10-K – Annual report [Section 13 and 15(d), not S-K Item 405]

Clovis Oncology has filed a 10-K – Annual report [Section 13 and 15(d), not S-K Item 405] with the U.S. Securities and Exchange Commission (Filing, 10-K, Clovis Oncology, 2018, FEB 27, 2018, View Source [SID1234524211]).

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Early/Late Stage Pipeline Development - Target Scouting - Clinical Biomarkers - Indication Selection & Expansion - BD&L Contacts - Conference Reports - Combinatorial Drug Settings - Companion Diagnostics - Drug Repositioning - First-in-class Analysis - Competitive Analysis - Deals & Licensing

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Jazz Pharmaceuticals Announces Full Year And Fourth Quarter 2017 Financial Results

On February 27, 2018 Jazz Pharmaceuticals plc (Nasdaq: JAZZ) reported financial results for the full year and the fourth quarter of 2017 and provided financial guidance for 2018 (Press release, Jazz Pharmaceuticals, FEB 27, 2018, View Source;p=RssLanding&cat=news&id=2335067 [SID1234524210]).

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Early/Late Stage Pipeline Development - Target Scouting - Clinical Biomarkers - Indication Selection & Expansion - BD&L Contacts - Conference Reports - Combinatorial Drug Settings - Companion Diagnostics - Drug Repositioning - First-in-class Analysis - Competitive Analysis - Deals & Licensing

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"2017 was a pivotal year for Jazz as we delivered record revenues while achieving two global regulatory approvals, launching an innovative new treatment for AML and advancing numerous early- and late-stage development programs," said Bruce Cozadd, chairman and chief executive officer of Jazz Pharmaceuticals. "We enter 2018 energized by the strong U.S. launch of Vyxeos and the early enthusiasm we’ve seen from the prescriber community; prepared for executing on Xyrem growth opportunities; looking forward to continuing the progress we’ve made in our pre-clinical and clinical development programs; excited about advancing solriamfetol through the regulatory approval process; and financially nimble to aggressively pursue opportunities to further diversify our commercial and R&D portfolio."

GAAP net income for 2017 was $487.8 million, or $7.96 per diluted share, compared to $396.8 million, or $6.41 per diluted share, for 2016. GAAP net income for the fourth quarter of 2017 was $232.2 million, or $3.79 per diluted share, compared to $116.7 million, or $1.91 per diluted share, for the fourth quarter of 2016.

Adjusted net income for 2017 was $676.7 million, or $11.04 per diluted share, compared to $627.2 million, or $10.14 per diluted share, for 2016. Adjusted net income for the fourth quarter of 2017 was $180.5 million, or $2.95 per diluted share, compared to $165.6 million, or $2.71 per diluted share, for the fourth quarter of 2016.

In the full year and fourth quarter 2017, the company recorded a net tax benefit on a GAAP basis of $148.8 million, or $2.43 per diluted share, resulting from provisional estimates based on the company’s analysis of the U.S. Tax Cuts and Jobs Act (U.S. Tax Act). Given the significant complexity of the U.S. Tax Act, anticipated guidance from the U.S. Department of Treasury, and the potential for additional guidance from the U.S. Securities and Exchange Commission and/or the Financial Accounting Standards Board related to the U.S. Tax Act, these provisional estimates may be adjusted during 2018. The net tax benefit resulting from the U.S. Tax Act has been excluded from adjusted net income and the related per share measures for the full year and fourth quarter 2017.

