Jazz Pharmaceuticals Announces Third Quarter 2022 Financial Results and Raises Total Revenue Guidance Mid-point
"Our execution across our business continues to chart a clear path to delivering on Vision 2025. We have further strengthened our operations, and our business is performing well as we've diversified our revenue streams and rapidly deleveraged, while delivering meaningful top- and bottom-line growth. We have also achieved another important milestone — exiting
"We have prioritized and invested in key programs leading to significant progress across our pipeline. I'm pleased to announce we have enrolled the first patients in both our Phase 1 clinical trial of JZP815, a pan-RAF inhibitor, and our Phase 3 trial of Epidyolex® in
Key Highlights
Business and Execution
- Compelling adoption of Xywav in narcolepsy and IH driving oxybate durability.
- Achieved a significant milestone exiting
October 2022 , with more narcolepsy patients taking Xywav than Xyrem. - Expect Epidyolex to be launched in all five key European markets by year end, following recent successful completion of pricing and reimbursement in
France . - Expanded oncology portfolio with zanidatamab, a novel, late-stage asset, currently being studied in two pivotal trials: first-line HER2-positive gastroesophageal adenocarcinoma (GEA) and second-line HER-2 positive biliary tract cancer (BTC)1.
- Enrolled the first patient in a Phase 1 clinical trial evaluating JZP815 in patients with advanced or metastatic solid tumors with MAPK pathway alterations.
- Enrolled the first patient in a Phase 3 pivotal trial of Epidyolex in
Japan for Dravet Syndrome (DS),Lennox-Gastaut Syndrome (LGS) and Tuberous Sclerosis Complex (TSC). - Initiated a Phase 3 pivotal trial of Epidiolex for Epilepsy with Myoclonic-Atonic Seizures (EMAS), the fourth target indication for Epidiolex.
- Initiated a Phase 2 trial for suvecaltamide (JZP385) in Parkinson's disease tremor.
Financial
- Raising the mid-point of 2022 total revenue guidance to
$3.65 billion driven by increases in the guidance mid-point for both our Neuroscience and Oncology therapeutic areas. - Growing and durable commercial franchises drove 3Q22 total revenues of
$940.7 million ; 12% increase compared to the same period in 2021. - Continued progress in demonstrating operational excellence and ability to leverage our selling, general and administrative (SG&A) expenses, with SG&A expense as a percentage of sales decreasing in 3Q22 and year-to-date, relative to the same periods in 2021.
- Strong operating cash flow year-to-date of
$930.0 million , with a cash balance of$899.4 million as ofSeptember 30, 2022 , and net leverage ratio of 2.9x2.
_______________________ |
|
1. |
Pending transaction close. |
2. |
On a pro forma non-GAAP adjusted basis. Non-GAAP net leverage ratio is a non-GAAP financial measure. For further information, see "Non-GAAP Financial Measures." |
Business Updates
Key Commercial Products
Oxybate (Xywav and Xyrem):
- Net product sales for the combined oxybate business increased 11% to
$512.0 million in 3Q22 compared to the same period in 2021. - Average active oxybate patients on therapy was approximately 17,600 in 3Q22, an increase of approximately 10% compared to the same period in 2021.
Xywav (calcium, magnesium, potassium, and sodium oxybates) oral solution:
- Xywav net product sales increased 67% to
$255.9 million in 3Q22 compared to the same period in 2021. - There were approximately 9,500 active Xywav patients exiting 3Q22.
- Xywav has broad patent protection to 2033.
Xywav for Narcolepsy:
- There were approximately 8,050 narcolepsy patients taking Xywav exiting 3Q22.
- Achieved another significant milestone exiting
October 2022 , with more narcolepsy patients taking Xywav than Xyrem. - The benefits of lowering sodium intake continue to resonate with patients and prescribers. In
June 2021 , theU.S. Food and Drug Administration (FDA) recognized seven years of Orphan Drug Exclusivity (ODE), throughJuly 2027 , for Xywav and published its summary of clinical superiority findings.
Xywav for Idiopathic Hypersomnia (IH):
- Compelling growth with approximately 1,450 IH patients taking Xywav exiting 3Q22.
- The Company has achieved its goal of obtaining similar payer coverage to narcolepsy, with coverage now at approximately 90% of commercial lives for IH.
- The Company launched Xywav, the first and only treatment approved by FDA for IH, in
November 2021 . Initial launch efforts have focused on the approximately 37,000 currently diagnosed patients in theU.S. who are actively seeking healthcare. Healthcare providers are excited to have a treatment option with positive and compelling clinical trial results that addresses IH and not just its symptoms. - FDA recognized ODE for IH in
January 2022 , extending regulatory exclusivity toAugust 2028 .
Xyrem (sodium oxybate) oral solution:
- Xyrem net product sales decreased 17% to
$256.0 million in 3Q22 compared to the same period in 2021, reflecting the continued adoption of Xywav by patients with narcolepsy.
Epidiolex/Epidyolex (cannabidiol):
- Epidiolex/Epidyolex net product sales increased 22% to
$196.2 million in 3Q22 compared to the same period in 2021. - The Company successfully completed the pricing and reimbursement process for Epidyolex in
France and expects commercial launch by the end of 2022, which would make Epidyolex commercially available and reimbursed in all five key European markets:United Kingdom ,Germany ,Italy ,Spain andFrance . - The Company enrolled the first patient in a pivotal Phase 3 trial of Epidyolex for DS, LGS and TSC in
Japan . - The Company initiated a Phase 3 pivotal trial of Epidiolex for EMAS, the fourth target indication for Epidiolex.
