SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period Commission File Number 0-27698
ended March 31, 1999
CHIREX INC.
(Exact name of registrant as specified in its charter)
DELAWARE 04-3296309
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
300 Atlantic Street
Suite 402
Stamford, Connecticut 06901
(Address of principle executive officer) (Zip Code)
(203) 351-2300
(Registrant's telephone number, including area code)
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
filing requirements for the past 90 days.
Yes X No
----- -----
Number of shares outstanding of the issuer's classes of common stock as of April
27, 1999
Class Number of Shares Outstanding
- -------------------------------------- ----------------------------
Common Stock, par value $.01 per share 14,784,304
1
CHIREX INC.
INDEX
Page Number
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets
December 31, 1998 and March 31, 1999 3
Consolidated Statements of Operations
for the three months ended March 31, 1998 and 1999 4
Consolidated Statements of Comprehensive Operations
for the three months ended March 31, 1998 and 1999 4
Consolidated Statements of Cash Flows for the
three months ended March 31, 1998 and 1999 5
Notes to Consolidated Interim Financial Statements 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 7
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 10
Item 2. Changes in Securities and Use of Proceeds 10
Item 3. Defaults Upon Senior Securities 10
Item 4. Submission of Matters to a Vote of Security Holders. 10
Item 5. Other Information 10
Item 6. Exhibits and Reports on Form 8-K 10
SIGNATURE 11
This Quarterly Report on Form 10-Q contains "forward-looking
statements" within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934, as amended. These
forward-looking statements are subject to a number of risks and uncertainties,
many of which are beyond the Company's control. Forward-lookings statements are
typically identified by the words "believe," "expect," "anticipate," "intent,
"estimate," "plan" and similar expressions.
Actual results could differ materially from those contemplated by these
forward-looking statements as a result of factors ("Cautionary Statements") such
as product development and market acceptance risks, product manufacturing risk,
the impact of competitive products and pricing, the results of current and
future licensing and other collaborative relationships, the results of financing
efforts, developments regarding intellectual property rights and litigation,
risks of product non-approval or delays or post-approval reviews by the U.S.
Food and Drug Administration or foreign regulatory authorities and those
described under "Risk Factors" on page 26 of our Annual Report on Form 10-K for
the year ended December 31, 1998.
In light of these risks and uncertainties, there can be no assurance
that the results and events contemplated by the forward-looking information
contained in this Quarterly Report will in fact transpire. Readers are cautioned
not to place undue reliance on these forward-looking statements. ChiRex does not
undertake any obligation to update or revise any forward-looking statements. All
subsequent written or oral forward-looking statements attributable to ChiRex or
persons acting on behalf of ChiRex are expressly qualified in their entirety by
the Cautionary Statements.
2
PART I - FINANCIAL INFORMATION
ITEM 1
FINANCIAL STATEMENTS
CHIREX INC.
CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31, 1998 AND MARCH 31, 1999
(dollars in thousands except per-share amounts)
December 31, March 31,
1998 1999
------------- -------------
(unaudited)
ASSETS
Current Assets:
Cash $ 128 $ 17,564
Trade and other receivables 16,285 20,099
Inventories 32,295 30,205
Other current assets 4,012 6,440
------------- -------------
Total current assets 52,720 74,308
Property, plant and equipment, net 154,070 153,987
Intangible assets, net 26,398 26,107
Other non-current assets 5,350 3,772
------------- -------------
Total assets $238,538 $258,174
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 15,123 $ 16,795
Accrued expenses 17,122 14,393
Current portion of long-term debt 14,756 14,311
Income taxes payable 389 629
------------- -------------
Total current liabilities 47,390 46,128
Long-term debt 76,544 42,934
Deferred income taxes 10,640 11,762
Capital lease obligation - 1,880
Deferred income 6,751 6,413
------------- -------------
Total liabilities 141,325 109,117
------------- -------------
Commitments and Contingencies
Stockholders' equity:
Preferred stock ($0.01 par value, 4,000,000 authorized
none issued and outstanding in 1998 and 1999) - -
Common stock ($0.01 par value, 30,000,000 shares authorized,
11,881,377 and 14,777,704 shares issued and outstanding on
December 31, 1998 and March 31, 1999, respectively) 119 148
Additional paid-in capital 102,354 153,801
Retained earnings (9,243) (6,336)
Cumulative translation adjustment 3,983 1,444
------------- -------------
Total stockholders' equity 97,213 149,057
============= =============
Total liabilities and stockholders' equity $238,538 $258,174
============= =============
The accompanying notes are an integral part of the consolidated financial
statements.
