatex Funding. See Note 5.

Comprehensive Income (Loss): The difference in comprehensive loss and net loss is due to the change in the components of other comprehensive income (loss), the details of which follow (in thousands of dollars):

	For the three months ended June 30,
	For the three months ended September 30,						For the six months ended September 30,
	2002			2001			2002			2001
Unrealized gains on securities	$	—		$	16
Unrealized gains (losses) on securities	$	(14	)	$	(8	)	$	(14	)	$	8
Reclassification adjustment for losses (gains) included in net loss		—			—
Reclassification adjustment for gains included in net loss		—			(10	)		—			(10	)
Net unrealized gains		—			16
Net unrealized losses		(14	)		(18	)		(14	)		(2	)
Minimum pension liability adjustment		—			—			—			—
Total other comprehensive income	$	—		$	16
Total other comprehensive loss	$	(14	)	$	(18	)	$	(14	)	$	(2	)

Newly Adopted and Issued Accounting Standards: In June 2001, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 141 "Business Combinations" and SFAS No.142 "Goodwill and Other Intangible Assets". In August 2001, the FASB issued SFAS No. 144 "Accounting for the Impairment or Disposal of Long-Lived Assets". These pronouncements were adopted in the Company's fiscal year beginning April 1, 2002. The adoption by the Company of these three standards did not impact our results of operations or financial condition. In addition, in June 2001, the FASB also issued SFAS No. 143 "Accounting for Asset Retirement Obligations". The Company has elected the early adoption of this standard effective April 1, 2002. There was no impact on the Company's results of operations or financial condition as a result of the early adoption of the standard.

In April 2002, the FASB issued SFAS No. 145 "Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical Corrections". The applicable portion of SFAS No. 145 relates to the rescission of SFAS No. 4 "Reporting Gains and Losses from the Extinguishment of Debt", as amended by SFAS No. 64. With the rescission of SFAS No. 4, the question of whether a gain or loss on the extinguishment of debt is extraordinary depends on whether the transaction meets the criteria for classification as a extraordinary item in APB Opinion No. 30 "Reporting the Results of Operations—Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions." The Company will be required to adopt the statement in its fiscal year beginning April 1, 2003. Any amounts presented as an extraordinary item from the extinguishment of debt in prior years that do not meet the criteria in APB No. 30 shall be reclassified to income from continuing operations as a result of the adoption of this standard.

Management is reviewing whether the items classified as extraordinary items from the extinguishment of debt in the Company's financial statements meet the criteria of APB No. 30. Any changes from the adoption of this standard will not alter the net income (loss) or net income (loss) per share already reported but may result in a reclassification of certain gains from extraordinary items to income (loss) from continuing operations.

In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities." This statement requires recording costs associated with exit or disposal activities at their fair values when a liability has been incurred. Under previous guidance, certain exit costs were accrued upon management's commitment to an exit plan, which is generally before an actual liability has been incurred. The provisions of this Statement are effective for exit or disposal activities that are initiated after December 31, 2002. The Company is currently considering the impact, if any, that this statement will have on its results of operations or its financial condition.

Common Stock of Avatex Corporation Held By An Affiliate: As of June 30, 2002, Phar-Mor owned 4,948,600 shares or 25.2% of the Company's issued common stock. The Company accounts for its investment in Phar-Mor on an equity basis and treats Phar-Mor's investment in the Company's common stock similar to treasury stock, with a reduction in its stockholders' equity of approximately $5.2 million at June 30 and March 31, 2002 (the equivalent of a reduction of 2,378,164 shares of its common stock outstanding). The reduction was based on the Company's 48.1% ownership interest in the cost and number of shares of its common stock held by Phar-Mor. Before July 10, 2002, our Co-Chairmen of the Board and Co-Chief Executive Officers, Abbey J. Butler and Melvyn J. Estrin, held the same positions at Phar-Mor. Effective on July 10, 2002, Mr. Butler and Mr. Estrin entered into a Settlement Agreement (the "Settlement") with Phar-Mor, the Official Committee of the Unsecured Creditors of Phar-Mor, and the Company. Under the Settlement, Mr. Butler and Mr. Estrin (the "Chairmen") agreed to be terminated as officers and directors of Phar-Mor in exchange for a cash payment and Phar-Mor's interests in Presby Corp. ("Presby") and certain of its affiliates, in CLAC and in the Company's common stock owned by Phar-Mor. As a result of the Settlement, the shares formerly held by Phar-Mor will not be considered treasury shares in future periods resulting in an increase in shares outstanding for calculating earnings per share. The Company's stockholders' deficit will not change as a result of the transaction as the offset to the decrease in the treasury stock charge of $5.2 million will be a corresponding reduction in "capital in excess of par value".

In addition, the weighted average number of shares outstanding used in calculating earnings per share was reduced by 2,378,164 and 2,340,747 for the three months ended June 30, 2002 and 2001, respectively. The reduction was equal to the Company's ownership interest in its common stock since its acquisition by Phar-Mor. As a result of the acquisition of Phar-Mor's shares in the Company by the Chairmen in July 2002, the reduction in the weighed average shares outstanding will decrease each quarter for the remainder of the year.

NOTE 2—INCOME (LOSS) PER SHARE OF COMMON STOCK

The loss per share before extraordinary item for basic and diluted earnings per share was calculated by dividing the loss before extraordinary item for the three months ended June 30, 2002 and 2001 by the weighted average number of common shares outstanding. The weighted average number of shares outstanding was reduced by the Company's equity in the number of shares of its stock held by Phar-Mor as explained in Note 1.

Options to purchase approximately 1.7 million and 3.9 million shares of common stock were outstanding at June 30, 2002 and 2001, respectively. These options were not included in the computation of diluted earnings per share because the average market price of the Company's common stock was less than the exercise price of the options and/or the effect of including the options in the calculation would be anti-dilutive. Warrants to purchase approximately 2.3 million shares of the

In ~~Company's~~April 2002, ~~common~~the ~~stock~~FASB atissued $2SFAS No.25 145 ~~per~~"Rescission ~~share~~of ~~were~~FASB ~~outstanding~~Statements atNo. 4, ~~June~~44 and 64, Amendment of FASB Statement No. 3013, ~~2002~~and Technical Corrections". The applicable portion of SFAS No. 145 relates to the rescission of SFAS No. 4 "Reporting Gains and ~~2001~~Losses from the Extinguishment of Debt", as amended by SFAS No. 64. ~~These~~With ~~warrants~~the rescission ~~were~~of ~~not~~SFAS ~~included~~No. 4, inthe question of whether a gain or loss on the ~~computation~~extinguishment of ~~diluted~~debt ~~earnings~~is ~~per~~extraordinary ~~share~~depends ~~because~~on whether the ~~average~~transaction meets the criteria for classification as a ~~market~~extraordinary ~~price~~item in APB Opinion No. 30 "Reporting the Results of Operations—Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions." The Company's ~~common~~will ~~stock~~be ~~was~~required ~~less~~to ~~than~~adopt the ~~exercise~~statement ~~price~~in its fiscal year beginning April 1, 2003. Any amounts presented as an extraordinary item from the extinguishment of debt in prior years that do not meet the ~~warrants~~criteria ~~and~~in APB No. 30 shall be reclassified to income from continuing operations as a result of the ~~effect~~adoption of ~~including~~this standard. Management is reviewing whether the ~~warrants~~items classified as extraordinary items from the extinguishment of debt in the ~~calculation~~Company's ~~would~~financial bestatements ~~anti-dilutive~~meet the criteria of APB No. 30. Any changes from the adoption of this standard will not alter the net income (loss) or net income (loss) per share already reported but may result in a reclassification of certain gains from extraordinary items to income (loss) from continuing operations.

In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities." This statement requires recording costs associated with exit or disposal activities at their fair values when a liability has been incurred. Under previous guidance, certain exit costs were accrued upon management's commitment to an exit plan, which is generally before an actual liability has been incurred. The provisions of this Statement are effective for exit or disposal activities that are initiated after December 31, 2002. The Company does not believe that this statement will have any impact on its results of operations or its financial condition.

Common Stock of Avatex Corporation Held By An Affiliate: As of March 31, 2002, Phar-Mor owned 4,948,600 shares or 25.2% of the Company's issued common stock. The Company accounts for its investment in Phar-Mor on an equity basis and treated Phar-Mor's investment in the Company's common stock similar to treasury stock, with a reduction in its stockholders' equity of approximately $5.2 million at March 31, 2002 (the equivalent of a reduction of 2,378,164 shares of its common stock outstanding). The reduction was based on the Company's 48.1% ownership interest in the cost and number of shares of its common stock held by Phar-Mor. Before July 10, 2002, our Co-Chairmen of the Board and Co-Chief Executive Officers, Abbey J. Butler and Melvyn J. Estrin, held the same positions at Phar-Mor. Effective on July 10, 2002, Mr. Butler and Mr. Estrin entered into a Settlement Agreement (the "Settlement") with Phar-Mor, the Official Committee of the Unsecured Creditors of Phar-Mor, and the Company. Under the Settlement, Mr. Butler and Mr. Estrin (the "Chairmen") agreed to be terminated as officers and directors of Phar-Mor in exchange for a cash payment and Phar-Mor's interests in Presby Corp. ("Presby") and certain of its affiliates, CLAC and the Company's common stock owned by Phar-Mor. As a result of the Settlement, the shares formerly held by Phar-Mor are no longer considered treasury shares resulting in an increase in shares outstanding for calculating earnings per share for the three and six month periods ending September 30, 2002. The Company's stockholders' deficit did not change as a result of the transaction as the offset to the

elimination of the $5.2 million in treasury stock was a corresponding reduction in "capital in excess of par value".

