Document


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
Form 8-K
 
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
 
Date of Report (Date of earliest event reported):  November 8, 2018
 
ASSERTIO THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
 
Delaware
 
001-13111
 
94-3229046
(State or Other Jurisdiction of
Incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)
 
100 S. Saunders Road, Suite 300, Lake Forest, IL 60045
(Address of Principal Executive Offices; Zip Code)
 
(224) 419-7106
(Registrant’s telephone number, including area code)
 
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
o                                    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o                                    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o                                    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o                                    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company o
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  o

 






Item 2.02
 
Results of Operations and Financial Condition.

On November 8, 2018, Assertio Therapeutics, Inc. (the “Company”) issued a press release announcing its financial results for the three and nine months ended September 30, 2018.  The press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
 
The information in Item 2.02 of this Current Report on Form 8-K shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended. The information contained herein shall not be incorporated by reference into any filing with the Securities and Exchange Commission made by the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
 
Item 9.01
 
Financial Statements and Exhibits.
 
 
 
 
 
(d)
 
Exhibits
 
 
 
 
 
 
 
99.1
 





SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
ASSERTIO THERAPEUTICS, INC.
 
 
 
Date: November 8, 2018
By:
/s/ Phillip B. Donenberg
 
 
Phillip B. Donenberg
 
 
Senior Vice President and Chief Financial Officer



Exhibit

Exhibit 99.1
 http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12539414&doc=3
Assertio Therapeutics Announces Third-Quarter 2018 Financial Results
-- Confirms Full-Year Net Sales Guidance Range for the Neurology Franchise --
-- Raises Full-Year Earnings Guidance and Confirms Adjusted EBITDA Guidance --
-- Amends and Strengthens Commercial Agreement with Collegium --
-- Confirms Regulatory Plan to File for FDA Approval of Cosyntropin Depot by Year End --

Lake Forest, Illinois, November 8, 2018 - Assertio Therapeutics, Inc. (NASDAQ: ASRT) today reported financial results for the quarter ended September 30, 2018, and provided an update on its business performance and strategic initiatives.

“Our third-quarter performance positions us well to achieve our neurology franchise net sales and adjusted EBITDA goals for the full year,” said Arthur Higgins, President and CEO of Assertio. “We remain focused on diversifying our commercial portfolio and advancing the development of cosyntropin depot, which we plan to file for FDA approval by year end. In addition, this year we’ve secured $97 million in non-dilutive cash, which improves our leverage position as we continue to focus on debt reduction. Lastly, and significantly, we amended and strengthened our commercial agreement with Collegium.”

Financial Highlights

Third-quarter GAAP net revenues of $77.5 million(1) or $81.2 million(1)(4) on a non-GAAP basis(4)
Third-quarter GAAP net income of $48.3 million
Third-quarter GAAP EPS of $0.65 per diluted share(2) and non-GAAP EPS of $0.42(3) per diluted share
Third-quarter non-GAAP adjusted EBITDA of $45.0 million(1) 
Third-quarter ending cash and cash equivalents of $121.9 million(2) 

Business Highlights
Strengthened NUCYNTA Collaboration with Collegium -  Extends Minimum Term; Annual Royalty Payments Through 2021: On November 8, 2018, the Company announced an amendment to the Commercialization Agreement with Collegium Pharmaceutical, Inc. relating to the NUCYNTA® franchise. The amendment strengthens the collaboration and further aligns the parties’ mutual interest in growing the franchise:
Secures a minimum term of the Commercialization Agreement through at least December 31, 2021, prior to which Collegium may not terminate.
Ensures that if annual net sales remain between $180 million to $233 million, the maximum financial impact per annum between the existing and amended agreement will never exceed $9 million for the next three years.
Provides Assertio and its shareholders an opportunity to realize further value from a successful collaboration with Collegium’s issuance to Assertio of a four-year warrant to purchase $20 million of Collegium common stock at an exercise price of $19.20.
Reduces Assertio’s ongoing costs and expenses relating to NUCYNTA beginning in 2019 by requiring Collegium to reimburse Assertio for minimum annual royalties payable to Grünenthal GmbH through 2021 and for certain other costs and expenses relating to the NUCYNTA franchise currently carried by Assertio.
Compensates Assertio with a $5 million termination fee if Collegium terminates after December 31, 2021 and before December 31, 2022.
 
