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
November 6, 2018
Date of Report (Date of earliest event reported)
 
 
JAZZ PHARMACEUTICALS PUBLIC LIMITED COMPANY
(Exact name of registrant as specified in its charter)
 
 
 
 
 
 
 
 
Ireland
 
001-33500
 
98-1032470
(State or Other Jurisdiction
of Incorporation)
 
(Commission
File No.)
 
(IRS Employer
Identification No.)
Fifth Floor, Waterloo Exchange, Waterloo Road, Dublin 4, Ireland
(Address of principal executive offices, including zip code)
011-353-1-634-7800
(Registrant's telephone number, including area code)
 
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:
 
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
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 ¨

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.  ¨






Item 2.02. Results of Operations and Financial Condition.
On November 6, 2018, Jazz Pharmaceuticals plc (the “Company”) issued a press release (the “Press Release”) announcing financial results for the Company for the quarter ended September 30, 2018. A copy of the Press Release is furnished as Exhibit 99.1 to this current report.
The information in this Item 2.02 and in the Press Release furnished as Exhibit 99.1 to this current report shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained in this Item 2.02 and in the Press Release furnished as Exhibit 99.1 to this current report shall not be incorporated by reference into any filing with the U.S. 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
Exhibit
Number
Description
 
 
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.
 
 
 
 
 
JAZZ PHARMACEUTICALS PUBLIC LIMITED COMPANY
 
 
 
 
By:
/s/ Matthew P. Young
 
Name:
Matthew P. Young
 
Title:
Executive Vice President and Chief Financial Officer
Date: November 6, 2018






Exhibit
Exhibit 99.1
http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12533325&doc=3

JAZZ PHARMACEUTICALS ANNOUNCES THIRD QUARTER 2018
FINANCIAL RESULTS

GAAP Diluted EPS of $2.41; Adjusted Diluted EPS of $3.58 Reflects Growth of 11%

Total Revenues Increased 14% to $469 Million

Xyrem Product Sales Increased 18% to $357 Million

Received EU Marketing Authorization for Vyxeos and Initiated Rolling Launch

ANDA Filer Settlement Reached, Resolving Outstanding Xyrem Patent Litigation

Received FDA Approval of Xyrem for Pediatric Narcolepsy Patients

DUBLIN, November 6, 2018 -- Jazz Pharmaceuticals plc (Nasdaq: JAZZ) today announced financial results for the third quarter of 2018 and updated financial guidance for 2018.
“We delivered strong top-line and bottom-line growth in the third quarter and recently achieved two significant regulatory milestones, with the receipt of marketing authorization for Vyxeos in the EU and FDA approval of Xyrem for pediatric narcolepsy patients,” said Bruce Cozadd, chairman and chief executive officer of Jazz Pharmaceuticals. “In the U.S., we are reinforcing Vyxeos as essential therapy for secondary AML with increased education and outreach programs to address the complex and evolving marketplace for AML. As we approach year end, we are also focused on our remaining 2018 corporate goals, including our planned solriamfetol EU regulatory submission and expected FDA approval of solriamfetol.”
GAAP net income for the third quarter of 2018 was $149.3 million, or $2.41 per diluted share, compared to $63.5 million, or $1.03 per diluted share, for the third quarter of 2017.
Adjusted net income for the third quarter of 2018 was $221.7 million, or $3.58 per diluted share, compared to $197.6 million, or $3.22 per diluted share, for the third quarter of 2017. Reconciliations of applicable GAAP reported to non-GAAP adjusted information are included at the end of this press release.

Financial Highlights
 
Three Months Ended
September 30,
 
 
 
