Exhibit 99.1
Horizon Therapeutics plc Reports Strong First-Quarter 2020 Financial Results;
Increasing TEPEZZA™ Full-Year 2020 Net Sales Guidance to Greater Than $200 Million
Due to Rapid Uptake; Increasing Full-Year 2020 Net Sales Guidance
— First-Quarter 2020 Net Sales of $355.9 Million Increased 27 Percent;
First-Quarter 2020 GAAP Net Loss of $13.6 Million; Adjusted EBITDA of $107.2 Million —
— Orphan Segment First-Quarter 2020 Net Sales of $245.4 Million, an Increase of 47 Percent;
KRYSTEXXA® First-Quarter 2020 Net Sales of $93.3 Million, an Increase of 78 Percent —
— TEPEZZA (teprotumumab-trbw) First-Quarter 2020 Net Sales of $23.5 Million Driven by
Strong Demand and Launch Execution, Significantly Exceeding Expectations;
Increasing Full-Year 2020 Guidance to Greater Than $200 Million from $30 Million to $40 Million —
— Increasing Full-Year 2020 Net Sales Guidance to $1.40 to $1.45 Billion Driven by Significantly Higher
TEPEZZA Net Sales and Reflecting Anticipated Impacts fromCOVID-19;
Revising Full-Year 2020 Adjusted EBITDA to $450 to $500 Million Guidance Reflecting Increased Investment in TEPEZZA
to Support Higher-Than-Expected Demand, New TEPEZZA Clinical Programs andHZN-825 —
— Acquired Curzion Pharmaceuticals, Inc. and Its Development-Stage Candidate
(RenamedHZN-825) for Diffuse Cutaneous Systemic Sclerosis, a Rare Rheumatic Disease —
— Announcing the Addition of Two New TEPEZZA Pipeline Programs —
— Donated More Than $1.5 Million to SupportCOVID-19 Response Efforts —
— Cash Position of $754.6 Million; Net Leverage of 1.3 Times as of March, 31, 2020 —
DUBLIN–May 6, 2020 – Horizon Therapeutics plc (Nasdaq: HZNP) today announced its first-quarter 2020 financial results. The Company increased its full-year 2020 net sales guidance and revised its adjusted EBITDA guidance.
“We had a very strong start to 2020, highlighted by the early approval and rapid uptake of TEPEZZA, which significantly exceeded expectations, excellent KRYSTEXXA growth and our recent acquisition ofHZN-825,” said Timothy Walbert, chairman, president and chief executive officer, Horizon. “We are increasing our full-year net sales guidance to account for significantly higher TEPEZZA net sales that more than offset the expected impact fromCOVID-19 this year, and we are widening both our net sales and adjusted EBITDA guidance ranges to account for future uncertainty. The fundamentals of our business are strong, including a robust cash position, and we continue to be very well positioned for the long term.”
Walbert continued, “Given the current environment, our priority is to safeguard the health, safety and welfare of patients and our employees, as well as to support our communities in theirCOVID-19 response efforts. I would like to recognize and applaud the tireless efforts of our employees who are helping patients access and maintain therapy, as well as all the healthcare professionals showing such incredible dedication and effort during this challenging time.”
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Financial Highlights
| (in millions except for per share amounts and percentages) | Q1 20 | Q1 19 | % Change | |||||||||
Net sales | $ | 355.9 | $ | 280.4 | 27 | |||||||
Net loss | (13.6 | ) | (32.9 | ) | (59 | ) | ||||||
Non-GAAP net income | 83.2 | 53.9 | 54 | |||||||||
Adjusted EBITDA | 107.2 | 88.4 | 21 | |||||||||
Loss per share - diluted | (0.07 | ) | (0.19 | ) | (62 | ) | ||||||
Non-GAAP earnings per share - diluted | 0.40 | 0.30 | 33 | |||||||||
COVID-19
Horizon is closely monitoring theCOVID-19 pandemic and its impact on the patients who are treated with the Company’s medicines, the communities in which the Company operates and its business. Horizon is making every effort as a company to help minimize the spread ofCOVID-19 and at the same time working to ensure continued patient access to Horizon’s medicines. The Company is maintaining its business operations remotely to protect the health and safety of Horizon employees who are ensuring business continuity and providing support to patients, physicians and partners virtually. The Company continues to closely monitor its supply chain and expects no impact at this time on the supply of its medicines. Horizon has provided more than $1.5 million in financial support forCOVID-19 response efforts in Illinois, Dublin, South San Francisco, Washington D.C. and Canada. Many Horizon employees are also contributing their personal time and financial support to response efforts in line with Horizon’s mission to go to incredible lengths to improve people’s lives.
TEPEZZA Launch Progress
On Jan. 21, 2020, the Company received U.S. Food and Drug Administration (FDA) approval for TEPEZZA for the treatment of thyroid eye disease (TED). TEPEZZA, a fully human monoclonal antibody insulin-like growthfactor-1 receptor(IGF-1R) inhibitor, is the first and onlyFDA-approved medicine for the treatment of TED. The Company initiated the commercial launch of TEPEZZA shortly after obtaining FDA approval. The first-quarter results for TEPEZZA greatly exceeded the Company’s expectations, generating net sales of $23.5 million.
Several factors contributed to the strong TEPEZZA first-quarter results and the Company’s increased full-year expectations:
| • | Severity of Disease: TED is a rare, serious, progressive and vision-threatening autoimmune disease, and is associated with proptosis (eye bulging), diplopia (double vision), blurred vision, pain and facial disfigurement that can significantly impact patients’ quality of life. The severity of the disease is a motivating factor for patients seeking therapy. |
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| • | Pre-Launch Market Education Efforts: In early 2019, the Company initiated itspre-launch disease awareness, market development and market access efforts with the multi-functional field-based teams beginning to engage with key stakeholders in July of 2019. Thepre-launch preparation included educating physicians, payors, sites of care and patients about the acute and debilitating nature of the disease and the urgency to treat. It also involved facilitating post-approval access to TEPEZZA by identifying an infusionsite-of-care referral network and establishing a supportive patient services organization. |
| • | High Volume of Patient and Physician Interest Driven by Commercial Execution: The Company’spre-launch efforts generated significant awareness and interest among physicians and TED patients, which resulted in a significantly higher number of patients beginning therapy than initially expected. Approximately 200 patients started TEPEZZA treatment in the first quarter. |
“The tremendous success of the TEPEZZA launch reflects the potential of TEPEZZA and is a tribute to the strong execution and dedication of our TEPEZZA commercial team,” said Walbert. “Since the beginning of last year, the team has paved the way for launch, establishing a pathway for treatment and driving awareness of TED, the urgency to treat it and its highly debilitating symptoms – symptoms with which patients previously had to live, often for years. This has allowed many more patients to seek and start treatment, which epitomizes Horizon’s commitment to patients and the strength of our commercial strategy and execution.”
