Exhibit 99.1
International Headquarters
4787 Levy Street
Montreal, Quebec, H4R 2P9
Phone: 514.744.6792
Fax: 514.744.6272
Contact Information:
Laurie W. Little
949-461-6002
laurie.little@valeant.com
VALEANT PHARMACEUTICALS REPORTS
2012 THIRD QUARTER FINANCIAL RESULTS
| • | | 2012 Third Quarter Total Revenue $884 million |
| • | | Organic growth (same store sales) was approximately 14% |
| • | | Pro forma organic growth was approximately 12% |
| • | | 2012 Third Quarter GAAP EPS $0.02; Cash EPS $1.15 |
| • | | 2012 Third Quarter GAAP Cash Flow from Operations was $167 million; Adjusted Cash Flow from Operations was $241 million |
| • | | Updated Guidance for 2012: |
| • | | Narrowing Cash EPS guidance for the fourth quarter to $1.30 to $1.35, which excludes new interest expense of $0.12 from $2.75 billion Medicis related financing |
| • | | Previous Guidance for the fourth quarter was $1.25 to $1.45 Cash EPS |
| • | | Lowering Adjusted Cash Flow from Operations from greater than $1.4 billion to $1.2 to $1.3 billion due to the increased investment in working capital |
Montreal, Quebec— November 2, 2012 — Valeant Pharmaceuticals International, Inc. (NYSE: VRX) (TSX: VRX) announces third quarter financial results for 2012.
“The third quarter results again demonstrate our ability to deliver strong growth and profitability,” said J. Michael Pearson, chairman and chief executive officer. “We are very pleased with the third quarter’s double-digit organic growth and record Cash EPS. Our U.S. Dermatology business had an outstanding quarter, the trends in our U.S. Neurology and Other business are clearly improving, and our businesses outside the U.S. continue to perform strongly. This continued strength in our base business, coupled with the potential approval of efinaconazole (IDP-108) and the pending acquisition of Medicis, should provide us with a solid foundation to deliver strong continued growth in 2013 and beyond.”
Business Performance
Valeant’s business continued to perform well in the third quarter of 2012 with all businesses achieving results within or above expectations. Same store organic growth was approximately 14% and pro forma organic growth was approximately 12% for the third quarter of 2012 (See Table 6). Total revenue was $884.1 million in the third quarter of 2012, as compared to $600.6 million in the third quarter of 2011, an increase of 47%. Product sales were $856.9 million in the third quarter of 2012, as compared to $570.4 million in the year-ago quarter, an increase of 50%.
Valeant’s base business also continued to deliver strong organic growth. Particularly positive was Valeant’s U.S. Dermatology business, which continued its exceptional growth performance in the third quarter. Key contributors to organic growth included Zovirax®, Elidel®, Retin-A Micro®, Acanya® and CeraVe®.
Our U.S. Neurology and Other portfolio declined slightly in the quarter, but the rate of decline improved significantly, reflecting the diminishing impact of the year over year negative impact from generic competitors of Wellbutrin XL®, Ultram® ER and Cardizem® CD. Excluding these products, the remaining U.S. Neurology and Other segment increased 9% (same store sales), as compared to the third quarter of 2011. We expect that this segment will return to positive organic growth in 2013.
The Canadian and Australian segment delivered negative organic growth this quarter, as expected, due to the rapid genericization of Cesamet® in Canada that began in March 2012. Excluding Cesamet, the Canadian and Australian segment delivered 12% organic growth (same store sales).
Finally, our Emerging Markets segment provided pro forma organic growth of 9%, primarily driven by our operations in Latin America and South East Asia/South Africa. While overall market rates in Central and Eastern Europe slowed, our European operations significantly outperformed and delivered organic growth levels well above the market.
Financial Performance
The Company reported net income of $7.6 million for the third quarter of 2012, or $0.02 per diluted share. On a Cash EPS basis, adjusted income was $357.5 million, or $1.15 per diluted share.
GAAP cash flow from operations was $166.8 million in the third quarter of 2012, and adjusted cash flow from operations was $241.2 million. Cash flow was negatively impacted by an increase in accounts receivable principally due to sequential revenue growth as compared to the second quarter, and the strong seasonal sales in the month of September, primarily in U.S. Dermatology and Europe; the Wellbutrin XL litigation settlement costs of $37.7 million; and restructuring charges from our acquisitions.
The Company’s cost of goods sold (COGS) was $219.7 million in the third quarter of 2012. After backing out the fair value adjustment to inventory, amortization expense and other items related to acquisitions of $20.0 million, COGS represented 23% of product sales. COGS for the third quarter of 2012 were positively impacted by the strong growth in our U.S. Dermatology segment which has a lower COGS profile than other segments.
Selling, General and Administrative expenses were $188.7 million in the third quarter of 2012, which includes a $9.1 million step-up in stock based compensation expenses related to the acquisition of Legacy Valeant. Excluding the step-up in stock based compensation, SG&A was approximately 20% of revenue. Research and Development expenses were $19.2 million in the third quarter of 2012, or approximately 2% of revenue.
2012 Guidance
The Company is updating previous 2012 Guidance from $4.55 to $4.75 Cash EPS, or $1.25 to $1.45 Cash EPS for the fourth quarter 2012, to $4.60 — $4.65 Cash EPS, or $1.30 to $1.35 Cash EPS for the fourth quarter of 2012, which excludes the interest expense of $0.12 Cash EPS from the $2.75 billion Medicis related financing. Valeant is lowering 2012 adjusted cash flow from operations expectations from greater than $1.4 billion to $1.2 to $1.3 billion due to increased investment in working capital associated with the growth in emerging markets, asset deals which require an investment in working capital post-closing, and plant consolidations including the closing of the Bourdon facility in Canada and the exiting of a legacy Valeant contract manufacturer in Puerto Rico. Valeant is maintaining prior guidance of total revenue in the range of $3.4 to $3.6 billion.