Zepzelca (lurbinectedin):
- Zepzelca net product sales decreased 2% to
$70.3 million in 3Q22 compared to the same period in 2021. As previously noted, 3Q21 net product sales were favorably impacted by approximately$10 million , relating to a reduction in the returns accrual rate, due to lower than estimated actual returns. Excluding this impact, net product sales increased by approximately 14% in 3Q22 compared to the same period in 2021. - The Company is pleased Zepzelca continues to be the treatment of choice in the second-line SCLC setting, a position established after only eighteen months on the market.
- Zepzelca development program highlights:
- The EMERGE-201 Phase 2 basket trial evaluating Zepzelca as monotherapy in select relapsed/refractory solid tumors is ongoing.
- Phase 3 trial in partnership with
F. Hoffmann-La Roche Ltd (Roche) to evaluate first-line use of Zepzelca in combination with Tecentriq® (atezolizumab), compared to Tecentriq alone, as maintenance therapy in patients with extensive-stage SCLC after induction chemotherapy is ongoing. - The Company's partner, PharmaMar, is conducting the Phase 3 confirmatory trial, LAGOON, in second-line SCLC. If positive, this trial could confirm the benefit of Zepzelca in the treatment of SCLC when patients progress following first-line treatment with a platinum-based regimen.
Rylaze (asparaginase erwinia chrysanthemi (recombinant)-rywn):
- Rylaze net product sales were
$73.5 million in 3Q22. - The continued strong launch of Rylaze reflects the significant unmet patient need for a high-quality, reliable supply of Erwinia asparaginase for patients with acute lymphoblastic leukemia.
- In
May 2022 , the Company completed the Marketing Authorization Application (MAA) submission toEuropean Medicines Agency (EMA) for a Monday/Wednesday/Friday (MWF) dosing schedule and intramuscular (IM) and intravenous (IV) administration for JZP458 (approved as Rylaze in theU.S. ) with potential for approval in 2023. The Company is also advancing the program for potential submission, approval and launch inJapan . - In
January 2022 , the Company completed the submission of a supplemental Biologics Licensing Application (sBLA) to FDA seeking approval for a MWF IM dosing schedule for Rylaze. InApril 2022 , the Company completed the submission of an sBLA to FDA seeking approval for IV administration of Rylaze. Both submissions are being reviewed under the Real-time Oncology Review Program (RTOR).
Corporate Development
Zanidatamab Agreement1:
- On
October 19, 2022 , the Company and Zymeworks Inc. announced an exclusive licensing agreement under which Jazz will acquire development and commercialization rights to zanidatamab, a novel HER2-targeted bispecific antibody, which can simultaneously bind two non-overlapping epitopes of HER2, known as biparatopic binding. - The Company believes zanidatamab has the potential to deliver significant long-term value and meaningfully contribute to Vision 2025.
- The late-stage program for zanidatamab is aligned strategically with Jazz's focus on opportunities where there is significant unmet patient need, and where we can apply our unique insights and leverage existing integrated capabilities and global infrastructure to commercialize efficiently.
- Zanidatamab has multiple novel mechanisms of action applicable in several HER2-positive tumors where it has demonstrated compelling anti-tumor activity, both as a monotherapy and in combination with chemotherapy.
- Top-line clinical data for zanidatamab in BTC (HERIZON-BTC-01) is expected by the end of 2022 and has the potential to support global regulatory filings.
- Zymeworks is eligible to receive a
$50 million upfront payment, following the clearance relating to theU.S. Hart-Scott Rodino Antitrust Improvements Act of 1976, or HSR Clearance. Should Jazz decide to continue the collaboration following readout of the top-line clinical data from HERIZON-BTC-01, Zymeworks is eligible to receive a second payment of$325 million .
_______________________ |
|
1. |
Subject to closing conditions, Jazz to obtain exclusive development and commercialization rights to zanidatamab across all indications in |
Key Pipeline Highlights
Nabiximols:
- On
June 28, 2022 , the Company announced the Phase 3 RELEASE MSS1 trial (NCT04657666) in multiple sclerosis (MS)-related spasticity did not meet the primary endpoint of change in Lower Limb Muscle Tone-6 (LLMT-6) between baseline and Day 21, as measured by the Modified Ashworth Scale (MAS). - The analysis of the nabiximols MSS1 trial has been completed. The Company has assessed the nabiximols program's potential to support regulatory approval in the
U.S. , as well as in the context of its broader pipeline opportunities, and has made the decision to discontinue the program. - Sativex® (nabiximols) was approved outside the
U.S. based on a comprehensive clinical trial program, including three positive Phase 3 randomized controlled trials completed inEurope . The Company continues to believe Sativex confers benefit to patients with MS-related spasticity and continues to support the availability of Sativex in the 29 markets outside theU.S. , where it is approved. - RELEASE MSS1 trial results will be presented at a future medical meeting.
- The Company remains committed to the GW Cannabinoid Platform and is working to advance multiple early-stage cannabinoid programs with the potential to address critical unmet patient needs.
Suvecaltamide (JZP385):
- Suvecaltamide, a highly selective modulator of T-type calcium channels, is in clinical development for the treatment of essential tremor (ET) and Parkinson's disease tremor.