(1) Includes $20 million in cash received from PDL BioPharma..
(2)Includes $20 million in cash received from PDL BioPharma and a recognized gain of $62 million from the settlement agreement with Purdue Pharma L.P.
(3)All non-GAAP measures included in this earnings news release are reconciled to the attached corresponding GAAP measures in the schedules.
(4)The $81.2 million is calculated by adding an adjustment for the anticipated $3.7 million royalty payable to Grünenthal in accordance with our minimum royalty agreement to the GAAP net revenue of $77.5 million.

1



Confirmed Cosyntropin Depot Strategy: The Company continues to expect to file a New Drug Application with the U.S. Food and Drug Administration for cosyntropin depot by year end. The Company will be filing a 505(b)(2) application for a diagnostic indication. The Company believes this filing strategy is the most efficient and expeditious way to make available this important product to patients. As previously announced, Assertio and its development partner also began enrolling and dosing pediatric patients in a new clinical trial evaluating cosyntropin (synthetic ACTH Depot) for the treatment of infantile spasms, a specific seizure type present in infantile epilepsy syndrome, a rare pediatric disorder. Cosyntropin depot is a long-acting, alcohol-free synthetic ACTH analogue that the Company believes, if approved, will offer patients, physicians, and payers in the United States an important treatment alternative.

Settled Purdue Pharma Litigation: In the third quarter, the Company recognized a gain of $62 million related to its previously announced patent litigation settlement with Purdue Pharma L.P. The settlement resolves all pending claims relating to Purdue’s alleged infringement of certain of the Company’s patents in relation to Purdue’s commercialization of Oxycontin® (oxycodone hydrochloride-controlled release).

Under the terms of the settlement agreement, Purdue will pay Assertio a total of $62 million, of which $30 million in cash was paid on August 28, 2018 and an additional $32 million will be paid on February 1, 2019.

Monetized Royalty Stream: In the third quarter, the Company received $20 million in cash in connection with its sale to PDL BioPharma of the Company’s remaining interest in royalty payments payable under license agreements relating to the Company’s Acuform® technology in the Type 2 diabetes therapeutic area. Substantially all of the Company’s interest in such royalty payments were initially sold to PDL in 2013.

Completed Delaware Reincorporation, Corporate Headquarters Relocation and Name Change: In the third quarter, the Company completed its reincorporation from California to Delaware and changed its name from “Depomed, Inc.” to “Assertio Therapeutics, Inc.” In connection with the reincorporation and name change, the Company’s common stock began trading under a new ticker symbol “ASRT” and a new CUSIP number, 04545L 107, on August 15, 2018.

On August 15, 2018, the Company completed the relocation of its corporate headquarters from Newark, CA, to Lake Forest, IL. The relocation is consistent with the Company’s strategy to attract new pharmaceutical talent based in the Chicagoland area.

Additionally, the Company has entered into a sublease for the majority of its Newark facility and anticipates being able to sublease the remaining office space.


















2


Revenue Summary
(in thousands, unaudited)

 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2018
 
2017
 
2018
 
2017
 
 
 
 
 
 
 
 
Product sales, net:
 

 
 

 
 

 
 

Gralise
$
14,630

 
$
21,103

 
43,272

 
57,777

Cambia
10,365

 
8,164

 
24,870

 
23,862

Zipsor
4,441

 
3,232

 
13,175

 
12,286

Total neurology product sales, net
29,436

 
32,499

 
81,317

 
93,925

 
 
 
 
 
 
 
 
Nucynta products (1)
11

 
58,665

 
18,782

 
183,299

Lazanda (2)
(12
)
 
4,040

 
528

 
13,239

    Pharmacy benefit manager dispute reserve

 

 

 
(4,742
)
Total product sales, net
29,435

 
95,204

 
100,627

 
285,721

 
 
 
 
 
 
 
 
Commercialization Agreement (3)
 

 
 

 
 

 
 

Commercialization rights and facilitation services, net
27,781

 

 
87,055

 

Revenue from transfer of inventory

 

 
55,705

 

Royalties and milestone revenue
20,277

 
209

 
25,784

 
596

 
 
 
 
 
 
 
 
Total revenues
$
77,493

 
$
95,413

 
$
269,171

 
$
286,317


 
(1)
The Company transitioned the commercial rights to sell NUCYNTA to Collegium on January 9, 2018. NUCYNTA product sales for the three months ended September 30, 2018 relate to sales reserve estimate adjustments. NUCYNTA product sales for the nine months ended September 30, 2018 reflect the Company's sales of NUCYNTA during a stub period between January 1st and January 8th, and also includes a $12.5 million benefit related to the release of sales reserves for which the Company is no longer financially responsible.
 