Conference Call and Webcast Information
The Company will host a conference call and a live Internet webcast along with a slide presentation today at 8:00 a.m. ET (5:00 a.m. PT), November 2, 2012 to discuss its third quarter financial results for 2012. The dial-in number to participate on this call is (877) 281-0402, confirmation code 39252322. International callers should dial (631) 813-4869, confirmation code 39252322. A replay will be available approximately two hours following the conclusion of the conference call through November 9, 2012 and can be accessed by dialing (855) 859-2056, or (404) 537-3406, confirmation code 39252322. The live webcast of the conference call may be accessed through the investor relations section of the Company’s corporate website atwww.valeant.com.
About Valeant
Valeant Pharmaceuticals International, Inc. (NYSE/TSX:VRX) is a multinational specialty pharmaceutical company that develops, manufactures and markets a broad range of pharmaceutical products primarily in the areas of dermatology, neurology and branded generics. More information about Valeant can be found atwww.valeant.com.
Forward-looking Statements
This press release may contain forward-looking statements, including, but not limited to, statements regarding the closing of the Medicis acquisitions, the approval of efinaconazole (IDP-108), future results and performance and financial guidance, including expected revenue and adjusted cash flow from operations and anticipated Cash EPS for 2012 and the fourth quarter of 2012. Forward-looking statements may generally be identified by the use of the words “anticipates,” “expects,” “intends,” “plans,” “should,” “could,” “would,” “may,” “will,” “believes,” “estimates,” “potential,” “target”, or “continue” and variations or similar expressions. These statements are based upon the current expectations and beliefs of management and are subject to certain risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. These risks and uncertainties include, but are not limited to, risks and uncertainties discussed in the Company’s most recent annual or quarterly report and detailed from time to time in Valeant’s other filings with the Securities and Exchange Commission and the Canadian Securities Administrators, which factors are incorporated herein by reference. Readers are cautioned not to place undue reliance on any of these forward-looking statements. These forward-looking statements speak only as of the date hereof. Valeant undertakes no obligation to update any of these forward-looking statements to reflect events or circumstances after the date of this press release or to reflect actual outcomes.
Note on Guidance
The guidance contained in this press release is only effective as of the date given, November 2, 2012, and will not be updated or confirmed until the Company publicly announces updated or affirmed guidance.
Non-GAAP Information
To supplement the financial measures prepared in accordance with generally accepted accounting principles (GAAP), the company uses non-GAAP financial measures that exclude certain items, such as amortization of inventory step-up, amortization of alliance product assets & pp&e step up, stock-based compensation step-up, contingent consideration fair value adjustments, restructuring, acquisition-related and other costs, acquired in-process research and development (“IPR&D”), legal settlements outside the ordinary course of business, the impact of currency fluctuations, amortization and other non-cash charges, amortization of deferred financing costs, debt discounts and ASC 470-20 (FSP APB 14-1) interest, loss on extinguishment of debt, (gain) loss on assets held for sale/impairment, net, (gain) loss on investments, net, and adjusts tax expense to cash taxes. Management uses non-GAAP financial measures internally for strategic decision making, forecasting future results and evaluating current performance. By disclosing non-GAAP financial measures, management intends to
provide investors with a meaningful, consistent comparison of the company’s core operating results and trends for the periods presented. Non-GAAP financial measures are not prepared in accordance with GAAP. Therefore, the information is not necessarily comparable to other companies and should be considered as a supplement to, not a substitute for, or superior to, the corresponding measures calculated in accordance with GAAP.
Financial Tables follow.
###
Valeant Pharmaceuticals International, Inc.
Condensed Consolidated Statement of Income
For the Three and Nine Months Ended September 30, 2012 and 2011
| | | | | | | | | | | | | | | | |
| | Three Months Ended September 30, | | | Nine Months Ended September 30, | |
(In thousands, except per share data) | | 2012 | | | 2011 | | | 2012 | | | 2011 | |
Product sales | | $ | 856,892 | | | $ | 570,423 | | | $ | 2,363,226 | | | $ | 1,600,879 | |
Alliance and royalty | | | 12,248 | | | | 22,471 | | | | 148,348 | | | | 146,873 | |
Service and other(a) | | | 15,000 | | | | 7,690 | | | | 48,759 | | | | 27,245 | |
| | | | | | | | | | | | | | | | |
Total revenues | | | 884,140 | | | | 600,584 | | | | 2,560,333 | | | | 1,774,997 | |
| | | | | | | | | | | | | | | | |
Cost of goods sold (exclusive of amortization of intangible assets shown separately below) | | | 219,670 | | | | 162,568 | | | | 646,395 | | | | 501,767 | |
Cost of services | | | 10,582 | | | | 3,078 | | | | 36,640 | | | | 9,683 | |
Cost of alliances | | | — | | | | — | | | | 68,820 | | | | 30,735 | |
Selling, general and administrative (“SG&A”) | | | 188,660 | | | | 134,801 | | | | 551,386 | | | | 423,964 | |
Research and development | | | 19,170 | | | | 17,476 | | | | 58,887 | | | | 48,910 | |
Contingent consideration fair value adjustments | | | 5,630 | | | | 6,904 | | | | 23,198 | | | | 9,042 | |