- Patient enrollment is ongoing in the Phase 2b ET trial and top-line data read-out is anticipated in 1H24.
- The Company initiated a Phase 2 trial in patients with Parkinson's disease tremor and expects the first patient to be enrolled by year end.
JZP150:
- JZP150, a selective fatty acid amide hydrolase, or FAAH, inhibitor, is in clinical development for the potential treatment of post-traumatic stress disorder (PTSD).
- Patient enrollment is ongoing and top-line data read-out is anticipated in late 2023.
- The Company received Fast Track Designation for JZP150 development in PTSD from FDA in 4Q21, underscoring the significant unmet medical needs of patients.
JZP815:
- The Company enrolled the first patient in a Phase 1 trial evaluating JZP815 in patients with advanced or metastatic solid tumors with MAPK pathway alterations.
- The pan-RAF inhibitor program is part of a novel class of next-generation precision oncology therapies that has the potential to benefit cancer patients with high unmet needs in multiple different solid tumors.
JZP441:
- JZP441, a potent, highly selective oral orexin-2 receptor agonist designed to activate orexin signaling, is in clinical development in
Japan in a Phase 1 trial to evaluate safety, tolerability and pharmacokinetics in healthy volunteers. - The Company continues to advance the JZP441 program.
Financial Highlights
Three Months Ended |
Nine Months Ended |
||||||
(In thousands, except per share amounts) |
2022 |
2021 |
2022 |
2021 |
|||
Total revenues |
$ 940,652 |
$ 838,115 |
$ 2,687,251 |
$ 2,197,507 |
|||
GAAP net income (loss) |
$ (19,648) |
$ (52,833) |
$ 16,664 |
$ (294,317) |
|||
Adjusted net income |
$ 370,438 |
$ 261,418 |
$ 937,837 |
$ 730,812 |
|||
GAAP EPS |
$ (0.31) |
$ (0.86) |
$ 0.26 |
$ (4.98) |
|||
Adjusted EPS1,2 |
$ 5.17 |
$ 4.20 |
$ 13.21 |
$ 12.02 |
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|
1. |
Adjusted EPS for the three and nine months ended |
2. |
The Company adopted ASU No. 2020-06, "Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity", (ASU 2020-06) on |
GAAP net loss in 3Q22 was $(19.6) million, or
Total Revenues
Three Months Ended |
Nine Months Ended |
||||||
(In thousands) |
2022 |
2021 |
2022 |
2021 |
|||
Xyrem |
$ 256,039 |
$ 307,333 |
$ 772,957 |
$ 977,065 |
|||
Xywav |
255,936 |
153,063 |
677,041 |
352,643 |
|||
Total Oxybate |
511,975 |
460,396 |
1,449,998 |
1,329,708 |
|||
Epidiolex/Epidyolex1 |
196,218 |
160,378 |
529,400 |
269,859 |
|||
Sativex1 |
3,220 |
6,097 |
12,104 |
8,058 |
|||
Sunosi2 |
— |
19,251 |
28,844 |
42,981 |
|||
Total Neuroscience |
711,413 |
646,122 |
2,020,346 |
1,650,606 |
|||
Zepzelca |
70,320 |
71,714 |
197,943 |
181,972 |
|||
Rylaze |
73,513 |
20,674 |
200,687 |
20,674 |
|||
Vyxeos |
30,067 |
34,688 |
97,714 |
99,296 |
|||
Defitelio/defibrotide |
49,452 |
57,705 |
153,637 |
155,420 |
|||
Erwinaze/Erwinase |
— |
— |
— |
69,382 |
|||
Total Oncology |
223,352 |
184,781 |
649,981 |
526,744 |
|||
Other |
1,001 |
3,344 |
3,576 |
8,768 |
|||
Product sales, net |
935,766 |
834,247 |
2,673,903 |
2,186,118 |
|||
Royalties and contract revenues |
4,886 |
3,868 |
13,348 |
11,389 |
|||
Total revenues |
$ 940,652 |
$ 838,115 |
$ 2,687,251 |
$ 2,197,507 |
__________________________ |
|
1. |
Net product sales for Epidiolex/Epidyolex and Sativex are included from the acquisition of GW on |
2. |
Net product sales for Sunosi |
Total revenues increased 12% in 3Q22 compared to the same period in 2021.
- Neuroscience net product sales in 3Q22 increased 10% to
$711.4 million compared to the same period in 2021 primarily driven by oxybate net product sales which increased 11% to$512.0 million in 3Q22 compared to the same period in 2021 and Epidiolex/Epidyolex net product sales which increased 22% to$196.2 million compared to the same period in 2021. - Oncology net product sales in 3Q22 increased 21% to
$223.4 million compared to the same period in 2021 primarily driven by Rylaze net product sales which increased to$73.5 million in 3Q22 compared to the same period in 2021 following product launch inJuly 2021 .