Nine Months Ended
September 30,
 
 
(In thousands, except per share amounts and percentages)
2018
 
2017
 
Change
 
2018
 
2017
 
Change
Total revenues
$
469,373

 
$
411,855

 
14
%
 
$
1,414,465

 
$
1,182,294

 
20
%
GAAP net income
$
149,316

 
$
63,526

 
135
%
 
$
287,628

 
$
255,641

 
13
%
Adjusted net income
$
221,655

 
$
197,649

 
12
%
 
$
618,662

 
$
496,225

 
25
%
GAAP EPS
$
2.41

 
$
1.03

 
134
%
 
$
4.68

 
$
4.17

 
12
%
Adjusted EPS
$
3.58

 
$
3.22

 
11
%
 
$
10.06

 
$
8.09

 
24
%


1



Total Revenues

Three Months Ended
September 30,
 
Nine Months Ended
September 30,
(In thousands)
2018
 
2017
 
2018
 
2017
Xyrem® (sodium oxybate) oral solution
$
357,251

 
$
303,870

 
$
1,030,036

 
$
874,222

Erwinaze® / Erwinase® (asparaginase Erwinia chrysanthemi)
41,134

 
49,173

 
150,474

 
149,585

Defitelio® (defibrotide sodium) / defibrotide
36,177

 
31,213

 
111,736

 
97,351

Vyxeos® (daunorubicin and cytarabine) liposome for injection
21,038

 
9,719

 
75,217

 
9,719

Prialt® (ziconotide) intrathecal infusion
5,792

 
7,930

 
20,839

 
21,303

Other
3,805

 
6,066

 
13,837

 
19,124

Product sales, net
465,197

 
407,971

 
1,402,139

 
1,171,304

Royalties and contract revenues
4,176

 
3,884

 
12,326

 
10,990

Total revenues
$
469,373

 
$
411,855

 
$
1,414,465

 
$
1,182,294

Total revenues increased 14% in the third quarter of 2018 compared to the same period in 2017 due to the contribution of strong sales from Xyrem and Defitelio and the inclusion of a full quarter of Vyxeos sales.
Xyrem net product sales increased 18% in the third quarter of 2018 compared to the same period in 2017.
Erwinaze/Erwinase net product sales decreased 16% in the third quarter of 2018 compared to the same period in 2017. Ongoing supply challenges at the manufacturer, Porton Biopharma Limited, continue to negatively impact the company's ability to provide patients with this important component of the treatment regimen for acute lymphoblastic leukemia. There is currently a global supply outage of Erwinaze, and the company expects further supply disruptions during the fourth quarter and into 2019.
Defitelio/defibrotide net product sales increased 16% in the third quarter of 2018 compared to the same period in 2017. The company continues to expect inter-quarter variability in Defitelio net sales given that hepatic veno-occlusive disease (VOD) is an ultra-rare disease.
Vyxeos net product sales were $21.0 million in the third quarter of 2018 compared to $9.7 million in the third quarter of 2017, which reflected the first six weeks of sales post-launch in August 2017. The company is implementing initiatives focused on establishing Vyxeos as essential therapy for patients with secondary acute myeloid leukemia (AML), as the company addresses challenges to wider adoption in a complex and evolving AML market.


2



Operating Expenses
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
(In thousands, except percentages)
2018
 
2017
 
2018
 
2017
GAAP:
 
 
 
 
 
 
 
Cost of product sales
$
26,574

 
$
31,203

 
$
95,207

 
$
84,940

Gross margin
94.3
%
 
92.4
%
 
93.2
%
 
92.7
%
Selling, general and administrative
$
155,873

 
$
124,523

 
$
521,665

 
$
401,106

% of total revenues
33.2
%
 
30.2
%
 
36.9
%
 
33.9
%
Research and development
$
51,160

 
$
47,362

 
$
169,959

 
$
132,447

% of total revenues
10.9
%
 
11.5
%
 
12.0
%
 
11.2
%
Acquired in-process research and development
$

 
$
75,000

 
$

 
$
77,000

Impairment charges
$

 
$

 
$
42,896

 
$

Income tax provision
$
19,348

 
$
1,239

 
$
75,018

 
$
65,914

Effective tax rate
11.4
%
 
1.9
%
 
20.6
%
 
20.5
%
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
(In thousands, except percentages)
2018
 
2017
 
2018
 
2017
Non-GAAP adjusted:
 
 
 
 
 
 
 