3
ChiRex Inc.
Consolidated Statements of Operations and
Consolidated Statements of Comprehensive Operations
(unaudited)
(in thousands, except per-share amounts)
Three-Months Ended
March 31
--------------------------------------
1998 1999
------------------ ---------------
Revenues:
Product sales $ 23,601 $ 34,080
License fees and royalty income 57 100
------------------ ---------------
Total revenues 23,658 34,180
Cost of goods sold (19,302) (22,799)
------------------- ---------------
Gross margin 4,356 11,381
Selling, general and administrative (3,126) (3,325)
Research and development (1,201) (1,321)
------------------ ---------------
Operating profit 29 6,735
Interest expense, net (1,404) (2,021)
Amortization of goodwill (291) (291)
------------------ ---------------
Income before income taxes (1,666) 4,423
(Provision) benefit for income taxes 570 (1,516)
------------------ ---------------
Net income (loss) $ (1,096) $ 2,907
================== ===============
Weighted average common shares outstanding:
Basic 11,797 12,092
================== ===============
Diluted 11,797 12,772
================== ===============
Net income (loss) per common share:
Basic $ (0.09) $ 0.24
================== ===============
Diluted $ (0.09) $ 0.23
================== ===============
Consolidated Statements of Comprehensive Operations
Three-Months Ended
March 31
--------------------------------------
1998 1999
------------------ ---------------
Net income (loss) $ (1,096) $ 2,907
Change in cumulative translation adjustment 795 (2,539)
------------------ ---------------
Comprehensive net income (loss) $ (301) $ 368
================== ===============
The accompanying notes are an integral part of the consolidated financial
statements.
4
CHIREX INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 1998 AND 1999
(unaudited)
(in thousands)
Three Months Ended
March 31
---------------------------------
1998 1999
-------------- -------------
Cash flows from operating activities:
Net income (loss) $ (1,096) $ 2,907
Adjustments to reconcile net income (loss) to cash provided
by operating activities:
Depreciation & amortization 3,045 3,750
Deferred tax provision (benefit) 437 1,565
Changes in assets and liabilities:
Receivables (4,048) (4,347)
Inventories 191 1,115
Other current assets 516 (1,082)
Accounts payable and accrued expenses 1,713 (678)
Income taxes payable (1,034) 187
Deferred income 1,745 (417)
-------------- -------------
Net cash provided from operating activities 1,469 3,000
-------------- -------------
Cash flows from investing activities:
Capital expenditures (5,969) (7,588)
-------------- -------------
Net cash used in investing activities (5,969) (7,588)
-------------- -------------
Cash flows from financing activities:
Borrowings (payments) on revolving credit and term loan facilities, net 1,919 (31,474)
Proceeds from sale and leaseback - 2,061
Proceeds from exercise of stock options 112 269
Issuance of common stock, net - 51,206
-------------- -------------
Net cash provided from financing activities 2,031 22,062
-------------- -------------
Effect of exchange rate changes on cash 69 (38)
-------------- -------------
Net increase (decrease) in cash (2,400) 17,436
Cash at beginning of period 5,347 128
-------------- -------------
Cash at end of period $ 2,947 $ 17,564
============== =============
The accompanying notes are an integral part of the consolidated financial
statements.