Operating Expenses and Effective Tax Rate
Three Months Ended |
Nine Months Ended |
||||||
(In thousands, except percentages) |
2022 |
2021 |
2022 |
2021 |
|||
GAAP: |
|||||||
Cost of product sales |
$ 133,661 |
$ 145,224 |
$ 373,153 |
$ 304,607 |
|||
Gross margin |
85.7 % |
82.6 % |
86.0 % |
86.1 % |
|||
Selling, general and administrative |
$ 358,478 |
$ 363,682 |
$ 1,033,764 |
$ 1,053,221 |
|||
% of total revenues |
38.1 % |
43.4 % |
38.5 % |
47.9 % |
|||
Research and development |
$ 148,870 |
$ 141,036 |
$ 417,898 |
$ 350,305 |
|||
% of total revenues |
15.8 % |
16.8 % |
15.6 % |
15.9 % |
|||
Acquired in-process research and development |
$ — |
$ — |
$ 69,148 |
$ — |
|||
Impairment charge |
$ 133,648 |
$ — |
$ 133,648 |
$ — |
|||
Income tax expense (benefit) |
$ (43,027) |
$ (18,057) |
$ (58,603) |
$ 228,583 |
|||
Effective tax rate (1) |
71.6 % |
26.7 % |
178.7 % |
(336.1) % |
_____________________________ |
|
1. |
The fluctuations in the GAAP effective tax rates for the three and nine months ended |
Three Months Ended |
Nine Months Ended |
||||||
(In thousands, except percentages) |
2022 |
2021 |
2022 |
2021 |
|||
Non-GAAP adjusted: |
|||||||
Cost of product sales |
$ 57,103 |
$ 58,872 |
$ 158,554 |
$ 147,291 |
|||
Gross margin |
93.9 % |
92.9 % |
94.1 % |
93.3 % |
|||
Selling, general and administrative |
$ 274,747 |
$ 278,552 |
$ 814,941 |
$ 776,392 |
|||
% of total revenues |
29.2 % |
33.2 % |
30.3 % |
35.3 % |
|||
Research and development |
$ 120,802 |
$ 124,470 |
$ 360,980 |
$ 310,925 |
|||
% of total revenues |
12.8 % |
14.9 % |
13.4 % |
14.1 % |
|||
Acquired in-process research and development |
$ — |
$ — |
$ 69,148 |
$ — |
|||
Income tax expense |
$ 44,386 |
$ 43,589 |
$ 137,996 |
$ 111,510 |
|||
Effective tax rate |
10.6 % |
14.1 % |
12.7 % |
13.3 % |
Changes in operating expenses in 3Q22 over the prior year period are primarily due to the following:
- Cost of product sales decreased in 3Q22 compared to the same period in 2021, on a GAAP basis, primarily due to a lower acquisition accounting inventory fair value step-up expense in 3Q22, compared to 3Q21 and, on a non-GAAP adjusted basis, primarily due to product mix.
- SG&A expenses decreased in 3Q22 compared to the same period in 2021, on a GAAP basis, primarily due to lower GW acquisition related transaction and integration expenses, offset by restructuring costs and costs related to program terminations. SG&A expenses in 3Q22, on a GAAP and non-GAAP adjusted basis, included lower marketing related expenses compared to 3Q21.
- Research and development (R&D) expenses increased in 3Q22 compared to the same period in 2021, on a GAAP basis, primarily due to restructuring costs. R&D expenses in 3Q22, on a GAAP and non-GAAP adjusted basis, included lower clinical program expenses related to JZP458 (Rylaze) and solriamfetol related programs compared to 3Q21.
- The impairment charge in 3Q22, on a GAAP basis, related to an acquired IPR&D asset impairment relating to the discontinuation of our nabiximols program.
Cash Flow and Balance Sheet
As of
2022 Financial Guidance
The Company has raised the mid-point of 2022 total revenue guidance to
(In millions) |
|
|
|
Revenues |
|
|
|
–Neuroscience (includes potential Xyrem authorized generic royalties) |
|
|
|
–Oncology |
|
|
GAAP:
(In millions, except per share amounts and percentages) |
|
|
|
Gross margin % |
85 % |
85 % |
|
SG&A expenses |
|
|
|
SG&A expenses as % of total revenues |
36% - 39% |
35% - 40% |
|
R&D expenses |
|
|
|
R&D expenses as % of total revenues |
15% - 17% |
17% - 19% |
|
Impairment charge |
|
- |
|
Acquired in-process research and development expenses |
|
|
|
Effective tax rate |
(88)% - 179% |
(22)% - 1,104% |
|
Net income |
|
|
|
Net income per diluted share |
|
|
|
Weighted-average ordinary shares used in per share calculations |
64 |
63 - 72 |
Non-GAAP:
(In millions, except per share amounts and percentages) |
|
|
|
Gross margin % |
93%2,7 |
93 % |
|
SG&A expenses |
|
|
|
SG&A expenses as % of total revenues |
29% - 31% |
29% - 32% |
|
R&D expenses |
|
|
|
R&D expenses as % of total revenues |
13% - 14% |
15% - 17% |
|
Acquired in-process research and development expenses |
|
|
|
Effective tax rate |
10% - 12%5,7 |
10% - 12% |
|
Net income |
|
|
|
Net income per diluted share6 |
|
|
|
Weighted-average ordinary shares used in per share calculations |
73 |
72 |
____________________________ |
|
1. |
Includes anticipated |
2. |
Excludes |
3. |
Excludes |
4. |
Excludes |
5. |
Excludes the income tax effect of adjustments between GAAP net income and non-GAAP adjusted net income. |
6. |
Non-GAAP adjusted EPS guidance for 2022 reflects dilution of |
7. |
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 2022 Net Income Guidance" at the end of this press release. |
Conference Call Details
Interested parties may register for the call in advance here or via the Investors section of the
A replay of the webcast will be available via the Investors section of the
About Jazz Pharmaceuticals
Non-GAAP Financial Measures
To supplement
The Company believes that each of these non-GAAP financial measures provides useful supplementary information to, and facilitates additional analysis by, investors and analysts and 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, to identify operating trends in the Company's business and to understand the Company's ability to delever. In addition, these non-GAAP financial measures are regularly used by investors and analysts to model and track the Company's financial performance.