Financial Highlights

Three Months Ended
December 31,



Year Ended
December 31,

(In thousands, except per share amounts and percentages)

2017

2016

Change

2017

2016

Change

Total revenues

$

436,399


$

396,621


10

%

$

1,618,693


$

1,487,973


9

%

GAAP net income

$

232,207


$

116,689


99

%

$

487,848


$

396,831


23

%

Adjusted net income

$

180,493


$

165,637


9

%

$

676,718


$

627,162


8

%

GAAP EPS

$

3.79


$

1.91


98

%

$

7.96


$

6.41


24

%

Adjusted EPS

$

2.95


$

2.71


9

%

$

11.04


$

10.14


9

%

Total Revenues

Three Months Ended
December 31,

Year Ended
December 31,

(In thousands)

2017

2016

2017

2016

Xyrem (sodium oxybate) oral solution

$

312,477


$

291,204


$

1,186,699


$

1,107,616

Erwinaze / Erwinase (asparaginase Erwinia chrysanthemi)

47,755


56,771


197,340


200,678

Defitelio (defibrotide sodium) / defibrotide

36,299


29,672


133,650


108,952

Vyxeos (daunorubicin and cytarabine) liposome for injection

24,071





33,790



Prialt (ziconotide) intrathecal infusion

6,058


6,055


27,361


29,120

Other

3,435


8,912


22,559


30,895

Product sales, net

430,095


392,614


1,601,399


1,477,261

Royalties and contract revenues

6,304


4,007


17,294


10,712

Total revenues

$

436,399


$

396,621


$

1,618,693


$

1,487,973

Total revenues increased 9% in 2017 and 10% in the fourth quarter of 2017 compared to the same periods in 2016 primarily due to an increase in net product sales of Xyrem and Defitelio and the launch of Vyxeos.

Xyrem net product sales increased 7% in both 2017 and in the fourth quarter of 2017 compared to the same periods in 2016. Xyrem net product sales growth in 2017 was negatively impacted by payer mix throughout 2017 and operational changes that delayed some prescription fulfillment in the second half of 2017.

Erwinaze/Erwinase net product sales decreased 2% in 2017 and 16% in the fourth quarter of 2017 compared to the same periods in 2016. Fourth quarter 2017 net product sales were lower compared to fourth quarter 2016 due to higher ordering patterns in the fourth quarter 2016 resulting from the availability of product following an extended supply disruption in late 2016. Throughout 2017, the company experienced global supply challenges for Erwinaze. The company is currently experiencing temporary supply disruptions in the U.S. and other countries and expects that there may be further supply disruptions during 2018.

Defitelio/defibrotide net product sales increased 23% in 2017 compared to 2016 due to an increase in sales volumes and a full year of U.S. Defitelio sales after launch in April 2016. Net product sales increased 22% in the fourth quarter of 2017 compared to the same period in 2016 primarily due to an increase in sales volume outside of the U.S. The company continues to expect inter-quarter variability in Defitelio net sales given that veno-occlusive disease (VOD) is an ultra-rare disease. The recognition, diagnosis and early treatment of VOD with multi-organ dysfunction in adult patients remains an educational priority.

Vyxeos net product sales were $33.8 million in 2017 and $24.1 million in the fourth quarter of 2017. Vyxeos launched in the U.S. in August 2017.

Operating Expenses

Three Months Ended
December 31,

Year Ended
December 31,

(In thousands, except percentages)

2017

2016

2017

2016

GAAP:






Cost of product sales

$

25,248


$

33,656


$

110,188


$

105,386

Gross margin

94.1

%

91.4

%

93.1

%

92.9

%

Selling, general and administrative

$

143,050


$

127,141


$

544,156


$

502,892

% of total revenues

32.8

%

32.1

%

33.6

%

33.8

%

Research and development

$

65,995


$

44,158


$

198,442


$

162,297

% of total revenues

15.1

%

11.1

%

12.3

%

10.9

%

Acquired in-process research and development

$

8,000


$




$

85,000


$

23,750







Non-GAAP adjusted:






Cost of product sales

$

23,782


$

32,177


$

104,376


$

100,797

Gross margin

94.5

%

91.8

%

93.5

%

93.2

%

Selling, general and administrative

$

121,414


$

108,204


$

454,938


$

404,837

% of total revenues

27.8

%

27.3

%

28.1

%

27.2

%

Research and development

$

43,276


$

39,619


$

162,072


$

146,466

% of total revenues

9.9

%

10.0

%

10.0

%

9.8

%

Operating expenses changed over the prior year periods primarily due to the following:

Selling, general and administrative (SG&A) expenses increased in 2017 and in the fourth quarter of 2017 compared to the same periods in 2016 on a GAAP and on a non-GAAP adjusted basis due to higher headcount and other expenses resulting from the expansion of the company’s business and the launch of Vyxeos in the U.S., partially offset by a contract termination fee of $11.6 million paid in 2016 to eliminate a potential future royalty obligation related to Vyxeos. SG&A expenses in 2016 on a GAAP basis included transaction and integration costs of $13.1 million.
Research and development (R&D) expenses increased in 2017 and in the fourth quarter of 2017 compared to the same periods in 2016 on a GAAP and on a non-GAAP adjusted basis. R&D expenses in 2017 reflected an increase in expenses related to the company’s ongoing pre-clinical and clinical development programs and regulatory activities, including an increase in headcount, partially offset by a decrease in costs following the completion of three solriamfetol Phase 3 studies in 2017. R&D expenses in 2017 and in the fourth quarter of 2017 on a GAAP basis included $18.5 million of payments related to an amended license and option agreement with Pfenex Inc.
Acquired in-process research and development expenses in 2017 included an upfront payment of $75.0 million to ImmunoGen, Inc. related to entry into a collaboration and option agreement.

Cash Flow and Balance Sheet

As of December 31, 2017, cash, cash equivalents and investments were $601.0 million, and the outstanding principal balance of the company’s long-term debt was $1.8 billion. In 2017, the company issued $575.0 million aggregate principal amount of 1.50% exchangeable senior notes due 2024, repaid a total of $850.0 million of borrowings under the company’s revolving credit facility, made upfront and milestone payments totaling $104.5 million and used $98.8 million to repurchase approximately 704,000 ordinary shares under the company’s share repurchase program at an average cost of $140.34 per ordinary share.

Recent Developments

In February 2018, the company enrolled the first patient in a Phase 2 clinical trial evaluating the efficacy and safety of defibrotide for the prevention of acute graft-versus-host disease in adult and pediatric patients after allogeneic hematopoietic stem cell transplant.

In February 2018, the National Comprehensive Cancer Network (NCCN) added Vyxeos to the Clinical Practice Guidelines in Oncology (NCCN Guidelines) for acute myeloid leukemia (AML). NCCN Guidelines now include a Category 1 recommendation for use of Vyxeos for adult patients 60 years of age or greater with newly-diagnosed therapy-related AML or AML with myelodysplasia-related changes. The Category 1 recommendation indicates that, based upon high-level evidence, there is uniform NCCN consensus that Vyxeos is appropriate for these patients.

In December 2017, the company submitted a New Drug Application (NDA) to the U.S. Food and Drug Administration (FDA) seeking marketing approval for solriamfetol, an investigational medicine for the treatment of excessive sleepiness in adult patients with narcolepsy or obstructive sleep apnea.

2018 Financial Guidance

Jazz Pharmaceuticals’ full year 2018 financial guidance is as follows (in millions, except per share amounts and percentages):

Revenues

$1,860-$1,930

Total net product sales

$1,845-$1,910

-Xyrem net sales

$1,310-$1,340

-Erwinaze/Erwinase net sales

$190-$220

-Defitelio/defibrotide net sales

$145-$165

-Vyxeos net sales

$130-$155

GAAP gross margin %

93%

Non-GAAP adjusted gross margin %1,5

93%

GAAP SG&A expenses

$608-$648

Non-GAAP adjusted SG&A expenses2,5

$525-$555

GAAP R&D expenses

$232-$263

Non-GAAP adjusted R&D expenses3,5

$205-$225

GAAP effective tax rate

18%-21%

Non-GAAP adjusted effective tax rate4,5

17%-19%

GAAP net income per diluted share

$7.15-$8.45

Non-GAAP adjusted net income per diluted share5

$12.65-$13.25










1.