Walbert continued, “To maximize the future and long-term potential of TEPEZZA for TED patients, we announced today two new TEPEZZA development programs – one to evaluate TEPEZZA in the fibrotic phase of the disease and another to assess the potential for subcutaneous administration.”
First-Quarter and Recent Company Highlights
| • | Announced New TEPEZZA Pooled Efficacy Data: In March 2020, new pooled efficacy data from the Phase 2 and 3 clinical trials of TEPEZZA were presented at a virtual ENDO 2020 news conference in lieu of the ENDO 2020, the Endocrine Society’s annual meeting, which was cancelled due toCOVID-19. The analysis was conducted to determine if there were any differences in proptosis response to TEPEZZA based on patient demographic characteristics. The results showed that the medicine effectively reduces proptosis in TED patients, regardless of age, gender and smoking status, which are among several risk factors of the disease. |
| • | Expanded the Company’s Pipeline with Acquisition of Development-Stage CandidateHZN-825: On April 1, 2020, the Company completed the acquisition of Curzion Pharmaceuticals, Inc. and its lysophosphatidic acid 1 receptor (LPAR1) antagonist candidate (renamedHZN-825) for the treatment of diffuse cutaneous systemic sclerosis (dcSSc). A positive signal was observed in the8-week placebo-controlled Phase 2a trial and data from the subsequent24-week open-label extension period suggests that longer duration of treatment may demonstrate a meaningful benefit. |
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| • | Launched PROCYSBI® Delayed-Release Oral Granules in Packets: In April 2020, the Company launched PROCYSBI Delayed-Release Oral Granules in Packets after receiving FDA approval in February 2020. The new dosage form provides another administration option in addition to the PROCYSBI capsules for adults and children one year of age and older living with nephropathic cystinosis. The tear-open packets offer a convenient option for cystinosis patients who may have difficulty swallowing or have to administer medication through a gastrostomy tube(G-tube). Additionally, being able to access PROCYSBI granules in tear-open packets may help reduce the burden of managing multiple daily medications often faced by families living with cystinosis. |
| • | Acquired Certain Rights to Proceeds from Future Milestones and Royalties Related to TEPEZZA: In April 2020, in two separate transactions, the Company acquired the rights to proceeds from the future milestones and royalties related to TEPEZZA net sales from each of S.R. One and Lundbeckfond in exchange for an aggregate of $110 million. These transactions relate to the rights to approximately 71 percent of the $225 million in milestone payments due upon achievement of certain TEPEZZA annual worldwide net sales thresholds and approximately 71 percent of the 3 percent royalty tied to the portion of TEPEZZA annual worldwide net sales exceeding $300 million. |
| • | Best Workplace Award: In April 2020, Great Place to Work® andFortuneselected Horizon as one of the 2020 Best Workplaces in Health Care and Biopharma for the third consecutive year. The ranking is based on input from nearly 800,000 employees in the industry and evaluates multiple elements, including the extent to which employees trust leaders, the respect with which people are treated and the fairness of workplace decisions. |
Research and Development Programs
| • | HZN-825 dcSSc Program:HZN-825 is the Company’s LPAR1 antagonist in development for the treatment of dcSSc, a rare, chronic autoimmune disease marked by fibrosis, or skin thickening, in areas including hands, forearms, upper arms and thighs with noFDA-approved treatment options. The Company expects to begin a Phase 2b pivotal trial in the first half of 2021. |
| • | New TEPEZZA Trial in Fibrotic TED: The Company is planning to initiate asingle-arm, open-label trial of TEPEZZA in patients with fibrotic TED (previously referred to as inactive TED). In fibrotic TED, the disease is no longer progressive or inflammatory; however, significant disease manifestations such as proptosis (eye bulging) and diplopia (double vision) remain. |
| • | New Potential TEPEZZA Subcutaneous Administration Program: The Company is planning to initiate a pharmacokinetic trial to explore subcutaneous dosing of TEPEZZA, which is currently administered by infusion. The objective of the trial is to inform the potential for additional administration options for TEPEZZA, which could provide greater flexibility for patients and physicians. |
| • | TEPEZZA dcSSc Exploratory Trial: As part of its evaluation of additional indications for TEPEZZA, the Company is planning to initiate an exploratory trial in dcSSc. The Company expects to initiate the trial by the end of 2020. |
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| • | KRYSTEXXA MIRROR Randomized Clinical Trial: The Company is currently evaluating the coadministration of KRYSTEXXA with methotrexate to increase the complete response rate of KRYSTEXXA in the MIRROR placebo-controlled randomized clinical trial (RCT), initiated in June 2019. The registrational trial is designed to enable the potential submission of results to the FDA to update the prescribing information. The MIRROR RCT follows the initial MIRROR open-label trial completed in 2019 that demonstrated a 79 percent complete response rate for patients using KRYSTEXXA with methotrexate. The 79 percent response rate is nearly double the 42 percent response rate in the KRYSTEXXA Phase 3 clinical program, which evaluated KRYSTEXXA alone. The combination was also well tolerated in the MIRROR open-label trial. Methotrexate is the immunomodulator most used by rheumatologists and has been shown to reduce anti-drug antibody formation to biologic therapies when used in conjunction with these therapies. The MIRROR RCT is approximately 80 percent enrolled and the Company expects to complete enrollment in the second half of 2020 with data available in 2021. |
| • | KRYSTEXXA PROTECT Trial in Kidney Transplant Patients with Uncontrolled Gout: |
The Company is evaluating the effect of KRYSTEXXA on serum uric acid levels in kidney transplant patients with uncontrolled gout in its PROTECT open-label clinical trial, initiated in October 2019. Kidney transplant patients have more than a tenfold increase in the prevalence of gout when compared to the general population, and literature suggests that persistently high serum uric acid levels can be associated with organ rejection. Managing uncontrolled gout is one of the most common and significant unmet needs of kidney transplant patients.
| • | KRYSTEXXA Shorter-Infusion Duration Trial: The Company is planning to initiate an open-label trial to evaluate the impact of administering KRYSTEXXA over a significantly shorter infusion duration. Currently, KRYSTEXXA is infused over atwo-hour or longer timeframe. A shorter infusion duration could meaningfully improve the experience and convenience for patients, physicians and sites of care. The Company expects to initiate the trial by the end of 2020. |
| • | Next-Generation Programs for Uncontrolled Gout: The Company is pursuing early-stage development programs for next-generation biologics for uncontrolled gout to support and sustain the Company’s market leadership in this area. These includeHZN-003 andHZN-007, as well as a collaboration with HemoShear Therapeutics, LLC, to discover new targets for gout. |
First-Quarter Financial Results
Note: For additional detail and reconciliation ofnon-GAAP financial measures to the most directly comparable GAAP financial measures, please refer to the tables at the end of this release.