The weighted average number of shares outstanding used in calculating earnings per share was reduced by 232,646 and 2,369,702 for the three months ended September 30, 2002 and 2001, respectively, and 1,299,543 and 2,355,304 for the six months ended September 30, 2002 and 2001, respectively. The decrease was the result of the Settlement which eliminated the treasury shares outstanding on July 10, 2002.

NOTE 2—INCOME (LOSS) PER SHARE OF COMMON STOCK

The loss per share from continuing operations for basic and diluted earnings per share was calculated by dividing the loss from continuing operations for the three and six months ended September 30, 2002 and 2001 by the weighted average number of common shares outstanding. The weighted average number of shares outstanding was reduced by the Company's equity in the number of shares of its stock held by Phar-Mor as explained in Note 1.

Options to purchase approximately 0.1 million and 4.0 million shares of common stock were outstanding at September 30, 2002 and 2001, respectively. These options were not included in the computation of diluted earnings per share because the average market price of the Company's common stock was less than the exercise price of the options and/or the effect of including the options in the calculation would be anti-dilutive. Warrants to purchase approximately 2.3 million shares of the Company's common stock at $2.25 per share were outstanding at September 30, 2002 and 2001. These warrants were not included in the computation of diluted earnings per share because the average market price of the Company's common stock was less than the exercise price of the warrants and the effect of including the warrants in the calculation would be anti-dilutive.

NOTE 3—SUPPLEMENTAL CASH FLOW AND BALANCE SHEET INFORMATION

The following supplemental cash flow information is provided for interest and income taxes paid and for non-cash transactions (in thousands of dollars):

		For the three months ended June 30,
		For the six months ended September 30,
		2002		2001
Interest paid		$	482	$	764
Income taxes paid			—		—
Income taxes paid (refund)			—		(46	)
Non-cash transactions:
	Stock of WD-40 Company received on sale of an investment		—24		45

The following supplemental information is provided for other assets, other accrued liabilities and other long-term liabilities (in thousands of dollars):

			June 30, 2002		March 31, 2002
			September 30, 2002		March 31, 2002
Other assets:
	Prepaid pension cost		$	4,~~366~~381	$	4,352
	Securities available for sale			23,~~355~~161		2,355
	Patents			1,~~433~~454		1,415
	Cash surrender value of life insurance			2,~~049~~122		1,980
	Accrued dividends on preferred stock			~~772~~—		702
	Other			~~170~~147		32
		Total	$	11,~~145~~265	$	10,836
Other accrued liabilities:
	Accrued interest payable		$	43284	$	284
	Liabilities related to discontinued operations			~~105~~102		108
	Salaries, wages and employee benefits			~~457~~498		494
	Environmental liabilities			215		210
	Other			~~159~~113		160
		Total	$	~~979~~1,212	$	1,256
Other long-term liabilities:
	Pension and postretirement benefits		$	4,~~584~~547	$	4,632
	Environmental liabilities			1,034		1,043
	Liabilities related to discontinued operations			453		453
	Liabilities for potential claims			21,~~000~~500		2,000
		Total	$	87,~~071~~534	$	8,128

Long-term assets include a prepaid pension cost of $4.4 million. Other accrued liabilities and long-term liabilities include liabilities for pension benefits of $0.7 million that are accounted for under accounting principles promulgated by SFAS No. 87, as amended. Under SFAS No. 87, the pension plans are required to be valued only at year end unless measures of both the obligation and plan assets are available as of a more current date or a significant event occurs, such as an amendment, that would normally call for such a measurement. No measure of the pension obligation has occurred since our financial statements for the year ended March 31, 2002. However, as a result of the substantial decline in the stock market since March 31, 2002, the value of plan assets has decreased substantially. While our pension plans were overfunded by $0.2 million under generally accepted accounting principles at March 31, 2002, the Company has estimated that the plans may be underfunded by as much as approximately $10.0 million at September 30, 2002.

NOTE 4—COMMITMENTS AND CONTINGENCIES

The Company has retained responsibility for certain potential environmental liabilities attributable to former operating units. The Company is subject to federal, state and local environmental laws, rules and regulations, including the Comprehensive Environmental Response Compensation and Liability Act of 1980, as amended, and similar state superfund statutes related to sites of these former operating units. These statutes generally impose joint and several liability on present and former owners and operators, transporters and generators for remediation of contaminated properties regardless of fault. The Company and its subsidiaries have received various claims and demands from governmental agencies relating to investigations and remedial actions to address environmental clean-up costs and in some instances have been designated as a potentially responsible party by the Environmental Protection Agency.

At ~~June~~September 30, 2002, the Company had reserves of approximately $1.2 million for environmental assessments, remediation activities, penalties or fines at seven sites that ~~may~~ may be imposed for non-compliance with such laws or regulations. Reserves are established when it is probable that liability for such costs will be incurred and the amount can be ~~reasonably~~ reasonably estimated. The Company's estimates of these costs are based upon currently available facts, existing technology, presently enacted laws and regulations and the professional judgment of consultants and counsel. Where the available information is sufficient to estimate the amount of the liability, that estimate has been used. Where the information is only sufficient to establish a range of probable liability and no point within the range is more likely than the other, the lower end of the range was used.

The amount of reserves for environmental liabilities is difficult to estimate due to such factors as the unknown extent of the remedial actions that may be required and, in the case of sites not formerly owned by the Company, the unknown extent of the Company's probable liability in proportion to the probable liability of other parties. Moreover, the Company may have environmental liabilities that cannot, in management's judgment, be estimated at this time and losses attributable to remediation costs may arise at other sites. The Company recognizes that additional work may need to be performed to ascertain the ultimate liability for such sites, and further information could ultimately change the current assessment. A change in the estimated liability could have a material impact on the Company's financial condition and results of operations.

The Company's primary directors and officers' liability insurance policy for the three years ending on or about April 25, 1998 was issued by United Pacific Insurance Company ("UPIC"). On May 29, 2001, a Pennsylvania state court entered an order placing Reliance Insurance Company ("Reliance") and its subsidiary, UPIC, into "rehabilitation" under Pennsylvania's Insurance Department Act. On October 3, 2001, the court entered an Order of Liquidation that superseded the May 29 order, terminated the rehabilitation of Reliance and UPIC and appointed the insurance commissioner of the State of Pennsylvania as liquidator. We cannot estimate at this time the impact, if any, that might result from Reliance and UPIC being liquidated on our 1996 stockholder litigation, the FoxMeyer Corporation ("FoxMeyer") directors lawsuit or the Ben Franklin Retail Stores, Inc. ("Ben Franklin") lawsuits discussed below.

The Company and certain of its current and former officers and directors have been named in a series of purported class action lawsuits that were filed and subsequently consolidated under Zuckerman, et al. v. FoxMeyer Health Corporation, et al., in the United States District Court for the Northern District of Texas, Dallas Division, Case No. 396-CV-2258-T. The lawsuit purports to be brought on behalf of purchasers of the Company's common and formerly outstanding preferred stocks during the period July 19, 1995 through August 27, 1996. In May 1997, plaintiffs in the lawsuit filed a consolidated amended class action complaint, which alleges that the Company and the defendant officers and directors made misrepresentations of material facts in public statements or omitted material facts from public statements, including the failure to disclose purportedly negative information

810

brought on behalf of purchasers of the Company's common and formerly outstanding preferred stocks during the period July 19, 1995 through August 27, 1996. In May 1997, plaintiffs in the lawsuit filed a consolidated amended class action complaint, which alleges that the Company and the defendant officers and directors made misrepresentations of material facts in public statements or omitted material facts from public statements, including the failure to disclose purportedly negative information concerning the Company's National Distribution Center and Delta computer systems and the resulting impact on its existing and future business and financial condition. In January 2002, the Court granted the plaintiffs' unopposed motion to certify a class of purchasers of common stock as to federal claims and reserved judgment on all other class certification issues. ~~The~~On September 11, 2002, all the defendants, including the Company, ~~intends~~entered into a Memorandum of Understanding (the "MOU") with counsel for the plaintiff class for the settlement of the lawsuit. Pursuant to ~~continue~~the MOU, the Company deposited $0.5 million into an escrow account that will be used to ~~vigorously~~fund ~~defend~~a ~~itself~~portion inof a settlement of the lawsuit. ~~The~~On October 11, 2002, the court gave its preliminary approval of an alternative dispute resolution proceeding to determine an appropriate settlement amount as to the defendants other than the Company. isThese ~~unable~~other atdefendants agreed in the MOU to pay a portion of this ~~time~~additional settlement amount and to ~~estimate~~waive their claims against the ~~possible~~Company ~~loss,~~to ifbe indemnified for such payment. The Company also agreed in the MOU to assign to the plaintiff class any, ~~which~~claims it may ~~accrue~~have ~~from~~relating to this lawsuit against the Company's insurer, UPIC (and the estate and statutory liquidator of its parent, Reliance), the Texas Property and Casualty Insurance Guaranty Association or any other state's Insurance Guaranty Association, and the Company's excess insurer, Gulf Insurance Company. The Company will have no further liability for the settlement amount or plaintiffs' attorneys' fees. The Company has denied and continues to deny that it committed any act or omission or breach of duty giving rise to any liability in the lawsuit, and the Company has agreed to settle the lawsuit to eliminate the burden and expense of further litigation, in particular because of the cessation of business and liquidation of Reliance. The settlement is subject to execution of definitive settlement documentation and final court approval.