(2)
The Company divested Lazanda in November 2017. Product sales for the three and nine months ended September 30, 2018 relate to sales reserve estimate adjustments.
 
(3)
The Commercialization Agreement revenues for the nine months ended September 30, 2018 includes $87.1 million related to the commercialization rights and facilitation services provided to Collegium and $55.7 million related to the fair value of inventory transferred to Collegium. The $27.8 million of the Commercialization Agreement revenues recognized in the third quarter is net of a $3.7 million royalty payable to Grünenthal.
 

3


2018 Financial Guidance
The Company confirms its full-year net sales guidance range for the neurology franchise and its full-year adjusted EBITDA guidance ranges. The Company is raising its full-year net (loss)/income guidance to be within the range of $40 million to $50 million from the previous range of ($8) million to ($18) million related to the positive impact of the Purdue Pharma litigation settlement, offset by the impact of taxes.

(in millions)
Prior 2018 Guidance
Current 2018 Guidance
Neurology Franchise Net Sales
$105 to $110 million
$105 to $110 million
GAAP SG&A Expense
$118 to $128 million
$118 to $128 million
GAAP R&D Expense
$9 to $14 million
$9 to $14 million
Non-GAAP SG&A Expense
$100 to $110 million
$100 to $110 million
Non-GAAP R&D Expense
$7 to $12 million
$7 to $12 million
GAAP Net (Loss)/Income
($8) to ($18) million
$40 to $50 million*
Non-GAAP Adjusted EBITDA
$145 to $155 million
$145 to $155 million
*Connotes modified 2018 guidance

Conference Call and Webcast
Assertio will host a conference call today, Thursday, November 8, 2018 beginning at 4:30 p.m. ET to discuss its results. This event can be accessed in three ways:

From the Assertio website: http://investor.assertiotx.com. Please access the website 15 minutes prior to the start of the call to download and install any necessary audio software.
By telephone: Participants can access the call by dialing (844) 839-0046 (United States) or (857) 270-6032 (International) referencing Conference ID 2462479.
By replay: A replay of the webcast will be located under the Investor Relations section of Assertio's website approximately two hours after the conclusion of the live call.

About Assertio Therapeutics, Inc.
Assertio Therapeutics is committed to providing responsible solutions to advance patient care in the Company’s core areas of neurology, orphan and specialty medicines. Assertio currently markets three FDA-approved products and continues to identify, license and develop new products that offer enhanced options for patients that may be under served by existing therapies. To learn more about Assertio, visit www.assertiotx.com.

“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995
The statements that are not historical facts contained in this release are forward-looking statements that involve risks and uncertainties including, but not limited to, the commercialization of Gralise, CAMBIA, and Zipsor, royalties associated with Collegium’s commercialization of NUCYNTA and NUCYNTA ER, regulatory approval and clinical development of cosyntropin depot, Assertio’s financial outlook for 2018 and expectations regarding financial results and potential business opportunities and other risks detailed in the Company’s Securities and Exchange Commission filings, including the Company’s most recent Annual Report on Form 10-K and most recent Quarterly Report on Form 10-Q. The inclusion of forward-looking statements should not be regarded as a representation that any of the Company’s plans or objectives will be achieved. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The Company undertakes no obligation to publicly release the result of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

Investor and Media Contact:
John B. Thomas
SVP, Investor Relations and Corporate Communications
jthomas@assertiotx.com

4


Non-GAAP Financial Measures
To supplement the Company’s financial results presented on a U.S. generally accepted accounting principles (GAAP) basis, the Company has included information about non-GAAP revenue, non-GAAP adjusted earnings, non-GAAP adjusted earnings per share, non-GAAP adjusted EBITDA and other non-GAAP financial measures as useful operating metrics. The Company believes that the presentation of these non-GAAP financial measures, when viewed with results under GAAP and the accompanying reconciliation, provides supplementary information to analysts, investors, lenders, and the Company’s management in assessing the Company’s performance and results from period to period. The Company uses these non-GAAP measures internally to understand, manage and evaluate the Company’s performance, and in part, in the determination of bonuses for executive officers and employees. These non-GAAP financial measures should be considered in addition to, and not a substitute for, or superior to, net income or other financial measures calculated in accordance with GAAP. Non-GAAP financial measures used by us may be calculated differently from, and therefore may not be comparable to, non-GAAP measures used by other companies.