Acquired in-process research and development | | | 145,300 | | | | — | | | | 149,868 | | | | 4,000 | |
Legal settlements | | | — | | | | — | | | | 56,779 | | | | 2,400 | |
Restructuring, acquisition-related and other costs | | | 47,477 | | | | 25,372 | | | | 161,190 | | | | 73,913 | |
Amortization of intangible assets | | | 218,187 | | | | 138,027 | | | | 629,400 | | | | 365,016 | |
| | | | | | | | | | | | | | | | |
| | | 854,676 | | | | 488,226 | | | | 2,382,563 | | | | 1,469,430 | |
| | | | | | | | | | | | | | | | |
Operating income | | | 29,464 | | | | 112,358 | | | | 177,770 | | | | 305,567 | |
Interest expense, net | | | (114,886 | ) | | | (86,452 | ) | | | (315,382 | ) | | | (236,387 | ) |
Loss on extinguishment of debt | | | (2,322 | ) | | | (10,315 | ) | | | (2,455 | ) | | | (33,325 | ) |
Gain (loss) on investments, net | | | — | | | | (140 | ) | | | 2,024 | | | | 22,787 | |
Other income, net including translation and exchange | | | (1,603 | ) | | | (3,590 | ) | | | 18,458 | | | | 64 | |
| | | | | | | | | | | | | | | | |
Income (loss) before (recovery) provision for income taxes | | | (89,347 | ) | | | 11,861 | | | | (119,585 | ) | | | 58,706 | |
Recovery of income taxes | | | (96,992 | ) | | | (29,001 | ) | | | (92,702 | ) | | | (44,998 | ) |
| | | | | | | | | | | | | | | | |
Net income (loss) | | $ | 7,645 | | | $ | 40,862 | | | $ | (26,883 | ) | | $ | 103,704 | |
| | | | | | | | | | | | | | | | |
Earnings per share: | | | | | | | | | | | | | | | | |
Basic: | | | | | | | | | | | | | | | | |
Net income (loss) | | $ | 0.03 | | | $ | 0.13 | | | $ | (0.09 | ) | | $ | 0.34 | |
| | | | | | | | | | | | | | | | |
Shares used in per share computation | | | 304,075 | | | | 302,702 | | | | 305,550 | | | | 303,285 | |
| | | | | | | | | | | | | | | | |
Diluted: | | | | | | | | | | | | | | | | |
Net income (loss) | | $ | 0.02 | | | $ | 0.13 | | | $ | (0.09 | ) | | $ | 0.32 | |
| | | | | | | | | | | | | | | | |
Shares used in per share computation | | | 311,743 | | | | 322,783 | | | | 305,550 | | | | 329,010 | |
| | | | | | | | | | | | | | | | |
(a) | Service and Other revenue includes contract manufacturing revenue of $10.3 million and $30.1 million for the three and nine months ended September 30, 2012, respectively. |
Valeant Pharmaceuticals International, Inc.
Reconciliation of GAAP EPS to Cash EPS
For the Three and Nine Months Ended September 30, 2012 and 2011
| | | | | | | | | | | | | | | | |
| | Three Months Ended September 30, | | | Nine Months Ended September 30, | |
(In thousands, except per share data) | | 2012 | | | 2011 | | | 2012 | | | 2011 | |
Net income (loss) | | $ | 7,645 | | | $ | 40,862 | | | $ | (26,883 | ) | | $ | 103,704 | |
Non-GAAP adjustments(a): | | | | | | | | | | | | | | | | |
Inventory step-up (b) | | | 6,009 | | | | 2,768 | | | | 49,401 | | | | 48,939 | |
Alliance product assets & pp&e step-up/down (c) | | | (264 | ) | | | 138 | | | | 50,770 | | | | 19,478 | |
Stock-based compensation step-up (d) | | | 9,061 | | | | 11,149 | | | | 24,624 | | | | 50,556 | |
Contingent consideration fair value adjustment (e) | | | 5,630 | | | | 6,904 | | | | 23,198 | | | | 9,042 | |
Acquired in-process research and development (IPR&D) (f) | | | 145,300 | | | | — | | | | 149,868 | | | | 4,000 | |
Legal settlements (g) | | | — | | | | — | | | | 56,779 | | | | 2,400 | |
Restructuring, acquisition-related and other costs (h) | | | 47,477 | | | | 25,372 | | | | 161,190 | | | | 73,913 | |
Amortization and other non-gaap charges (i) | | | 232,560 | | | | 140,321 | | | | 653,554 | | | | 371,897 | |
| | | | | | | | | | | | | | | | |
| | | 445,773 | | | | 186,652 | | | | 1,169,384 | | | | 580,225 | |
Amortization of deferred financing costs, debt discounts and ASC 470-20 (FSP APB 14-1) interest (j) | | | 8,859 | | | | 12,686 | | | | 14,214 | | | | 19,034 | |
Loss on extinguishment of debt | | | 2,322 | | | | 10,315 | | | | 2,455 | | | | 33,325 | |
(Gain) loss on assets held for sale/impairment, net (k) | | | — | | | | — | | | | 1,002 | | | | — | |
(Gain) loss on investments, net | | | — | | | | — | | | | — | | | | (1,769 | ) |
Tax (l) | | | (107,093 | ) | | | (38,601 | ) | | | (127,802 | ) | | | (77,098 | ) |
| | | | | | | | | | | | | | | | |
Total adjustments | | | 349,861 | | | | 171,052 | | | | 1,059,253 | | | | 553,717 | |
Adjusted income | | $ | 357,506 | | | $ | 211,914 | | | $ | 1,032,370 | | | $ | 657,421 | |
| | | | | | | | | | | | | | | | |
GAAP earnings per share—diluted | | $ | 0.02 | | | $ | 0.13 | | | $ | (0.09 | ) | | $ | 0.32 | |
| | | | | | | | | | | | | | | | |
Cash earnings per share—diluted | | $ | 1.15 | | | $ | 0.66 | | | $ | 3.29 | | | $ | 2.00 | |
| | | | | | | | | | | | | | | | |
Cash earnings per share excluding one-time items—diluted | | $ | 1.15 | | | $ | 0.66 | | | $ | 2.93 | | | $ | 1.76 | |
| | | | | | | | | | | | | | | | |
Shares used in diluted per share calculation—Cash earnings per share | | | 311,743 | | | | 322,783 | | | | 313,584 | | | | 329,010 | |
| | | | | | | | | | | | | | | | |
(a) | See footnote (a) to Table 2a. |
(b) | See footnote (b) to Table 2a and Table 2b. |
(c) | See footnote (c) to Table 2a and footnotes (c) (e) to Table 2b. |
(d) | See footnote (e) to Table 2a and footnote (f) to Table 2b. |
(e) | See footnote (f) to Table 2a and footnote (h) to Table 2b. |
(f) | See footnote (g) to Table 2a and footnote (i) to Table 2b. |
(g) | See footnote (j) to Table 2b. |
(h) | See footnotes (h) (i) to Table 2a and footnotes (k) (l) to Table 2b. |
(i) | See footnote (d) to Table 2a and Table 2b. |
(j) | See footnote (j) to Table 2a and footnote (m) to Table 2b. |
(k) | See footnote (g) Table 2b. |
(l) | See footnote (k) to Table 2a and footnote (n) Table 2b. |
Valeant Pharmaceuticals International, Inc.