Excludes $5-$9 million of share-based compensation expense from estimated GAAP gross margin.

2.

Excludes $83-$93 million of share-based compensation expense from estimated GAAP SG&A expenses.

3.

Excludes $17-$23 million of share-based compensation expense and $10-$15 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 2017 full year and fourth quarter results and provide 2018 financial guidance. 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 4179828.

A replay of the conference call will be available through March 6, 2018 by dialing +1 855 859 2056 in the U.S., or +1 404 537 3406 outside the U.S., and entering passcode 4179828. 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.

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 and Defitelio (defibrotide) 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, non-GAAP adjusted income tax provision 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 and, for the full year and fourth quarter of 2017, the U.S. Tax Act benefit. In this regard, the components of non-GAAP adjusted net income, including non-GAAP cost of product sales, non-GAAP selling, general and administrative expenses and non-GAAP research and development 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 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 2018 financial guidance and the potential for 2018 adjustments to the company’s provisional tax estimates, the company’s expectations regarding its ability to execute on Xyrem growth opportunities, continuing progress in the company’s pre-clinical and clinical development programs, advancing solriamfetol through the regulatory approval process, the potential for future opportunities to diversify the company’s commercial and research and development portfolio and the company’s ability to execute on those opportunities, 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, such as the potential U.S. introduction of a generic version of Xyrem before the entry dates specified in the company’s settlements with certain companies that have filed abbreviated new drug applications with the FDA seeking approval to market a generic version of Xyrem or on terms that are different from those contemplated by the settlements; ongoing patent litigation and related proceedings; 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 and the marketing authorization application for Vyxeos in the European Union, may not be approved by applicable regulatory authorities in a timely manner or at all; protecting and enhancing the company’s intellectual property rights; 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; 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; potential restrictions on the company’s ability and flexibility to pursue share repurchases and future strategic opportunities as a result of its substantial outstanding debt obligations; 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 September 30, 2017 and future filings and reports by the company, including the company’s Annual Report on Form 10-K for the year ended December 31, 2017. 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 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.

JAZZ PHARMACEUTICALS PLC

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share amounts)

(Unaudited)

Three Months Ended
December 31,

Year Ended
December 31,

2017

2016

2017

2016

Revenues:






Product sales, net

$

430,095


$

392,614


$

1,601,399


$

1,477,261

Royalties and contract revenues

6,304


4,007


17,294


10,712

Total revenues

436,399


396,621


1,618,693


1,487,973

Operating expenses:






Cost of product sales (excluding amortization of intangible assets)

25,248


33,656


110,188


105,386

Selling, general and administrative

143,050


127,141


544,156


502,892

Research and development

65,995


44,158


198,442


162,297

Acquired in-process research and development

8,000





85,000


23,750

Intangible asset amortization

52,901


26,162


152,065


101,994

Total operating expenses

295,194


231,117


1,089,851


896,319

Income from operations

141,205


165,504


528,842


591,654

Interest expense, net

(21,426)


(19,131)


(77,756)


(61,942)

Foreign exchange gain (loss)

(854)


4,940


(9,969)


3,372

Loss on extinguishment and modification of debt










(638)

Income before income tax provision (benefit) and equity in loss of investees

118,925


151,313


441,117


532,446

Income tax provision (benefit)

(113,654)


34,348


(47,740)


135,236

Equity in loss of investees

372


276


1,009


379

Net income

$

232,207


$

116,689


$

487,848


$

396,831







Net income per ordinary share:






Basic

$

3.87


$

1.95


$

8.13


$

6.56

Diluted

$

3.79


$

1.91


$

7.96


$

6.41

Weighted-average ordinary shares used in per share calculations – basic

59,980


59,930


60,018


60,500

Weighted-average ordinary shares used in per share calculations – diluted

61,189


61,033


61,317


61,870

JAZZ PHARMACEUTICALS PLC

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

(Unaudited)