Specified Items
Non-GAAP measures presented within this release exclude specified items. The Company considers specified Items to be significant income/expense items not indicative of current operations, including the related tax effect. Specified items include non-cash adjustment to Collegium agreement revenue and cost of sales, release of NUCYNTA and Lazanda sales reserves for products the Company is no longer selling, interest income, interest expense, amortization, acquired in-process research and development and non-cash adjustments related to product acquisitions, stock-based compensation expense, non-cash interest expense related to debt, depreciation, taxes, transaction costs, CEO transition, restructuring costs, adjustments to net sales related to reserves recorded prior to the Company’s exit of opioid commercialization activities, legal costs and expenses incurred in connection with opioid-related litigation, investigations and regulations pertaining to the company’s historical commercialization of opioid products, certain types of legal settlements, disputes, fees and costs, and to adjust for the tax effect related to each of the non-GAAP adjustments.



5


CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
(unaudited)
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2018
 
2017
 
2018
 
2017
 
(unaudited)
 
(unaudited)
Revenues:
 
 
 
 
 
 
 
Product sales, net
$
29,435

 
$
95,204

 
$
100,627

 
$
285,721

Commercialization agreement, net
27,781

 

 
142,760

 

Royalties and milestones
20,277

 
209

 
25,784

 
596

Total revenues
77,493

 
95,413

 
269,171

 
286,317

 
 
 
 
 
 
 
 
Costs and expenses:
 
 
 
 
 
 
 
Cost of sales (excluding amortization of intangible assets)
2,975

 
17,396

 
17,772

 
54,895

Research and development expenses
2,127

 
1,761

 
5,835

 
12,459

Selling, general and administrative expenses
33,409

 
48,850

 
93,750

 
147,379

Amortization of intangible assets
25,443

 
25,734

 
76,331

 
77,204

Restructuring charges
3,911

 
434

 
18,742

 
3,875

Total costs and expenses
67,865

 
94,175

 
212,430

 
295,812

 
 
 
 
 
 
 
 
Income/(loss) from operations
9,628

 
1,238

 
56,741

 
(9,495
)
Litigation Settlement
62,000

 

 
62,000

 

Interest and other income
677

 
72

 
973

 
604

Loss on prepayment of Senior Notes

 

 

 
(5,364
)
Interest expense
(17,190
)
 
(17,815
)
 
(52,268
)
 
(55,697
)
Benefit (expense) from income taxes
(6,845
)
 
513

 
(6,400
)
 
560

Net income/(loss)
$
48,270

 
$
(15,992
)
 
$
61,046

 
$
(69,392
)
 
 
 
 
 
 
 
 
Basic net income (loss) per share
$
0.76

 
$
(0.25
)
 
$
0.96

 
$
(1.11
)
Diluted net income (loss) per share
$
0.65

 
$
(0.25
)
 
$
0.93

 
$
(1.11
)
Basic shares used in calculation
63,917

 
62,997

 
63,714

 
62,556

Diluted shares used in calculation
82,690

 
62,997

 
82,282

 
62,556



6


CONSOLIDATED CONDENSED BALANCE SHEETS
(in thousands)
(unaudited)
 
 
September 30, 2018
 
December 31,
2017
 
 
 
 
Cash, cash equivalents and marketable securities
121,904

 
128,089

Accounts receivable
43,912

 
72,482

Inventories
4,255

 
13,042

Property and equipment, net
11,808

 
13,024

Intangible assets, net
717,542

 
793,873

Prepaid and other assets
84,086

 
18,107

Total assets
983,507

 
1,038,617

 
 
 
 