In April 1998, the trustee for the FoxMeyer bankruptcy (the "Trustee") filed a lawsuit against five former directors of FoxMeyer, in which the Trustee alleges that the defendants breached their fiduciary duty in connection with the June 19, 1996 dividend of certain assets to the Company. The defendants have denied liability and, in connection with the October 1997 settlement of a separate lawsuit brought by the Trustee against the Company, the defendants received covenants not to execute from the Trustee. Discovery is virtually complete, and no trial date has been set. In February 2001, UPIC, the primary directors and officers' liability insurance carrier during the period of time covered by the lawsuit, filed a declaratory judgment action in the United States District Court for the Northern District of Texas against the Company, the five former FoxMeyer directors and the Trustee, seeking a declaration that there is no insurance coverage for the claims in the lawsuit. The Trustee also filed a separate lawsuit in the Delaware Bankruptcy Court against the Company, the five former FoxMeyer directors, UPIC and Gulf Insurance Company, which is the Company's excess directors and officers' liability insurance carrier, seeking a declaration that there is insurance coverage for the claims in the lawsuit. The Trustee added a second claim for relief seeking a declaration that (i) any payments under the insurance policies are property of the FoxMeyer estates, (ii) any payments under the policies pending final adjudication of the lawsuit constitute a violation of the automatic stay, and (iii) the parties be enjoined from taking any action to dissipate the proceeds of the policies. The Company has filed answers to both of these lawsuits, and has moved for a judgment on the pleadings with respect to the Trustee's second claim for relief. The Company is currently paying its own defense costs and the costs of the directors in these lawsuits, although all of these lawsuits have been dormant since the entry of the UPIC Order of Liquidation.

In 1997, the bankruptcy trustee and certain creditors of the Company's former 17%-owned subsidiary, Ben Franklin, filed three lawsuits against the Company and certain of its and Ben Franklin's current and former officers and directors. The Company and its officers and directors were subsequently dropped as defendants. In the state court lawsuit, on June 28, 2002, the Appellate Court of Illinois, First District, affirmed the trial court's decision dismissing the plaintiffs' fourth amended complaint with prejudice. In the two federal court lawsuits, the cases have been dismissed, appeals have been filed, and the Company was advised in May 2002 that the defendants are close to a tentative settlement of that litigation. Any settlement would be subject to definitive documentation and approval by the Ben Franklin bankruptcy court. In connection with paying the Company's defense costs in fiscal 1998, the Company also paid the initial defense costs of certain individuals who are named as defendants in these lawsuits by reason of the fact that they may have been serving at the Company's request as a director or officer of Ben Franklin. These costs also constituted a portion of the retention under the Ben Franklin directors and officers' liability insurance policy issued by UPIC. Thereafter, UPIC paid defense costs until its liquidation proceeding in fiscal 2002, after which the Company resumed paying the appeal costs of certain defendants. If a settlement is reached and approved in the federal court lawsuits or if liability is ever imposed in the state court lawsuit, the Company may, if appropriate, agree to indemnify certain defendants in accordance with Delaware law. The Company is unable to estimate the possible loss, if any, which may accrue from this lawsuit. 11

filed answers to both of these lawsuits, and has moved for a judgment on the pleadings with respect to the Trustee's second claim for relief. The Company is currently paying its own defense costs and the costs of the directors in these lawsuits, although all of these lawsuits have been dormant since the entry of the UPIC Order of Liquidation.

In 1997, the bankruptcy trustee and certain creditors of our former 17%-owned subsidiary, Ben Franklin, filed three lawsuits against the Company and certain of its and Ben Franklin's current and former officers and directors. The Company and its officers and directors were subsequently dropped as defendants. In the state court lawsuit, on June 28, 2002, the Appellate Court of Illinois, First District, affirmed the trial court's decision dismissing the plaintiffs' fourth amended complaint with prejudice. In the two federal court lawsuits, on September 3, 2002, the parties entered into a settlement agreement under which certain of the defendants will pay $75 thousand to the plaintiffs. If the settlement is approved by the bankruptcy court, the Company will indemnify these defendants for the settlement payment. If the settlement is not approved, the lawsuit may continue and we are unable to estimate the possible loss, if any, which may accrue from this lawsuit.

There are various other pending claims arising out of the normal conduct of the Company's businesses. In the opinion of management, the ultimate outcome of these other claims will not have a material effect on the Company's consolidated financial condition or results of operations.

NOTE 5—DEBT

The extraordinary item for the ~~three~~six months ended ~~June~~September 30, 2001 ~~represents~~represented a gain realized on the early extinguishment of approximately $11.7 million face value of the 6.75% notes issued by the Company's subsidiary, Avatex Funding, that were purchased by the Company for approximately $7.1 million. The gain of $2.5 million ~~represents~~represented the difference in the purchase price and the discounted carrying value of the notes at the time of purchase. The face value of the remaining notes is ~~approximately~~ approximately $14.3 million. See Note 7 for a discussion of the Company's ability to repay the debt when it matures in December 2002.

NOTE 6—INVESTMENTS

The carrying value of Phar-Mor on the Company's books at ~~June~~September 30, 2001 was reduced to zero as a result of Phar-Mor's losses ~~during~~ ~~that~~during ~~quarter. The Company has not recognized any additional losses in Phar-Mor after June 30, 2001 except that, in~~ the ~~quarter~~six months ended September 30, 2001~~, the Company recognized a loss of $9 thousand due to the investments the Company made in Phar-Mor common stock in July and August 2001~~. Phar-Mor filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code on September 24, 2001. In July 2002, the bankruptcy court approved the sale of substantially all of the assets of Phar-Mor to a group composed of Giant Eagle, CVS and two liquidation companies. As a result, there is no value to the Company's investment in the common stock of Phar-Mor. In addition, as part of Phar-Mor's Settlement with the Chairmen (see Note 1), Phar-Mor transferred to the Chairmen its 25.2% interest in the Company's common stock as well as its interests in CLAC and Presby. This transaction had no impact on the Company's financial condition, the carrying value of the Company's investments, or on its results of operations.

In July 2002, the Company and the other holders of Presby Series B preferred stock (the "B Preferred") entered into an agreement with Presby whereby the holders of the B Preferred received additional shares of B Preferred in exchange for their right to receive accrued and future dividends on the B Preferred. Under the agreement, the Company received 947,993 additional shares of B Preferred for its $0.8 million of dividends due at June 30, 2002 and for its rights to any future dividends on the B Preferred. The conversion ratio of the B Preferred remained at 2.52 common shares for each preferred share. In addition, the service agreement between Presby and RAS Service, LP ("RAS Service") was terminated effective July 15, 2002, and 25,237 shares of B Preferred were issued in lieu of $0.1 million in service fees due. RAS Service then distributed to its general partner, a subsidiary of the Company, all the B Preferred it received as a preferred return due to that subsidiary. There were no shares of B Preferred distributed to any other partners of RAS Service. On a fully-diluted basis, assuming exercise of all convertible preferred stock and options outstanding, the Company would own approximately 20.6% of the common stock of Presby in July 2002 compared to approximately 13.5% at March 31, 2002.

In fiscal 2002, iLife Systems, Inc. ("iLife") modified its corporate structure and set up a wholly-owned subsidiary, iLife Solutions ("Solutions"), which now owns or licenses all the assets and assumed all the liabilities formerly held by iLife. The Company, along with other investors, loaned Solutions $1.0 million (the Company's portion was approximately $0.2 million) secured by the assets of Solutions. The Company wrote off its equity investment in iLife's preferred stock during fiscal 2002 to reflect what the Company's management believed to be an other than temporary decline in value. Based on the current financial status of Solutions, the continued deterioration of its business plan and current dynamics between iLife's management, its board of directors and the holders of Solutions' note, the Company has written off its investment in the note because there may not be adequate value in Solutions to eventually recover the $0.2 million loan. At this time the Company believes that there may not be adequate assets, or that possible additional investments by others may not be forthcoming, to continue to fund the needed expenditures to preserve the value of Solutions. As a result, the Company 12

10 in exchange for its $0.8 million of dividends due at June 30, 2002 and for its rights to any future dividends on the B Preferred. The conversion ratio of the B Preferred remained at 2.52 common shares for each preferred share. In addition, the service agreement between Presby and RAS Service, LP ("RAS Service") was terminated effective July 15, 2002, and 25,237 shares of B Preferred were issued in lieu of $0.1 million in service fees due. RAS Service then distributed all the B Preferred it received as a preferred return due to its general partner, a subsidiary of the Company. On a fully-diluted basis, assuming exercise of all convertible preferred stock and options outstanding, the Company would own approximately 20.6% of the common stock of Presby in July 2002 compared to approximately 13.5% at March 31, 2002.