Caution Concerning Forward-Looking Statements
This press release contains forward-looking statements, including, but not limited to, statements related to: the Company's growth prospects and future financial and operating results, including the Company's 2022 financial guidance and the Company's expectations related thereto; Vision 2025 and the Company's progress related thereto; the Company's advancement of pipeline programs and the timing of planned regulatory activities and submissions related thereto; the potential of zanidatamab to transform the current standard of care in multiple HER2-expressing cancers and deliver significant long-term value and meaningfully contribute to Vision 2025, and expectations to leverage the Company's existing integrated capabilities and global infrastructure to commercialize zanidatamab efficiently, subject to approval; expectations with respect to the Company's license agreement with Zymeworks Inc., including HSR Clearance and payments thereunder; the Company's capital allocation and corporate development strategy; the expected divestiture of ex-
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: the closing of the Zymeworks transaction, the successful completion of development and regulatory activities with respect to zanidatamab and Jazz's ability and potential decision to exercise its option related thereto; Jazz's and Axsome's ability to complete the proposed divestiture of ex-
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS) (In thousands, except per share amounts) (Unaudited) |
|||||||
Three Months Ended |
Nine Months Ended |
||||||
2022 |
2021 |
2022 |
2021 |
||||
Revenues: |
|||||||
Product sales, net |
$ 935,766 |
$ 834,247 |
$ 2,673,903 |
$ 2,186,118 |
|||
Royalties and contract revenues |
4,886 |
3,868 |
13,348 |
11,389 |
|||
Total revenues |
940,652 |
838,115 |
2,687,251 |
2,197,507 |
|||
Operating expenses: |
|||||||
Cost of product sales (excluding amortization of |
133,661 |
145,224 |
373,153 |
304,607 |
|||
Selling, general and administrative |
358,478 |
363,682 |
1,033,764 |
1,053,221 |
|||
Research and development |
148,870 |
141,036 |
417,898 |
350,305 |
|||
Intangible asset amortization |
141,232 |
159,804 |
461,782 |
368,476 |
|||
Acquired in-process research and development |
— |
— |
69,148 |
— |
|||
Impairment charge |
133,648 |
— |
133,648 |
— |
|||
Total operating expenses |
915,889 |
809,746 |
2,489,393 |
2,076,609 |
|||
Income from operations |
24,763 |
28,369 |
197,858 |
120,898 |
|||
Interest expense, net |
(80,244) |
(93,372) |
(214,117) |
(190,168) |
|||
Foreign exchange gain (loss) |
(4,649) |
(2,631) |
(16,532) |
1,262 |
|||
Loss before income tax expense (benefit) and |
(60,130) |
(67,634) |
(32,791) |
(68,008) |
|||
Income tax expense (benefit) |
(43,027) |
(18,057) |
(58,603) |
228,583 |
|||
Equity in loss (gain) of investees |
2,545 |
3,256 |
9,148 |
(2,274) |
|||
Net income (loss) |
$ (19,648) |
$ (52,833) |
$ 16,664 |
$ (294,317) |
|||
Net income (loss) per ordinary share: |
|||||||
Basic |
$ (0.31) |
$ (0.86) |
$ 0.27 |
$ (4.98) |
|||
Diluted |
$ (0.31) |
$ (0.86) |
$ 0.26 |
$ (4.98) |
|||
Weighted-average ordinary shares used in per |
62,785 |
61,284 |
62,365 |
59,084 |
|||
Weighted-average ordinary shares used in per |
62,785 |
61,284 |
63,388 |
59,084 |
PRO FORMA NET PRODUCT SALES
(In thousands)
(Unaudited)
The following unaudited pro forma information represents the net product sales for the nine months ended
Nine Months Ended |
|||
2022 |
2021 |
||
Xyrem |
$ 772,957 |
$ 977,065 |
|
Xywav |
677,041 |
352,643 |
|
Total Oxybate |
1,449,998 |
1,329,708 |
|
Epidiolex/Epidyolex |
529,400 |
464,508 |
|
Sativex |
12,104 |
13,825 |
|
Sunosi1 |
28,844 |
42,981 |
|
Total Neuroscience |
2,020,346 |
1,851,022 |
|
Zepzelca |
197,943 |
181,972 |
|
Rylaze |
200,687 |
20,674 |
|
Vyxeos |
97,714 |
99,296 |
|
Defitelio/defibrotide |
153,637 |
155,420 |
|
Erwinaze/Erwinase |
— |
69,382 |
|
Total Oncology |
649,981 |
526,744 |
|
Other |
3,576 |
8,768 |
|
Product sales, net |
$ 2,673,903 |
$ 2,386,534 |
____________________________ |
|
1. |
Net product sales for Sunosi |
CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands) (Unaudited) |
|||
|
|
||
ASSETS |
|||
Current assets: |
|||
Cash and cash equivalents |
$ 839,358 |
$ 591,448 |
|
Investments |
60,000 |
— |
|
Accounts receivable, net of allowances |
601,179 |
563,360 |
|
Inventories |
728,074 |
1,072,721 |
|
Prepaid expenses |
92,877 |
131,413 |
|
Other current assets |
250,016 |
252,392 |
|
Total current assets |
2,571,504 |
2,611,334 |
|
Property, plant and equipment, net |
216,339 |
256,837 |
|
Operating lease assets |
73,728 |
86,586 |
|
Intangible assets, net |
5,570,394 |
7,152,328 |
|
|
1,592,635 |
1,827,609 |
|
Deferred tax assets, net |
314,965 |
311,103 |
|
Deferred financing costs |
9,949 |
12,029 |
|
Other non-current assets |
35,153 |
40,813 |
|
Total assets |
$ 10,384,667 |
$ 12,298,639 |
|
LIABILITIES AND SHAREHOLDERS' EQUITY |
|||
Current liabilities: |
|||
Accounts payable |
$ 102,249 |
$ 100,298 |
|
Accrued liabilities |
668,390 |
666,304 |
|
Current portion of long-term debt |
31,000 |
31,000 |
|
Income taxes payable |
10,444 |
9,608 |
|
Deferred revenue |
871 |
2,093 |
|
Total current liabilities |
812,954 |
809,303 |
|
Deferred revenue, non-current |
116 |
463 |
|
Long-term debt, less current portion |
5,695,814 |
6,018,943 |
|
Operating lease liabilities, less current portion |
72,984 |
87,200 |
|
Deferred tax liabilities, net |
933,670 |
1,300,541 |
|
Other non-current liabilities |
123,935 |
116,998 |
|
Total shareholders' equity |
2,745,194 |
3,965,191 |
|
Total liabilities and shareholders' equity |
$ 10,384,667 |
$ 12,298,639 |
SUMMARY OF CASH FLOWS (In thousands) (Unaudited) |
|||
Nine Months Ended |
|||
2022 |
2021 |
||
Net cash provided by operating activities |
$ 930,006 |
$ 600,752 |
|
Net cash used in investing activities |
(121,852) |
(5,202,051) |
|
Net cash (used in) provided by financing activities |
(549,087) |
4,217,131 |
|
Effect of exchange rates on cash and cash equivalents |
(11,157) |
(1,821) |
|
Net increase (decrease) in cash and cash equivalents |
$ 247,910 |
$ (385,989) |
RECONCILIATIONS OF GAAP REPORTED TO NON-GAAP ADJUSTED INFORMATION (In thousands, except per share amounts) (Unaudited) |
|||||||
Three Months Ended |
Nine Months Ended |
||||||
2022 |
2021 |
2022 |
2021 |
||||
GAAP reported net income (loss) |
$ (19,648) |
$ (52,833) |
$ 16,664 |
$ (294,317) |
|||
Intangible asset amortization |
141,232 |
159,804 |
461,782 |
368,476 |
|||
Impairment charge1 |
133,648 |
— |
133,648 |
— |
|||
Share-based compensation expense |
54,948 |
45,535 |
156,427 |
123,431 |
|||
Transaction and integration related expenses2 |
5,491 |
59,867 |
23,560 |
201,457 |
|||
Non-cash interest expense3 |
14,262 |
28,045 |
32,002 |
66,055 |
|||
Acquisition accounting inventory fair value step-up |
70,964 |
82,646 |
203,189 |
148,637 |
|||
(Income) costs related to disposal of a business4 |
(671) |
— |
49,539 |
— |
|||
Restructuring and other costs5 |
57,625 |
— |
57,625 |
— |
|||
Income tax effect of above adjustments |
(87,413) |
(61,646) |
(196,599) |
(134,307) |
|||
Impact of |
— |
— |
— |
251,380 |
|||
Non-GAAP adjusted net income |
$ 370,438 |
$ 261,418 |
$ 937,837 |
$ 730,812 |
|||
GAAP reported net income (loss) per diluted share6 |
$ (0.31) |
$ (0.86) |
$ 0.26 |
$ (4.98) |
|||
Non-GAAP adjusted net income per diluted share6 |
$ 5.17 |
$ 4.20 |
$ 13.21 |
$ 12.02 |
|||
Weighted-average ordinary shares used in diluted per |
62,785 |
61,284 |
63,388 |
59,084 |
|||
Weighted-average ordinary shares used in diluted per |
72,860 |
62,285 |
72,432 |
60,805 |
________________________________________________ |
|
Explanation of Adjustments and Certain Line Items: |
|
1. |
Impairment charge related to the IPR&D asset impairment following the discontinuation of our nabiximols program. |
2. |
Transaction and integration expenses related to the acquisition of GW. |
3. |
Non-cash interest expense associated with debt discount and debt issuance costs. |
4. |
Loss on disposal of Sunosi |
5. |
Includes restructuring costs and costs related to program terminations. |
6. |
