Chiron Recalls and Withdraws MORUPAR(R) MMR Vaccine from Italian and Developing World Markets -- Chiron Also Revises 2005 Adjusted EPS From $1.34 to $1.31 Per Share and GAAP EPS From $0.97 to $0.94 Per Share.EMERYVILLE, Calif. -- Chiron Corporation Chiron Corporation was a multinational biotechnology firm based in Emeryville, California that was acquired by Novartis International AG on April 20 2006. It had offices and facilities in eighteen countries on five continents. (NASDAQ NASDAQ in full National Association of Securities Dealers Automated Quotations U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on : CHIR CHIR Chiricahua National Monument (US National Park Service) ) today announced that it is recalling and withdrawing withdrawing Child psychiatry Behavior characterized by ↓ interest in or contact with other people; WBs include ↓ speech, regression to babyhood, exhibition of many fears, depression, refusing contact with other people its measles measles or rubeola (r bē`ələ), highly contagious disease of young children, caused by a filterable virus and spread by droplet spray from the nose, mouth, , mumps and
rubella rubella or German measles, acute infectious disease of children and young adults. It is caused by a filterable virus that is spread by droplet spray from the respiratory tract of an infected individual. (MMR MMR measles-mumps-rubella (vaccine); see measles, mumps, and rubella vaccine live, under vaccine. MMR abbr. measles, mumps, rubella vaccine ) vaccine vaccine Preparation containing either killed or weakened live microorganisms or their toxins, introduced by mouth, by injection, or by nasal spray to stimulate production of antibodies against an infectious agent. , MORUPAR(R). Chiron Chiron (kī`rŏn), in Greek mythology, centaur, son of Kronos. He was a renowned sage, physician, and prophet. Among his pupils were Hercules, Achilles, Jason, and Asclepius. supplied approximately ap·prox·i·mate adj. 1. Almost exact or correct: the approximate time of the accident. 2. 5 million doses of MORUPAR vaccine in 2005, providing most of its production to a limited number of developing countries, largely via the United Nations Children's Fund United Nations Children's Fund (UNICEF), an affiliated agency of the United Nations. It was established in 1946 as the United Nations International Children's Emergency Fund. (UNICEF UNICEF (y `nĭsĕf'), the United Nations Children's Fund, an affiliated agency of the United Nations. ) and the Pan American Health
Organization The Pan American Health Organization (PAHO) is an international public health agency with 100 years of experience in working to improve health and living standards of the countries of the Americas. It serves as the specialized organization for health of the Inter-American System. (PAHO PAHO Pan American Health Organization (WHO) ), and approximately 450,000 doses to Italy Italy (ĭt`əlē), Ital. Italia, officially Italian Republic, republic (2005 est. pop. 58,103,000), 116,303 sq mi (301,225 sq km), S Europe. .The results of routine pharmacovigilance pharmacovigilance, n the monitoring of adverse effects of drugs and herbal remedies as they are used in the population. Also called postmarketing surveillance. surveillance in Italy suggest that MORUPAR vaccine may be associated with a higher reported rate of adverse events following immunization immunization: see immunity; vaccination. than other MMR vaccine MMR vaccine Live measles-mumps-rubella vaccine A trivalent vaccine containing an aqueous suspension of live attenuated strains of measles, mumps, and rubella viruses grown in chick or duck embryo cells. See Killed vaccine, Live attenuated vaccine. products. While recent and historical surveillance data indicate that adverse events remain rare, Chiron is recalling and withdrawing the vaccine as a precautionary pre·cau·tion·ar·y also pre·cau·tion·al adj. Of, relating to, or constituting a precaution: taking precautionary measures; gave precautionary advice. Adj. 1. measure. Pharmacovigilance results suggest that these adverse events occurred post-immunization and do not indicate any long-term Long-term Three or more years. In the context of accounting, more than 1 year. long-term 1. Of or relating to a gain or loss in the value of a security that has been held over a specific length of time. Compare short-term. risk for patients who have previously received the vaccine. The adverse events on which the recall and withdrawal are based are within a range of those commonly associated with vaccines, such as fever, allergic reactions allergic reaction n. A local or generalized reaction of an organism to internal or external contact with a specific allergen to which the organism has been previously sensitized. and swelling swelling /swell·ing/ (swel´ing) 1. transient abnormal enlargement of a body part or area not due to cell proliferation. 