Back to GetFilings.com




QuickLinks -- Click here to rapidly navigate through this document



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


FORM 10-Q

(Mark one)  

ý

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the quarterly period ended September 30, 2004

OR

o

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the transition period from                             to                              

Commission File Number: 0-12798


CHIRON CORPORATION
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)
  94-2754624
(I.R.S. Employer Identification No.)

4560 Horton Street, Emeryville, California
(Address of principal executive offices)

 

94608
(Zip code)

(510) 655-8730
(Registrant's telephone number, including area code)

Not Applicable
(Former name, former address and former fiscal year, if changed since last report)

        Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ý    No o

        Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Yes ý    No o

        Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

    Title of Class   Outstanding at October 29, 2004    
    Common Stock, $0.01 par value   186,839,927    





CHIRON CORPORATION
TABLE OF CONTENTS

 
  Page No.
PART I. FINANCIAL INFORMATION    
 
ITEM 1. Financial Statements (Unaudited)

 

 
   
Condensed Consolidated Balance Sheets at September 30, 2004 and December 31, 2003

 

3
   
Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2004 and 2003

 

5
   
Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2004 and 2003

 

6
   
Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2004 and 2003

 

7
   
Notes to Condensed Consolidated Financial Statements

 

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

 

30
 
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk

 

65
 
ITEM 4. Controls and Procedures

 

66


PART II. OTHER INFORMATION


 


 
 

ITEM 1. Legal Proceedings


 


67
 
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

70
 
ITEM 4. Submission of Matters to a Vote of Security Holders

 

70
 
ITEM 6. Exhibits

 

70

SIGNATURES

 

72

2



Item 1. Financial Statements

CHIRON CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In thousands, except share data)

 
  September 30,
2004

  December 31,
2003

 
ASSETS  
Current assets:              
  Cash and cash equivalents   $ 200,983   $ 364,270  
  Short-term investments in marketable debt securities     343,507     174,212  
   
 
 
    Total cash and short-term investments     544,490     538,482  
  Accounts receivable, net of allowances     397,802     382,933  
  Current portion of notes receivable         1,479  
  Inventories, net of reserves     218,589     199,625  
  Assets held for sale     2,754     2,992  
  Current net deferred income tax assets     60,232     50,204  
  Derivative financial instruments     7,599     9,463  
  Other current assets     65,229     72,471  
   
 
 
    Total current assets     1,296,695     1,257,649  

Noncurrent investments in marketable debt securities

 

 

467,813

 

 

560,292

 

Property, plant, equipment and leasehold improvements, at cost:

 

 

 

 

 

 

 
  Land and buildings     371,382     366,275  
  Laboratory, production and office equipment     644,087     615,814  
  Leasehold improvements     116,602     112,200  
  Construction-in-progress     186,310     144,162  
   
 
 
      1,318,381     1,238,451  
  Less accumulated depreciation and amortization     (566,988 )   (548,701 )
   
 
 
    Property, plant, equipment and leasehold improvements, net     751,393     689,750  

Purchased technologies, net

 

 

221,122

 

 

236,707

 
Goodwill     820,086     787,587  
Other intangible assets, net     447,608     486,889  
Investments in equity securities and affiliated companies     113,325     121,576  
Equity method investments     709     953  
Noncurrent notes receivable     7,500     7,500  
Noncurrent derivative financial instruments         7,391  
Other noncurrent assets     57,080     38,875  
   
 
 
    $ 4,183,331   $ 4,195,169  
   
 
 

The accompanying Notes to Condensed Consolidated Financial Statements are integral to this statement.

3


CHIRON CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS (Continued)

(Unaudited)

(In thousands, except share data)

 
  September 30,
2004

  December 31,
2003

 
LIABILITIES AND STOCKHOLDERS' EQUITY  
Current liabilities:              
  Accounts payable   $ 113,045   $ 102,201  
  Accrued compensation and related expenses     78,470     83,311  
  Current portion of capital lease     944     570  
  Current portion of unearned revenue     30,231     47,873  
  Income taxes payable     6,674     15,270  
  Other current liabilities     159,886     187,688  
   
 
 
   
Total current liabilities

 

 

389,250

 

 

436,913

 

Long-term debt

 

 

940,295

 

 