5
CHIREX INC.
NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
1. Nature of Operations and Principles of Consolidation
Nature of Operations
Introduction
ChiRex Inc. (the "Company" or "ChiRex") is an integrated outsourcing company
that provides an extensive range of services to pharmaceutical and life science
companies. The Company's services span a broad range of outsourcing services
sought by our customers from the early stages of drug development, from post-
discovery to full-scale manufacture of active ingredients. Specifically the
Company provides contract process research and development and pharmaceutical
fine chemical manufacturing services and offers our customers access to our
extensive portfolio of proprietary technologies. The Company's contract
manufacturing services developed over the past thirty years, include process
research and development, hazard evaluation, analytical methods development,
clinical quantity production and pilot-scale and commercial-scale manufacturing
at its world-class, current Good Manufacturing Practices ("cGMP") facilities in
Boston, Massachusetts, Dudley, England and Annan, Scotland. In addition we
utilize our proprietary technologies to solve problems for our customers and
reduce drug development time.
Principles of Consolidation
The interim financial statements, in the opinion of management, reflect all
adjustments (including normal recurring adjustments) necessary for a fair
presentation of the results for the interim periods ended March 31,1999 and
1998. The results of operations for the interim period are not necessarily
indicative of the results of operations expected for the fiscal year.
2. Net Income (Loss) per Common Share
Basic income (loss) per common share for the first quarter ended March 31,
1998 and 1999 were computed by dividing the net income (loss) by the weighted
average shares outstanding during the period in accordance with Statement of
Financial Accounting Standards No. 128, Earnings per Share. Since the effect of
the assumed exercise of stock options of 444,000 shares for the first quarter of
1998 were anti-dilutive, basic and diluted loss per common share as presented on
the statement of operations are the same. In the first quarter of 1999, the
impact of assumed exercise of stock options are included in diluted shares
outstanding. Using the Treasury Stock method, the Company calculates the
potential dilution from stock options at the average market stock price during
the period based on the assumption that all stock options are exercised and
simultaneously the proceeds of exercise are used to acquire the Company's Stock.
Since the effect of assumed exercise of options for 112,500 shares for the
first quarter of 1999 were anti-dilutive they were not considered in determining
diluted income per common share.
3. Stock Offering
In March 1999, the Company consummated the sale of 2,875,000 shares of its
common stock issued to the public. On March 24, 1999, the Company issued
2,500,000 shares of the Company's common stock to the public at $19.00 per share
and received $44.4 million in proceeds net of underwriters discount and
expenses. In connection with the sale, the Company granted the underwriters a 30
day option to purchase up to 375,000 additional shares of the Company's common
stock on the same terms to cover over allotments. On March 30, 1999, the
underwriters exercised their option and the Company issued 375,000 shares of its
common stock and received proceeds of $6.8 million, net of underwriters
discount. The total net proceeds of $51.2 million were utilized to pay down
existing revolving credit borrowings outstanding of $28.4 million ((pound)17.4
million) on March 26, 1999 and repay $7.1 million ((pound)4.4 million) of term-
loan borrowings on March 31, 1999. The remainder of the proceeds were held in
cash and overnight investments at March 31, 1999.
6
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis should be read in conjunction with the
historical consolidated financial statements and the notes thereto included
elsewhere herein.
Introduction
ChiRex Inc. (the "Company" or "ChiRex") serves the outsourcing needs of
the largest pharmaceutical and life science companies in the world by providing
contract process research and development and pharmaceutical fine chemical
manufacturing services and by offering its customers access to the Company's
extensive portfolio of proprietary technologies. The Company's contract
manufacturing services developed over the past thirty years, include process
research and development, hazard evaluation, analytical methods development,
clinical quantity production and pilot-scale and commercial-scale manufacturing
at its world-class, current Good Manufacturing Practices ("cGMP") facilities in
Boston, Massachusetts, Dudley, England and Annan, Scotland. In addition we
utilize our proprietary technologies to solve problems for our customers and
reduce drug development time. Beginning in the first quarter of 1999, the
company will operate the ChiRex Technology Center in Boston, Massachusetts to
enable its customers to better exploit its proprietary technologies.