2. an eminence, or elevation. of the glands. Chiron has been in communication with the relevant health authorities and informed them of its actions in order to enable them to find replacement supplies of MMR vaccine. Chiron will work closely with the World Health Organization (WHO) to assist it in conducting a thorough risk-benefit analysis risk-benefit analysis, n the consideration as to whether a medical or surgical procedure, particuarly a radical approach, is worth the risk to the patient compared with the possible benefits if the procedure is successful. of MORUPAR vaccine to determine whether it is appropriate for a limited quantity of the existing inventory to remain available for current public health programs such as those conducted by UNICEF and PAHO. In 2005, Chiron's sales of MORUPAR vaccine totaled approximately $10 million. As a result of this recall and withdrawal, as well as other adjustments identified by Chiron and recorded subsequent to the company's January January: see month. 31, 2006, announcement of fourth-quarter and year-end year-end also year·end n. The end of a year. adj. Occurring or done at the end of the year: a year-end audit. Noun 1. 2005 financial results, Chiron has revised its 2005 earnings per share to $1.31 on an adjusted basis and $0.94 on a GAAP GAAP See: Generally Accepted Accounting Principles GAAP See generally accepted accounting principles (GAAP). basis. Chiron has written off approximately $6.0 million of MORUPAR inventory in 2005 as a result of the withdrawal and has recorded approximately $1.7 million of product returns reserves in 2005 in connection with expected returns Expected Return The average of a probability distribution of possible returns, calculated by using the following formula: of 2005 product sales from the recall. The recall and withdrawal of MORUPAR, which Chiron produces in Italy, does not affect any of Chiron's other vaccines. Revised Year-End December December: see month. 31, 2005, Financial Results For the year ended December 31, 2005, on an adjusted basis, Chiron reported revised income from continuing operations continuing operations Parts of a business that are expected to be maintained as an ongoing segment of an overall business operation. Income and losses from continuing operations are reported separately if any segments have been discontinued during the of $253 million, or $1.31 per share, a decrease of $0.03 per share from financial results as reported on January 31, 2006. On a GAAP basis, Chiron reported revised income from continuing operations of $180 million, or $0.94 per share, a decrease of $0.03 per share from financial results as reported on January 31, 2006. Revised Fourth-Quarter 2005 Financial Results For the fourth quarter of 2005, on an adjusted basis, Chiron reported revised income from continuing operations of $158 million, or $0.78 per share, a decrease of $0.03 per share from financial results as reported on January 31, 2006. On a GAAP basis, Chiron reported revised income from continuing operations of $138 million, or $0.68 per share, a decrease of $0.03 per share from financial results as reported on January 31, 2006. Chiron uses adjusted financial information to gain an understanding of the company's operating performance on a comparative basis. Adjusted amounts exclude special items relating to relating to relate prep → concernant relating to relate prep → bezüglich +gen, mit Bezug auf +acc certain acquisitions and impairment Impairment 1. A reduction in a company's stated capital. 2. The total capital that is less than the par value of the company's capital stock. Notes: 1. This is usually reduced because of poorly estimated losses or gains. 2. losses on acquired intangible assets Intangible Asset An asset that is not physical in nature. Notes: Examples are things like copyrights, patents, intellectual property, and goodwill. These are the opposite of tangible assets. , which may not be indicative indicative: see mood. of the company's trends or potential future performance. Please refer to the tables at the end of this press release for more detail on these items and a reconciliation of the adjusted financial information to GAAP financial information; this information is also located at www.chiron.com in the Investors section under Financial Reports. All references to per-share amounts are per diluted di·lute tr.v. di·lut·ed, di·lut·ing, di·lutes 1. To make thinner or less concentrated by adding a liquid such as water. 