Cost of product sales
$
25,049

 
$
29,630

 
$
90,185

 
$
80,594

Gross margin
94.6
%
 
92.7
%
 
93.6
%
 
93.1
%
Selling, general and administrative
$
136,895

 
$
103,620

 
$
406,580

 
$
333,524

% of total revenues
29.2
%
 
25.2
%
 
28.7
%
 
28.2
%
Research and development
$
46,560

 
$
42,712

 
$
145,275

 
$
118,796

% of total revenues
9.9
%
 
10.4
%
 
10.3
%
 
10.0
%
Income tax provision
$
30,266

 
$
24,410

 
$
119,295

 
$
104,307

Effective tax rate
12.0
%
 
11.0
%
 
16.1
%
 
17.4
%
Operating expenses changed over the prior year period primarily due to the following:
Selling, general and administrative (SG&A) expenses increased in the third quarter of 2018 compared to the same period in 2017 on a GAAP and on a non-GAAP adjusted basis due to higher expenses resulting from the expansion of the company’s business, including the rolling launch of Vyxeos in the EU and pre-launch activities for solriamfetol in anticipation of U.S. Food and Drug Administration (FDA) approval.
Research and development (R&D) expenses increased in the third quarter of 2018 compared to the same period in 2017 on a GAAP and on a non-GAAP adjusted basis due to an increase in expenses related to the company's pre-clinical and clinical development programs and regulatory activities, including an increase in headcount to support these activities.
Acquired in-process research and development expense in the third quarter of 2017 related to an upfront payment of $75.0 million in connection with a collaboration and option agreement with ImmunoGen, Inc.

3



Cash Flow and Balance Sheet
As of September 30, 2018, cash, cash equivalents and investments were $1.1 billion and the outstanding principal balance of the company’s long-term debt was $1.8 billion. During the nine months ended September 30, 2018, the company generated $574.6 million of cash from operations, received a $50.0 million upfront payment for the sale of its rights to Prialt, purchased a priority review voucher for $110.0 million and used $77.0 million to repurchase approximately 500,000 ordinary shares under the company's share repurchase program at an average cost of $154.03 per ordinary share. As of September 30, 2018, the remaining amount authorized under the share repurchase program was $106 million. In November 2018, the company's board of directors increased the share repurchase program by $320 million.

Recent Developments
In August 2018, the company initiated the EU rolling launch of Vyxeos® 44 mg/100 mg powder for concentrate for solution for infusion for the treatment of adults with newly diagnosed, therapy-related acute myeloid leukemia (t-AML) or AML with myelodysplasia-related changes (AML-MRC), following EU approval on August 23, 2018.
In September 2018, the company completed the sale of its rights to Prialt to TerSera Therapeutics LLC for a total purchase price of $80.0 million, of which the company received $50.0 million at closing and, subject to certain conditions, is scheduled to receive $15.0 million at the end of 2019 and $15.0 million at the end of 2020.
In September 2018, Nippon Shinyaku Co., Ltd. announced that Japan’s Ministry of Health, Labour and Welfare granted orphan drug designation to defibrotide sodium for the treatment of hepatic VOD following hematopoietic stem-cell transplantation, and, in October 2018, Nippon Shinyaku Co., Ltd. submitted a new drug application (NDA) in Japan.
In October 2018, the company announced the settlement of patent litigation against Amneal Pharmaceuticals LLC related to its abbreviated new drug application (ANDA) to market a generic version of Xyrem. This represents settlement of all outstanding patent litigation related to Xyrem.
In October 2018, the company received FDA approval of its supplemental NDA for Xyrem to treat cataplexy and excessive daytime sleepiness in pediatric narcolepsy patients and plans to launch in the first half of 2019.


4



2018 Financial Guidance
Jazz Pharmaceuticals is updating its full year 2018 financial guidance as follows (in millions, except per share amounts and percentages):
Revenues
$1,860 - $1,900
Total net product sales
$1,845 - $1,880
-Xyrem net sales
$1,385 - $1,400
-Erwinaze/Erwinase net sales
$165 - $175
-Defitelio/defibrotide net sales
$145 - $165
-Vyxeos net sales
$95 - $110
GAAP gross margin %
93%
Non-GAAP adjusted gross margin %1,5
93%
GAAP SG&A expenses
$671 - $694
Non-GAAP adjusted SG&A expenses2,5
$540 - $555
GAAP R&D expenses
$223 - $241
Non-GAAP adjusted R&D expenses3,5
$195 - $210
GAAP effective tax rate
19% - 22%
Non-GAAP adjusted effective tax rate4,5
16% - 18%
GAAP net income per diluted share
$5.70 - $6.90
Non-GAAP adjusted net income per diluted share5
$12.75 - $13.25
____________________________
1.
Excludes $4-$8 million of share-based compensation expense from estimated GAAP gross margin.
2.
Excludes $74-$82 million of share-based compensation expense and $57 million of estimated loss contingency from estimated GAAP SG&A expenses.
3.
Excludes $17-$20 million of share-based compensation expense and $11 million of milestone payments from estimated GAAP R&D expenses.
4.
Excludes the income tax effect of adjustments between GAAP reported and non-GAAP adjusted net income.
5.
See “Non-GAAP Financial Measures” below. Reconciliations of non-GAAP adjusted guidance measures are included above and in the table titled "Reconciliation of GAAP to Non-GAAP Adjusted 2018 Net Income Guidance" at the end of this press release.