| • | Net Sales: First-quarter 2020 net sales were $355.9 million, an increase of 27 percent. |
| • | Gross Profit: Under U.S. GAAP, the first-quarter 2020 gross profit ratio was 72.6 percent compared to 68.6 percent in the first quarter of 2019. The first-quarter 2020non-GAAP gross profit ratio was 90.0 percent compared to 89.8 percent in the first quarter of 2019. |
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| • | Operating Expenses: First-quarter 2020 research and development (R&D) expenses were 7.6 percent of net sales and selling, general and administrative (SG&A) expenses were 69.6 percent of net sales.Non-GAAP R&D expenses were 5.8 percent of net sales, andnon-GAAP SG&A expenses were 54.2 percent of net sales. |
| • | Income Tax Rate: The first-quarter 2020 income tax rate on a GAAP basis was 58.3 percent and the income tax expense rate on anon-GAAP basis was 12.8 percent. |
| • | Net Income (Loss): On a GAAP basis, first-quarter 2020 net loss was $13.6 million. First-quarter 2020non-GAAP net income was $83.2 million. |
| • | Adjusted EBITDA: First-quarter 2020 adjusted EBITDA was $107.2 million. |
| • | Earnings (Loss) per Share: On a GAAP basis, diluted loss per share (EPS) in the first quarter of 2020 and 2019 were $0.07 and $0.19, respectively.Non-GAAP diluted earnings per share in the first quarter of 2020 and 2019 were $0.40 and $0.30, respectively. Weighted average shares outstanding used for calculating GAAP andnon-GAAP diluted earnings per share in the first quarter of 2020 were 190.1 million and 213.1 million, respectively. |
First-Quarter Segment Results
Management uses net sales and segment operating income to evaluate the performance of the Company’s two segments, the orphan segment and the inflammation segment. While segment operating income contains certain adjustments to the directly comparable GAAP figures in the Company’s consolidated financial results, it is considered to be prepared in accordance with GAAP for purposes of presenting the Company’s segment operating results. Prior to the first quarter of 2020, the two operating segments were the orphan and rheumatology segment, which included RAYOS®, and the inflammation segment. Beginning with the first quarter of 2020, RAYOS was moved to the inflammation segment and the orphan and rheumatology segment was renamed the orphan segment.
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Orphan Segment
| (in millions except for percentages) | Q1 20 | Q1 19 | % Change | |||||||||
KRYSTEXXA® | 93.3 | 52.3 | 78 | |||||||||
RAVICTI® | 61.2 | 49.9 | 23 | |||||||||
PROCYSBI® | 38.3 | 39.6 | (3 | ) | ||||||||
ACTIMMUNE® | 26.5 | 21.7 | 22 | |||||||||
TEPEZZATM | 23.5 | — | NM | |||||||||
BUPHENYL® | 2.3 | 2.8 | (16 | ) | ||||||||
QUINSAIRTM | 0.3 | 0.2 | 64 | |||||||||
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Orphan Net Sales | $ | 245.4 | $ | 166.5 | 47 | |||||||
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Orphan Segment Operating Income | $ | 54.4 | $ | 36.7 | 48 | |||||||
| • | First-quarter 2020 net sales of the orphan segment, the Company’s strategic growth segment, were $245.4 million, an increase of 47 percent over the prior year’s quarter, driven by and strong continued growth of KRYSTEXXA and RAVICTI, as well as the launch of TEPEZZA. |
| • | First-quarter 2020 orphan segment operating income was $54.4 million, which includes significant investment spend associated with the commercial launch of TEPEZZA. |
Inflammation Segment
| (in millions except for percentages) | Q1 20 | Q1 19 | % Change | |||||||||
PENNSAID 2%® | 41.6 | 50.2 | (17 | ) | ||||||||
DUEXIS® | 31.3 | 29.5 | 6 | |||||||||
VIMOVO®(1) | 19.4 | 14.0 | 38 | |||||||||
RAYOS® | 18.2 | 19.4 | (6 | ) | ||||||||
MIGERGOT®(2) | — | 0.8 | NM | |||||||||
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Inflammation Net Sales | $ | 110.5 | $ | 113.9 | (3 | ) | ||||||
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Inflammation Segment Operating Income | $ | 51.9 | $ | 51.4 | 1 | |||||||
| (1) | On Feb. 27, 2020, Dr. Reddy’s Laboratory initiated anat-risk launch of generic VIMOVO in the United States. |
| (2) | In June 2019, the Company divested the rights to MIGERGOT. |
| • | First-quarter 2020 net sales of the inflammation segment were $110.5 million and segment operating income was $51.9 million. |
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Cash Flow Statement and Balance Sheet Highlights
| • | On a GAAP basis in the first quarter of 2020, cash used in operating activities was $62.6 million. On anon-GAAP basis, cash used in operating activities was $62.4 million. |
| • | The Company had cash and cash equivalents of $754.6 million as of March 31, 2020. |
| • | As of March 31, 2020, the total principal amount of debt outstanding was $1.418 billion, consisting of $418 million in senior secured term loans due 2026, $600 million of senior notes due 2027 and $400 million of exchangeable senior notes due 2022. As of March 31, 2020, net debt was $663.4 million and thenet-debt-to-last-12-months adjusted EBITDA leverage (net leverage) ratio was 1.3 times. The Company has no maintenance covenants on its debt. |
Revised 2020 Guidance
The Company now expectsfull-year 2020 net sales to range between $1.40 billion and $1.45 billion, an increase from the previous range of $1.40 billion to $1.42 billion, reflecting the significant increase in full-year TEPEZZA net sales guidance, offset by the current estimated impact ofCOVID-19 on its medicines. The Company now expects TEPEZZA full-year net sales of greater than $200 million, compared to the previous guidance of $30 million to $40 million. Full-year 2020 adjusted EBITDA is now expected to range between $450 million and $500 million, revised from the previous guidance range of $485 million to $500 million and reflects increased investment in TEPEZZA to support higher-than-expected demand, new TEPEZZA clinical programs and HZN-825. The updated guidance assumes that healthcare activity begins to return in the second half of 2020.
Webcast
At 8 a.m. EST / 1 p.m. IST today, the Company will host a live webcast to review its financial and operating results and provide a general business update. The live webcast and a replay may be accessed athttp://ir.horizontherapeutics.com. Please connect to the Company’s website at least 15 minutes prior to the live webcast to ensure adequate time for any software download that may be needed to access the webcast. A replay of the webcast will be available approximately two hours after the live webcast.