2. To lessen the force, strength, purity, or brilliance of, especially by admixture. share. About Chiron Chiron delivers innovative and valuable products to protect human health by advancing pioneering science across the landscape of biotechnology biotechnology, the use of biological processes, as through the exploitation and manipulation of living organisms or biological systems, in the development or manufacture of a product or in the technological solution to a problem. . The company works to deliver on the limitless promise of science and make a positive difference in people's lives. For more information, please visit www.chiron.com. Revised Financial Information 2005 financial information in PDF (Portable Document Format) The de facto standard for document publishing from Adobe. On the Web, there are countless brochures, data sheets, white papers and technical manuals in the PDF format. format http://www.chiron.com/investors/2389/chiron_financial.pdf 2005 financial information online http://www.chiron.com/investors/finreports/index.html This news release contains forward-looking statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. , including statements regarding expected financial results for 2005 and the impact of the recall and withdrawal of MORUPAR MMR vaccine on Chiron's business, which involve risks and uncertainties and are subject to change. A discussion of the company's operations and financial condition, including factors that may affect its business and future prospects that could cause actual results and developments to differ materially from those expressed or implied Inferred from circumstances; known indirectly. In its legal application, the term implied is used in contrast with express, where the intention regarding the subject matter is explicitly and directly indicated. by these forward-looking statements, is contained in documents the company has filed with the SEC, including the Form 10-K Form 10-K A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information. Form 10-K See 10-K. for the year ended December 31, 2004, and the Form 10-Q Form 10-Q See 10-Q. for the quarter ended September September: see month. 30, 2005, and will be contained in all subsequent periodic filings made with the SEC. These documents identify important factors that could cause the company's actual performance to differ from current expectations, including, among others, litigation An action brought in court to enforce a particular right. The act or process of bringing a lawsuit in and of itself; a judicial contest; any dispute. When a person begins a civil lawsuit, the person enters into a process called litigation. and investigations relating to influenza vaccines influenza vaccine Flu vaccine A vaccine recommended for those at high risk for serious complications from influenza: > age 65; Pts with chronic diseases of heart, lung or kidneys, DM, immunosuppression, severe anemia, nursing home and other chronic-care , the outcome of clinical trials, regulatory reg·u·late tr.v. reg·u·lat·ed, reg·u·lat·ing, reg·u·lates 1. To control or direct according to rule, principle, or law. 2. review and approvals, manufacturing capabilities, intellectual property protections and defenses, litigation, product liability claims, stock-price and interest-rate volatility Volatility 1. A statistical measure of the tendency of a market or security to rise or fall sharply within a period of time. 2. A variable in option pricing formulas that denotes the extent to which the return of the underlying asset will fluctuate between now and the , and marketing effectiveness Marketing Effectiveness is the function of improving how marketers go to market with the goal of optimizing their marketing spend to achieve even better results for both the short-term and long-term. Also related to Marketing ROI and Return on Marketing Investment (ROMI). . In particular, there can be no assurance that financial results for 2005 will be the same as preliminary results Chiron has announced today or that Chiron will be able to successfully develop and receive approval to market new products. In addition, the company may engage in business opportunities, the successful completion of which is subject to certain risks, including approval by Novartis AG Novartis AG Swiss pharmaceutical company. It was formed through the 1996 merger of two Swiss firms: Ciba (see Ciba-Geigy) and Sandoz, a chemical company with interests in pharmaceuticals, nutrition, and agriculture. , regulatory approvals and the integration of operations. Chiron does not undertake an obligation to update the forward-looking for·ward-look·ing adj. Concerned with or making provision for the future: forward-looking educators; a forward-looking corporate plan. Adj. 1. information the company is giving today. Financial results for 2005 included in this press release are preliminary.