Conference Call Details
Jazz Pharmaceuticals will host an investor conference call and live audio webcast today at 4:30 p.m. EST (9:30 p.m. GMT) to provide a business and financial update and discuss its 2018 third quarter results. The live webcast may be accessed from the Investors section of the company’s website at www.jazzpharmaceuticals.com. Please connect to the website prior to the start of the conference call to ensure adequate time for any software downloads that may be necessary. Investors may participate in the conference call by dialing +1 855 353 7924 in the U.S., or +1 503 343 6056 outside the U.S., and entering passcode 8048589.
A replay of the conference call will be available through November 13, 2018 by dialing +1 855 859 2056 in the U.S., or +1 404 537 3406 outside the U.S., and entering passcode 8048589. An archived version of the webcast will be available for at least one week in the Investors section of the company's website at www.jazzpharmaceuticals.com.


5



About Jazz Pharmaceuticals plc
Jazz Pharmaceuticals plc (Nasdaq: JAZZ) is an international biopharmaceutical company focused on improving patients’ lives by identifying, developing and commercializing meaningful products that address unmet medical needs. The company has a diverse portfolio of products and product candidates with a focus in the areas of sleep and hematology/oncology. In these areas, Jazz Pharmaceuticals markets Xyrem® (sodium oxybate) oral solution, Erwinaze® (asparaginase Erwinia chrysanthemi), Defitelio® (defibrotide sodium) and Vyxeos® (daunorubicin and cytarabine) liposome for injection in the U.S. and markets Erwinase®, Defitelio® (defibrotide) and Vyxeos® 44 mg/100 mg powder for concentrate for solution for infusion in countries outside the U.S. For country-specific product information, please visit www.jazzpharmaceuticals.com/products.  For more information, please visit www.jazzpharmaceuticals.com and follow us on Twitter at @JazzPharma.

Non-GAAP Financial Measures
To supplement Jazz Pharmaceuticals’ financial results and guidance presented in accordance with U.S. generally accepted accounting principles (GAAP), the company uses certain non-GAAP (also referred to as adjusted or non-GAAP adjusted) financial measures in this press release and the accompanying tables. In particular, the company presents non-GAAP adjusted net income (and the related per share measure) and its line item components, as well as certain non-GAAP adjusted financial measures derived therefrom, including non-GAAP adjusted gross margin percentage and non-GAAP adjusted effective tax rate. Non-GAAP adjusted net income (and the related per share measure) and its line item components exclude from reported GAAP net income (and the related per share measure) and its line item components certain items, as detailed in the reconciliation tables that follow, and in the case of non-GAAP adjusted net income (and the related per share measure), adjust for the income tax effect of non-GAAP adjustments. In this regard, the components of non-GAAP adjusted net income, including non-GAAP cost of product sales, non-GAAP SG&A expenses and non-GAAP R&D expenses, are income statement line items prepared on the same basis as, and therefore components of, the overall non-GAAP adjusted net income measure.
The company believes that each of these non-GAAP financial measures provides useful supplementary information to, and facilitates additional analysis by, investors and analysts. In particular, the company believes that each of these non-GAAP financial measures, when considered together with the company’s financial information prepared in accordance with GAAP, can enhance investors’ and analysts' ability to meaningfully compare the company’s results from period to period and to its forward-looking guidance, and to identify operating trends in the company’s business. In addition, these non-GAAP financial measures are regularly used by investors and analysts to model and track the company’s financial performance. Jazz Pharmaceuticals’ management also regularly uses these non-GAAP financial measures internally to understand, manage and evaluate the company’s business and to make operating decisions, and compensation of executives is based in part on certain of these non-GAAP financial measures. Because these non-GAAP financial measures are important internal measurements for Jazz Pharmaceuticals’ management, the company also believes that these non-GAAP financial measures are useful to investors and analysts since these measures allow for greater transparency with respect to key financial metrics the company uses in assessing its own operating performance and making operating decisions.
These non-GAAP financial measures are not meant to be considered in isolation or as a substitute for comparable GAAP measures; should be read in conjunction with the company’s condensed consolidated financial statements prepared in accordance with GAAP; have no standardized meaning prescribed by GAAP; and are not prepared under any comprehensive set of accounting rules or principles. In addition, from time to time in the future there may be other items that the company may exclude for purposes of its non-GAAP financial measures; and the company has ceased, and may in the future cease, to exclude items that it has historically excluded for purposes of its non-GAAP financial measures. Likewise, the company may determine to modify the nature of its adjustments to arrive at its non-GAAP financial measures. Because of the non-standardized definitions of non-GAAP financial measures, the non-GAAP