About Horizon
Horizon is focused on researching, developing and commercializing medicines that address critical needs for people impacted by rare and rheumatic diseases. Our pipeline is purposeful: we apply scientific expertise and courage to bring clinically meaningful therapies to patients. We believe science and compassion must work together to transform lives. For more information on how we go to incredible lengths to impact lives, please visitwww.horizontherapeutics.com and follow us onTwitter,LinkedIn,Instagram andFacebook.
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Note Regarding Use ofNon-GAAP Financial Measures
EBITDA, or earnings before interest, taxes, depreciation and amortization, and adjusted EBITDA are used and provided by Horizon asnon-GAAP financial measures. Horizon provides certain other financial measures such asnon-GAAP net income,non-GAAP diluted earnings per share,non-GAAP gross profit and gross profit ratio,non-GAAP operating expenses,non-GAAP operating income,non-GAAP tax rate,non-GAAP operating cash flow, net leverage ratio and net debt, each of which include adjustments to GAAP figures. Thesenon-GAAP measures are intended to provide additional information on Horizon’s performance, operations, expenses, profitability and cash flows. Adjustments to Horizon’s GAAP figures as well as EBITDA exclude acquisition and/or divestiture-related expenses, charges related to the discontinuation of ACTIMMUNE development for Friedreich’s ataxia, gain or loss from sale of assets, upfront, progress and milestone payments related to license and collaboration agreements, litigation settlements, loss on debt extinguishment, costs of debt refinancing, drug manufacturing harmonization costs, restructuring and realignment costs, the income tax effect onpre-taxnon-GAAP adjustments and othernon-GAAP income tax adjustments, as well asnon-cash items such as share-based compensation, depreciation and amortization,non-cash interest expense, long-lived asset impairment charges and othernon-cash adjustments. Certain other special items or substantive events may also be included in thenon-GAAP adjustments periodically when their magnitude is significant within the periods incurred. Horizon maintains an establishednon-GAAP cost policy that guides the determination of what costs will be excluded innon-GAAP measures. Horizon believes that thesenon-GAAP financial measures, when considered together with the GAAP figures, can enhance an overall understanding of Horizon’s financial and operating performance. Thenon-GAAP financial measures are included with the intent of providing investors with a more complete understanding of the Company’s historical and expected 2020 financial results and trends and to facilitate comparisons between periods and with respect to projected information. In addition, thesenon-GAAP financial measures are among the indicators Horizon’s management uses for planning and forecasting purposes and measuring the Company’s performance. For example, adjusted EBITDA is used by Horizon as one measure of management performance under certain incentive compensation arrangements. Thesenon-GAAP financial measures should be considered in addition to, and not as a substitute for, or superior to, financial measures calculated in accordance with GAAP. Thenon-GAAP financial measures used by the Company may be calculated differently from, and therefore may not be comparable to,non-GAAP financial measures used by other companies. Horizon has not provided a reconciliation of its full-year 2020 adjusted EBITDA outlook to an expected net income (loss) outlook because certain items such as acquisition/divestiture-related expenses and share-based compensation that are a component of net income (loss) cannot be reasonably projected due to the significant impact of changes in Horizon’s stock price, the variability associated with the size or timing of acquisitions/divestitures and other factors. These components of net income (loss) could significantly impact Horizon’s actual net income (loss).
Forward-Looking Statements
This press release contains forward-looking statements, including, but not limited to, statements related to Horizon’s full-year 2020 net sales and adjusted EBITDA guidance; expected financial performance and operating results in future periods, including potential growth in net sales of certain of Horizon’s medicines; development plans; expected timing of clinical trials, studies and regulatory submissions; potential market opportunity for and benefits of Horizon’s medicines and medicine candidates; and business and other statements that are not historical facts. These forward-looking statements are based on Horizon’s current expectations and inherently involve significant risks and uncertainties. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of these risks and uncertainties, which include, without limitation, risks that Horizon’s actual future financial and operating results may differ from its expectations or goals; Horizon’s
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ability to grow net sales from existing medicines; impacts of theCOVID-19 pandemic and actions taken to slow its spread, including impacts on sales of Horizon’s medicines and potential delays in clinical trials; the availability of coverage and adequate reimbursement and pricing from government and third-party payers; risks relating to Horizon’s ability to successfully implement its business strategies; risks inherent in developing novel medicine candidates and existing medicines for new indications; risks associated with regulatory approvals; risks in the ability to recruit, train and retain qualified personnel; competition, including potential generic competition; the ability to protect intellectual property and defend patents; regulatory obligations and oversight, including any changes in the legal and regulatory environment in which Horizon operates and those risks detailed fromtime-to-time under the caption “Risk Factors” and elsewhere in Horizon’s filings and reports with the SEC. Horizon undertakes no duty or obligation to update any forward-looking statements contained in this press release as a result of new information.