CHIRON CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands, except per share data)
Three Months Ended
December 31,
-----------------------------------------------------
2005 2004
-------------------------- --------------------------
Adjusted Adjust- Actual Adjusted Adjust- Actual
(1) ments (2) ments
-------- ------- -------- -------- ------- ---------
Revenues:
Product sales,
net $473,581 $- $473,581 $330,467 $- $330,467
Revenues from
joint business
arrangement 33,547 - 33,547 25,336 - 25,336
Collaborative
agreement
revenues 1,955 - 1,955 3,577 - 3,577
Royalty and
license fee
revenues 89,697 - 89,697 68,177 - 68,177
Other revenues 15,173 - 15,173 6,838 - 6,838
-------- ------- -------- -------- ------- ---------
Total
revenues 613,953 - 613,953 434,395 - 434,395
-------- ------- -------- -------- ------- ---------
Operating
expenses:
Cost of sales 221,095 - 221,095 177,136 - 177,136
Research and
development 109,271 - 109,271 129,392 - 129,392
Selling,
general and
administrative 125,391 - 125,391 137,727 - 137,727
Amortization
expense - (11,969) 11,969 - (21,426) 21,426
Impairment loss
on acquired
intangible
assets - (1,136) 1,136 - - -
Other operating
expenses 7,692 - 7,692 4,804 - 4,804
-------- ------- -------- -------- ------- ---------
Total
operating
expenses 463,449 (13,105) 476,554 449,059 (21,426) 470,485
-------- ------- -------- -------- ------- ---------
Income (loss)
from operations 150,504 13,105 137,399 (14,664) 21,426 (36,090)
Loss on disposal
of assets (319) - (319) (2,092) - (2,092)
Interest expense (7,683) - (7,683) (6,653) - (6,653)
Interest and
other income,
net 19,644 - 19,644 14,390 - 14,390
Minority interest (498) - (498) (385) - (385)
-------- ------- -------- -------- ------- ---------
Income (loss)
from continuing
operations
before income
taxes 161,648 13,105 148,543 (9,404) 21,426 (30,830)
Provision for
(benefit of)
income taxes 3,806 (6,685) 10,491 (2,351) 5,356 (7,707)
-------- ------- -------- -------- ------- ---------
Income (loss)
from continuing
operations 157,842 19,790 138,052 (7,053) 16,070 (23,123)
======== ======= ======== ======== ======= =========
Net income (loss)$157,842 $19,790 $138,052 $(7,053)$16,070 $(23,123)
======== ======= ======== ======== ======= =========
Basic earnings
(loss) per
share:
Income (loss)
from
continuing
operations $0.83 $0.72 $(0.04) $(0.12)
======== ======== ======== =========
Net income
(loss) $0.83 $0.72 $(0.04) $(0.12)
======== ======== ======== =========
Diluted earnings
(loss) per
share:
Income (loss)
from
continuing
operations $0.78 $0.68 $(0.04) $(0.12)
======== ======== ======== =========
Net income
(loss) $0.78 $0.68 $(0.04) $(0.12)
======== ======== ======== =========
Shares used in
calculating
basic earnings
(loss) per share 190,679 190,679 186,813 186,813
======== ======== ======== =========
Shares used in
calculating
diluted earnings
(loss) per share 205,008 205,008 186,813 186,813
======== ======== ======== =========
(1) Adjusted amounts exclude (a) the amortization expense on acquired
intangible assets related to the acquisitions of PathoGenesis,
Chiron Behring, Pulmopharm and PowderJect Pharmaceuticals and (b)
an impairment loss of $1.1 million on acquired intangible assets
from our acquisition of PowderJect Pharmaceuticals related to a
contract manufacturing agreement.
(2) Adjusted amounts exclude the amortization expense on acquired
intangible assets related to the acquisitions of PathoGenesis,
Chiron Behring, Pulmopharm and PowderJect Pharmaceuticals.
CHIRON CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands, except per share data)
Year Ended
December 31,
---------------------------------
2005
---------------------------------
Adjusted Adjustments Actual
(3)
---------- ---------- -----------
Revenues:
Product sales, net $1,421,494 $- $1,421,494
Revenues from joint business
arrangement 136,701 - 136,701
Collaborative agreement revenues 13,084 - 13,084
Royalty and license fee revenues 317,006 - 317,006
Other revenues 31,394 - 31,394
---------- ---------- -----------
Total revenues 1,919,679 - 1,919,679
---------- ---------- -----------
Operating expenses:
Cost of sales 732,100 - 732,100
Research and development 433,891 - 433,891
Selling, general and administrative 501,193 - 501,193
Purchased in-process research and