Reconciliation of GAAP EPS to Cash EPS
For the Three Months Ended September 30, 2012 and 2011
| | | | | | | | |
| | Non-GAAP Adjustments(a) for | |
| | Three Months Ended September 30, | |
(In thousands, except per share data) | | 2012 | | | 2011 | |
Product sales | | $ | — | | | $ | — | |
Alliance and royalty | | | — | | | | 268 | |
Service and other | | | — | | | | — | |
| | | | | | | | |
Total revenues | | | — | | | | 268 | |
| | | | | | | | |
Cost of goods sold (exclusive of amortization of intangible assets shown separately below) | | | (20,030 | )(b)(c)(d) | | | (5,031 | )(b)(c) |
Cost of services | | | — | | | | — | |
Cost of alliances | | | — | | | | — | |
Selling, general and administrative (“SG&A”) | | | (9,149 | )(c)(e) | | | (11,050 | )(c)(e) |
Research and development | | | — | | | | — | |
Contingent consideration fair value adjustments | | | (5,630 | )(f) | | | (6,904 | )(f) |
Acquired in-process research and development | | | (145,300 | )(g) | | | — | |
Legal settlements | | | — | | | | — | |
Restructuring, acquisition-related and other costs | | | (47,477 | )(h) | | | (25,372 | )(i) |
Amortization of intangible assets | | | (218,187 | ) | | | (138,027 | ) |
| | | | | | | | |
| | | (445,773 | ) | | | (186,384 | ) |
| | | | | | | | |
Operating income | | | 445,773 | | | | 186,652 | |
Interest expense, net | | | 8,859 | (j) | | | 12,686 | (j) |
(Gain) loss on extinguishment of debt | | | 2,322 | | | | 10,315 | |
Gain (loss) on investments, net | | | — | | | | — | |
Other income (expense), net including translation and exchange | | | — | | | | — | |
| | | | | | | | |
Income before (recovery of) provision for income taxes | | | 456,954 | | | | 209,653 | |
Provision for income taxes | | | 107,093 | (k) | | | 38,601 | (k) |
| | | | | | | | |
Total Adjustments to Net income | | $ | 349,861 | | | $ | 171,052 | |
| | | | | | | | |
Earnings per share: | | | | | | | | |
Diluted: | | | | | | | | |
Total Adjustments to Net income | | $ | 1.12 | | | $ | 0.53 | |
| | | | | | | | |
Shares used in per share computation | | | 311,743 | | | | 322,783 | |
| | | | | | | | |
(a) | To supplement the financial measures prepared in accordance with generally accepted accounting principles (GAAP), the company uses non-GAAP financial measures that exclude certain items, such as amortization of inventory step-up, amortization of alliance product assets & pp&e step up, stock-based compensation step-up, contingent consideration fair value adjustments, restructuring, acquisition-related and other costs, acquired in-process research and development ("IPR&D"), legal settlements outside the ordinary course of business, the impact of currency fluctuations, amortization and other non-cash charges, amortization of deferred financing costs, debt discounts and ASC 470-20 (FSP APB 14-1) interest, loss on extinguishment of debt, (gain) loss on assets held for sale/impairment, net, (gain) loss on investments, net, and adjusts tax expense to cash taxes. |
Management uses non-GAAP financial measures internally for strategic decision making, forecasting future results and evaluating current performance. By disclosing non-GAAP financial measures, management intends to provide investors with a meaningful, consistent comparison of the company’s core operating results and trends for the periods presented. Non-GAAP financial measures are not prepared in accordance with GAAP. Therefore, the information is not necessarily comparable to other companies and should be considered as a supplement to, not a substitute for, or superior to, the corresponding measures calculated in accordance with GAAP.