6



financial measures as used by Jazz Pharmaceuticals in this press release and the accompanying tables have limits in their usefulness to investors and may be calculated differently from, and therefore may not be directly comparable to, similarly titled measures used by other companies.

“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995
This press release contains forward-looking statements, including, but not limited to, statements related to Jazz Pharmaceuticals’ future financial and operating results, including its 2018 financial guidance, the company's 2018 corporate goals, including the planned EU regulatory submission for and expected FDA approval of solriamfetol, increasing educational and outreach initiatives to reinforce Vyxeos as essential therapy in secondary AML, the company’s plans to launch Xyrem for the treatment of cataplexy and excessive daytime sleepiness in pediatric narcolepsy patients and the timing thereof, the company’s expectations for future Erwinaze supply disruptions and inter-quarter variability in Defitelio net sales, and other statements that are not historical facts.  These forward-looking statements are based on the company’s current plans, objectives, estimates, expectations and intentions 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 and uncertainties associated with: maintaining or increasing sales of and revenue from Xyrem; effectively commercializing the company’s other products and product candidates; the time-consuming and uncertain regulatory approval process, including the risk that the company’s regulatory submissions, including the solriamfetol NDA, may not be approved by applicable regulatory authorities in a timely manner or at all; protecting and enhancing the company’s intellectual property rights, including potential future challenges to the company’s intellectual property around Xyrem; delays or problems in the supply or manufacture of the company’s products and product candidates; complying with applicable U.S. and non-U.S. regulatory requirements; government investigations and other actions, including the risk that the company may not ultimately reach a final settlement with the U.S. Department of Justice to resolve an investigation relating to the company’s support of 501(c)(3) organizations that provide financial assistance to Medicare patients; obtaining and maintaining appropriate pricing and reimbursement for the company’s products; pharmaceutical product development and the uncertainty of clinical success, including risks related to failure or delays in initiating or completing clinical trials; identifying and acquiring, in-licensing or developing additional products or product candidates, financing these transactions and successfully integrating acquired businesses; the ability to achieve expected future financial performance and results and the uncertainty of future tax and other provisions and estimates; and other risks and uncertainties affecting the company, including those described from time to time under the caption “Risk Factors” and elsewhere in Jazz Pharmaceuticals plc’s Securities and Exchange Commission filings and reports (Commission File No. 001-33500), including the company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018 and future filings and reports by the company, including the company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2018.  Other risks and uncertainties of which the company is not currently aware may also affect the company’s forward-looking statements and may cause actual results and the timing of events to differ materially from those anticipated.  The forward-looking statements herein are made only as of the date hereof or as of the dates indicated in the forward-looking statements, even if they are subsequently made available by the company on its website or otherwise.  The company undertakes no obligation to update or supplement any forward-looking statements to reflect actual results, new information, future events, changes in its expectations or other circumstances that exist after the date as of which the forward-looking statements were made.

7



JAZZ PHARMACEUTICALS PLC
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share amounts)
(Unaudited)

 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
2018
 
2017
 
2018
 
2017
Revenues:
 
 
 
 
 
 
 
Product sales, net
$
465,197

 
$
407,971

 
$
1,402,139

 
$
1,171,304

Royalties and contract revenues
4,176

 
3,884

 
12,326

 
10,990

Total revenues
469,373

 
411,855

 
1,414,465

 
1,182,294

Operating expenses:
 
 
 
 
 
 
 
Cost of product sales (excluding amortization of intangible assets)
26,574

 
31,203

 
95,207

 
84,940

Selling, general and administrative
155,873

 
124,523

 
521,665

 
401,106

Research and development
51,160

 
47,362

 
169,959

 
132,447

Intangible asset amortization
46,989

 
47,313

 
154,955

 
99,164

Impairment charges

 

 
42,896

 

Acquired in-process research and development

 
75,000

 