In ~~believes~~fiscal ~~that~~2002, iLife Systems, Inc. ("iLife") modified its corporate structure and set up a wholly-owned subsidiary, iLife Solutions ("Solutions"), which now owns or licenses all the ~~note~~assets ~~receivable~~and ~~may~~assumed all the liabilities formerly held by iLife. The Company, along with other investors, loaned Solutions $1.0 million (the Company's portion was approximately $0.2 million) secured by the assets of Solutions. The Company wrote off its equity investment in iLife's preferred stock during fiscal 2002 to reflect what the Company's management believed to be ~~worth~~an ~~less~~other than ~~previously~~temporary ~~believed~~decline in value. During the quarter ended June 30, 2002, based on the then current financial status of Solutions, the continued deterioration of its business plan and ~~has~~dynamics ~~written~~between iLife's management, its board of directors and the holders of Solutions' note, the Company wrote off its investment in the ~~receivable~~note. At that time the Company believed that there may not be adequate assets, or that possible additional investments by others may not be forthcoming, to continue to fund the needed expenditures to preserve the value of Solutions.

As a result of additional investments made in CLAC in September 2001, the Company consolidated the results of operations of CLAC effective September 1, 2001. In addition, effective March 31, 2002, the Company also consolidated Chemlink as a result of an additional investment by CLAC that gave CLAC the right to appoint a majority of Chemlink's directors.

Assuming that the Company had increased its interest in CLAC's voting rights to 59% on April 1, 2001 by making its entire $1.6 million in fiscal 2002 contributions as of that date, and assuming that CLAC had made its entire $2.0 million in fiscal 2002 contributions to Chemlink on April 1, 2001 and ~~obtained control of Chemlink's board as of that date, the following are the Company's estimated pro forma results for the three months ended June 30, 2001 (in thousands of dollars):~~

		For the three months ended June 30, 2001
		As reported			Pro forma
Revenues		$	—		$	—
Loss before equity in loss of affiliates and minority interest			(332	)		(844	)
Equity in loss of affiliates			(11,678	)		(11,564	)
Loss before minority interest			(12,010	)		(12,408	)
Minority interest			—			383
Loss before extraordinary item			(12,010	)		(12,025	)
Net loss			(9,534	)		(9,549	)
Basic and diluted loss per share:
	Loss before extraordinary item	$	(0.69	)	$	(0.69	)
	Extraordinary item		0.14			0.14
	Net loss per share	$	(0.55	)	$	(0.55	)

~~There~~ isobtained nocontrol ~~impact~~of onChemlink's ~~the~~board ~~amounts~~as ~~reported~~of ~~for~~that date, the ~~three~~following ~~months~~are ~~ended~~the ~~June 30,~~Company's ~~2002~~estimated aspro ~~these~~forma ~~amounts~~results ~~reflect~~for ~~Chemlink~~the ~~and~~three ~~CLAC~~months onended aSeptember 30, ~~consolidated~~2001 ~~basis~~(in ~~during~~thousands ~~the~~of ~~whole~~dollars): ~~period.~~

		For the three months ended September 30, 2001
		As reported			Pro forma
Revenues		$	—		$	—
Loss from continuing operations before equity in loss of affiliates and minority interest			(786	)		(6,616	)
Equity in loss of affiliates			(2,355	)		(9	)
Minority interest			16			3,168
Loss from continuing operations			(3,125	)		(3,457	)
Net loss			(3,077	)		(3,409	)
Basic and diluted loss per share:
	Loss from continuing operations	$	(0.18	)	$	(0.20	)
	Net loss per share	$	(0.18	)	$	(0.20	)

Assuming that the Company had increased its interest in CLAC's voting rights to 59% on April 1, 2001 by making its entire $1.6 million in fiscal 2002 contributions as of that date, and assuming that CLAC had made its entire $2.0 million in fiscal 2002 contributions to Chemlink on April 1, 2001 and obtained control of Chemlink's board as of that date, the following are the Company's estimated pro forma results for the six months ended September 30, 2001 (in thousands of dollars):

		For the six months ended September 30, 2001
		As reported			Pro forma
Revenues		$	—		$	—
Loss from continuing operations before equity in loss of affiliates and minority interest			(1,118	)		(7,460	)
Equity in loss of affiliates			(14,033	)		(11,573	)
Minority interest			16			3,551
Loss from continuing operations			(15,135	)		(15,482	)
Net loss			(12,611	)		(12,958	)
Basic and diluted loss per share:
	Loss from continuing operations	$	(0.87	)	$	(0.89	)
	Net loss per share	$	(0.73	)	$	(0.75	)

There is no impact on the amounts reported for the three and six months ended September 30, 2002 as these amounts reflect Chemlink and CLAC on a consolidated basis during the whole period.

NOTE 7—GOING CONCERN

The conditions described below raise substantial doubt about the Company's ability to continue as a going concern.

The Company will likely continue to report operating losses as it has for the last several years. The Company also continues to have exposure to losses arising from pending litigation, as discussed in Note 4. In addition, the 6.75% notes issued by Avatex Funding, and guaranteed by the Company, mature in December 2002. The Company had previously anticipated that its lawsuit against McKesson and others and its 48% interest in Phar-Mor might generate funds to assist in funding the payoff of the 6.75% notes in December 2002. However, the Company settled the McKesson lawsuit in fiscal 2002 resulting in the Company retaining approximately $2.6 million, after payment of contingent litigation and other expenses and distributions. Also, as previously reported, the Company believes Phar-Mor has no value as a result of the sale of substantially all of its assets in July 2002 after it filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code in September 2001. Finally, the $4.4 million in prepaid pension costs included in the amount of "Other assets" at June 30, 2002 cannot be converted into funds that would be available to the Company. As a result, the Company believes it may not have sufficient cash to repay the notes at their maturity in December 2002.

1114

~~The~~ Note 4. In addition, the 6.75% notes issued by Avatex Funding, and guaranteed by the Company, mature in December 2002. The Company had ~~adequate~~previously anticipated that its lawsuit against McKesson and others and its 48% interest in Phar-Mor might generate funds atto ~~June~~assist in funding the payoff of the 6.75% notes due in December 302002. However, the Company settled the McKesson lawsuit in fiscal 2002 toresulting ~~meet~~in ~~its~~the ~~obligations~~Company ~~then~~retaining ~~due~~approximately $2.6 million, after payment of contingent litigation and other expenses and distributions. Also, as previously reported, the Company believes itPhar-Mor has ~~adequate~~no ~~funds~~value toas ~~continue~~a toresult ~~pay~~of the sale of substantially all of its ~~debts~~assets asin ~~they~~July 2002 ~~become~~after ~~due~~it ~~until~~filed ~~the~~a voluntary petition for relief under ~~maturity~~Chapter ~~date~~11 of the 6Bankruptcy Code in September 2001.~~75%~~ Finally, the $4.4 million in prepaid pension costs included in the amount of "Other assets" at September 30, 2002 cannot be converted into funds that would be available to the Company. As a result, the Company believes it may not have sufficient cash to repay the notes at their maturity in December 2002.

~~Management~~The ~~of the~~ Company ~~continues~~had toadequate ~~investigate~~funds ~~strategies~~at ~~and alternatives to address these issues. While the Company will continue its vigorous defense of its remaining litigation~~September 30, ~~there~~ is2002 ~~no assurance that the Company will be able~~ to ~~resolve~~meet its ~~lawsuits~~obligations inthen adue ~~favorable~~and ~~manner.~~believes Init ~~addition,~~has ~~there is no assurance that the Company's investments will produce~~ adequate ~~returns to overcome the Company's operating losses and provide adequate~~ funds ~~for debt repayment or future operations or that the Company will be able~~ to continue to ~~buy~~pay ~~back~~ its ~~debt~~debts atas athey ~~substantial~~become ~~discount~~due tountil ~~face value. Further, it is unlikely that~~ the ~~Company will be able to obtain additional debt or equity financing. Therefore, since there is no assurance that the Company will be able to generate sufficient cash~~ ~~flows~~maturity ~~from~~date ~~its~~of ~~investments, restructure its liabilities, or obtain additional financing, at December 7, 2002,~~ the ~~Company may be in default on the~~ 6.75% notes ~~at that time, which in turn could force the Company to seek protection under the federal bankruptcy laws~~.

The principal companies in which we have invested are Presby, Chemlink and iLife. As indicated in Note 6, the Company has written off its investment in iLife and does not believe it will be able to continue as a going concern. Presby is undertaking a private offering to obtain additional financing to complete its clinical trials to obtain approval of its products by the U.S. Food and Drug Administration. If the private offering or some other financing is not obtained in the next few months, Presby may lack needed funds to complete its clinical trials or to continue operations; or, for Presby to obtain adequate financing, the Company's investment may be significantly diluted. In addition, while Chemlink has started delivering products using its new patented technology and signed a license agreement with another company which may provide certain minimum royalties in future years, it is not currently able to generate enough cash flow for operations to continue. Therefore, it will need to seek additional capital which may or may not be available and could result in a significant dilution of the Company's investment.