Contacts:
| Investors: | U.S. Media: | |
| Tina Ventura | Geoff Curtis | |
| Senior Vice President, | Executive Vice President, | |
| Investor Relations | Corporate Affairs & Chief Communications Officer | |
| investor-relations@horizontherapeutics.com | media@horizontherapeutics.com | |
| Ruth Venning | Ireland Media: | |
| Executive Director, | Ray Gordon | |
| Investor Relations | Gordon MRM | |
| investor-relations@horizontherapeutics.com | ray@gordonmrm.ie | |
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Horizon Therapeutics plc
Condensed Consolidated Statements of Operations (Unaudited)
(in thousands, except share and per share data)
| Three Months Ended March 31, | ||||||||
| 2020 | 2019 | |||||||
Net sales | $ | 355,909 | $ | 280,371 | ||||
Cost of goods sold | 97,416 | 88,142 | ||||||
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Gross profit | 258,493 | 192,229 | ||||||
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OPERATING EXPENSES: | ||||||||
Research and development | 27,209 | 21,725 | ||||||
Selling, general and administrative | 247,775 | 172,299 | ||||||
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Total operating expenses | 274,984 | 194,024 | ||||||
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Operating loss | (16,491 | ) | (1,795 | ) | ||||
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OTHER EXPENSE, NET: | ||||||||
Interest expense, net | (17,344 | ) | (27,530 | ) | ||||
Loss on debt extinguishment | — | (5,586 | ) | |||||
Foreign exchange gain (loss) | 776 | (61 | ) | |||||
Other income, net | 442 | 189 | ||||||
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Total other expense, net | (16,126 | ) | (32,988 | ) | ||||
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Loss before benefit for income taxes | (32,617 | ) | (34,783 | ) | ||||
Benefit for income taxes | (19,026 | ) | (1,920 | ) | ||||
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Net loss | $ | (13,591 | ) | $ | (32,863 | ) | ||
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Net loss per ordinary share - basic and diluted | $ | (0.07 | ) | $ | (0.19 | ) | ||
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Weighted average ordinary shares outstanding - basic and diluted | 190,072,112 | 172,789,209 | ||||||
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Horizon Therapeutics plc
Condensed Consolidated Balance Sheets (Unaudited)
(in thousands, except share data)
| As of | ||||||||
| March 31, 2020 | December 31, 2019 | |||||||
ASSETS | ||||||||
CURRENT ASSETS: | ||||||||
Cash and cash equivalents | $ | 754,638 | $ | 1,076,287 | ||||
Restricted cash | 3,624 | 3,752 | ||||||
Accounts receivable, net | 425,405 | 408,685 | ||||||
Inventories, net | 68,170 | 53,802 | ||||||
Prepaid expenses and other current assets | 161,903 | 143,577 | ||||||
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Total current assets | 1,413,740 | 1,686,103 | ||||||
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Property and equipment, net | 142,420 | 30,159 | ||||||
Developed technology, net | 1,745,625 | 1,698,808 | ||||||
Other intangible assets, net | 3,619 | 3,820 | ||||||
Goodwill | 413,669 | 413,669 | ||||||
Deferred tax assets, net | 552,722 | 555,165 | ||||||
Other assets | 42,925 | 48,310 | ||||||
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Total assets | $ | 4,314,720 | $ | 4,436,034 | ||||
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LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
CURRENT LIABILITIES: | ||||||||
Accounts payable | $ | 50,124 | $ | 21,514 | ||||
Accrued expenses | 205,988 | 235,234 | ||||||
Accrued trade discounts and rebates | 336,320 | 466,421 | ||||||
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Total current liabilities | 592,432 | 723,169 | ||||||
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LONG-TERM LIABILITIES: | ||||||||
Exchangeable notes, net | 356,551 | 351,533 | ||||||
Long-term debt, net | 1,001,809 | 1,001,308 | ||||||
Deferred tax liabilities, net | 89,721 | 94,247 | ||||||
Other long-term liabilities | 85,868 | 80,328 | ||||||
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Total long-term liabilities | 1,533,949 | 1,527,416 | ||||||
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COMMITMENTS AND CONTINGENCIES | ||||||||
SHAREHOLDERS’ EQUITY: | ||||||||
Ordinary shares, $0.0001 nominal value; 600,000,000 shares authorized at March 31, 2020 and December 31, 2019, 190,962,613 and 188,402,040 shares issued at March 31, 2020 and December 31, 2019, respectively, and 190,578,247 and 188,017,674 shares outstanding at March 31, 2020 and December 31, 2019, respectively | 19 | 19 | ||||||
Treasury stock, 384,366 ordinary shares at March 31, 2020 and December 31, 2019 | (4,585 | ) | (4,585 | ) | ||||
Additionalpaid-in capital | 2,814,408 | 2,797,602 | ||||||
Accumulated other comprehensive loss | (2,230 | ) | (1,905 | ) | ||||
Accumulated deficit | (619,273 | ) | (605,682 | ) | ||||
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|
|
| |||||
Total shareholders’ equity | 2,188,339 | 2,185,449 | ||||||
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| |||||
Total liabilities and shareholders’ equity | $ | 4,314,720 | $ | 4,436,034 | ||||
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| |||||
| Horizon Therapeutics plc | 12 |
Horizon Therapeutics plc
Condensed Consolidated Statements of Cash Flows (Unaudited)
(in thousands)
| Three Months Ended March 31, | ||||||||
| 2020 | 2019 | |||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
Net loss | $ | (13,591 | ) | $ | (32,863 | ) | ||
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ||||||||
Depreciation and amortization expense | 65,741 | 58,891 | ||||||
Equity-settled share-based compensation | 56,421 | 27,548 | ||||||
Loss on debt extinguishment | — | 5,586 | ||||||
Amortization of debt discount and deferred financing costs | 5,569 | 5,851 | ||||||
Deferred income taxes | (2,082 | ) | 1,502 | |||||
Foreign exchange and other adjustments | (190 | ) | 404 | |||||
Changes in operating assets and liabilities: | ||||||||
Accounts receivable | (16,869 | ) | 60,769 | |||||
Inventories | (14,444 | ) | (847 | ) | ||||
Prepaid expenses and other current assets | (24,953 | ) | 111 | |||||
Accounts payable | 28,551 | 6,416 | ||||||
Accrued trade discounts and rebates | (129,940 | ) | (50,904 | ) | ||||
Accrued expenses | (28,087 | ) | (21,336 | ) | ||||
Deferred revenues | — | (67 | ) | |||||
Othernon-current assets and liabilities | 11,281 | (4,893 | ) | |||||
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| |||||
Net cash (used in) provided by operating activities | (62,593 | ) | 56,168 | |||||
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| |||||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
Payments for acquisition | (105,200 | ) | — | |||||
Change in escrow deposit for property purchase | 6,000 | — | ||||||
Purchases of property and equipment | (119,004 | ) | (1,849 | ) | ||||