 
77,000

Total operating expenses
280,596

 
325,401

 
984,682

 
794,657

Income from operations
188,777

 
86,454

 
429,783

 
387,637

Interest expense, net
(18,920
)
 
(19,192
)
 
(59,171
)
 
(56,330
)
Foreign exchange loss
(756
)
 
(2,224
)
 
(5,181
)
 
(9,115
)
Loss on extinguishment and modification of debt

 

 
(1,425
)
 

Income before income tax provision and equity in loss of investees
169,101

 
65,038

 
364,006

 
322,192

Income tax provision
19,348

 
1,239

 
75,018

 
65,914

Equity in loss of investees
437

 
273

 
1,360

 
637

Net income
$
149,316

 
$
63,526

 
$
287,628

 
$
255,641

 
 
 
 
 
 
 
 
Net income per ordinary share:
 
 
 
 
 
 
 
Basic
$
2.47

 
$
1.06

 
$
4.78

 
$
4.26

Diluted
$
2.41

 
$
1.03

 
$
4.68

 
$
4.17

Weighted-average ordinary shares used in per share calculations - basic
60,476

 
60,108

 
60,196

 
60,030

Weighted-average ordinary shares used in per share calculations - diluted
61,857

 
61,436

 
61,493

 
61,360







8



JAZZ PHARMACEUTICALS PLC
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)

 
September 30,
2018
 
December 31,
2017
ASSETS
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
499,018

 
$
386,035

Investments
565,000

 
215,000

Accounts receivable, net of allowances
279,437

 
224,129

Inventories
43,435

 
43,245

Prepaid expenses
23,189

 
23,182

Other current assets
54,310

 
76,686

Total current assets
1,464,389

 
968,277

Property, plant and equipment, net
198,053

 
170,080

Intangible assets, net
2,787,281

 
2,979,127

Goodwill
932,422

 
947,537

Deferred tax assets, net
37,582

 
34,559

Deferred financing costs
10,058

 
7,673

Other non-current assets
56,003

 
16,419

Total assets
$
5,485,788

 
$
5,123,672

LIABILITIES AND SHAREHOLDERS’ EQUITY
 
 
 
Current liabilities:
 
 
 
Accounts payable
$
37,373

 
$
24,368

Accrued liabilities
257,453

 
198,779

Current portion of long-term debt
33,387

 
40,605

Income taxes payable
7,139

 
21,577

Deferred revenue
5,935

 
8,618

Total current liabilities
341,287

 
293,947

Deferred revenue, non-current
10,934

 
16,115

Long-term debt, less current portion
1,560,582

 
1,540,433

Deferred tax liabilities, net
337,021

 
383,472

Other non-current liabilities
208,647

 
176,608

Total shareholders’ equity
3,027,317

 
2,713,097

Total liabilities and shareholders’ equity
$
5,485,788

 
$
5,123,672


9



JAZZ PHARMACEUTICALS PLC
SUMMARY OF CASH FLOWS
(In thousands)
(Unaudited)

 
Nine Months Ended
September 30,
 
2018
 
2017
Net cash provided by operating activities
$
574,558

 
$
488,528

Net cash used in investing activities
(428,229
)
 
(237,072
)
Net cash used in financing activities
(32,674
)
 
(369,127
)
Effect of exchange rates on cash and cash equivalents
(672
)
 
4,323

Net increase (decrease) in cash and cash equivalents
$
112,983

 
$
(113,348
)





JAZZ PHARMACEUTICALS PLC
RECONCILIATIONS OF GAAP REPORTED TO NON-GAAP ADJUSTED INFORMATION
(In thousands, except per share amounts)
(Unaudited)

 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
2018
 
2017
 
2018
 
2017
GAAP reported net income
$
149,316

 
$
63,526

 
$
287,628

 
$
255,641

Intangible asset amortization
46,989

 
47,313

 
154,955

 
99,164

Share-based compensation expense
25,103

 
27,126

 
75,718

 
79,579

Estimated loss contingency

 

 
57,000

 

Impairment charges and disposal costs

 

 
43,969

 

Upfront and milestone payments

 
75,000

 
11,000

 
75,000

Expenses related to certain legal proceedings

 

 

 
6,000

Non-cash interest expense
11,165

 
7,855

 
32,669

 
19,234

Income tax effect of above adjustments
(13,786
)
 
(23,171
)
 
(47,145
)
 
(38,393
)
U.S. Tax Cuts and Jobs Act impact
2,868

 