926,709

 
Capital lease     157,014     157,677  
Noncurrent derivative financial instruments     4,928      
Noncurrent net deferred income tax liabilities     101,288     107,496  
Noncurrent unearned revenue     30,525     45,564  
Other noncurrent liabilities     86,462     69,448  
Minority interest     8,498     7,002  
   
 
 
 
Total liabilities

 

 

1,718,260

 

 

1,750,809

 
   
 
 

Commitments and contingencies

 

 

 

 

 

 

 

Stockholders' equity:

 

 

 

 

 

 

 
  Common stock     1,917     1,917  
  Additional paid-in capital     2,527,877     2,503,195  
  Deferred stock compensation     (15,572 )   (12,871 )
  Retained earnings (Accumulated deficit)     22,051     (46,634 )
  Accumulated other comprehensive income     171,321     216,302  
  Treasury stock, at cost (4,999,000 shares at September 30, 2004 and 4,567,000 shares at December 31, 2003)     (242,523 )   (217,549 )
   
 
 
  Total stockholders' equity     2,465,071     2,444,360  
   
 
 
    $ 4,183,331   $ 4,195,169  
   
 
 

The accompanying Notes to Condensed Consolidated Financial Statements are integral to this statement.

4



CHIRON CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(In thousands, except per share data)

 
  Three Months Ended
September 30,

  Nine Months Ended
September 30,

 
 
  2004
  2003
  2004
  2003
 
Revenues:                          
  Product sales, net   $ 369,980   $ 432,674   $ 946,138   $ 897,222  
  Revenues from joint business arrangement     34,017     26,058     92,910     79,985  
  Collaborative agreement revenues     4,124     7,816     14,467     15,554  
  Royalty and license fee revenues     111,396     66,237     221,384     186,537  
  Other revenues     4,450     7,688     22,363     32,482  
   
 
 
 
 
    Total revenues     523,967     540,473     1,297,262     1,211,780  
   
 
 
 
 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 
  Cost of sales (excludes amortization expense related to acquired developed products)     237,622     174,380     495,048     357,389  
  Research and development     103,000     97,519     301,736     269,564  
  Selling, general and administrative     114,531     105,818     326,128     259,086  
  Amortization expense     20,566     19,821     63,077     35,135  
  Purchased in-process research and development     9,629     122,700     9,629     122,700  
  Other operating expenses     1,281     4,779     8,040     7,729  
   
 
 
 
 
    Total operating expenses     486,629     525,017     1,203,658     1,051,603  
   
 
 
 
 

Income from operations

 

 

37,338

 

 

15,456

 

 

93,604

 

 

160,177

 

Interest expense

 

 

(7,063

)

 

(6,222

)

 

(19,440

)

 

(12,523

)
Interest and other income, net     5,369     5,239     41,252     31,170  
Minority interest     (504 )   (443 )   (1,583 )   (1,424 )
   
 
 
 
 
Income from continuing operations before income taxes     35,140     14,030     113,833     177,400  

Provision for income taxes

 

 

11,192

 

 

34,183

 

 

30,865

 

 

75,025

 
   
 
 
 
 
Income (loss) from continuing operations     23,948     (20,153 )   82,968     102,375  

Gain (loss) from discontinued operations

 

 

(450

)

 

1,174

 

 

24,854

 

 

3,138

 
   
 
 
 
 
Net income (loss)   $ 23,498   $ (18,979 ) $ 107,822   $ 105,513  
   
 
 
 
 

Basic earnings (loss) per share:

 

 

 

 

 

 

 

 

 

 

 

 

 
  Income (loss) from continuing operations   $ 0.13   $ (0.11 ) $ 0.44   $ 0.55  
   
 
 
 
 
  Net income (loss)   $ 0.13   $ (0.10 ) $ 0.57   $ 0.57  
   
 
 
 
 

Diluted earnings (loss) per share:

 

 

 

 

 

 

 

 

 

 

 

 

 
  Income (loss) from continuing operations   $ 0.13   $ (0.11 ) $ 0.43   $ 0.54  
   
 
 
 
 
  Net income (loss)   $ 0.12   $ (0.10 ) $ 0.56   $ 0.55  
   
 
 
 
 

The accompanying Notes to Condensed Consolidated Financial Statements are integral to this statement.