Diluted EPS for the 2022 periods was calculated using the "if-converted" method in relation to the Exchangeable Senior Notes. As such, Non-GAAP adjusted net income per diluted share for the three and nine months ended |
RECONCILIATIONS OF GAAP REPORTED TO NON-GAAP ADJUSTED INFORMATION CERTAIN LINE ITEMS - FOR THE THREE MONTHS ENDED (In thousands, except percentages) (Unaudited) |
|||||||||||||||||
Three months ended |
|||||||||||||||||
Cost of |
Gross |
Selling, general |
Research and |
Intangible asset |
Impairment |
Interest |
Income tax |
Effective |
|||||||||
GAAP Reported |
|
85.7 % |
$ 358,478 |
$ 148,870 |
$ 141,232 |
$ 133,648 |
$ 80,244 |
$ (43,027) |
71.6 % |
||||||||
Non-GAAP Adjustments: |
|||||||||||||||||
Intangible asset |
— |
— |
— |
— |
(141,232) |
— |
— |
— |
— |
||||||||
Share-based |
(3,160) |
0.3 |
(35,890) |
(15,898) |
— |
— |
— |
— |
— |
||||||||
Impairment charge |
— |
— |
— |
— |
— |
(133,648) |
— |
— |
— |
||||||||
Income related to the |
— |
— |
671 |
— |
— |
— |
— |
— |
— |
||||||||
Restructuring and |
(2,359) |
0.3 |
(43,375) |
(11,891) |
— |
— |
— |
— |
— |
||||||||
Transaction and integration |
(75) |
— |
(5,137) |
(279) |
— |
— |
— |
— |
— |
||||||||
Non-cash interest |
— |
— |
— |
— |
— |
— |
(14,262) |
— |
— |
||||||||
Acquisition accounting |
(70,964) |
7.6 |
— |
— |
— |
— |
— |
— |
|||||||||
Income tax effect |
— |
— |
— |
— |
— |
— |
— |
87,413 |
(61.0) |
||||||||
Total of non-GAAP |
(76,558) |
8.2 |
(83,731) |
(28,068) |
(141,232) |
(133,648) |
(14,262) |
87,413 |
(61.0) |
||||||||
Non-GAAP Adjusted |
$ 57,103 |
93.9 % |
$ 274,747 |
$ 120,802 |
$ — |
$ — |
$ 65,982 |
$ 44,386 |
10.6 % |
Three months ended |
|||||||||||||||
Cost of |
Gross |
Selling, general |
Research and |
Intangible asset |
Interest |
Income tax |
Effective |
||||||||
GAAP Reported |
|
82.6 % |
$ 363,682 |
$ 141,036 |
$ 159,804 |
$ 93,372 |
$ (18,057) |
26.7 % |
|||||||
Non-GAAP Adjustments: |
|||||||||||||||
Intangible asset |
— |
— |
— |
— |
(159,804) |
— |
— |
— |
|||||||
Share-based |
(2,763) |
0.3 |
(31,752) |
(11,020) |
— |
— |
— |
— |
|||||||
Transaction and integration |
(943) |
0.1 |
(53,378) |
(5,546) |
— |
— |
— |
— |
|||||||
Non-cash interest expense |
— |
— |
— |
— |
— |
(28,045) |
— |
— |
|||||||
Acquisition accounting |
(82,646) |
9.9 |
— |
— |
— |
— |
— |
— |
|||||||
Income tax effect of |
— |
— |
— |
— |
— |
— |
61,646 |
(12.6) |
|||||||
Total of non-GAAP |
(86,352) |
10.3 |
(85,130) |
(16,566) |
(159,804) |
(28,045) |
61,646 |
(12.6) |
|||||||
Non-GAAP Adjusted |
$ 58,872 |
92.9 % |
$ 278,552 |
$ 124,470 |
$ — |
$ 65,327 |
$ 43,589 |
14.1 % |
__________________________ |
|
(1) |
The fluctuations in the GAAP effective tax rates for the three months ended |
RECONCILIATIONS OF GAAP REPORTED TO NON-GAAP ADJUSTED INFORMATION CERTAIN LINE ITEMS - FOR THE NINE MONTHS ENDED (In thousands, except percentages) (Unaudited) |
|||||||||||||||||||
Nine months ended |
|||||||||||||||||||
Cost of |
Gross |
Selling, general |
Research and |
Intangible asset |
Impairment |
Acquired |
Interest |
Income tax |
Effective |
||||||||||
GAAP Reported |
$ 373,153 |
86.0 % |
$ 1,033,764 |
$ 417,898 |
$ 461,782 |
|
$ 69,148 |
$ 214,117 |
|
178.7 % |
|||||||||
Non-GAAP Adjustments: |
|||||||||||||||||||
Intangible asset |
— |
— |
— |
— |
(461,782) |
— |
— |
— |
— |
— |
|||||||||
Share-based |
(8,581) |
0.3 |
(104,851) |
(42,995) |
— |
— |
— |
— |
— |
— |
|||||||||
Impairment charge |
— |
— |
— |
— |
— |
(133,648) |
— |
— |
— |
— |
|||||||||
Costs related to the |
— |
— |
(49,539) |
— |
— |
— |
— |
— |
— |
— |
|||||||||
Restructuring and |
(2,359) |
0.1 |
(43,375) |
(11,891) |
— |
— |
— |
— |
— |
||||||||||
Transaction and integration |
(470) |
— |
(21,058) |
(2,032) |
— |
— |
— |
— |
— |
— |
|||||||||
Non-cash interest expense |
— |
— |
— |
— |
— |
— |
— |
(32,002) |
— |
— |
|||||||||
Acquisition accounting |
(203,189) |
7.7 |
— |
— |
— |
— |
— |
— |
— |
— |
|||||||||
Income tax effect of |
— |
— |
— |
— |
— |
— |
— |
— |
196,599 |
(166.0) |
|||||||||
Total of non-GAAP |
(214,599) |
8.1 |
(218,823) |
(56,918) |
(461,782) |
(133,648) |
— |
(32,002) |
196,599 |
(166.0) |
|||||||||
Non-GAAP Adjusted |