 
2,868

 

Non-GAAP adjusted net income
$
221,655

 
$
197,649

 
$
618,662

 
$
496,225

 
 
 
 
 
 
 
 
GAAP reported net income per diluted share
$
2.41

 
$
1.03

 
$
4.68

 
$
4.17

Non-GAAP adjusted net income per diluted share
$
3.58

 
$
3.22

 
$
10.06

 
$
8.09

Weighted-average ordinary shares used in diluted per share calculations
61,857

 
61,436

 
61,493

 
61,360



10



JAZZ PHARMACEUTICALS PLC
RECONCILIATIONS OF GAAP REPORTED TO NON-GAAP ADJUSTED INFORMATION
CERTAIN LINE ITEMS AND OTHER INFORMATION
(In thousands, except per share amounts and percentages)
(Unaudited)

 
Three Months Ended
 
September 30, 2018
 
September 30, 2017
 
GAAP Reported
 
Adjustments
 
Non-GAAP Adjusted
 
GAAP Reported
 
Adjustments
 
Non-GAAP Adjusted
Total revenues
$
469,373

 
$

 
$
469,373

 
$
411,855

 
$

 
$
411,855

Cost of product sales (excluding amortization of intangible assets)
26,574

 
(1,525
)
(a) 
25,049

 
31,203

 
(1,573
)
(a) 
29,630

Selling, general and administrative
155,873

 
(18,978
)
(b) 
136,895

 
124,523

 
(20,903
)
(b) 
103,620

Research and development
51,160

 
(4,600
)
(c) 
46,560

 
47,362

 
(4,650
)
(c) 
42,712

Intangible asset amortization
46,989

 
(46,989
)
 

 
47,313

 
(47,313
)
 

Acquired in-process research and development

 

 

 
75,000

 
(75,000
)
 

Interest expense, net
18,920

 
(11,165
)
(d) 
7,755

 
19,192

 
(7,855
)
(d) 
11,337

Foreign exchange loss
756

 

 
756

 
2,224

 

 
2,224

Income before income tax provision and equity in loss of investees
169,101

 
83,257

(e) 
252,358

 
65,038

 
157,294

(e) 
222,332

Income tax provision
19,348

 
10,918

(f) 
30,266

 
1,239

 
23,171

(f) 
24,410

Effective tax rate (g)
11.4
%
 
 
 
12.0
%
 
1.9
%
 
 
 
11.0
%
Equity in loss of investees
437

 

 
437

 
273

 

 
273

Net income
$
149,316

 
$
72,339

(h) 
$
221,655

 
$
63,526

 
$
134,123

(h) 
$
197,649

Net income per diluted share
$
2.41

 
 
 
$
3.58

 
$
1.03

 
 
 
$
3.22




11



JAZZ PHARMACEUTICALS PLC
RECONCILIATIONS OF GAAP REPORTED TO NON-GAAP ADJUSTED INFORMATION
CERTAIN LINE ITEMS AND OTHER INFORMATION
(In thousands, except per share amounts and percentages)
(Unaudited)

 
Nine Months Ended
 
September 30, 2018
 
September 30, 2017
 
GAAP Reported
 
Adjustments
 
Non-GAAP Adjusted
 
GAAP Reported
 
Adjustments
 
Non-GAAP Adjusted
Total revenues
$
1,414,465

 
$

 
$
1,414,465

 
$
1,182,294

 
$

 
$
1,182,294

Cost of product sales (excluding amortization of intangible assets)
95,207

 
(5,022
)
(i) 
90,185

 
84,940

 
(4,346
)
(i) 
80,594

Selling, general and administrative
521,665

 
(115,085
)
(j) 
406,580

 
401,106

 
(67,582
)
(j) 
333,524

Research and development
169,959

 
(24,684
)
(k) 
145,275

 
132,447

 
(13,651
)
(k) 
118,796

Intangible asset amortization
154,955

 
(154,955
)
 

 
99,164

 
(99,164
)
 

Impairment charges
42,896

 
(42,896
)
 

 

 

 

Acquired in-process research and development

 

 

 
77,000

 
(75,000
)
 
2,000

Interest expense, net
59,171

 
(32,669
)
(d) 
26,502

 
56,330

 
(19,234
)
(d) 
37,096

Foreign exchange loss
5,181

 

 
5,181

 
9,115

 

 
9,115

Loss on extinguishment and modification of debt
1,425

 