5



CHIRON CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

(In thousands)

 
  Three Months Ended
September 30,

  Nine Months Ended
September 30,

 
 
  2004
  2003
  2004
  2003
 
Net income (loss)   $ 23,498   $ (18,979 ) $ 107,822   $ 105,513  
   
 
 
 
 

Other comprehensive income (loss):

 

 

 

 

 

 

 

 

 

 

 

 

 
 
Change in foreign currency translation adjustment during the period

 

 

2,847

 

 

21,182

 

 

(34,591

)

 

66,300

 
 
Unrealized gains (losses) from investments:

 

 

 

 

 

 

 

 

 

 

 

 

 
   
Net unrealized holding gains (losses) arising during the period, net of tax (provision) benefit of ($5,977) and ($1,984) for the three months ended September 30, 2004 and 2003, respectively, and ($3,865) and ($3,268) for the nine months ended September 30, 2004 and 2003, respectively

 

 

(2,680

)

 

4,200

 

 

4,864

 

 

6,840

 
    Reclassification adjustment for net gains included in net income, net of tax (provision) of ($400) for the three months ended September 30, 2004, and ($9,753) and ($3,626) for the nine months ended September 30, 2004 and 2003, respectively     (625 )       (15,254 )   (5,744 )
   
 
 
 
 
    Net unrealized gains (losses) from investments     (3,305 )   4,200     (10,390 )   1,096  
   
 
 
 
 
 
Other comprehensive income (loss)

 

 

(458

)

 

25,382

 

 

(44,981

)

 

67,396

 
   
 
 
 
 

Comprehensive income

 

$

23,040

 

$

6,403

 

$

62,841

 

$

172,909

 
   
 
 
 
 

The accompanying Notes to Condensed Consolidated Financial Statements are integral to this statement.

6



CHIRON CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)

 
  Nine Months Ended
September 30,

 
 
  2004
  2003
 
Net cash provided by operating activities   $ 132,633   $ 253,933  
   
 
 

Cash flows from investing activities:

 

 

 

 

 

 

 
  Purchases of investments in marketable debt securities     (724,616 )   (622,650 )
  Proceeds from sales of investments in marketable debt securities     415,100     748,041  
  Proceeds from maturities of investments in marketable debt securities     225,959     364,737  
  Capital expenditures     (134,079 )   (81,372 )
  Purchases of equity securities and interests in affiliated companies     (6,216 )   (4,270 )
  Proceeds from sale of equity securities and interests in affiliated companies    
31,421
   
12,545
 
  Cash paid for acquisitions, net of cash acquired     (32,289 )   (804,728 )
  Other, net     (3,688 )   (12,249 )
   
 
 
    Net cash used in investing activities     (228,408 )   (399,946 )
   
 
 

Cash flows from financing activities:

 

 

 

 

 

 

 
  Net repayment of short-term borrowings         (2,344 )
  Repayment of debt and capital leases     (380,159 )   (62,341 )
  Payments to acquire treasury stock     (129,665 )   (132,675 )
  Proceeds from re-issuance of treasury stock     64,178     85,995  
  Proceeds from issuance of debt     4,996     536  
  Payment of bond issuance costs     (8,285 )    
  Proceeds from issuance of convertible debentures     385,000     500,000  
  Proceeds from put options         2,144  
   
 
 
    Net cash (used in) provided by financing activities     (63,935 )   391,315  
   
 
 
  Effect of exchange rate changes on cash and cash equivalents     (3,577 )   6,655  
   
 
 
    Net (decrease) increase in cash and cash equivalents     (163,287 )   251,957  
Cash and cash equivalents at beginning of the period     364,270     247,950  
   
 
 
Cash and cash equivalents at end of the period   $ 200,983   $ 499,907  
   
 
 

The accompanying Notes to Condensed Consolidated Financial Statements are integral to this statement.

7



CHIRON CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2004

(Unaudited)

Note 1—Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation

        The information presented in the Condensed Consolidated Financial Statements at September 30, 2004, and for the three and nine months ended September 30, 2004 and 2003, is unaudited but includes adjustments, consisting only of all normal recurring adjustments, which Chiron Corporation believes to be necessary for fair presentation of the periods presented.

        The Condensed Consolidated Balance Sheet amounts at December 31, 2003, have been derived from audited financial statements. Historically, Chiron's operating results have varied considerably from period to period due to the nature of Chiron's collaborative, royalty and license arrangements and the seasonality of certain vaccine products. In addition, the mix of products sold and the introduction of new products will affect comparability from quarter to quarter. As a consequence, Chiron's interim results in any one quarter are not necessarily indicative of results to be expected for a full year. This information should be read in conjunction with Chiron's audited Consolidated Financial Statements as of and for the year ended December 31, 2003, which are included in the Annual Report on Form 10-K filed by Chiron with the Securities and Exchange Commission.