development - - -
Amortization expense - (66,206) 66,206
Impairment loss on acquired
intangible assets - (15,658) 15,658
Other operating expenses 20,515 - 20,515
---------- ---------- -----------
Total operating expenses 1,687,699 (81,864) 1,769,563
---------- ---------- -----------
Income from operations 231,980 81,864 150,116
Loss on disposal of assets (1,108) - (1,108)
Interest expense (30,615) - (30,615)
Interest and other income, net 86,692 - 86,692
Minority interest (2,221) - (2,221)
---------- ---------- -----------
Income from continuing operations
before income taxes 284,728 81,864 202,864
Provision for income taxes 31,431 9,037 22,394
---------- ---------- -----------
Income from continuing operations 253,297 72,827 180,470
========== ========== ===========
Gain from discontinued operations,
net of taxes - - -
---------- ---------- -----------
Net income $253,297 $72,827 $180,470
========== ========== ===========
Basic earnings per share:
Income from continuing operations $1.34 $0.96
========== ===========
Net income $1.34 $0.96
========== ===========
Diluted earnings per share:
Income from continuing operations $1.31 $0.94
========== ===========
Net income $1.31 $0.94
========== ===========
Shares used in calculating basic
earnings per share 188,448 188,448
========== ===========
Shares used in calculating diluted
earnings per share 199,280 198,704
========== ===========
Year Ended
December 31,
----------------------------------
2004
---------------------------------
Adjusted Adjustments Actual
(4)
---------------------------------
Revenues:
Product sales, net $1,268,303 $- $1,268,303
Revenues from joint business
arrangement 118,246 - 118,246
Collaborative agreement revenues 18,044 - 18,044
Royalty and license fee revenues 289,561 - 289,561
Other revenues 29,201 - 29,201
---------- ---------- -----------
Total revenues 1,723,355 - 1,723,355
---------- ---------- -----------
Operating expenses:
Cost of sales 675,944 - 675,944
Research and development 431,128 - 431,128
Selling, general and
administrative 459,502 - 459,502
Purchased in-process research and
development - (9,629) 9,629
Amortization expense - (84,503) 84,503
Impairment loss on acquired
intangible assets - - -
Other operating expenses 12,844 - 12,844
---------- ---------- -----------
Total operating expenses 1,579,418 (94,132) 1,673,550
---------- ---------- -----------
Income from operations 143,937 94,132 49,805
Loss on disposal of assets (3,247) - (3,247)
Interest expense (26,093) - (26,093)
Interest and other income, net 56,797 - 56,797
Minority interest (1,968) - (1,968)
---------- ---------- -----------
Income from continuing operations
before income taxes 169,426 94,132 75,294
Provision for income taxes 42,357 21,126 21,231
---------- ---------- -----------
Income from continuing operations 127,069 73,006 54,063
========== ========== ===========
Gain from discontinued operations,
net of taxes 24,854 - 24,854
---------- ---------- -----------
Net income $151,923 $73,006 $78,917
========== ========== ===========
Basic earnings per share:
Income from continuing operations $0.68 $0.29
========== ===========
Net income $0.81 $0.42
========== ===========
Diluted earnings per share:
Income from continuing operations $0.67 $0.28
========== ===========
Net income $0.80 $0.41
========== ===========
Shares used in calculating basic
earnings per share 187,545 187,545
========== ===========
Shares used in calculating diluted
earnings per share 190,202 190,202
========== ===========
(3) Adjusted amounts exclude (a) the amortization expense on acquired
intangible assets related to the acquisitions of PathoGenesis,
Chiron Behring, Pulmopharm and PowderJect Pharmaceuticals, (b) an
impairment loss of $14.5 million on acquired intangible assets
from our acquisition of PowderJect Pharmaceuticals related to a
yellow fever vaccine and (c) an impairment loss of $1.1 million on
acquired intangible assets from our acquisition of PowderJect
Pharmaceuticals related to a contract manufacturing agreement.
(4) Adjusted amounts exclude (a) the amortization expense on acquired
intangible assets related to the acquisitions of PathoGenesis,
Chiron Behring, Pulmopharm and PowderJect Pharmaceuticals and (b)
Purchased in-process research and development related to the
Sagres acquisition.
