UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| (Mark one) | |
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. |
For the quarterly period ended September 30, 2004 |
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OR |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. |
For the transition period from to |
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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) |
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(510) 655-8730 (Registrant's telephone number, including area code) |
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Not Applicable (Former name, former address and former fiscal year, if changed since last report) |
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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
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Page No. |
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|---|---|---|---|---|
| PART I. FINANCIAL INFORMATION | ||||
ITEM 1. Financial Statements (Unaudited) |
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Condensed Consolidated Balance Sheets at September 30, 2004 and December 31, 2003 |
3 |
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Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2004 and 2003 |
5 |
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Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2004 and 2003 |
6 |
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Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2004 and 2003 |
7 |
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Notes to Condensed Consolidated Financial Statements |
8 |
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ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations |
30 |
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ITEM 3. Quantitative and Qualitative Disclosures About Market Risk |
65 |
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ITEM 4. Controls and Procedures |
66 |
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PART II. OTHER INFORMATION |
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ITEM 1. Legal Proceedings |
67 |
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ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds |
70 |
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ITEM 4. Submission of Matters to a Vote of Security Holders |
70 |
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ITEM 6. Exhibits |
70 |
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SIGNATURES |
72 |
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2
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 |
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|---|---|---|---|---|---|---|---|---|---|
| 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, |
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|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| |
2004 |
2003 |
2004 |
2003 |
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| 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: |
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| 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: |
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| 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: |
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| 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, |
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|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| |
2004 |
2003 |
2004 |
2003 |
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| 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, |
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|---|---|---|---|---|---|---|---|---|---|
| |
2004 |
2003 |
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| 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 1Basis 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 PaymentAn 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 4Acquisitions". 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