Accounts payable
17,394

 
14,732

Income tax payable

 
126

Interest payable
10,260

 
13,220

Accrued liabilities
26,075

 
60,496

Accrued rebates, returns and discounts
80,913

 
135,828

Senior notes
302,466

 
357,220

Convertible notes
283,061

 
269,510

Contingent consideration liability
877

 
1,613

Other liabilities
20,052

 
16,364

Shareholders’ equity
242,409

 
169,508

Total liabilities and shareholders’ equity
983,507

 
1,038,617



7

Exhibit 99.1

RECONCILIATION OF GAAP NET LOSS TO NON-GAAP ADJUSTED EBITDA
(in thousands)
(unaudited)
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2018
 
2017
 
2018
 
2017
 
(unaudited)
 
(unaudited)
 
 
 
 
 
 
 
 
GAAP net income/(loss)
$
48,270

 
$
(15,992
)
 
$
61,046

 
$
(69,392
)
Commercialization agreement revenues (1)
2,862

 

 
(46,426
)
 

Commercialization agreement cost of sales (1)

 

 
6,200

 

Nucynta sales reserve (2)

 

 
(10,711
)
 

Nucynta and Lazanda revenue reserves (3)
2

 

 
(538
)
 

Expenses for opioid-related litigation, investigations and regulations (4)
1,313

 

 
4,360

 

Managed care dispute reserve

 

 

 
4,742

Intangible amortization related to product acquisitions
25,443

 
25,734

 
76,331

 
77,204

Contingent consideration related to product acquisitions
(117
)
 
(1,194
)
 
(658
)
 
(6,525
)
Stock-based compensation
2,944

 
2,911

 
7,890

 
9,870

Purdue litigation settlement
(62,000
)
 

 
(62,000
)
 

Interest and other income
(677
)
 
(72
)
 
(973
)
 
(332
)
Interest expense
17,190

 
17,584

 
52,268

 
59,829

Depreciation
(1,252
)
 
605

 
1,677

 
1,839

Provision for (benefit from) income taxes
6,845

 
(513
)
 
6,400

 
(560
)
Restructuring and related costs (5)
4,079

 
434

 
19,383

 
3,875

Other costs
75

 
612

 
123

 
3,142

Non-GAAP adjusted EBITDA
$
44,977

 
$
30,109

 
$
114,372

 
$
83,692


 
(1) Adjustment for the non-cash value assigned to inventory transferred to Collegium.
 
(2) Represents a $12.5 million benefit related to the release of sales reserves for which the Company is no longer financially responsible, net of $1.8 million in royalties payable to Grünenthal.
 
(3) Removal of the impact of revenue adjustment estimates related to products that we are no longer commercializing.
 
(4) Legal costs/expenses related to opioid-related litigation, investigations and regulations pertaining to the Company’s historical commercialization of opioid products.
 
(5) Restructuring and other costs represents non-recurring costs associated with the Company’s restructuring, reincorporation, headquarters relocation and CEO transition.


8


RECONCILIATION OF GAAP NET INCOME/(LOSS) TO NON-GAAP ADJUSTED EARNINGS
(in thousands, except per share amounts)
(unaudited)
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2018
 
2017
 
2018
 
2017
 
(unaudited)
 
(unaudited)
 
 
 
 
 
 
 
 
GAAP net income/(loss)
$
48,270

 
$
(15,992
)
 
$
61,046

 
$
(69,392
)
Commercialization agreement revenues (1)
2,862

 

 
(46,426
)
 

Commercialization agreement cost of sales (1)

 

 
6,200

 

Nucynta sales reserve (2)

 

 
(10,711
)
 
$

Non-cash interest expense on debt
5,490

 
4,839

 
16,298

 
15,613

Nucynta and Lazanda revenue reserves (3)
2

 

 
(538
)
 

Managed care dispute reserve

 

 

 
4,742

Expenses for opioid-related litigation, investigations and regulations (4)
1,313

 

 
4,360

 

Purdue Settlement
(62,000
)
 

 
(62,000
)
 

Intangible amortization related to product acquisitions
25,443

 
25,734

 
76,331

 
77,204

Contingent consideration related to product acquisitions
(117
)
 
(1,194
)
 
(658
)
 
(6,525
)
Stock-based compensation
2,944

 
2,911

 
7,890

 
9,870

Restructuring and related costs (5)
4,079

 
434

 
19,383

 
3,875

Valuation allowance on deferred tax assets

 
4,172

 

 
19,274

Other costs
75

 
612

 
123

 
3,142

Income tax effect of non-GAAP adjustments (6)
4,551

 
(11,846
)
 
(1,159
)
 
(38,249
)
Non-GAAP adjusted earnings
$
32,912

 
$
9,670

 
$
70,139

 
$
19,554

Add interest expense of convertible debt, net of tax (7)
1,704

 
1,348

 
5,110

 
2,695

Numerator
$
34,616

 
$
11,018

 
$
75,249

 
$
22,249

Shares used in calculation (7)
82,690

 
81,376

 
82,282

 
81,607

Non-GAAP adjusted earnings per share
$
0.42

 
$
0.14

 
$
0.91

 
$
0.27

 
 
(1) Adjustment for the non-cash value assigned to inventory transferred to Collegium.
 