(b) | ASC 805, accounting for business combinations requires an inventory fair value step-up whose total impact for the three months ended September 30, 2012 is $6.0 million primarily relating to the acquisitions of Afexa on October 17, 2011, Pedinol Pharmacal, Inc. on April 11, 2012 and BC Pharma B.V. on July 1, 2012. For the three months ended September 30, 2011 the impact of inventory fair value step-up is $2.8 million primarily relating to the acquisition of Sanitas on August 19, 2011. |
(c) | PP&E step-up/down represents the step-up/down to fair market value from Legacy Valeant's original cost resulting from the merger of Legacy Valeant into Legacy Biovail and subsequent acquisitions. |
(d) | Costs associated with integration related tech transfers, $14.4 million. |
(e) | For the three months ended September 30, 2012 SG&A primarily includes $9.1 million of Stock-based compensation which reflects the amortization of the fair value step-up increment resulting from the merger of Legacy Valeant into Legacy Biovail and the acceleration of certain equity instruments. For the three months ended September 30, 2011 SG&A primarily includes $11.1 million of Stock-based compensation which reflects the amortization of the fair value step-up increment resulting from the merger of Legacy Valeant into Legacy Biovail. |
(f) | Net expenses from the changes in fair value of contingent consideration for the three months ended September 30, 2012 and 2011 of $5.6 million and $6.9 million, respectively. |
(g) | Total Acquired IPR&D for the three months ended September 30, 2012 of $145.3 million is the write-off of the IPR&D asset related to the IDP-107 dermatology program, $133.4 million, and a $12.0 million payment to terminate a research and development commitment with a third party. |
(h) | Restructuring, acquisition-related and other costs of $47.5 million represent costs related to the acquisitions of Sanitas, Dermik, iNova, Probiotica, OraPharma, University Medical, and Swiss Herbal as well as other internal restructuring and integration initiatives. These include $4.6 million related to acquisition costs, $14.4 million related to employee severance costs, $18.5 million related to integration consulting, duplicative labor, and transition services, $3.8 million related to facility closure costs, and $6.2 million related to other. |
(i) | Restructuring, acquisition-related and other costs of $25.4 million represent costs related to the merger of Legacy Valeant into Legacy Biovail and include $0.9 million related to facility closure costs, $8.9 million related to contract cancellation fees, consulting, legal and other costs, $5.0 million related to severance, $9.5 million related to acquisition costs, and $1.1 million related to manufacturing integration. |
(j) | Non cash interest expense associated with amortization of deferred financing costs, debt discounts and ASC 470-20 (FSP APB 14-1) interest totals for the nine months ended September 30, 2012 and September 30, 2011 are $8.9 million and $12.7 million, respectively. |
(k) | Total tax effect of non-GAAP pre-tax adjustments, resolution of uncertain tax positions and change in valuation allowance associated with deferred tax asset. |
Valeant Pharmaceuticals International, Inc.
Reconciliation of GAAP EPS to Cash EPS
For the Nine Months Ended September 30, 2012 and 2011
| | | | | | | | |
| | Nine Months Ended September 30, | |
(In thousands, except per share data) | | 2012 | | | 2011 | |
Product sales | | $ | — | | | $ | — | |
Alliance and royalty | | | — | | | | 804 | |
Service and other | | | — | | | | — | |
| | | | | | | | |
Total revenues | | | — | | | | 804 | |
| | | | | | | | |
Cost of goods sold (exclusive of amortization of intangible assets shown separately below) | | | (70,435 | )(b)(c)(d) | | | (55,892 | )(b)(c) |
Cost of services | | | — | | | | — | |
Cost of alliances | | | (50,958 | ) (e) | | | (18,835 | )(e) |
Selling, general and administrative (“SG&A”) | | | (28,558 | )(c)(f)(g) | | | (50,323 | )(c)(f) |
Research and development | | | — | | | | — | |
Contingent consideration fair value adjustments | | | (23,198 | )(h) | | | (9,042 | )(h) |
Acquired in-process research and development | | | (149,868 | )(i) | | | (4,000 | )(i) |
Legal settlements | | | (56,779 | )(j) | | | (2,400 | ) |
Restructuring, acquisition-related and other costs | | | (161,190 | )(k) | | | (73,913 | )(l) |
Amortization of intangible assets | | | (629,400 | ) | | | (365,016 | ) |
| | | | | | | | |
| | | (1,170,386 | ) | | | (579,421 | ) |
| | | | | | | | |
Operating income | | | 1,170,386 | | | | 580,225 | |
Interest expense, net | | | 14,214 | (m) | | | 19,034 | (m) |
(Gain) loss on extinguishment of debt | | | 2,455 | | | | 33,325 | |
Gain (loss) on investments, net | | | — | | | | (1,769 | ) |
Other income (expense), net including translation and exchange | | | — | | | | — | |
| | | | | | | | |
Income before (recovery of) provision for income taxes | | | 1,187,055 | | | | 630,815 | |
Provision for income taxes | | | 127,802 | (n) | | | 77,098 | (n) |
| | | | | | | | |
Total Adjustments to Net income | | $ | 1,059,253 | | | $ | 553,717 | |
| | | | | | | | |
Earnings per share: | | | | | | | | |
Diluted: | | | | | | | | |
Total Adjustments to Net income | | $ | 3.38 | | | $ | 1.68 | |
| | | | | | | | |
Shares used in per share computation | | | 313,584 | | | | 329,010 | |
| | | | | | | | |
(a) | See footnote (a) to Table 2a. |
(b) | ASC 805, accounting for business combinations requires an inventory fair value step-up whose total impact for the nine months ended September 30, 2012 is $49.4 million primarily relating to the acquisitions of iNova on December 21, 2011, Ortho Dermatologics on December 12, 2011, Dermik on December 16, 2011, Afexa on October 17, 2011, and Pedinol Pharmacal, Inc. on April 11, 2012. For the nine months ended September 30, 2011 the impact of inventory fair value step-up is $48.9 million primarily relating to the merger of Legacy Valeant into Legacy Biovail and the acquisition of PharmaSwiss SA on March 10, 2011. |