CHIRON CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands)
December December
31, 31,
2005 2004
----------- -----------
Assets
------
Current assets:
Cash, cash equivalents and short-term
investments $686,074 $603,621
Accounts receivable, net of allowances 475,718 402,094
Inventories, net of reserves 231,666 221,154
Other current assets 198,394 167,154
----------- -----------
Total current assets 1,591,852 1,394,023
Non-current investments in marketable debt
securities 722,717 409,421
Property, plant, equipment and leasehold
improvements, net 888,803 799,415
Other non-current assets 1,544,107 1,702,644
----------- -----------
Total assets $4,747,479 $4,305,503
=========== ===========
Liabilities and stockholders' equity
------------------------------------
Current liabilities $564,764 $434,444
Long-term debt 890,945 936,652
Long-term portion of capital lease 156,661 156,952
Non-current unearned revenue 27,359 26,175
Other non-current liabilities 112,828 140,226
Minority interest 10,779 9,350
Stockholders' equity 2,984,143 2,601,704
----------- -----------
Total liabilities and
stockholders' equity $4,747,479 $4,305,503
=========== ===========
CHIRON CORPORATION
SUPPLEMENTAL SCHEDULE OF COMPUTATION OF EARNINGS (LOSS) PER SHARE
(Unaudited)
(In thousands, except per share data)
Three Months Ended
December 31,
2005 2004
------------------- ------------------
Adjusted Actual Adjusted Actual
--------- --------- -------- ---------
Computation for earnings (loss)
per share - continuing
operations
Income (loss) (Numerator):
Income (loss) from continuing
operations $157,842 $138,052 $(7,053) $(23,123)
Plus: Interest on 1.625%
convertible debentures, net
of taxes 1,586 1,586 - -
Plus: Interest on Liquid
Yield Option Notes, net of
taxes 147 147 - -
--------- --------- -------- ---------
Income (loss) from continuing
operations, plus impact from
assumed conversions $159,575 $139,785 $(7,053) $(23,123)
======================================
Shares (Denominator):
Weighted-average common
shares outstanding 190,679 190,679 186,813 186,813
Additional shares from
exercise of right under an
agreement with Novartis (5) 3,448 3,448 - -
Effect of dilutive securities:
Stock options and
equivalents 3,001 3,001 - -
1.625% convertible
debentures 7,306 7,306 - -
Liquid Yield Option Notes 574 574 - -
--------- --------- -------- ---------
Weighted-average common
shares outstanding, plus
impact from assumed
conversions 205,008 205,008 186,813 186,813
======================================
Basic earnings (loss) per share
from continuing operations $0.83 $0.72 $(0.04) $(0.12)
========= ========= ======== =========
Diluted earnings (loss) per
share from continuing
operations $0.78 $0.68 $(0.04) $(0.12)
========= ========= ======== =========
Computation for earnings (loss)
per share - net income (loss)
Income (loss) (Numerator):
Net income (loss) $157,842 $138,052 $(7,053) $(23,123)
Plus: Interest on 1.625%
convertible debentures, net
of taxes 1,586 1,586 - -
Plus: Interest on Liquid
Yield Option Notes, net of
taxes 147 147 - -
--------- --------- -------- ---------
Net income (loss), plus
impact from assumed
conversions $159,575 $139,785 $(7,053) $(23,123)
======================================
Shares (Denominator):
Weighted-average common
shares outstanding 190,679 190,679 186,813 186,813
Additional shares from
exercise of right under an
agreement with Novartis (5) 3,448 3,448 - -
Effect of dilutive securities:
Stock options and
equivalents 3,001 3,001 - -
1.625% convertible
debentures 7,306 7,306 - -
Liquid Yield Option Notes 574 574 - -
--------- --------- -------- ---------
Weighted-average common
shares outstanding, plus
impact from assumed
conversions 205,008 205,008 186,813 186,813
======================================
Basic earnings (loss) per share
from net income $0.83 $0.72 $(0.04) $(0.12)
========= ========= ======== =========
Diluted earnings (loss) per
share from net income $0.78 $0.68 $(0.04) $(0.12)
========= ========= ======== =========
(5) On October 30, 2005 we exercised our right under an agreement with
Novartis (as successor to Ciba-Geigy), dated as of November 20,
1994, as amended, to require Novartis or its affiliate to purchase
shares of our common stock for an aggregate purchase price of
$300.0 million at a per share purchase price of $43.50. On
December 8, 2005, we closed on a sale of $300.0 million in newly
issued shares of our common stock at a price of $43.50 per share
to a subsidiary of Novartis. For purposes of calculating diluted
earnings per share, the issued shares of this transaction are
considered outstanding from October 30, 2005. As a result, the
calculation of diluted earnings per share for the fourth quarter
of 2005 included an additional 3.4 million shares.