(2) Represents a $12.5 million benefit related to the release of sales reserves for which the Company is no longer financially responsible, net of $1.8 million in royalties payable to Grünenthal.
 
(3) Removal of the impact of revenue adjustment estimates related to products that we are no longer commercializing.
 
(4) Legal costs/expenses related to opioid-related litigation, investigations and regulations pertaining to the Company’s historical commercialization of opioid products.
 
(5) Restructuring and other costs represents non-recurring costs associated with the Company’s restructuring, reincorporation, headquarters relocation and CEO transition.
 
(6) Calculated by taking the pre-tax non-GAAP adjustments and applying the statutory tax rate.
 
(7) The Company uses the if-converted method to compute diluted earnings per share with respect to its convertible debt.


9


RECONCILIATION OF GAAP NET LOSS PER SHARE TO NON-GAAP ADJUSTED EARNINGS PER SHARE
(unaudited)
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2018
 
2017
 
2018
 
2017
 
 
 
 
 
 
 
 
GAAP net income/(loss) per share
0.76

 
(0.25
)
 
0.96

 
(1.11
)
Conversion from basic shares to diluted shares
(0.17
)
 
0.06

 
(0.22
)
 
0.26

Commercialization agreement revenues
0.03

 

 
(0.57
)
 

Commercialization agreement cost of sales

 

 
0.08

 

Nucynta sales reserve

 

 
(0.13
)
 

Non-cash interest expense on debt
0.07

 
0.06

 
0.20

 
0.19

Nucynta and Lazanda revenue reserves

 

 
(0.01
)
 

Managed care dispute reserve

 

 

 
0.06

Expenses for opioid-related litigation, investigations and regulations
0.01

 

 
0.05

 

Litigation settlement
(0.75
)
 

 
(0.75
)
 

Intangible amortization related to product acquisitions
0.31

 
0.32

 
0.92

 
0.95

Contingent consideration related to product acquisitions

 
(0.01
)
 

 
(0.08
)
Stock based compensation
0.03

 
0.04

 
0.10

 
0.12

Restructuring and related costs
0.05

 
0.02

 
0.23

 
0.09

Valuation allowance on deferred tax assets

 
0.05

 

 
0.24

Income tax effect of non-GAAP adjustments
0.06

 
(0.15
)
 
(0.01
)
 
(0.47
)
Add interest expense of convertible debt, net of tax
0.02

 
0.02

 
0.06

 
0.03

Non-GAAP adjusted earnings per share
0.42

 
0.14

 
0.91

 
0.27



10



RECONCILATIONS OF GAAP REPORTED TO NON-GAAP ADJUSTED INFORMATION
For the three months ended September 30, 2018
(in thousands)
(unaudited)

 
 
Commercialization agreement revenues
 
Product Sales
 
Royalties and milestones
 
Cost of sales
 
Research and development expense
 
Selling, general and administrative expense
 
Restructuring Charges
 
Amortization of intangible assets
 
Interest expense
 
Other Income
 
Provision for (benefit from) income taxes
GAAP as reported
 
$
27,781

 
$
29,435

 
$
20,277

 
$
2,975

 
$
2,127

 
$
33,409

 
$
3,911

 
$
25,443

 
$
(17,190
)
 
$
62,677

 
$
(6,845
)
Commercialization agreement revenues and cost of sales
 
2,862

 

 

 

 

 

 

 

 

 

 

Nucynta sales reserve
 

 

 

 

 

 

 

 

 

 

 

Non-cash interest expense on debt
 

 

 

 

 

 

 

 

 
5,490

 

 

Nucynta and Lazanda revenue reserves
 

 
2

 

 

 

 

 

 

 

 

 

Expenses for opioid-related litigation, investigations and regulations
 

 