 
1,425

 

 

 

Income before income tax provision and equity in loss of investees
364,006

 
375,311

(l) 
739,317

 
322,192

 
278,977

(l) 
601,169

Income tax provision
75,018

 
44,277

(m) 
119,295

 
65,914

 
38,393

(m) 
104,307

Effective tax rate (g)
20.6
%
 
 
 
16.1
%
 
20.5
%
 
 
 
17.4
%
Equity in loss of investees
1,360

 

 
1,360

 
637

 

 
637

Net income
$
287,628

 
$
331,034

(n) 
$
618,662

 
$
255,641

 
$
240,584

(n) 
$
496,225

Net income per diluted share
$
4.68

 
 
 
$
10.06

 
$
4.17

 
 
 
$
8.09

_____________________________
Explanation of Adjustments and Certain Line Items (in thousands):
(a)
Share-based compensation expense of $1,525 and $1,573 for the three months ended September 30, 2018 and 2017, respectively.
(b)
Share-based compensation expense of $18,978 and $20,903 for the three months ended September 30, 2018 and 2017, respectively.
(c)
Share-based compensation expense of $4,600 and $4,650 for the three months ended September 30, 2018 and 2017, respectively.
(d)
Non-cash interest expense associated with debt discount and debt issuance costs for the respective three-month period.
(e)
Sum of adjustments (a) through (d) plus the adjustments for intangible asset amortization and acquired in-process research and development, as applicable, for the respective three-month period.
(f)
Income tax adjustments related to the income tax effect of adjustments between GAAP reported and non-GAAP adjusted net income of $13,786 and $23,171 offset by the impact of the U.S. Tax Cuts and Jobs Act of $2,868 and $0 for the three months ended September 30, 2018 and 2017, respectively.
(g)
Income tax provision divided by income before income tax provision and equity in loss of investees for the respective three- and nine-month periods.
(h)
Net of adjustments (e) and (f) for the respective three-month period.
(i)
Share-based compensation expense of $5,022 and $4,346 for the nine months ended September 30, 2018 and 2017, respectively.
(j)
Share-based compensation expense of $57,012 and $61,582, estimated loss contingency of $57,000 and $0, disposal costs of $1,073 and $0 and expenses related to certain legal proceedings of $0 and $6,000 for the nine months ended September 30, 2018 and 2017, respectively.
(k)
Share-based compensation expense of $13,684 and $13,651 and upfront and milestone payments of $11,000 and $0 for the nine months ended September 30, 2018 and 2017, respectively.
(l)
Sum of adjustments (i), (j), (k) and (d) plus the adjustments for intangible asset amortization, impairment charges and acquired in-process research and development, as applicable, for the respective nine-month period.
(m)
Income tax adjustments related to the income tax effect of adjustments between GAAP reported and non-GAAP adjusted net income of $47,145 and $38,393 offset by the impact of the U.S. Tax Cuts and Jobs Act of $2,868 and $0 for the nine months ended September 30, 2018 and 2017, respectively.
(n)
Net of adjustments (l) and (m) for the respective nine-month period.

12



JAZZ PHARMACEUTICALS PLC
RECONCILIATION OF GAAP TO NON-GAAP ADJUSTED 2018 NET INCOME GUIDANCE
(In millions, except per share amounts)
(Unaudited)


GAAP net income*
$350 - $420
Intangible asset amortization
200 - 220
Share-based compensation expense
95 - 110
Estimated loss contingency
57
Impairment charges and disposal costs
44
Milestone payments
11
Non-cash interest expense
40 - 50
Income tax effect of above adjustments*
(55) - (65)
U.S. Tax Cuts and Jobs Act impact*
3
Non-GAAP adjusted net income
$780 - $815
 
 
GAAP net income per diluted share
$5.70 - $6.90
Non-GAAP adjusted net income per diluted share 
$12.75 - $13.25
 
 
Weighted-average ordinary shares used in per share calculations
62
_____________________________
* Updated November 6, 2018.



Contacts:

Investors:
Kathee Littrell
Vice President, Investor Relations
Jazz Pharmaceuticals plc
Ireland, +353 1 634 7887
U.S., +1 650 496 2717

Media:
Jacqueline Kirby
Vice President, Corporate Affairs & Government Relations
Jazz Pharmaceuticals plc
Ireland, +353 1 697 2141
U.S., +1 215 867 4910


13