(c) | PP&E step-up/down represents the step-up/down to fair market value from Legacy Valeant's original cost resulting from the merger of Legacy Valeant into Legacy Biovail and subsequent acquisitions. |
(d) | Costs associated with integration related tech transfers, $18.9 million. |
(e) | Cost of Alliances represents the divestiture of 5FU and IDP-111 resulting from the acquisition of Dermik, $50.9 million for the nine months ended September 30, 2012 and the divestiture of Cloderm resulting from the Legacy Valeant into Legacy Biovail merger, $18.8 million for the nine months ended September 30, 2011. |
(f) | For the nine months ended September 30, 2012 SG&A primarily includes $26.8 million of Stock-based compensation which reflects the amortization of the fair value step-up increment resulting from the merger of Legacy Valeant into Legacy Biovail, acceleration of certain equity instruments and the expense associated with certain award modifications. For the nine months ended September 30, 2011 SG&A primarily includes $50.0 million of Stock-based compensation which reflects the amortization of the fair value step-up increment resulting from the merger of Legacy Valeant into Legacy Biovail. |
(g) | SG&A includes loss on assets held for sale/impairment. |
(h) | Net expenses from the changes in fair value of contingent consideration for the nine months ended September 30, 2012 and 2011 of $23.2 million and $9.0 million, respectively. |
(i) | Total Acquired IPR&D for the nine months ended September 30, 2012 of $149.9 million is primarily the write-off of the IPR&D asset related to the IDP-107 dermatology program, $133.4 million, a $12.0 million payment to terminate a research and development commitment with a third party, and $4.3 million related to the termination of the MC5 program acquired from Ortho Dermatologics. Total Acquired IPR&D for the nine months ended September 30, 2011 of $4.0 million relates to the acquisition of the Canadian rights to LodalisTM. |
(j) | For the nine months ended September 30, 2012 Legal settlement costs of $56.8 million primarily relate to the litigation settlement and associated legal fees with respect to a class action antitrust complaint regarding Wellbutrin XL®. |
(k) | Restructuring, acquisition-related and other costs of $161.2 million represent costs related to the acquisitions of Sanitas, Afexa, Ortho Dermatologics, Dermik, iNova, Probiotica, Eyetech, OraPharma, University Medical, Gerot Lannach, Atlantis, Swiss Herbal, and Pedinol as well as other internal restructuring and integration initiatives. These include $26.0 million related to acquisition costs, $46.4 million related to employee severance costs, $46.6 million related to integration consulting, duplicative labor, and transition services, $27.5 million related to facility closure costs, $10.7 million related to other, and $4.0 million related to non-personnel manufacturing integration costs. |
(l) | Restructuring, acquisition-related and other costs of $73.9 million represent costs related to the merger of Legacy Valeant into Legacy Biovail and the acquisitions of PharmaSwiss SA and Sanitas. These costs include $18.0 million related to facility closure costs, $24.3 million related to contract cancellation fees, consulting, legal and other costs, $14.3 million related to severance, $12.9 million related to acquisition costs, and $4.4 million related to manufacturing integration. |
(m) | Non cash interest expense associated with amortization of deferred financing costs, debt discounts and ASC 470-20 (FSP APB 14-1) interest totals for the nine months ended September 30, 2012 and September 30, 2011 are $14.2 million and $19.0 million, respectively. |
(n) | Total tax effect of non-GAAP pre-tax adjustments, resolution of uncertain tax positions and change in valuation allowance associated with deferred tax asset. |
Valeant Pharmaceuticals International, Inc.
Statement of Revenue—by Segment
For the Three and Nine Months Ended September 30, 2012 and 2011
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended September 30, | |
Revenue(a)(b) | | 2012 GAAP | | | 2011 GAAP | | | % Change | | | 2012 currency impact | | | 2012 excluding currency impact non-GAAP | | | % Change | |
U.S. Dermatology | | $ | 312,449 | | | $ | 133,649 | | | | 134 | % | | $ | — | | | $ | 312,449 | | | | 134 | % |
U.S. Neurology & Other | | | 180,909 | | | | 180,281 | | | | 0 | % | | | — | | | | 180,909 | | | | 0 | % |
Canada/Australia | | | 141,072 | | | | 84,644 | | | | 67 | % | | | 1,911 | | | | 142,983 | | | | 69 | % |
Emerging Markets | | | 249,709 | | | | 202,010 | | | | 24 | % | | | 29,820 | | | | 279,529 | | | | 38 | % |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total Revenue | | $ | 884,140 | | | $ | 600,584 | | | | 47 | % | | $ | 31,731 | | | $ | 915,870 | | | | 52 | % |
| | | | | | | | | | | | | | | | | | | | | | | | |
| |
| | Nine Months Ended September 30, | |
Revenue(a)(b) | | 2012 GAAP | | | 2011 GAAP | | | % Change | | | 2012 currency impact | | | 2012 excluding currency impact non-GAAP | | | % Change | |
U.S. Dermatology | | $ | 822,714 | | | $ | 399,833 | | | | 106 | % | | $ | — | | | $ | 822,714 | | | | 106 | % |
U.S. Neurology & Other | | | 591,582 | | | | 620,759 | | | | -5 | % | | | — | | | | 591,582 | | | | -5 | % |
Canada/Australia | | | 402,001 | | | | 238,888 | | | | 68 | % | | | 6,779 | | | | 408,780 | | | | 71 | % |
Emerging Markets | | | 744,035 | | | | 515,517 | | | | 44 | % | | | 92,136 | | | | 836,171 | | | | 62 | % |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total Revenue | | $ | 2,560,333 | | | $ | 1,774,997 | | | | 44 | % | | $ | 98,915 | | | $ | 2,659,247 | | | | 50 | % |
| | | | | | | | | | | | | | | | | | | | | | | | |
(a) | Note: Currency effect for constant currency sales is determined by comparing 2012 reported amounts adjusted to exclude currency impact, calculated using 2011 monthly average exchange rates, to the actual 2011 reported amounts. Constant currency sales is not a GAAP-defined measure of revenue growth. Constant currency sales as defined and presented by Valeant may not be comparable to similar measures reported by other companies. |
(b) | See footnote (a) to Table 2a. |
Valeant Pharmaceuticals International, Inc.