Substantially all of the Company's revenues and expenses are denominated in
Great Britain pounds sterling, and to prepare the Company's financial statements
such amounts are translated into U.S. dollars at average exchange rates in
accordance with generally accepted accounting principles.
Results of Operations
Three-month period ended March 31, 1998 and 1999
Total revenues increased $10.5 million, or 44.5% to $34.2 million in the
first quarter of 1999, from $23.7 million in the comparable period in 1998.
Revenues from commercial scale activities increased to $30.1 million or 38.7%
from $21.7 million in the comparable period in 1998 as new products came on
stream, while revenues from technology development activities increased to $4.1
million from $1.8 million in the comparable period in 1998.
Cost of goods sold increased to $3.5 million, or 18.1% to $22.8 million in
the first quarter of 1999, from $19.3 million in 1998. This increase is due
primarily to the higher volume of new product sales and the effect of the
increased utilization of the Annan facility in the first quarter of 1999. As a
result of the above factors, gross margin percentage in the first quarter of
1999 increased to 33.3% from 18.4% in 1998.
Research and development expenses increased $0.1 million, or 10.0% to $1.3
million in the first quarter of 1999. This increase was due mainly to the cost
of additional research chemists and pilot plant costs to support the new product
pipeline. The Company expects research and development expenses to increase in
the second quarter as the Technology Center commences operation.
Selling, general and administrative expenses increased $0.2 million or 6.4%,
to $3.3 million in the first quarter of 1999 from $3.1 million last year. This
increase is due primarily to expenses associated with the formation of the
ChiRex Technology Center.
Interest expense was $2.0 million in the first quarter of 1999 compared to
$1.4 million in the first quarter of 1998. This is a result of higher borrowing
levels resulting from capital improvement projects and higher borrowing rates.
Interest expense is expected to decline in the second quarter of 1999 as a
result of lower borrowing levels as proceeds from the
7
March 1999 stock offering were used to reduce debt outstanding.
Income tax expense was $1.5 million in 1999, an effective tax rate of
34.3%, compared to a tax benefit of $0.6 million in 1998, an effective tax rate
of 34.2%.
As a result of the factors described above, the Company reported a net
income of $2.9 million in the first quarter of 1999 compared to a net loss of
$1.1 million for the comparable prior-year period.
Liquidity and Capital Resources
Historically, the Company's primary sources of funding have been cash flow
from operations, sales of its common stock and borrowings under its revolving
credit and term loan facilities. In March 1999, the Company consummated the sale
of 2,875,000 shares of its common stock issued to the public. This resulted in
net proceeds to the Company of $51.2 million. The Company used the proceeds from
the stock offering to repay borrowings outstanding under the revolving credit
facility and to partially repay a portion of the term-loan facility.
Cash provided from operating activities was $3.0 million in 1999 or $1.5
million greater than 1998 due to the increased profitablility during the
quarter.
Net cash used in investing activities in the first three months of 1999 was
$7.6 million compared to $6.0 million in the same period of 1998. Capital
spending of $7.6 million in 1999 includes expenditures to complete the
modification of the Annan facility to a multi-product pharmaceutical fine
chemical manufacturing facility, for plant maintenance at both the Annan and
Dudley sites, and spending at the ChiRex Technology Center associated with its
start up.
Net cash provided from financing activities for the first three months of
1999 of $22.1 million is primarily the result of net proceeds from the stock
offering of $51.2 million. The funding of $2.1 million received in a sale-
leaseback transaction, offset by the repayment of borrowings outstanding under
the Company's revolving credit facility and repayment of $7.1 million of the
Company's term loan.