$ 158,554 |
94.1 % |
$ 814,941 |
$ 360,980 |
$ — |
$ — |
$ 69,148 |
$ 182,115 |
$ 137,996 |
12.7 % |
Nine months ended |
|||||||||||||||
Cost of |
Gross |
Selling, general |
Research and |
Intangible asset |
Interest |
Income tax |
Effective |
||||||||
GAAP Reported |
|
86.1 % |
$ 1,053,221 |
$ 350,305 |
$ 368,476 |
|
|
(336.1) % |
|||||||
Non-GAAP Adjustments: |
|||||||||||||||
Intangible asset |
— |
— |
— |
— |
(368,476) |
— |
— |
— |
|||||||
Share-based |
(7,331) |
0.3 |
(85,644) |
(30,456) |
— |
— |
— |
— |
|||||||
Transaction and integration |
(1,348) |
0.1 |
(191,185) |
(8,924) |
— |
— |
— |
— |
|||||||
Non-cash interest expense |
— |
— |
— |
— |
— |
(66,055) |
— |
— |
|||||||
Acquisition accounting inventory |
(148,637) |
6.8 |
— |
— |
— |
— |
— |
— |
|||||||
Income tax effect of |
— |
— |
— |
— |
— |
— |
134,307 |
(20.2) |
|||||||
Impact of |
— |
— |
— |
— |
— |
— |
(251,380) |
369.6 |
|||||||
Total of non-GAAP |
(157,316) |
7.2 |
(276,829) |
(39,380) |
(368,476) |
(66,055) |
(117,073) |
349.4 |
|||||||
Non-GAAP Adjusted |
$ 147,291 |
93.3 % |
$ 776,392 |
$ 310,925 |
$ — |
|
|
13.3 % |
__________________________ |
|
(1) |
The fluctuations in the GAAP effective tax rates for the nine months ended |
RECONCILIATION OF PRO FORMA GAAP NET INCOME TO PRO FORMA NON-GAAP ADJUSTED EBITDA
AND CALCULATION OF PRO FORMA NON-GAAP NET LEVERAGE RATIO
(In thousands, except ratio)
(Unaudited)
The following table provides a reconciliation of the Company's pro forma GAAP net income to pro forma non-GAAP Adjusted EBITDA (calculated in accordance with the Credit Agreement) for the last twelve months, or LTM, ended
LTM Ended |
|
Pro forma GAAP net income2 |
$ 46,278 |
Interest expense, net |
302,714 |
Income tax benefit |
(71,070) |
Depreciation and amortization3 |
632,668 |
Pro forma non-GAAP EBITDA |
910,590 |
Transaction and integration related expenses |
65,813 |
Share-based compensation expense3 |
195,790 |
Acquisition accounting inventory fair value step-up |
277,638 |
Restructuring and other costs |
57,625 |
Impairment charge |
133,648 |
Upfront and milestone payments |
85,400 |
Costs related to the disposal of a business |
49,539 |
Other |
(61,829) |
Expected cost synergies4 |
10,000 |
Pro forma non-GAAP Adjusted EBITDA1 |
$ 1,724,214 |
At 2022 |
|
Calculation of Net Debt: |
|
Total GAAP debt |
$ 5,836,250 |
Cash, cash equivalents and investments |
(899,358) |
Net Debt |
$ 4,936,892 |
Calculation of Pro Forma Non-GAAP Net Leverage Ratio: |
|
Pro forma non-GAAP Net Leverage Ratio |
2.9 |
____________________________________ |
|
1. |
Pro forma non-GAAP Adjusted EBITDA is calculated in accordance with the definition of Consolidated Adjusted EBITDA as set out in the Credit Agreement. |
2. |
Pro forma GAAP net income is derived from the GAAP financial statements of the Company for the LTM ended |
3. |
Excludes the portion of these adjustments related to the Sunosi |
4. |
Expected cost synergies of |
RECONCILIATION OF GAAP TO NON-GAAP ADJUSTED 2022 NET INCOME GUIDANCE (In millions, except per share amounts) (Unaudited) |
|
GAAP net income |
|
Intangible asset amortization |
590 - 610 |
Acquisition accounting inventory fair value step-up |
260 - 280 |
Share-based compensation expense |
200 - 220 |
Impairment charge |
134 |
Restructuring and other costs |
58 |
Transaction and integration related expenses |
25 - 35 |
Costs related to disposal of a business |
40 - 50 |
Non-cash interest expense |
35 - 45 |
Income tax effect of above adjustments |
(240) - (255) |
Non-GAAP adjusted net income |
|
GAAP net income per diluted share |
|
Non-GAAP adjusted net income per diluted share1 |
|
Weighted-average ordinary shares used in per share calculations - GAAP |
64 |
Weighted-average ordinary shares used in per share calculations - non-GAAP |
73 |
____________________________________ |
|
1. |
Non-GAAP adjusted EPS guidance for 2022 reflects dilution of |
Contacts:
Investors:
Vice President, Head, Investor Relations
InvestorInfo@jazzpharma.com
Media:
Head of
CorporateAffairsMediaInfo@jazzpharma.com
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