CHIRON CORPORATION
SUPPLEMENTAL SCHEDULE OF COMPUTATION OF EARNINGS PER SHARE
(Unaudited)
(In thousands, except per share data)
Year Ended
December 31,
2005 2004
------------------- ------------------
Adjusted Actual Adjusted Actual
--------- --------- --------- --------
Computation for earnings per
share - continuing operations
Income (Numerator):
Income from continuing
operations $253,297 $180,470 $127,069 $54,063
Plus: Interest on 1.625%
convertible debentures, net
of taxes 6,357 6,357 - -
Plus: Interest on Liquid
Yield Option Notes, net of
taxes 586 - - -
--------- --------- --------- --------
Income from continuing
operations, plus impact from
assumed conversions $260,240 $186,827 $127,069 $54,063
======================================
Shares (Denominator):
Weighted-average common
shares outstanding 188,448 188,448 187,545 187,545
Additional shares from
exercise of right under an
agreement with Novartis (6) 1,061 1,061 - -
Effect of dilutive securities:
Stock options and
equivalents 1,887 1,887 2,657 2,657
1.625% convertible
debentures 7,308 7,308 - -
Liquid Yield Option Notes 576 - - -
--------- --------- --------- --------
Weighted-average common
shares outstanding, plus
impact from assumed
conversions 199,280 198,704 190,202 190,202
======================================
Basic earnings per share from
continuing operations $1.34 $0.96 $0.68 $0.29
========= ========= ========= ========
Diluted earnings per share from
continuing operations $1.31 $0.94 $0.67 $0.28
========= ========= ========= ========
Computation for earnings per
share - net income
Income (Numerator):
Net income $253,297 $180,470 $151,923 $78,917
Plus: Interest on 1.625%
convertible debentures, net
of taxes 6,357 6,357 - -
Plus: Interest on Liquid
Yield Option Notes, net of
taxes 586 - - -
--------- --------- --------- --------
Net income, plus impact from
assumed conversions $260,240 $186,827 $151,923 $78,917
======================================
Shares (Denominator):
Weighted-average common
shares outstanding 188,448 188,448 187,545 187,545
Additional shares from
exercise of right under an
agreement with Novartis (6) 1,061 1,061 - -
Effect of dilutive securities:
Stock options and
equivalents 1,887 1,887 2,657 2,657
1.625% convertible
debentures 7,308 7,308 - -
Liquid Yield Option Notes 576 - - -
--------- --------- --------- --------
Weighted-average common
shares outstanding, plus
impact from assumed
conversions 199,280 198,704 190,202 190,202
======================================
Basic earnings per share from
net income $1.34 $0.96 $0.81 $0.42
========= ========= ========= ========
Diluted earnings per share from
net income $1.31 $0.94 $0.80 $0.41
========= ========= ========= ========
(6) On October 30, 2005, we exercised our right under an agreement
with Novartis (as successor to Ciba-Geigy), dated as of November
20, 1994, as amended, to require Novartis or its affiliate to
purchase shares of our common stock for an aggregate purchase
price of $300.0 million at a per share purchase price of $43.50.
On December 8, 2005, we closed on a sale of $300.0 million in
newly issued shares of our common stock at a price of $43.50 per
share to a subsidiary of Novartis. For purposes of calculating
diluted earnings per share, the issued shares of this transaction
are considered outstanding from October 30, 2005. As a result, the
calculation of diluted earnings per share for the year included an
additional 1.1 million shares.
CHIRON CORPORATION
SUPPLEMENTAL REVENUE SUMMARY
(Unaudited)
(In thousands, except percentages)
Current Prior Change
Quarter Quarter from Change
Q4 2005 Q3 2005 Prior QTR %
---------------------------------
Product Sales
Blood Testing
Ortho $9,825 $7,023 $2,802 40%
NAT 72,195 70,677 1,518 2%
---------------------------------
Total Blood Testing 82,020 77,700 4,320 6%
Vaccines
Influenza vaccines 161,955 60,321 101,634 168%
Meningococcal vaccines 8,968 11,635 (2,667) (23)%
Travel vaccines (TBE, Rabies,
Arilvax and Dukoral) 23,722 35,012 (11,290) (32)%
Pediatric/Other vaccines 48,888 45,800 3,088 7%
---------------------------------
Total Vaccines 243,533 152,768 90,765 59%
Biopharmaceuticals
Proleukin 31,259 31,028 231 1%