December 31

2017

2016

ASSETS


Current assets:


Cash and cash equivalents

$

386,035


$

365,963

Investments

215,000


60,000

Accounts receivable, net of allowances

224,129


234,244

Inventories

43,245


34,051

Prepaid expenses

23,182


24,501

Other current assets

76,686


29,310

Total current assets

968,277


748,069

Property and equipment, net

170,080


107,490

Intangible assets, net

2,979,127


3,012,001

Goodwill

947,537


893,810

Deferred tax assets, net

34,559


15,060

Deferred financing costs

7,673


9,737

Other non-current assets

16,419


14,060

Total assets

$

5,123,672


$

4,800,227

LIABILITIES AND SHAREHOLDERS’ EQUITY


Current liabilities:


Accounts payable

$

24,368


$

22,415

Accrued liabilities

198,779


193,268

Current portion of long-term debt

40,605


36,094

Income taxes payable

21,577


4,506

Deferred revenue

8,618


1,123

Total current liabilities

293,947


257,406

Deferred revenue, non-current

16,115


2,601

Long-term debt, less current portion

1,540,433


1,993,531

Deferred tax liabilities, net

383,472


556,733

Other non-current liabilities

176,608


112,617

Total shareholders’ equity

2,713,097


1,877,339

Total liabilities and shareholders’ equity

$

5,123,672


$

4,800,227

JAZZ PHARMACEUTICALS PLC

SUMMARY OF CASH FLOWS

(In thousands)

(Unaudited)

Year Ended December 31,

2017

2016

Net cash provided by operating activities

$

693,087


$

592,391

Net cash used in investing activities

(268,950)


(1,751,155)

Net cash provided by (used in) financing activities

(409,111)


540,987

Effect of exchange rates on cash and cash equivalents

5,046


(5,045)

Net increase (decrease) in cash and cash equivalents

$

20,072


$

(622,822)

JAZZ PHARMACEUTICALS PLC

RECONCILIATIONS OF GAAP REPORTED TO NON-GAAP ADJUSTED INFORMATION

(In thousands, except per share amounts)

(Unaudited)

Three Months Ended
December 31,

Year Ended
December 31,

2017

2016

2017

2016

GAAP reported net income

$

232,207


$

116,689


$

487,848


$

396,831

Intangible asset amortization

52,901


26,162


152,065


101,994

Share-based compensation expense

27,321


24,281


106,900


98,771

Upfront and milestone payments

26,500





101,500


23,750

Transaction and integration related costs




674





13,644

Expenses related to certain legal proceedings and restructuring







6,000


6,060

Non-cash interest expense

10,792


5,715


30,026


22,133

Loss on extinguishment and modification of debt










638

Income tax effect of above adjustments

(20,425)


(7,884)


(58,818)


(36,659)

U.S. Tax Act benefit

(148,803)





(148,803)



Non-GAAP adjusted net income

$

180,493


$

165,637


$

676,718


$

627,162







GAAP reported net income per diluted share

$

3.79


$

1.91


$

7.96


$

6.41

Non-GAAP adjusted net income per diluted share

$

2.95


$

2.71


$

11.04


$

10.14

Weighted-average ordinary shares used in diluted per share calculations

61,189


61,033


61,317


61,870

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

December 31, 2017

December 31, 2016

GAAP
Reported

Adjustments

Non-GAAP
Adjusted

GAAP
Reported

Adjustments

Non-GAAP
Adjusted

Total revenues

$

436,399


$




$

436,399


$

396,621


$




$

396,621

Cost of product sales (excluding amortization of intangible assets)

25,248


(1,466)

(a)

23,782


33,656


(1,479)

(a)

32,177

Selling, general and administrative

143,050


(21,636)

(b)

121,414


127,141


(18,937)

(b)

108,204

Research and development

65,995


(22,719)