Reconciliation of GAAP Cost of Goods Sold to Non-GAAP Cost of Goods Sold—by Segment
For the Three and Nine Months Ended September 30, 2012 and 2011
(In thousands)
| | | | | | | | | | | | | | | | | | | | |
4.1 Cost of goods sold (a) | | Three Months Ended September 30, | |
| | 2012 as reported GAAP | | | % of product sales | | | 2012 fair value step-up adjustment to inventory and Other non- GAAP(b) | | | 2012 excluding fair value step-up adjustment to inventory and Other non-GAAP | | | % of product sales | |
U.S. Dermatology | | $ | 28,802 | | | | 9 | % | | $ | 4,594 | | | $ | 24,208 | | | | 8 | % |
U.S. Neurology & Other | | | 33,680 | | | | 19 | % | | | 355 | | | | 33,325 | | | | 19 | % |
Canada/Australia(d) | | | 42,197 | | | | 33 | % | | | 4,427 | | | | 37,770 | | | | 29 | % |
Emerging Markets | | | 114,991 | | | | 46 | % | | | 10,654 | | | | 104,337 | | | | 42 | % |
Corporate/other | | | — | | | | | | | | — | | | | — | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | $ | 219,670 | | | | 26 | % | | $ | 20,030 | | | $ | 199,640 | | | | 23 | % |
| | | | | | | | | | | | | | | | | | | | |
| |
| | Nine Months Ended September 30, | |
| | 2012 as reported GAAP | | | % of product sales | | | 2012 fair value step-up adjustment to inventory and Other non- GAAP (c) | | | 2012 excluding fair value step-up adjustment to inventory and Other non-GAAP | | | % of product sales | |
U.S. Dermatology | | $ | 88,734 | | | | 12 | % | | $ | 18,165 | | | $ | 70,569 | | | | 10 | % |
U.S. Neurology & Other | | | 102,160 | | | | 19 | % | | | 5,920 | | | | 96,240 | | | | 18 | % |
Canada/Australia(d) | | | 129,377 | | | | 35 | % | | | 33,656 | | | | 95,721 | | | | 26 | % |
Emerging Markets | | | 326,138 | | | | 44 | % | | | 12,694 | | | | 313,444 | | | | 42 | % |
Corporate/other | | | — | | | | | | | | — | | | | — | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | $ | 646,395 | | | | 27 | % | | $ | 70,435 | | | $ | 575,974 | | | | 24 | % |
| | | | | | | | | | | | | | | | | | | | |
(a) | See footnote (a) to Table 2a. |
(b) | U.S. Dermatology includes $1.9 million of fair value step-up adjustment to inventory and $2.7 million of integration related tech transfer costs, U.S. Neurology and Other includes $0.4 million of integration related tech transfer costs. Canada/Australia includes $2.8 million of fair value step up adjustment to inventory, -$0.6 million PP&E step-down and $2.2M of integration related tech transfer costs and other. Emerging Markets includes $1.3 million of fair value step up adjustment to inventory, $9.1M of integration related tech transfer costs and $0.3 million of PP&E step up. |
(c) | U.S. Dermatology includes $14.8 million of fair value step-up adjustment to inventory and $3.4 million of integration related tech transfer costs, U.S. Neurology and Other includes $3.2 million of integration related tech transfer costs and $2.6 million of amortization. Canada/Australia includes $32.5 million of fair value step up adjustment to inventory, -$1.2 million PP&E step-down and $2.4M of integration related tech transfer costs and other. Emerging Markets includes $2.1 million of fair value step up adjustment to inventory, $9.8M of integration related tech transfer costs and $0.8 million of PP&E step up. |
(d) | Cost of Goods Sold excludes contract manufacturing costs currently reported in Cost of Services. |
Valeant Pharmaceuticals International, Inc.
Consolidated Balance Sheet and Other Data
(In thousands)
| | | | | | | | | | |
5.1 | | Cash | | As of September 30, 2012 | | | As of December 31, 2011 | |
| | Cash and cash equivalents | | $ | 257,730 | | | $ | 164,111 | |
| | Marketable securities | | | — | | | | 6,338 | |
| | | | | | | | | | |
| | Total cash and marketable securities | | $ | 257,730 | | | $ | 170,449 | |
| | | | | | | | | | |
| | Debt | | | | | | | | |
| | New Revolving Credit Facility | | $ | 25,000 | | | $ | 220,000 | |
| | Term loan A Facility | | | 2,108,964 | | | | 2,185,520 | |
| | New Term Loan B Facility | | | 1,265,854 | | | | — | |
| | Senior notes | | | 4,230,428 | | | | 4,228,480 | |
| | Convertible notes | | | — | | | | 17,011 | |
| | Other | | | — | | | | — | |
| | | | | | | | | | |
| | | | | 7,630,246 | | | | 6,651,011 | |
| | Less: Current portion | | | (207,688 | ) | | | (111,250 | ) |
| | | | | | | | | | |
| | | | $ | 7,422,558 | | | $ | 6,539,761 | |
| | | | | | | | | | |
| | |
5.2 | | Summary of Cash Flow Statement | | Three Months Ended September 30, | |
| | | | 2012 | | | 2011 | |
| | Cash flow provided by (used in): | | | | | | | | |
| | Net cash provided by (used in) operating activities (GAAP) | | $ | 166,824 | | | $ | 173,707 | |
| | Restructuring and acquisition-related costs (c) | | | 47,477 | | | | 25,372 | |
| | Payment of accrued legal settlements | | | 37,739 | | | | — | |
| | Payment of Accreted Interest on Convertible Debt | | | — | | | | 3,362 | |
| | Tax Benefit from Stock Options Exercised(a) | | | 2,367 | | | | 2,042 | |
| | Working Capital change related to Business Development Activities | | | — | | | | — | |
| | Non-Cash adjustments to Income Taxes Payable | | | — | | | | — | |
| | Changes in working capital related to restructuring and acquisition-related costs(c) | | | (13,251 | ) | | | 3,918 | |
| | | | | | | | | | |
| | Adjusted cash flow from operations (Non-GAAP)(b) | | $ | 241,156 | | | $ | 208,401 | |
| | | | | | | | | | |
| | Proceeds from sale of intangible assets | | | — | | | | — | |
| | | | | | | | | | |
| | Adjusted cash flow from operations (Non-GAAP) (b) | | $ | 241,156 | | | $ | 208,401 | |
| | | | | | | | | | |
(a) | Includes stock option tax benefit which will reduce taxes in future periods. |
(b) | See footnote (a) to Table 2a. |
(c) | Total Restructuring and Acquisition-related costs cash payments of $34,226 are broken down as follows: |
| | | | |
Project Type | | Amount Paid | |
iNova | | | 5,736 | |
Intellectual Property Migration | | | 5,390 | |
Dermik | | | 4,560 | |
Other (Probiotica, University Medical, Swiss Herbal) | | | 3,475 | |
Europe (PharmaSwiss, Sanitas, Gernot Lannach) | | | 2,621 | |
Manufacturing Integration (Various Deals) | | | 2,266 | |
Atlantis | | | 1,849 | |
OraPharma | | | 1,798 | |
Ortho | | | 1,784 | |
Pedinol | | | 1,722 | |
US Restructuring | | | 1,553 | |
Afexa | | | 801 | |
Eyetech | | | 669 | |
| | | | |
Total | | $ | 34,226 | |
| | | | |
| |
Expense Type | | Amount Paid | |
Integration related consulting, duplicative labor, and transition services | | | 15,269 | |
Severance Payments | | | 11,614 | |
Acquisition Related Costs Paid to 3rd Parties | | | 3,712 | |
Travel/Other | | | 2,362 | |
Facility Closure Costs | | | 679 | |
Other Manufacturing integration | | | 591 | |
| | | | |
Total | | $ | 34,226 | |
| | | | |
Valeant Pharmaceuticals International, Inc.