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| |||||
Net cash used in investing activities | (218,204 | ) | (1,849 | ) | ||||
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| |||||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
Net proceeds from the issuance of ordinary shares | — | 327,750 | ||||||
Repayment of term loans | — | (300,000 | ) | |||||
Proceeds from the issuance of ordinary shares in connection with stock option exercises | 7,050 | 10,042 | ||||||
Payment of employee withholding taxes relating to share-based awards | (46,664 | ) | (17,171 | ) | ||||
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| |||||
Net cash (used in) provided by financing activities | (39,614 | ) | 20,621 | |||||
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| |||||
Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash | (1,366 | ) | (518 | ) | ||||
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| |||||
Net (decrease) increase in cash, cash equivalents and restricted cash | (321,777 | ) | 74,422 | |||||
Cash, cash equivalents and restricted cash, beginning of the period(1) | 1,080,039 | 962,117 | ||||||
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| |||||
Cash, cash equivalents and restricted cash, end of the period(1) | $ | 758,262 | $ | 1,036,539 | ||||
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| |||||
| (1) | Amounts include restricted cash balance in accordance with ASUNo. 2016-18. Cash and cash equivalents excluding restricted cash are shown on the balance sheet. |
| Horizon Therapeutics plc | 13 |
Horizon Therapeutics plc
GAAP toNon-GAAP Reconciliations
Net Income and Earnings Per Share (Unaudited)
(in thousands, except share and per share data)
| Three Months Ended March 31, | ||||||||
| 2020 | 2019 | |||||||
GAAP net loss | $ | (13,591 | ) | $ | (32,863 | ) | ||
Non-GAAP adjustments: | ||||||||
Acquisition/divestiture-related costs | (6 | ) | 1,345 | |||||
Restructuring and realignment costs | — | 20 | ||||||
Amortization andstep-up: | ||||||||
Intangible amortization expense | 58,575 | 57,417 | ||||||
Inventorystep-up expense | — | 115 | ||||||
Amortization of debt discount and deferred financing costs | 5,569 | 5,912 | ||||||
Share-based compensation | 56,421 | 27,548 | ||||||
Depreciation | 7,165 | 1,473 | ||||||
Upfront, progress and milestone payments related to license and collaboration agreements | — | 2,000 | ||||||
Fees related to refinancing activities | 54 | 142 | ||||||
Loss on debt extinguishment | — | 5,586 | ||||||
Drug substance harmonization costs | 290 | 80 | ||||||
Charges relating to discontinuation of Friedreich’s ataxia program | — | (79 | ) | |||||
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|
|
| |||||
Total ofpre-taxnon-GAAP adjustments | 128,068 | 101,559 | ||||||
Income tax effect ofpre-taxnon-GAAP adjustments | (31,262 | ) | (14,751 | ) | ||||
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| |||||
Total ofnon-GAAP adjustments | 96,806 | 86,808 | ||||||
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| |||||
Non-GAAP Net Income | $ | 83,215 | $ | 53,945 | ||||
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| |||||
Non-GAAP Earnings Per Share: | ||||||||
Weighted average ordinary shares - Basic | 190,072,112 | 172,789,209 | ||||||
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| |||||
Non-GAAP Earnings Per Share - Basic: | ||||||||
GAAP loss per share - Basic | $ | (0.07 | ) | $ | (0.19 | ) | ||
Non-GAAP adjustments | 0.51 | 0.50 | ||||||
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| |||||
Non-GAAP earnings per share - Basic | $ | 0.44 | $ | 0.31 | ||||
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|
| |||||
Non-GAAP Net Income | 83,215 | 53,945 | ||||||
Effect of assumed conversion of Exchangeable Senior Notes, net of tax | 1,875 | — | ||||||
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| |||||
Numerator -non-GAAP Net Income | 85,090 | 53,945 | ||||||
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| |||||
Weighted average ordinary shares - Diluted | ||||||||
Weighted average ordinary shares - Basic | 190,072,112 | 172,789,209 | ||||||
Ordinary share equivalents | 22,984,847 | 7,496,024 | ||||||
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| |||||
Denominator - weighted average ordinary shares – Diluted | 213,056,959 | 180,285,233 | ||||||
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| |||||
Non-GAAP Earnings Per Share - Diluted | ||||||||
GAAP loss per share - Diluted | $ | (0.07 | ) | $ | (0.19 | ) | ||
Non-GAAP adjustments | 0.51 | 0.50 | ||||||
Diluted earnings per share effect of ordinary share equivalents | (0.04 | ) | (0.01 | ) | ||||
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| |||||
Non-GAAP earnings per share - Diluted | $ | 0.40 | $ | 0.30 | ||||
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| |||||
| Horizon Therapeutics plc | 14 |
Horizon Therapeutics plc
GAAP toNon-GAAP Reconciliations
EBITDA (Unaudited)
(in thousands)
| Three Months Ended March 31, | ||||||||
| 2020 | 2019 | |||||||
GAAP net loss | $ | (13,591 | ) | $ | (32,863 | ) | ||
Depreciation | 7,165 | 1,473 | ||||||
Amortization andstep-up: | ||||||||
Intangible amortization expense | 58,575 | 57,417 | ||||||
Inventorystep-up expense | — | 115 | ||||||
Interest expense, net (including amortization of debt discount and deferred financing costs) | 17,344 | 27,530 | ||||||
Benefit for income taxes | (19,026 | ) | (1,920 | ) | ||||
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|
| |||||
EBITDA | $ | 50,467 | $ | 51,752 | ||||
|
|
|
| |||||
Othernon-GAAP adjustments: | ||||||||
Acquisition/divestiture-related costs | (6 | ) | 1,345 | |||||
Restructuring and realignment costs | — | 20 | ||||||
Share-based compensation | 56,421 | 27,548 | ||||||
Upfront, progress and milestone payments related to license and collaboration agreements | — | 2,000 | ||||||
Fees related to refinancing activities | 54 | 142 | ||||||
Loss on debt extinguishment | — | 5,586 | ||||||
Drug substance harmonization costs | 290 | 80 | ||||||
Charges relating to discontinuation of Friedreich’s ataxia program | — | (79 | ) | |||||
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| |||||
Total of othernon-GAAP adjustments | 56,759 | 36,642 | ||||||
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| |||||
Adjusted EBITDA | $ | 107,226 | $ | 88,394 | ||||
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| |||||
| Horizon Therapeutics plc | 15 |
Horizon Therapeutics plc
GAAP toNon-GAAP Reconciliations
Operating Income (Unaudited)
(in thousands)
| Three Months Ended March 31, | ||||||||
| 2020 | 2019 | |||||||
GAAP operating loss | $ | (16,491 | ) | $ | (1,795 | ) | ||
Non-GAAP adjustments: | ||||||||
Acquisition/divestiture-related costs | 284 | 1,202 | ||||||
Restructuring and realignment costs | — | 20 | ||||||
Amortization andstep-up: | ||||||||
Intangible amortization expense | 58,575 | 57,417 | ||||||
Inventorystep-up expense | — | 115 | ||||||
Share-based compensation | 56,421 | 27,548 | ||||||