Principles of Consolidation

        The Condensed Consolidated Financial Statements include the accounts of Chiron and its majority-owned subsidiaries. For consolidated majority-owned subsidiaries in which Chiron owns less than 100%, Chiron records minority interest in the Condensed Consolidated Financial Statements to account for the ownership interest of the minority owner. Investments in limited partnerships and interests in which Chiron has an equity interest of 50% or less are accounted for using either the equity or cost method. All significant intercompany accounts and transactions have been eliminated in consolidation.

        On July 8, 2003, Chiron acquired PowderJect Pharmaceuticals plc, a company based in Oxford, England that develops and commercializes vaccines. Chiron included PowderJect Pharmaceuticals' operating results in its consolidated operating results beginning July 8, 2003. PowderJect Pharmaceuticals is part of Chiron's vaccines segment.

        Chiron is a limited partner in several venture capital funds. Chiron is obligated to pay up to $60.0 million over ten years in equity contributions to these venture capital funds, of which approximately $38.4 million was paid through September 30, 2004. Chiron accounts for these investments under the equity method of accounting.

New Accounting Pronouncements

        In October 2004, the Emerging Issues Task Force (EITF) reached a consensus on EITF Issue No. 04-8 "The Effect of Contingently Convertible Instruments on Diluted Earnings per Share, "that the dilutive effect of contingent convertible debt instruments ("CoCo's") must be included in diluted earnings per share regardless of whether the triggering contingency has been satisfied, if dilutive. Adoption of Issue No. 04-8 would be on a retroactive basis and would require restatement of prior period diluted earnings per share, subject to certain transition provisions. It is effective for all periods

8



ending after December 15, 2004. Accounting pursuant to this Issue would not result in additional dilution to Chiron's diluted earnings per share for the three and nine months ended September 30, 2004 from Chiron's $500.0 million convertible debentures due 2033 ("2033 Debentures") nor from Chiron's $385.0 million convertible debentures due 2034 ("2034 Debentures").

        Financial Accounting Standards Board (or FASB) Interpretation No. 46 (or FIN 46), "Consolidation of Variable Interest Entities, an interpretation of Accounting Research Bulletin No. 51" as revised, requires a variable interest entity (or VIE) to be consolidated by a company if that company absorbs a majority of the VIE's expected losses, receives a majority of the entity's expected residual returns, or both, as a result of ownership, contractual or other financial interest in the VIE. Prior to the adoption of FIN 46, VIEs were generally consolidated by companies owning a majority voting interest in the VIE. The consolidation requirements of FIN 46 applied immediately to VIEs created after January 31, 2003; however, the FASB deferred the effective date for VIEs created before February 1, 2003 to the quarter ended March 31, 2004 for calendar year companies. Adoption of the provisions of FIN 46 prior to the deferred effective date was permitted.

        Chiron adopted the remaining provisions of FIN 46 in the first quarter of 2004. The adoption of these provisions did not have a material effect on Chiron's condensed consolidated financial statements.

        On March 31, 2004, the FASB issued an Exposure Draft (ED), "Share-Based Payment—An Amendment of FASB Statements No. 123 and 95." The proposed Statement addresses the accounting for transactions in which an enterprise receives employee services in exchange for (a) equity instruments of the enterprise or (b) liabilities that are based on the fair value of the enterprise's equity instruments or that may be settled by the issuance of such equity instruments. The proposed Statement would eliminate the ability to account for share-based compensation transactions using Accounting Principles Board Opinion No. 25 (APB 25) "Accounting for Stock Issued to Employees," and generally would require instead that such transactions be accounted for using a fair-value based method. As proposed, companies would be required to recognize an expense for compensation cost related to share-based payment arrangements including stock options and employee stock purchase plans. As proposed, the new rules would be applied on a modified prospective basis as defined in the ED, and would be effective for Chiron beginning July 1, 2005. Chiron is currently evaluating option valuation methodologies and assumptions in light of the evolving accounting standards related to employee stock options. Current estimates of option values using the Black-Scholes method may not be indicative of results from valuation methodologies ultimately adopted in the final rules.