TOBI 65,199 57,890 7,309 13%
Betaseron(a) 40,545 36,927 3,618 10%
Other 11,025 10,862 163 2%
---------------------------------
Total Biopharmaceuticals 148,028 136,707 11,321 8%
TOTAL PRODUCT SALES, NET $473,581 $367,175 $106,406 29%
=================================
Revenues from joint business
arrangement $33,547 $36,093 $(2,546) (7)%
Collaborative agreement revenues 1,955 3,149 (1,194) (38)%
Royalty and license fee revenues 89,697 70,726 18,971 27%
Other revenues 15,173 2,470 12,703 514%
---------------------------------
TOTAL REVENUES $613,953 $479,613 $134,340 28%
=================================
Gross Margins
Blood Testing 38% 42% (4)%
Vaccines 45% 45% 0%
Biopharmaceuticals 76% 71% 5%
---------------------------
TOTAL GROSS MARGINS 53% 54% (1)%
===========================
----------------------------------------------------------------------
(a) Excludes Betaferon Royalty $14,122 $13,413 $709 5%
----------------------------------------------------------------------
Prior Change
Year from Change
Q4 2004 Prior %
Year
------------------------
Product Sales
Blood Testing
Ortho $7,904 $1,921 24%
NAT 63,705 8,490 13%
------------------------
Total Blood Testing 71,609 10,411 15%
Vaccines
Influenza vaccines 44,015 117,940 268%
Meningococcal vaccines 9,309 (341) (4)%
Travel vaccines (TBE, Rabies, Arilvax and
Dukoral) 21,159 2,563 12%
Pediatric/Other vaccines 57,656 (8,768) (15)%
------------------------
Total Vaccines 132,139 111,394 84%
Biopharmaceuticals
Proleukin 30,713 546 2%
TOBI 53,276 11,923 22%
Betaseron(a) 33,639 6,906 21%
Other 9,091 1,934 21%
------------------------
Total Biopharmaceuticals 126,719 21,309 17%
TOTAL PRODUCT SALES, NET $330,467 $143,114 43%
========================
Revenues from joint business arrangement $25,336 $8,211 32%
Collaborative agreement revenues 3,577 (1,622) (45)%
Royalty and license fee revenues 68,177 21,520 32%
Other revenues 6,838 8,335 122%
------------------------
TOTAL REVENUES $434,395 $179,558 41%
========================
Gross Margins
Blood Testing 40% (2)%
Vaccines 28% 17%
Biopharmaceuticals 70% 6%
------------------
TOTAL GROSS MARGINS 46% 7%
==================
----------------------------------------------------------------------
(a) Excludes Betaferon Royalty $12,798 $1,324 10%
----------------------------------------------------------------------
CHIRON CORPORATION
SUPPLEMENTAL YTD REVENUE SUMMARY
(Unaudited)
(In thousands, except percentages)
Twelve Months Ended Change Change
December 31, from %
Prior
2005 2004 Year
----------------------------------------
Product Sales
Blood Testing
Ortho $31,298 $27,844 $3,454 12%
NAT 273,407 249,809 23,598 9%
----------------------------------------
Total Blood Testing 304,705 277,653 27,052 10%
Vaccines
Influenza vaccines 225,355 153,413 71,942 47%
Meningococcal vaccines 43,361 27,739 15,622 56%
Travel vaccines (TBE,
Rabies, Arilvax and
Dukoral) 147,507 96,864 50,643 52%
Pediatric/Other vaccines 164,308 200,948 (36,640) (18)%
----------------------------------------
Total Vaccines 580,531 478,964 101,567 21%
Biopharmaceuticals
Proleukin 123,549 129,377 (5,828) (5)%
TOBI 232,624 212,876 19,748 9%
Betaseron(a) 142,238 130,572 11,666 9%
Other 37,847 38,861 (1,014) (3)%
----------------------------------------
Total Biopharmaceuticals 536,258 511,686 24,572 5%
TOTAL PRODUCT SALES, NET $1,421,494 $1,268,303 $153,191 12%
========================================
Revenues from joint business
arrangement $136,701 $118,246 $18,455 16%
Collaborative agreement
revenues 13,084 18,044 (4,960) (27)%
Royalty and license fee
revenues 317,006 289,561 27,445 9%
Other revenues 31,394 29,201 2,193 8%
----------------------------------------
TOTAL REVENUES $1,919,679 $1,723,355 $196,324 11%
========================================
Gross Margins
Blood Testing 41% 42% (1)%
Vaccines 31% 23% 8%
Biopharmaceuticals 72% 72% 0%
---------------------------------
TOTAL GROSS MARGINS 48% 47% 1%
=================================
----------------------------------------------------------------------
(a) Excludes Betaferon Royalty $59,955 $51,564 $8,391 16%
----------------------------------------------------------------------
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