Depreciation | 7,165 | 1,473 | ||||||
Upfront, progress and milestone payments related to license and collaboration agreements | — | 2,000 | ||||||
Fees related to refinancing activities | 54 | 142 | ||||||
Drug substance harmonization costs | 290 | 80 | ||||||
Charges relating to discontinuation of Friedreich’s ataxia program | — | (79 | ) | |||||
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| |||||
Total ofnon-GAAP adjustments | 122,789 | 89,918 | ||||||
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| |||||
Non-GAAP operating income | $ | 106,298 | $ | 88,123 | ||||
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| |||||
Orphan segment operating income | 54,356 | 36,704 | ||||||
Inflammation segment operating income | 51,942 | 51,419 | ||||||
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| |||||
Total segment operating income | $ | 106,298 | $ | 88,123 | ||||
Foreign exchange gain/(loss) | 776 | (61 | ) | |||||
Other income, net | 152 | 332 | ||||||
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| |||||
Adjusted EBITDA | $ | 107,226 | $ | 88,394 | ||||
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| |||||
| Horizon Therapeutics plc | 16 |
Horizon Therapeutics plc
GAAP toNon-GAAP Reconciliations
Gross Profit and Operating Cash Flow (Unaudited)
(in thousands, except percentages)
| Three Months Ended March 31, | ||||||||
| 2020 | 2019 | |||||||
Non-GAAP Gross Profit: | ||||||||
GAAP gross profit | $ | 258,493 | $ | 192,229 | ||||
Non-GAAP gross profit adjustments: | ||||||||
Acquisition/divestiture-related costs | — | 1,114 | ||||||
Intangible amortization expense | 58,374 | 57,218 | ||||||
Inventorystep-up expense | — | 115 | ||||||
Share-based compensation | 2,689 | 1,040 | ||||||
Depreciation | 328 | 159 | ||||||
Drug substance harmonization costs | 290 | 80 | ||||||
Charges relating to discontinuation of Friedreich’s ataxia program | — | (79 | ) | |||||
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| |||||
Total ofNon-GAAP adjustments | 61,681 | 59,647 | ||||||
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| |||||
Non-GAAP gross profit | $ | 320,174 | $ | 251,876 | ||||
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| |||||
GAAP gross profit % | 72.6 | % | 68.6 | % | ||||
Non-GAAP gross profit % | 90.0 | % | 89.8 | % | ||||
GAAP cash (used in) provided by operating activities | $ | (62,593 | ) | $ | 56,168 | |||
Cash payments for acquisition/divestiture-related costs | (17 | ) | 353 | |||||
Cash payments for restructuring and realignment costs | 95 | 2,043 | ||||||
Cash payments for upfront, progress and milestone payments related to license and collaboration agreement | — | 2,000 | ||||||
Cash payments drug substance harmonization costs | — | 647 | ||||||
Cash payments for discontinuation of Friedreich’s ataxia program | — | 930 | ||||||
Cash payments relating to refinancing activities | 73 | 9 | ||||||
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Non-GAAP operating cash flow | $ | (62,442 | ) | $ | 62,150 | |||
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| Horizon Therapeutics plc | 17 |
Horizon Therapeutics plc
GAAP toNon-GAAP Reconciliations
EBITDA (Unaudited)
(in thousands)
| Twelve Months Ended December 31, | ||||
| 2019 | ||||
GAAP net income | $ | 573,020 | ||
Depreciation | 6,733 | |||
Amortization andstep-up: | ||||
Intangible amortization expense | 230,424 | |||
Inventorystep-up expense | 89 | |||
Interest expense, net (including amortization of debt discount and deferred financing costs) | 87,089 | |||
Benefit for income taxes | (593,244 | ) | ||
|
| |||
EBITDA | $ | 304,111 | ||
|
| |||
Othernon-GAAP adjustments: | ||||
Acquisition/divestiture-related costs | 3,556 | |||
Restructuring and realignment costs | 237 | |||
Share-based compensation | 91,215 | |||
Litigation settlements | 1,000 | |||
Upfront, progress and milestone payments related to | ||||
license and collaboration agreements | 9,073 | |||
Fees related to refinancing activities | 2,292 | |||
Loss on debt extinguishment | 58,835 | |||
Drug substance harmonization costs | 457 | |||
Charges relating to discontinuation of Friedreich’s ataxia program | 1,076 | |||
Gain on sale of assets | 10,963 | |||
|
| |||
Total of othernon-GAAP adjustments | 178,704 | |||
|
| |||
Adjusted EBITDA | $ | 482,815 | ||
|
| |||
| Horizon Therapeutics plc | 18 |
Horizon Therapeutics plc
Net Debt Reconciliation (Unaudited)
(in thousands)
| As of | ||||||||
| March 31, 2020 | December 31, 2019 | |||||||
Long-term debt, net of current | $ | 1,001,809 | $ | 1,001,308 | ||||
Exchangeable notes, net | 356,551 | 351,533 | ||||||
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| |||||
Total Debt | 1,358,360 | 1,352,841 | ||||||
Debt discount | 54,567 | 59,922 | ||||||
Deferred financing fees | 5,099 | 5,263 | ||||||
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| |||||
Total Principal Amount of Debt | 1,418,026 | 1,418,026 | ||||||
Less: cash and cash equivalents | 754,638 | 1,076,287 | ||||||
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| |||||
Net Debt | $ | 663,388 | $ | 341,739 | ||||
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| Horizon Therapeutics plc | 19 |
Horizon Therapeutics plc
GAAP toNon-GAAP Tax Rate Reconciliation (Unaudited)
(in millions, except percentages and per share amounts)
| Q1 2020 | ||||||||||||||||||||
| Pre-tax Net (Loss) Income | Income Tax (Benefit) Expense | Tax Rate | Net Income (Loss) | Diluted Earnings (Loss) Per Share | ||||||||||||||||
As reported - GAAP | $ | (32.6 | ) | $ | (19.0 | ) | 58.3 | % | $ | (13.6 | ) | $ | (0.07 | ) | ||||||
Non-GAAP adjustments | 128.1 | 31.3 | 96.8 | |||||||||||||||||
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Non-GAAP | $ | 95.5 | $ | 12.2 | 12.8 | % | $ | 83.2 | $ | 0.40 | ||||||||||
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| Q1 2019 | ||||||||||||||||||||
| Pre-tax Net (Loss) Income | Income Tax (Benefit) Expense | Tax Rate | Net Income (Loss) | Diluted Earnings (Loss) Per Share | ||||||||||||||||
As reported - GAAP | $ | (34.8 | ) | $ | (1.9 | ) | 5.5 | % | $ | (32.9 | ) | $ | (0.19 | ) | ||||||
Non-GAAP adjustments | 101.6 | 14.8 | 86.8 | |||||||||||||||||
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| |||||||||||
Non-GAAP | $ | 66.8 | $ | 12.8 | 19.2 | % | $ | 53.9 | $ | 0.30 | ||||||||||
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| Horizon Therapeutics plc | 20 |
Horizon Therapeutics plc
Certain Income Statement Line Items -Non-GAAP Adjusted
For the Three Months Ended March 31, 2020
(Unaudited)
| COGS | Research & Development | Selling, General & Administrative | Interest Expense | Other Expense | Income Tax Benefit (Expense) | |||||||||||||||||||
GAAP as reported | $ | (97,416 | ) | $ | (27,209 | ) | $ | (247,775 | ) | $ | (17,344 | ) | $ | 442 | $ | 19,026 | ||||||||
Non-GAAP Adjustments (in thousands): | ||||||||||||||||||||||||
Acquisition/divestiture-related costs(1) | — | — | 284 | — | (290 | ) | — | |||||||||||||||||