Organic Growth—by Segment
For the Three Months Ended September 30th, 2012
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | For the Three Months Ended September 30th, 2012 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | Organic growth | |
| | | | | | | | | | | | | | | | | | | | (a) | | | (b) | | | | | | (b) | | | (b) | |
| | (1) QTD 2012 | | | (2) Acq impact | | | (3) QTD Same store | | | (4) QTD 2011 | | | (5) Pro Forma Adj | | | (6) Pro Forma 2011 | | | (7) Currency impact Same store | | | (8) Currency impact Acq | | | (9) Divestitures / Discontinuations | | | Pro Forma (1)+(7)+(8)+(9) / (6) | | | Same store (3)+(7) /(4)-(9) | |
U.S. Dermatology | | | 305.8 | | | | 128.1 | | | | 177.6 | | | | 112.7 | | | | 116.2 | | | | 228.8 | | | | — | | | | — | | | | 3.1 | | | | 35 | % | | | 62 | % |
U.S. Neurology & Other(c) | | | 174.5 | | | | 0.5 | | | | 174.0 | | | | 175.5 | | | | 0.5 | | | | 176.0 | | | | — | | | | — | | | | 0.3 | | | | -1 | % | | | -1 | % |
Canada/Australia(d) | | | 131.3 | | | | 53.8 | | | | 77.4 | | | | 84.2 | | | | 56.6 | | | | 140.8 | | | | 1.2 | | | | 0.5 | | | | 0.4 | | | | -5 | % | | | -6 | % |
Emerging Markets—Central/Eastern Europe | | | 144.0 | | | | 23.9 | | | | 120.1 | | | | 131.1 | | | | 30.3 | | | | 161.4 | | | | 13.4 | | | | 3.8 | | | | 5.9 | | | | 3 | % | | | 7 | % |
Emerging Markets—Latin America | | | 80.6 | | | | 18.5 | | | | 62.1 | | | | 68.0 | | | | 15.0 | | | | 83.0 | | | | 6.8 | | | | 4.0 | | | | 5.4 | | | | 17 | % | | | 10 | % |
Emerging Markets—Southeast Asia/Africa(e) | | | 23.7 | | | | 23.6 | | | | 0.1 | | | | — | | | | 21.9 | | | | 21.9 | | | | 0.0 | | | | 1.7 | | | | — | | | | 16 | % | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Emerging Markets | | | 248.3 | | | | 66.0 | | | | 182.2 | | | | 199.0 | | | | 67.1 | | | | 266.2 | | | | 20.3 | | | | 9.4 | | | | 11.3 | | | | 9 | % | | | 8 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total product sales | | | 859.8 | | | | 248.5 | | | | 611.3 | | | | 571.4 | | | | 240.3 | | | | 811.8 | | | | 21.4 | | | | 9.9 | | | | 15.0 | | | | 12 | % | | | 14 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Less: Neuro | | | 174.5 | | | | 0.5 | | | | 174.0 | | | | 175.5 | | | | 0.5 | | | | 176.0 | | | | — | | | | — | | | | 0.3 | | | | | | | | | |
Total product sales less Neuro | | | 685.3 | | | | 248.0 | | | | 437.3 | | | | 395.9 | | | | 239.9 | | | | 635.8 | | | | 21.4 | | | | 9.9 | | | | 14.7 | | | | 15 | % | | | 20 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(a) | Note: Currency effect for constant currency sales is determined by comparing 2012 reported amounts adjusted to exclude currency impact, calculated using 2011 monthly average exchange rates, to the actual 2011 reported amounts. Constant currency sales is not a GAAP-defined measure of revenue growth. Constant currency sales as defined and presented by Valeant may not be comparable to similar measures reported by other companies. |
(b) | See footnote (a) to Table 2a. |
(c) | Includes Valeant's attributable portion of revenue from joint ventures (JV)— $0.9 million Q3'12. QTD 2012 includes a $16.5 million reduction in Revenues of Cardizem CD, Ultram ER, Diastat and Wellbutrin XL versus prior year. Excluding these products, organic growth is 9% on a same store basis. |
(d) | Includes Valeant's attributable portion of revenue from joint ventures (JV)— $1.1 million Q3'11 and $2 million Q3'12. QTD 2012 includes a $13.4 million reduction in Cesamet sales versus prior year. Excluding Cesamet sales, organic growth is 12% on a same store basis. |
(e) | QTD 2012 excludes $0.3 million that has been reclassed to Australia in order to align current quarter with historical reporting of same store export sales. |