 

 

 

 
(1,313
)
 

 

 

 

 

Intangible amortization related to product acquisitions
 

 

 

 

 

 

 

 
(25,443
)
 

 

 

Contingent consideration related to product acquisitions
 

 

 

 

 

 
117

 

 

 

 

 

Stock based compensation
 

 

 

 

 
(270
)
 
(2,674
)
 
173

 

 

 

 

Restructuring and other costs
 

 

 

 

 

 
(168
)
 
(4,084
)
 

 

 

 

Other costs
 

 

 

 

 

 
(75
)
 

 

 

 

 

Purdue litigation settlement
 

 

 

 

 

 

 

 

 

 
(62,000
)
 

Income tax effect of non-GAAP adjustments
 

 

 

 

 

 

 

 

 

 

 
4,551

Non-GAAP adjusted
 
$
30,643

 
$
29,437

 
$
20,277

 
$
2,975

 
$
1,857

 
$
29,296

 
$

 
$

 
$
(11,700
)
 
$
677

 
$
(2,294
)















11


RECONCILATIONS OF GAAP REPORTED TO NON-GAAP ADJUSTED INFORMATION
For the nine months ended September 30, 2018
(in thousands)
(unaudited)

 
 
Commercialization agreement revenues
 
Product Sales
 
Royalties and milestones
 
Cost of sales
 
Research and development expense
 
Selling, general and administrative expense
 
Restructuring Charges
 
Amortization of intangible assets
 
Interest expense
 
Other Income
 
Provision for (benefit from) income taxes
GAAP as reported
 
$
142,760

 
$
100,627

 
$
25,784

 
$
17,772

 
$
5,835

 
$
93,750

 
$
18,742

 
$
76,331

 
$
(52,268
)
 
$
62,973

 
$
(6,400
)
Commercialization agreement revenues and cost of sales
 
(46,426
)
 

 

 
(6,200
)
 

 

 

 

 

 

 

Nucynta sales reserve
 

 
(10,711
)
 

 

 

 

 

 

 
 
 

 

Non-cash interest expense on debt
 

 

 

 

 

 

 

 

 
16,298

 

 

Nucynta and Lazanda revenue reserves
 

 
(538
)
 

 

 

 

 

 

 

 

 

Expenses for opioid-related litigation, investigations and regulations
 

 

 

 

 

 
(4,360
)
 

 

 

 

 

Intangible amortization related to product acquisitions
 

 

 

 

 

 
 
 

 
(76,331
)
 

 

 

Contingent consideration related to product acquisitions
 

 

 

 

 

 
658

 

 

 

 

 

Stock based compensation
 

 

 

 
(30
)
 
(337
)
 
(7,523
)
 
(2,385
)
 

 

 

 

Restructuring and other costs
 

 

 

 

 

 
(641
)
 
(16,357
)
 

 

 

 

Other costs
 

 

 

 

 

 
(123
)
 

 

 

 

 

Purdue litigation settlement
 

 

 

 

 

 

 

 

 

 
(62,000
)
 

Income tax effect of non-GAAP adjustments
 
 
 
 
 

 

 

 

 

 

 

 
 
 
(1,159
)
Non-GAAP adjusted
 
$
96,334

 
$
89,378

 
$
25,784

 
$
11,542

 
$
5,498

 
$
81,761

 
$

 
$

 
$
(35,970
)
 
$
973

 
$
(7,559
)



12


FULL-YEAR 2018 NON-GAAP GUIDANCE RECONCILATION
(in millions)
(unaudited)
 
 
Full Year 2018 Guidance
 
Earnings(1)
 
R&D
 
SG&A
 
Low End
 
High End
 
Low End
 
High End
 
Low End
 
High End
GAAP
$
40

 
$
50

 
$
9

 
$
14

 
$
118

 
$
128

Specified Items(2)
$
105

 
$
105

 
$
(2
)
 
$
(2
)
 
$
(18
)
 
$
(18
)
Non-GAAP
$
145

 
$
155

 
$
7

 
$
12

 
$
100

 
$
110

 
 
(1) GAAP net income guidance refers to GAAP net income and non-GAAP earnings guidance refers to non-GAAP adjusted EBITDA.
 
(2) For purposes of this forward-looking reconciliation, a description of the categories of specified items included in this reconciliation are detailed in the tables above.


13