Amortization andstep-up: | ||||||||||||||||||||||||
Intangible amortization expense(2) | 58,374 | — | 201 | — | — | — | ||||||||||||||||||
Amortization of debt discount and deferred financing costs(3) | — | — | — | 5,569 | — | — | ||||||||||||||||||
Share-based compensation(4) | 2,689 | 6,376 | 47,356 | — | — | — | ||||||||||||||||||
Depreciation(5) | 328 | 25 | 6,812 | — | — | — | ||||||||||||||||||
Fees related to refinancing activities(6) | — | — | 54 | — | — | — | ||||||||||||||||||
Drug substance harmonization costs(7) | 290 | — | — | — | — | — | ||||||||||||||||||
Income tax effect onpre-taxnon-GAAP adjustments(8) | — | — | — | — | — | (31,262 | ) | |||||||||||||||||
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| |||||||||||||
Total ofnon-GAAP adjustments | 61,681 | 6,401 | 54,707 | 5,569 | (290 | ) | (31,262 | ) | ||||||||||||||||
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Non-GAAP | $ | (35,735 | ) | $ | (20,808 | ) | $ | (193,068 | ) | $ | (11,775 | ) | $ | 152 | $ | (12,236 | ) | |||||||
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| |||||||||||||
Horizon Therapeutics plc
Certain Income Statement Line Items -Non-GAAP Adjusted
For the Three Months Ended March 31, 2019
(Unaudited)
| COGS | Research & Development | Selling, General & Administrative | Loss on Debt Extinguishment | Interest Expense | Other Income, net | Income Tax Benefit (Expense) | ||||||||||||||||||||||
GAAP as reported | $ | (88,142 | ) | $ | (21,725 | ) | $ | (172,299 | ) | $ | (5,586 | ) | $ | (27,530 | ) | $ | 189 | $ | 1,920 | |||||||||
Non-GAAP Adjustments (in thousands): | ||||||||||||||||||||||||||||
Acquisition/divestiture-related costs(1) | 1,114 | 1 | 87 | — | — | 143 | — | |||||||||||||||||||||
Restructuring and realignment costs(9) | — | — | 20 | — | — | — | — | |||||||||||||||||||||
Amortization andstep-up: | ||||||||||||||||||||||||||||
Intangible amortization expense(2) | 57,218 | — | 198 | — | — | — | — | |||||||||||||||||||||
Inventorystep-up expense | 115 | — | — | — | — | — | — | |||||||||||||||||||||
Amortization of debt discount and deferred financing costs(3) | — | — | — | — | 5,912 | — | ||||||||||||||||||||||
Share-based compensation(4) | 1,040 | 2,636 | 23,873 | — | — | — | — | |||||||||||||||||||||
Depreciation(5) | 159 | — | 1,314 | — | — | — | — | |||||||||||||||||||||
Upfront, progress and milestone payments related to license and collaboration agreements(10) | — | 2,000 | — | — | — | — | — | |||||||||||||||||||||
Loss on debt extinguishment(11) | — | — | — | 5,586 | — | — | — | |||||||||||||||||||||
Fees related to refinancing activities(6) | — | — | 142 | — | — | — | — | |||||||||||||||||||||
Drug substance harmonization costs(7) | 80 | — | — | — | — | — | — | |||||||||||||||||||||
Charges relating to discontinuation of Friedreich’s ataxia program(12) | (79 | ) | — | — | — | — | — | — | ||||||||||||||||||||
Income tax effect onpre-taxnon-GAAP adjustments(8) | — | — | — | — | — | — | (14,751 | ) | ||||||||||||||||||||
|
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|
| |||||||||||||||
Total ofnon-GAAP adjustments | 59,647 | 4,637 | 25,634 | 5,586 | 5,912 | 143 | (14,751 | ) | ||||||||||||||||||||
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Non-GAAP | $ | (28,495 | ) | $ | (17,088 | ) | $ | (146,665 | ) | $ | — | $ | (21,618 | ) | $ | 332 | $ | (12,831 | ) | |||||||||
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| Horizon Therapeutics plc | 21 |
NOTES FOR CERTAIN INCOME STATEMENT LINE ITEMS -NON-GAAP
| 1. | Represents expenses, including legal and consulting fees, incurred in connection with our acquisitions and divestitures. Costs recovered from subleases of acquired facilities and reimbursed expenses incurred under transition arrangements for divestitures are also reflected in this line item. |
| 2. | Intangible amortization expenses are associated with our intellectual property rights, developed technology and customer relationships related to KRYSTEXXA, RAVICTI, PROCYSBI, ACTIMMUNE, BUPHENYL, TEPEZZA, RAYOS, PENNSAID 2%, VIMOVO and MIGERGOT. |
| 3. | Represents amortization of debt discount and deferred financing costs associated with our debt. |
| 4. | Represents share-based compensation expense associated with our stock option, restricted stock unit and performance stock unit grants to our employees andnon-employee directors, and our employee share purchase plan. |
| 5. | Represents depreciation expense related to our property, equipment, software and leasehold improvements. |
| 6. | Represents arrangement and other fees relating to our refinancing activities. |
| 7. | During the year ended Dec., 2016, we entered into a definitive agreement to acquire certain rights to interferongamma-1b, marketed as IMUKIN in an estimated thirty countries primarily in Europe and the Middle East, or the IMUKIN purchase agreement. We already owned the rights to interferongamma-1b marketed as ACTIMMUNE in the United States, Canada and Japan. In connection with the IMUKIN purchase agreement, we also committed to pay our contract manufacturer certain amounts related to the harmonization of the manufacturing processes for ACTIMMUNE and IMUKIN drug substance, or the harmonization program. At the time we entered into the IMUKIN purchase agreement and the harmonization program commitment was made, we had anticipated achieving certain benefits should the Phase 3 clinical trial evaluating ACTIMMUNE for the treatment of Friedreich’s ataxia (FA), be successful. If the study had been successful and if U.S. marketing approval had subsequently been obtained, we had forecasted significant increases in demand for the medicine and the harmonization program would have resulted in significant benefits for us. Following our discontinuation of the FA program, we determined that certain assets, including an upfront payment related to the IMUKIN purchase agreement, were impaired, and the costs under the harmonization program would no longer have benefit to us and should be expensed as incurred. |
| 8. | Income tax adjustments onpre-taxnon-GAAP adjustments represent the estimated income tax impact of eachpre-taxnon-GAAP adjustment based on the statutory income tax rate of the applicable jurisdictions for eachnon-GAAP adjustment. |
| Horizon Therapeutics plc | 22 |
| 9. | Represents expenses, including severance costs and consulting fees, related to restructuring and realignment activities. |
| 10. | During the three months ended March 31, 2019, we recorded an upfront cash payment of $2.0 million in relation to the collaboration agreement with HemoShear. |
| 11. | During the three months ended March 31, 2019, we recorded a loss on debt extinguishment of $5.6 million in the condensed consolidated statement of comprehensive loss, which reflects thewrite-off of the deferred financing and debt discount fees related to the $300.0 million term loan repayment. |
| 12. | Represents expenses incurred relating to discontinuation of FA program and a reduction to previous charges recorded. |
| Horizon Therapeutics plc | 23 |