Use of Estimates and Reclassifications

        The preparation of financial statements requires management to make estimates, assumptions and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. On an on-going basis, management evaluates its estimates, including those related to investments; inventories; derivatives; capital leases; intangible assets; goodwill; purchased in-process research and development; product discounts, rebates and returns; bad debts; collaborative, royalty and license arrangements; restructuring; pension and other post-retirement benefits; income taxes; and litigation and other contingencies. Chiron bases its

9



estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from those estimates under different assumptions or conditions.

        Chiron's blood-testing segment includes Chiron's one-half share in the pretax operating earnings generated by the joint business contractual arrangement with Ortho-Clinical Diagnostics, Inc., a Johnson & Johnson company. Chiron accounts separately for research and development and manufacturing cost reimbursements and certain product sale revenues received from Ortho-Clinical Diagnostics, but relating to the joint business contractual arrangement. Chiron's joint business arrangement with Ortho-Clinical Diagnostics is a contractual arrangement and is not a separate and distinct legal entity. Through Chiron's joint business contractual arrangement with Ortho-Clinical Diagnostics, Chiron sells a line of immunodiagnostic tests to detect hepatitis viruses and retroviruses and provides supplemental tests and microplate and chemiluminescent instrument systems to automate test performance and data collection. Prior to the first quarter 2003, Chiron accounted for revenues relating to non-U.S. affiliate sales on a one-quarter lag, with an adjustment of the estimate to actual in the subsequent quarter. More current information of non-U.S. affiliate sales of Chiron's joint business contractual arrangement became available in the first quarter 2003, and as a result, Chiron is able to recognize revenues relating to non-U.S. affiliate sales on a one-month lag. The effect of this change, net of tax, was an increase to net income by $3.2 million for revenue from the joint business contractual arrangement for the nine months ended September 30, 2003.

        Chiron currently owns a facility in London, England for international operations. This facility became available for sale in the fourth quarter of 2003. Chiron has committed to a plan to sell this facility and is actively marketing this facility. This facility is classified as "Assets held for sale" in the Condensed Consolidated Balance Sheet at September 30, 2004.

        Chiron, prior to filing its financial statements on Form 10-Q, publicly releases an unaudited condensed balance sheet and statement of operations. Between the date of Chiron's earnings release and the filing of Form 10-Q, reclassifications may be required. These reclassifications, when made, have no effect on income from continuing operations, net income or earnings per share. There has been no such reclassification in the third quarter of 2004.

        Certain previously reported amounts have been reclassified to conform to the current year presentation.

Inventories

        Inventories, net of reserves, are stated at the lower of cost or market using the moving weighted-average cost method. Chiron maintains inventory reserves primarily for product failures, expiration and obsolescence. Inventory that is obsolete (inventory that will no longer be used in the manufacturing process), expired, or in excess of forecasted usage is written down to its market value, if lower than cost.

10



        Subsequent to the third quarter of 2004, the UK regulatory body, the Medicines and Healthcare products Regulatory Agency (MHRA), sent Chiron a letter prohibiting Chiron from releasing any Fluvirin doses manufactured at Chiron's Liverpool facility since March 2, 2004. In that letter, the MHRA asserted that Chiron's manufacturing process did not comply with U.K. good manufacturing practices regulations. In addition to prohibiting release of existing Fluvirin doses, the MHRA letter also suspended Chiron's license to manufacture further influenza virus vaccine in its Liverpool facility for three months. Chiron has not released any Fluvirin into any territory. Chiron wrote-off the entire inventory of Fluvirin product in the third quarter 2004, resulting in a $91.3 million charge to cost of sales.

        Inventories, net of reserves consisted of the following:

 
  September 30,
2004

  December 31,
2003

Finished goods   $ 55,153   $ 38,640
Work-in-process     116,596     105,359
Raw materials     46,840     55,626
   
 
    $ 218,589   $ 199,625
   
 

Income Taxes

        The effective tax rate for the three and nine months ended September 30, 2004 was 31.9% and 27.1% respectively, of pretax income from continuing operations, including the charge for purchased in-process research and development related to the Sagres acquisition. See discussion in "Note 4—Acquisitions". The effective tax rate for the three and nine months ended September 30, 2003 was 243.6% and 42.3% respectively, of pretax income from continuing operations, including the charge for purchased