Management of the Company continues to investigate strategies and alternatives to address these issues. While the Company will continue its vigorous defense of its remaining litigation, there is no assurance that the Company will be able to resolve its lawsuits in a favorable manner. In addition, there is no assurance that the Company's investments will produce adequate returns to overcome the Company's operating losses and provide adequate funds for debt repayment or future operations or that the Company will be able to continue to buy back its debt at a substantial discount to face value. Further, it is unlikely that the Company will be able to obtain additional debt or equity financing. Therefore, since there is no assurance that the Company will be able to generate sufficient cash flows from its investments, restructure its liabilities, or obtain additional financing, the Company may be in default on the 6.75% notes in December 2002, which in turn could force the Company to seek protection under the federal bankruptcy laws.

The Company's financial statements have been prepared on a going concern basis which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The financial statements do not reflect any adjustments that might ultimately result from the resolution of these uncertainties. In particular, the financial statements do not purport to show the realizable value on a liquidation basis of the Company's assets or their availability to satisfy liabilities. The financial statements also do not show amounts that could be allowed for claims or contingencies or the status or priority of those claims.

1215

AVATEX CORPORATION AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ~~JUNE~~SEPTEMBER 30, 2002 (dollars in thousands)

Overview

Avatex Corporation is a holding company that, along with its subsidiaries, owns interests in other corporations and partnerships. We consolidated Chemlink at March 31, 2002 as a result of our control of 50% of the voting interests of Chemlink through our 59% interest in CLAC. Prior to March 31, 2002, Chemlink was carried on an equity basis. Chemlink is primarily engaged in the development, manufacture and distribution of effervescent tablet and granule formulations for consumers and businesses for use in cleaning, disinfecting and sterilization applications. We also own 48% of Phar-Mor which operated a chain of discount retail drugstores. Phar-Mor filed for bankruptcy protection under Chapter 11 of the Bankruptcy Code on September 24, 2001 and, in July 2002, sold substantially all of its assets ~~were sold~~.

In July 2002, we and the other holders of Presby's B Preferred entered into an agreement with Presby whereby the holders of the B Preferred received additional shares of B Preferred in exchange for their right to receive accrued and future dividends on the B Preferred. Under the agreement, we received 947,993 additional shares of B Preferred for our $772 of dividends due at June 30, 2002 and for our rights to any future dividends on the B Preferred. The conversion ratio of the B Preferred remained at 2.52 common shares for each preferred share. In addition, the service agreement between Presby and RAS Service was terminated effective July 15, 2002, and 25,237 shares of B Preferred were issued in lieu of $112 in service fees due. RAS Service then distributed ~~to its general partner, a subsidiary of ours,~~ all the B Preferred it received as a preferred return due to ~~that~~its ~~subsidiary.~~general ~~There~~partner, ~~were~~a nosubsidiary ~~shares~~ of ~~B Preferred distributed to any other partners of RAS Service~~ours. On a fully-diluted basis, assuming exercise of all convertible preferred stock and options outstanding, we would own approximately 20.6% of the common stock of Presby in July 2002 compared to approximately 13.5% at March 31, 2002.

In fiscal 2002, iLife modified its corporate structure and set up a wholly-owned subsidiary, Solutions, which now owns or licenses all the assets and assumed all the liabilities formerly held by iLife. We, along with other investors, loaned Solutions $1,000 (our portion was approximately $209) which is secured by the assets of Solutions. We wrote off our equity investment in iLife's preferred stock during fiscal 2002 to reflect what our management believed to be an other than temporary decline in value. ~~Based~~During the quarter ended June 30, 2002, based on the then current financial status of Solutions, wethe ~~have~~continued ~~written~~deterioration ~~off~~of ~~our~~its business ~~investment~~plan inand ~~the~~dynamics ~~note~~between ~~because~~iLife's ~~there~~management, ~~may~~its ~~not~~board beof ~~adequate~~directors ~~value~~and inthe holders of Solutions' tonote, ~~eventually~~we ~~recover~~wrote ~~the~~off ~~$209~~our ~~loan~~investment in the note. At ~~this~~that time we ~~believe~~believed that there may not be adequate assets, or that possible additional investments by others may not be forthcoming, to continue to fund the needed expenditures to preserve the value of Solutions. ~~As a result, we believe that the note receivable may be worth less than previously believed and have written off the receivable.~~

APPLICATION OF CRITICAL ACCOUNTING POLICIES

The process of preparing financial statements in conformity with accounting principles generally accepted in the Untied States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and revenues and expenses, as well as the disclosure of contingent assets and liabilities, we report in our financial statements. We believe these estimates and assumptions are reasonable under the circumstances and are based upon information available at the time but could change materially as conditions within and beyond our control change. Accordingly, actual results could differ materially from these estimates. The critical accounting policies for the following items require the most significant assumptions and estimates.

Patent costs, trademarks and property and equipment—These assets are subject to periodic review to determine the ability to recover our costs. We must make estimates about such recovery based on future cash flows and other subjective data requiring a high degree of judgment about future events. We may, in the future, determine that some of these costs may not be recoverable, which may require us to adjust our carrying value by writing off all or a portion of the value of those assets.

Investments—Securities held for sale, that are not publicly-traded common stock, are to be valued at their estimated fair market value, which requires us to use considerable judgment in evaluating the criteria to be used to determine the value of those investments. As conditions change in the market and with the investment itself, the value of those securities held for sale may change materially resulting in a material increase or decrease in the value of that investment. In addition, a decrease in value of these investments, and other investments carried at cost or on an equity basis, that is other than temporary requires us to write-down the investment to its fair value. Considerable judgment is required to determine whether the decline in value is other than temporary. A change in our judgment as to whether the decrease in value is temporary could result in a material change in the valuation of that investment and/or a material charge to earnings.

Income taxes—Deferred income taxes are provided for temporary differences between the basis of assets and liabilities for tax and financial reporting purposes. A valuation allowance is established for any portion of a deferred tax asset for which realization is not likely. We maintain a 100% allowance on our deferred tax asset. The valuation allowance is subject to periodic review, and we may determine at a future date that a portion of the deferred tax asset may be realizable.

Legal contingencies—We have retained responsibility for environmental liabilities at several sites related to former operating units. The amount of the contingent liability is difficult to estimate due to such factors as the unknown extent of required remedial actions, the actual costs of carrying out the remediation, the extent of our liability in proportion to the liability of other parties and whether all sites have been identified. A change in the estimated liability related to these sites could be material. In addition, potential liabilities related to our lawsuits as discussed in Note 4 to the condensed consolidated financial statements require estimates of the cost to settle these lawsuits. The actual cost to settle these lawsuits, if any, could differ materially from the estimates.

RESULTS OF OPERATIONS

Three and Six Months Ended ~~June~~September 30, 2002 Compared to the Three and Six Months Ended ~~June~~September 30, 2001

~~Revenue~~Revenues

Revenues represented product sales for Chemlink for the three and six months ended ~~June~~September 30, 2002. A portion of the revenues, $~~176~~112 for the three months and $288 for the six months ended September 30, 2002, were for samples for one customer for evaluation purposes. ~~and~~While there might be additional orders for these products if test markets are expanded, these sales were essentially non-recurring. ~~Chemlink~~The isremainder inof ~~discussion~~the ~~with~~revenue ~~this~~of ~~customer~~$129 for the three months and ~~believes~~$341 ~~that~~for the six months ended September 30, 2002, was for non-sample product sales. The non-sample product sales are not necessarily indicative of future sales as the revenue was primarily from a ~~royalty~~new customer. In addition, $72 of non-sample sales for the quarter was additional revenue earned for current price increases applied to sales made primarily during the prior quarter to compensate for lower than expected purchases from a customer. Chemlink, therefore, is unable to accurately predict future demand.

13 In September 2002, Chemlink signed a license and a joint development agreement with the customer for which it had been providing sample products. The license agreement provides for minimum royalty payments starting for the period ending December 31, 2003 and then for each year thereafter if the customer wants to maintain exclusivity on certain products or in certain markets. Only

~~arrangement with the customer may be finalized later in the year. The remainder of the revenue, $212, was for non-sample product sales.~~ 17

~~The~~ ~~non-sample~~samples ~~product revenue~~ for ~~the~~product ~~quarter~~testing isare ~~not~~being ~~necessarily~~produced ~~indicative~~at ofthis ~~future~~time ~~sales revenue as the revenue was primarily~~ for athis ~~new~~ customer. ~~Chemlink,~~so ~~therefore,~~no ~~is unable to accurately predict future demand. Chemlink is developing other~~ products ~~for~~are ~~current~~yet ~~customers~~covered ~~and~~under ~~for other potential markets. Whether any of these efforts will result in sales, and~~ the ~~timing~~ oflicense ~~those sales, cannot be estimated at this time~~agreement. ~~Sales, and thus operating profit, may be inadequate to fund Chemlink's ongoing cash requirements requiring additional contributions from CLAC or other investors.~~

Chemlink is developing additional products for current customers and for other potential markets. Whether any of these efforts will result in sales or royalties, and the timing of those sales and royalty payments, cannot be estimated at this time. Sales and royalty payments, and thus operating profit, may be inadequate to fund Chemlink's ongoing cash needs requiring additional contributions from CLAC or other investors. Since we are not in a position to continue to provide financing to CLAC, if needed, for further investment in Chemlink, our ownership percentage may decline if financing is provided from other sources.