The Company expects to satisfy its cash requirements, including the
requirements of its subsidiaries, through internally generated cash and
borrowings. As of March 31, 1999 the Company had approximately $35.4 million
((pound)22.0 million) of availability under its revolving credit facility.
Year 2000 Disclosure
The Company has dedicated internal resources to identify and resolve "Year
2000" compliance issues with respect to computer systems and applications
utilized by the Company. The Company has also engaged external resources,
including hiring an independent consulting firm, and will purchase necessary
computer software upgrades to become year 2000 compliant. The Company will
develop comprehensive testing procedures once necessary software and equipment
have been installed to validate year 2000 compliance. The Company is
implementing a year 2000 compliant management information system at its Annan
facility in connection with its business plans for this location. The Company's
plan is to implement these systems at the Company's other locations, including
the Dudley facility, in 1999. The Company expects to spend approximately $7.1
million on systems and equipment, which are year 2000 compliant and will expense
these costs in accordance with current accounting guidance.
The Company believes that the systems at two of the three production
facilities at Annan are year 2000 compliant. At present, the Company is not
utilizing the third production facility at Annan. In the event that the Company
commences operations at this third facility, it expects to spend approximately
$1.0 million upgrading the facility's computer systems and applications and will
expense these costs in accordance with current accounting guidance.
No assurance can be given that the year 2000 compliance issues will be
resolved without any future disruption or that the Company will not incur
significant additional expense in resolving the issue. In addition, the failure
of certain
8
of the Company's significant suppliers and customers to address the year 2000
compliance issues could have a material adverse effect on the company.
Contingency plans have been addressed for all major computer systems and
applications, and they include manual capability of certain business areas if
necessary, and the controlled shutdown and start-up of the manufacturing plant
for a minimum period of days during the date change. The approach, methodology,
plans, and contingencies for internal processes have been reviewed by our
independent computer consultant and are subject to further development and
testing. With regards to external factors such as supply of raw materials,
access to funds and potential utility disruption, the Company's contingency
plans are at a preliminary stage and require further development.
Foreign Currency
The Company currently expects that sales of its products outside the United
States will continue to be a substantial percentage of its net sales. The
Company believes it has a natural cash currency hedge because its operating
expenses and revenues tend to be denominated in matched currencies. Also the
Company has partly offset foreign currency-denominated assets with foreign
currency-denominated liabilities.
Financial results of the Company could be adversely or beneficially affected
by fluctuations in foreign exchange rates. Fluctuations in the value of foreign
currencies will affect the U.S. dollar value of the Company's net investment in
its foreign subsidiaries, with related effects included in a separate component
of stockholders' equity titled Cumulative Translation Adjustments. Operating
results of foreign subsidiaries are translated into U.S. dollars at average
monthly exchange rates and balance sheet amounts are translated at period-end
exchange rates. In addition, the U.S. dollar value of transactions based in
foreign currency also fluctuates with exchange rates. The Company expects that
the largest foreign currency exposure will result from activity in Great Britain
pounds sterling and Euros.
9
PART II - OTHER INFORMATION
ITEM 1. Legal Proceedings
-----------------
-NONE-
ITEM 2. Changes in Securities and Use of Proceeds
-----------------------------------------
See Note 3 of Notes to Consolidated Interim Financial Statements
ITEM 3. Defaults Upon Senior Securities
-------------------------------
-NONE-
ITEM 4. Submission of Matters to a vote of Security Holders
---------------------------------------------------
-NONE-
ITEM 5. Other Information
-----------------
-NONE-
ITEM 6. Exhibit and Reports on Form 8-K
-------------------------------
-NONE-
10
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CHIREX INC.
Date April 29, 1999 By
-----------------------------
Jon E. Tropsa
Vice President, Finance
EXHIBIT INDEX
Exhibit Number Description
- -------------- -----------
27 Financial Data Schedule
12