Operating Costs

Cost of goods sold of $~~123~~42 for the three months and $165 for the six months ended September 30, 2002 represented the costs related to ~~the~~ sample product sales. The remaining balance of $~~165~~53 ~~represents~~for the three months and $218 for the six months ended September 30, 2002 represented cost of goods sold ~~for~~from non-sample sales. Since the primary customer for non-sample sales is new and future order quantities are uncertain, we are unable to determine whether the gross margins realized on these sales will remain the same over time. However, the ~~current~~ margin was less than ~~the~~Chemlink ~~Company~~ had originally anticipated on this product due to smaller production runs resulting in higher raw material costs than planned. As a result, Chemlink received an additional $72 from the customer during the three months ended September 30, 2002 for current price increases for production primarily during the prior quarter to compensate for the lower volumes.

Total selling, general and administrative costs, including depreciation and amortization, increased $69637 to $1,~~260~~334 for the three months ended ~~June~~September 30, 2002 compared to $~~1,191~~ 697 for the three months ended ~~June~~September 30, 2001. Operating costs increased primarily as a result of an increase of $~~201~~308 in expenses related to our pension plans and expenses of $~~265~~267 for Chemlink (which was not consolidated in the prior year). ~~This~~Other ~~was~~expenses ~~partially~~increased ~~offset~~$62 byprimarily as a ~~decrease~~result ~~in legal expenses~~ of ~~$335 and~~ a ~~decrease~~franchise oftax ~~$62~~refund received in ~~other~~the ~~expenses~~prior year.

Total selling, general and administrative costs, including depreciation and amortization, increased $706 to $2,594 for the six months ended September 30, 2002 compared to $1,888 for the six months ended September 30, 2001. Operating costs increased primarily as a result of an increase of $508 in expenses related to our pension plans and expenses of $532 for Chemlink (which was not consolidated in the prior year). This was partially offset by a decrease in legal expenses of $340. Other expenses increased $6 compared to the prior year.

Research and development represented costs incurred by Chemlink in developing and reformulating new or improved products. The research was related to developing products that use its patented effervescent technology in cleaning, disinfecting and sterilization applications.

Other Income (Expense)

Other ~~expense~~income ~~was~~of $~~227~~28 for the three months ended ~~June~~September 30, 2002 ~~compared~~was primarily due to ~~other~~a ~~income~~gain of $~~1,352~~24 ~~for~~on the ~~three~~sale ~~months~~of ~~ended~~additional ~~June 30,~~shares ~~2001.~~of ~~The~~WD-40 ~~current~~stock ~~year's~~received ~~other~~by ~~expense~~us ~~related~~as ~~primarily~~additional tocompensation from the ~~write-down~~sale of ~~our~~HPD ~~note~~Holdings ~~receivable~~Corp. ~~from~~("HPD"). ~~Solutions~~HPD ofwas ~~$209~~sold ~~and~~in aApril 2001 ~~reduction~~but ina ~~the~~portion ~~value~~ of ~~our~~the ~~investment~~proceeds inwas ~~Presby~~withheld ~~of $22~~ as acontingent ~~result~~consideration offor ~~the~~possible ~~agreement~~claims, ~~discussed~~which inis ~~the~~being ~~"Overview"~~released ~~above~~over time. ~~The~~Other ~~prior fiscal year's other~~ income ~~consisted primarily~~ of a$343 ~~gain~~for on the ~~sale~~three ofmonth ~~our~~ended ~~investment~~September 30, in2001 ~~HPD~~was ~~Holdings~~primarily ~~Corp.~~due ~~("HPD")~~to a gain of $~~555~~325 ~~and~~related to a ~~$790 recovery~~payment received on an asset ~~written~~sold ~~off~~ in a prior ~~fiscal~~ year and $10 in gains on the sale of securities.

Other expense was $199 for the six months ended September 30, 2002 compared to other income of $1,695 for the six months ended September 30, 2001. The current year's other expense related primarily to the write-down of our note receivable from Solutions of $209 and a reduction in the value

of our investment in Presby of $22 as a result of the agreement discussed in the "Overview" above. This was partially offset by the $24 gain on the sale of WD-40 stock as noted above. The prior fiscal year's other income consisted primarily of a gain on the sale of our investments in HPD and WD-40 of $565 and payments received of $1,115 on assets sold or written off in a prior fiscal year.

Interest and Dividend Income

Interest and dividend income decreased $~~159~~188 to $9414 for the three months ended ~~June~~September 30, 2002 compared to $~~253~~202 for the three months ended ~~June~~ September 30, 2001. The decrease was due to a decline of $7857 in interest income primarily as a result of lower cash balances and lower interest rates in the current versus prior fiscal year. Dividend income decreased $81131 as compared to the prior year as a result of the write-off of our investment in the preferred stock of iLife and the ~~impact~~reduction ~~of the~~in ~~sale~~dividends ofon ~~the~~Presby's ~~preferred~~B ~~stock~~Preferred ofas ~~HPD~~discussed in the "Overview" above.

Interest and dividend income decreased $347 to $108 for the six months ended September 30, 2002 compared to $455 for the six months ended September 30, 2001. The decrease was due to a decline of $135 in interest income primarily as a result of lower cash balances and lower interest rates in the current versus prior fiscal year. Dividend income decreased $212 as compared to the prior year as a result of the write-off of our investment in the preferred stock of iLife, the impact of the sale of the preferred stock of HPD and the reduction in dividends on Presby's B Preferred as discussed in the "Overview" above.

Interest Expense

Interest expense ~~decreased~~increased $59116 to $~~687~~750 for the three months ended ~~June~~September 30, 2002 from $~~746~~634 for the three months ended ~~June~~September 30, 2001. The increase ~~decrease~~ was principally due to the ~~purchase~~impact ~~and~~of the increasing amortization of the discount on the Avatex Funding debt.

14 Interest expense increased $57 to $1,437 for the six months ended September 30, 2002 from $1,380 for the six months ended September 30, 2001. The increase was principally due to the impact of the increasing amortization of the discount on the debt partially offset by a decrease in interest accrued as a result of the purchase and subsequent cancellation of $11,744 face value of the 6.75% notes of Avatex Funding in the prior year.

subsequent cancellation of $11,744 face value of the 6.75% notes of Avatex Funding in the prior year less the impact of the increasing amortization of the discount on the debt.

Equity in Loss of Affiliates

Equity in loss of affiliates was $112,~~678~~355 for the three months ended ~~June~~September 30, 2001. AsWe recognized a ~~result~~$2,275 ofequity ~~Phar-Mor's~~loss ~~operating~~in ~~losses~~CLAC ~~for~~due ~~the~~primarily ~~quarter, its~~to the write-down of ~~goodwill and fixed assets as a result of~~ the ~~proposed~~value ~~store closings related to its bankruptcy filing in September 2001, and the establishment~~ of ~~additional reserves~~certain ~~against its deferred tax asset, we recognized an equity loss~~ of ~~$11,566~~Chemlink's ~~that reduced our carrying value in Phar-Mor to zero as of June 30, 2001~~patents. ~~In addition, we recognized a $114 equity loss in~~ CLAC ~~in the prior fiscal year. CLAC~~ was consolidated with our operations effective September 1, 2001. The remaining equity ~~income~~loss of $280 primarily represents the equity loss in ~~RAS~~Chemlink ~~Service~~from ~~in fiscal~~September 1, ~~2002~~2001.

Equity in loss of affiliates was $14,033 for the six months ended September 30, 2001. As a result of Phar-Mor's operating losses for the six months, its write-down of goodwill and fixed assets as a result of the proposed store closings related to its bankruptcy filing in September 2001, and the establishment of additional reserves against its deferred tax asset, we recognized an equity loss of $11,575 that reduced our carrying value in Phar-Mor to zero. In addition, we recognized a $2,389 equity loss in CLAC due primarily to the write-down of the value of certain of Chemlink's patents. CLAC was consolidated with our operations effective September 1, 2001. The remaining equity loss of $69 primarily represents the equity loss in Chemlink from September 1, 2001.

As both CLAC and Chemlink are consolidated in the fiscal 2003 results, and Phar-Mor's basis was reduced to zero in the prior fiscal year, there was no equity loss realized from any of the affiliates for the three and six months ended September 30, 2002.

Income Taxes

We recorded no federal income tax provision for the current or prior year. Any income tax expense or benefit related to the current or prior year's income (loss) was offset by a corresponding change in the deferred tax asset valuation allowance.

Minority interest

This caption in the statement of operations for the three and six months ended September 30, 2002 represents the portion of the loss in Chemlink and CLAC for the ~~quarter~~period that were allocated to Chemlink's and CLAC's minority interests. The minority interest for the three and six months ended September 30, 2001 represents the portion of the loss of CLAC for the period from September 1, 2001 that was allocated to CLAC's minority interest. There was no corresponding minority interest in the prior year asin Chemlink ~~and~~as ~~CLAC~~it ~~were~~was carried on an equity basis.

Discontinued operations

We recognized a gain of $48 in the prior year due to a tax refund received on one of our former real estate investments.

Extraordinary Item

We recognized a gain of $2,476 on the purchase and subsequent cancellation of $11,744 face value of the 6.75% notes of Avatex Funding during the ~~three~~six months ~~ended~~ ~~June~~ended September 30, 2001.

LIQUIDITY AND CAPITAL RESOURCES

As of ~~June~~September 30, 2002, we had cash and cash equivalents of approximately $42,~~371~~669. During the ~~quarter~~six months ended ~~June~~September 30, 2002, we had no significant cash flows from investing or financing activities.

Our debt consists primarily of the 6.75% notes issued by Avatex Funding. The ~~6.75%~~final ~~notes semi-annual cash~~ interest payment ~~was made on June 17, 2002. The final interest payment~~ of approximately $461 plus the remaining principal balance of approximately $14,281 are due on December 7, 2002. Since we have guaranteed the 6.75% notes and Avatex Funding has only Phar-Mor common stock as collateral for the notes (which is worthless, see Note 6), we have made and may make additional capital contributions to Avatex Funding so it can satisfy its interest and principal obligations on the notes. However, see the discussion below concerning our ability to pay the interest or repay the notes when they mature.

For corporate operations, cash requirements include the funding of monthly operating activities, the payment of benefit obligations, and the funding of environmental liabilities of previously owned businesses. The amounts and timing of the cash requirements for environmental liabilities and for some pension obligations are uncertain. We guarantee the debt of Avatex Funding and may be called upon under the guarantee to fund any cash to be paid by Avatex Funding to its note holders. We expect no material cash inflows from our investments in the near future.

We will likely continue to report operating losses, which together with the remaining pending litigation, as discussed in Note 4 to the condensed consolidated financial statements, continue to raise substantial doubt as to our ability to continue as a going concern. In addition, the 6.75% notes issued by Avatex Funding, and guaranteed by us, mature in December 2002. We had previously anticipated that our lawsuit against McKesson and others and our 48% ownership interest in Phar-Mor might generate funds to assist in funding the retirement of the 6.75% notes. However, we settled the McKesson lawsuit in fiscal 2002 which resulted in our retaining $2,562 after payment of contingent litigation and other expenses and distributions. Also, as previously reported, we believe Phar-Mor has no value as a result of the sale of substantially all of its assets in July 2002 after it filed a voluntary

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by Avatex Funding, and guaranteed by us, mature in December 2002. We had previously anticipated that our lawsuit against McKesson and others and our 48% ownership interest in Phar-Mor might generate funds to assist in funding the retirement of the 6.75% notes. However, we settled the McKesson lawsuit in fiscal 2002 which resulted in our retaining $2,562 after payment of contingent litigation and other expenses and distributions. Also, as previously reported, we believe Phar-Mor has no value as a result of the sale of substantially all of its assets in July 2002 after it filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code in September 2001. Finally, $4,~~366~~381 in prepaid pension costs included in the amount of "Other assets" at ~~June~~September 30, 2002 cannot be converted into funds that would be available to us.

We had adequate funds at ~~June~~September 30, 2002 to meet our obligations then due and believe we have adequate funds to continue to pay our debts as they become due until the maturity ~~date~~ date of the 6.75% notes.

The principal ~~development stage~~ companies in which we have invested are Presby, Chemlink and iLife. None of these companies has yet reached a stage where cash flows from ongoing operations are positive. Each of these companies has had to meet its respective liquidity needs by raising additional capital. We believe it is unlikely ~~that~~ that iLife will be able to continue as a going concern. NoIn ~~assurances~~addition, ~~can~~there beis ~~made~~no assurances that either Presby or Chemlink will be successful in generating positive operational cash flows or inthat ~~raising~~they will be able to raise additional capital. ifPresby is undertaking a private offering to obtain additional financing to complete its clinical trials to obtain approval of its products by the U.S. Food and Drug Administration. If the private offering or some other financing is not obtained in the next few months, Presby may lack needed funds to complete its clinical trials or to continue operations; or, for Presby to obtain adequate financing, our investment may be significantly diluted. In addition, while Chemlink has started delivering products using its new patented technology and signed a license agreement with another company which may provide certain minimum royalties in future years, it is not currently able to generate enough cash flow for operations to continue. Therefore, it will need to seek additional capital which may or may not be available and could result in a significant dilution of our investment.

Our management continues to investigate strategies and alternatives to address these issues. While we will continue our vigorous defense of our remaining litigation, there is no assurance that we will be able to resolve our lawsuits in a favorable manner. In addition, there is no assurance that our investments will produce adequate returns to overcome our operating losses and provide adequate funds for debt repayment or future operations or that we will be able to continue to buy back our debt at a substantial discount to face value. Further, it is unlikely that we will be able to obtain additional debt or equity financing. Therefore, since there is no assurance that we will be able to generate sufficient cash flows from our investments, restructure our liabilities, or obtain additional financing, ~~at December 7, 2002,~~ we may be in default on the 6.75% notes atin ~~that~~December 2002, ~~time~~ which in turn could force us to seek protection under the federal bankruptcy laws.

These financial statements have been prepared on a going concern basis which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The financial statements do not reflect any adjustments that might ultimately result from the resolution of the uncertainties discussed above. In particular, the financial statements do not purport to show the realizable value on a liquidation basis of our assets or their availability to satisfy liabilities. The financial statements also do not show amounts that could be allowed for claims or contingencies or the status or priority of those claims. See Note 7 to the condensed consolidated financial statements.

OTHER

In April 2002, the FASB issued SFAS No. 145 "Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical Corrections". The applicable portion of SFAS No. 145 relates to the rescission of SFAS No. 4 "Reporting Gains and Losses from the Extinguishment of Debt", as amended by SFAS No. 64. With the rescission of SFAS No. 4, the question of whether a gain or loss on the extinguishment of debt is extraordinary depends on whether the transaction meets the criteria for classification as a extraordinary item in APB Opinion No. 30 "Reporting the Results of Operations—Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions." We will be required to adopt the statement in our fiscal year beginning April 1, 2003. Any amounts presented as an extraordinary item from the ~~extinguishment~~ ~~of debt in prior years that do not meet the criteria in APB No. 30 shall be reclassified to income from continuing operations as a result of the adoption of this standard. Management is~~

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extinguishment of debt in prior years that do not meet the criteria in APB No. 30 shall be reclassified to income from continuing operations as a result of the adoption of this standard. Management is reviewing whether the items classified as extraordinary items from the extinguishment of debt in our financial statements meet the criteria of APB No. 30. Any changes from the adoption of this standard will not alter the net income (loss) or net income (loss) per share already reported but may result in a reclassification of certain gains from extraordinary items to income (loss) from continuing operations.

In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities." This statement requires recording costs associated with exit or disposal activities at their fair values when a liability has been incurred. Under previous guidance, certain exit costs were accrued upon management's commitment to an exit plan, which is generally before an actual liability has been incurred. The provisions of this Statement are effective for exit or disposal activities that are initiated after December 31, 2002. We ~~are~~do ~~currently considering the~~not ~~impact,~~believe ~~if any,~~ that this statement will have any impact on our ~~financial~~results ~~condition~~of operations or our ~~results~~financial ~~of operations~~condition.

Cautionary Statement under the Private Securities Litigation Reform Act of 1995: This Quarterly Report on Form 10-Q contains certain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 that are based on the assumptions, beliefs and opinions of our management. When used in this document, the words "anticipate," "believe," "continue," "estimate," "expect," "intend," "may," "should," and similar expressions are intended to identify forward-looking statements. Such statements reflect our current views with respect to future events and are subject to certain risks and uncertainties, including, but not limited to, the risk that we may be unable to implement strategies to continue as a going concern. Management believes that assets may be inadequate to fund the payoff of the 6.75% notes when they mature in December 2002 and that we may be unable to develop any strategies that will allow the Company to operate after that date. In industries in which we operate or invest, we also face risks associated with competitive pressures; the ~~effects on our investment as a result of the Phar-Mor bankruptcy filing; the~~ ability of the management of the companies in which we have invested to develop, implement and market their products and services; and other such risks. These other risks include decreased consumer spending, customer concentration issues and the effects of general economic conditions including the changes resulting from the effects of the events of September 11, ~~2002~~2001 and their aftermath. In addition, our business, operations and financial condition are subject to the risks, uncertainties and assumptions which are described in our reports and statements we have filed from time to time with the Securities and Exchange Commission, including this report. Should one or more of those risks or uncertainties materialize, or should underlying assumptions prove incorrect, our actual results may vary materially from those described herein. The forward-looking statements made in this document speak only to the date on which such statements are made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes in the amounts reported in Item 7A. of the Form 10-K for the year ended March 31, 2002 except that the security held for sale has increased in value due to additional shares received in lieu of dividends due and for future dividends that will not be paid. See Note 6 to the condensed consolidated financial statements.

17 CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures.

The term "disclosure controls and procedures" is defined in Rules 13a-14 and 15d-14 of the Securities Exchange Act of 1934 (the "Act"). The rules refer to the controls and other procedures designed to ensure that information required to be disclosed in reports that we file or submit under the

Act is recorded, processed, summarized and reported within the time periods specified. Our co-chief executive officers and chief financial officer have evaluated the effectiveness of these disclosure controls and procedures as of a date within 90 days of the filing date of this quarterly report (the "Evaluation Date"). They have concluded that, as of the Evaluation Date, such controls and procedures were effective at ensuring that material information related to us and our consolidated subsidiaries is made known to them and is disclosed on a timely basis in our reports filed under the Act.

Changes in internal controls.

We maintain a system of internal accounting controls that are designed to provide reasonable assurance that our books and records accurately reflect our transactions and that our policies and procedures are followed. There have been no significant changes in our internal controls or in other factors that could significantly affect internal controls subsequent to the date we carried out this evaluation, including any corrective actions with regard to significant deficiencies or material weaknesses in our internal controls.

PART II—OTHER INFORMATION
AVATEX CORPORATION AND SUBSIDIARIES

Item 1. Legal

With respect to the matters reported in our Annual Report on Form 10-K for the fiscal year ended March 31, 2002, the following additional information is provided:

~~Ben~~1996 ~~Franklin~~Stockholder Litigation. In the ~~appeal~~1996 class action lawsuit against us Zuckerman, et al. v. FoxMeyer Health Corporation, et al., on September 11, 2002, all the defendants, including the Company, entered into a Memorandum of Understanding (the ~~decision~~"MOU") inwith counsel for the ~~state~~plaintiff ~~court~~class for the settlement of the lawsuit. ~~filed~~Pursuant byto ~~certain~~the ~~creditors~~MOU, we deposited $500,000 into an escrow account that will be used to fund a portion of ~~Ben~~a ~~Franklin~~settlement of the lawsuit. ~~Retail~~On ~~Stores,~~October ~~Inc~~11, 2002, the court gave its preliminary approval of an alternative dispute resolution proceeding to determine an appropriate settlement amount as to the defendants other than the Company. ~~against~~These ~~certain~~other defendants agreed in the MOU to pay a portion of ~~its~~this ~~former~~additional ~~officers~~settlement amount and ~~directors,~~to onwaive ~~June 28,~~their ~~2002~~claims against us to be indemnified for such payment. We also agreed in the MOU to assign to the plaintiff class any claims we may have relating to this lawsuit against our insurer, United Pacific Insurance Company (and the ~~Appellate~~estate ~~Court~~and statutory liquidator of ~~Illinois~~its parent, Reliance ~~First~~Insurance ~~District~~Company), ~~affirmed~~ the ~~trial~~Texas ~~court~~Property and Casualty Insurance Guaranty Association or any other state's ~~decision~~Insurance Guaranty Association, and our excess insurer, Gulf Insurance Company. We will ~~dismissing~~have no further liability for the settlement amount or plaintiffs' ~~fourth~~attorneys' ~~amended~~fees. ~~complaint~~We ~~without~~have ~~prejudice~~denied and continue to deny that we committed any act or omission or breach of duty giving rise to any liability in the lawsuit, and we agreed to settle the lawsuit to eliminate the burden and expense of further litigation, in particular because of the cessation of business and liquidation of Reliance Insurance Company. The settlement is subject to execution of definitive settlement documentation and final court approval.

~~Green~~Ben ~~River~~Franklin Litigation. ~~National~~In ~~Aluminum~~the ~~Corporation~~appeal ~~("NAC"),~~of ~~various~~the ~~other~~decision ~~potentially~~in ~~responsible parties ("PRPs"),~~ the ~~Environmental Protection~~state ~~Agency~~court ~~and~~lawsuit ~~the~~filed ~~United~~by ~~States~~certain ~~Department~~creditors of ~~Justice~~Ben ~~have~~Franklin Retail ~~executed~~Stores, Inc. aagainst ~~consent~~certain ~~decree~~of ~~with~~its ~~respect~~former toofficers ~~the special notice letter~~ and ~~record~~directors, ofon ~~decision~~June 28, ~~for~~2002, the ~~Green~~Appellate ~~River~~Court ~~Disposal~~of ~~Site~~Illinois, ~~in Davies~~First ~~County~~District, ~~Kentucky.~~affirmed Onthe ortrial ~~about~~court's ~~July 26,~~decision dismissing ~~2002,~~ the ~~consent~~plaintiffs' ~~decree~~fourth ~~was~~amended ~~lodged~~complaint with ~~the~~prejudice. ~~United~~In ~~States District Court for~~ the ~~Western~~two ~~District~~federal ofcourt ~~Kentucky.~~lawsuits, ~~Following~~on aSeptember 3, ~~public comment period~~2002, the ~~consent~~parties ~~decree may be~~ entered byinto ~~the~~a ~~Court,~~settlement ~~after~~agreement under which certain of the ~~PRPs~~defendants will bepay ~~required~~$75,000 to ~~establish and maintain financial security in~~ the ~~amount of $4 million~~plaintiffs. ~~NAC~~If ~~estimates~~the ~~that~~settlement ~~its~~is ~~share~~approved ~~of this~~by ~~amount~~the isbankruptcy ~~approximately $195~~court,~~000,~~ ~~and~~we ~~NAC~~will ~~may~~indemnify bethese ~~responsible~~defendants for ~~additional costs to comply with~~ the ~~consent~~settlement ~~decree in the future~~payment.

Green River. National Aluminum Corporation ("NAC"), various other potentially responsible parties, the Environmental Protection Agency and the United States Department of Justice have executed a consent decree with respect to the special notice letter and record of decision for the Green River Disposal Site in Davies County, Kentucky. On September 27, 2002, the United States District Court for the Western District of Kentucky entered the consent decree, under which the PRPs will be required to establish and maintain financial security in the amount of $4 million within 30 days. NAC estimates that its share of this amount is approximately $195,000, and NAC may be responsible for additional costs to comply with the consent decree in the future.

Item 6. Exhibits and Reports on Form 8-K

(a)

Exhibits

10.1: Fourth Amendment to Employment Agreement of Grady Schleier dated September 30, 2002.

(b): Reports on 8-K

There were no Current Reports on Form 8-K filed by us during the three months ended ~~June~~September 30, 2002.

1824

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, we have duly caused this report to be signed on our behalf by the undersigned thereunto duly authorized.

	AVATEX CORPORATION
August 14, 2002	By:		/s/ GRADY E. SCHLEIER Grady E. Schleier Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)
October 25, 2002	By:	/s/ GRADY E. SCHLEIER Grady E. Schleier Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)

CERTIFICATION

I, Abbey J. Butler, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Avatex Corporation;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function):

a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weakness in internal controls; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could

significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Dated: October 25, 2002

/s/ ABBEY J. BUTLER

Abbey J. Butler
Co-Chief Executive Officer

CERTIFICATION

I, Melvyn J. Estrin, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Avatex Corporation;

b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Dated: October 25, 2002

/s/ MELVYN J. ESTRIN

Melvyn J. Estrin
Co-Chief Executive Officer

CERTIFICATION

I, Grady E. Schleier, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Avatex Corporation;

b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not. there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Dated: October 25, 2002

/s/ GRADY E. SCHLEIER

Grady E. Schleier
Chief Financial Officer

Certification Required by 18 U.S.C. Section 1350
(as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002)

Each of the undersigned in his capacity as an officer of Avatex Corporation (the "Company"), certifies, pursuant to 18 U.S.C. Section 1350 (as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002), that to his knowledge:

(1): the accompanying Quarterly Report on Form 10-Q of the Company for the quarterly period ended September 30, 2002 (the "Report"), filed with the U.S. Securities and Exchange Commission, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2): the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: August 14, 2002
				/s/ ABBEY J. BUTLER Abbey J. Butler Co-Chief Executive Officer
				/s/ MELVYN J. ESTRIN Melvyn J. Estrin Co-Chief Executive Officer
				/s/ GRADY E. SCHLEIER Grady E. Schleier Chief Financial Officer

Dated: October 25, 2002

19/s/ ABBEY J. BUTLER Abbey J. Butler Co-Chief Executive Officer /s/ MELVYN J. ESTRIN Melvyn J. Estrin Co-Chief Executive Officer /s/ GRADY E. SCHLEIER Grady E. Schleier Chief Financial Officer

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PART 1. FINANCIAL INFORMATION
AVATEX CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited)
AVATEX CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited)
AVATEX CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)
AVATEX CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
AVATEX CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2002 (Unaudited)
AVATEX CORPORATION AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS SEPTEMBER 30, 2002 (dollars in thousands)
APPLICATION OF CRITICAL ACCOUNTING POLICIES

RESULTS OF OPERATIONS

LIQUIDITY AND CAPITAL RESOURCES
OTHER
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
CONTROLS AND PROCEDURES
PART II—OTHER INFORMATION AVATEX CORPORATION AND SUBSIDIARIES

Item 1. Legal

Item 6. Exhibits and Reports on Form 8-K

SIGNATURES
Certification Required by 18 U.S.C. Section 1350 (as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002)

Filing Compare · AVATEX CORP