(c)

43,276


44,158


(4,539)

(c)

39,619

Acquired in-process research and development

8,000


(8,000)












Intangible asset amortization

52,901


(52,901)





26,162


(26,162)



Interest expense, net

21,426


(10,792)

(d)

10,634


19,131


(5,715)

(d)

13,416

Foreign currency loss (gain)

854





854


(4,940)





(4,940)

Income before income tax provision (benefit) and equity in loss of investees

118,925


117,514

(e)

236,439


151,313


56,832

(e)

208,145

Income tax provision (benefit)

(113,654)


169,228

(f)

55,574


34,348


7,884

(f)

42,232

Effective tax rate (g)

(95.6)

%



23.5

%

22.7

%



20.3

%

Equity in loss of investees

372





372


276





276

Net income

$

232,207


$

(51,714)

(h)

$

180,493


$

116,689


$

48,948

(h)

$

165,637

Net income per diluted share

$

3.79




$

2.95


$

1.91




$

2.71

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)

Year Ended

December 31, 2017

December 31, 2016

GAAP
Reported

Adjustments

Non-GAAP
Adjusted

GAAP
Reported

Adjustments

Non-GAAP
Adjusted

Total revenues

$

1,618,693


$




$

1,618,693


$

1,487,973


$




$

1,487,973

Cost of product sales (excluding amortization of intangible assets)

110,188


(5,812)

(i)

104,376


105,386


(4,589)

(i)

100,797

Selling, general and administrative

544,156


(89,218)

(j)

454,938


502,892


(98,055)

(j)

404,837

Research and development

198,442


(36,370)

(k)

162,072


162,297


(15,831)

(k)

146,466

Acquired in-process research and development

85,000


(83,000)


2,000


23,750


(23,750)



Intangible asset amortization

152,065


(152,065)





101,994


(101,994)



Interest expense, net

77,756


(30,026)

(d)

47,730


61,942


(22,133)

(d)

39,809

Foreign currency loss (gain)

9,969





9,969


(3,372)





(3,372)

Loss on extinguishment and modification of debt










638


(638)



Income before income tax provision (benefit) and equity in loss of investees

441,117


396,491

(l)

837,608


532,446


266,990

(l)

799,436

Income tax provision (benefit)

(47,740)


207,621

(m)

159,881


135,236


36,659

(m)

171,895

Effective tax rate (g)

(10.8)

%



19.1

%

25.4

%



21.5

%

Equity in loss of investees

1,009





1,009


379





379

Net income

$

487,848


$

188,870

(n)

$

676,718


$

396,831


$

230,331

(n)

$

627,162

Net income per diluted share

$

7.96




$

11.04


$

6.41




$

10.14










Explanation of Adjustments and Certain Line Items (in thousands):

(a)

Share-based compensation expense of $1,466 and $1,479 for the three months ended December 31, 2017 and 2016, respectively.

(b)

Share-based compensation expense of $21,636 and $18,373 and transaction and integration related costs of $0 and $564 for the three months ended December 31, 2017 and 2016, respectively.

(c)

Upfront and milestone payments of $18,500 and $0, share-based compensation expense of $4,219 and $4,429 and transaction and integration related costs of $0 and $110 for the three months ended December 31, 2017 and 2016, respectively.

(d)

Non-cash interest expense associated with debt discount and debt issuance costs for the respective three- and twelve-month periods.

(e)

Sum of adjustments (a) through (d) plus the adjustments for acquired in-process research and development and intangible asset amortization, as applicable, for the respective three-month period.

(f)

Income tax adjustments related to the impact of the U.S. Tax Act of $148,803 and $0 and the income tax effect of adjustments between GAAP reported and non-GAAP adjusted net income of $20,425 and $7,884 for the three months ended December 31, 2017 and 2016, respectively.

(g)

Income tax provision (benefit) divided by income before income tax provision (benefit) and equity in loss of investees for the respective three- and twelve-month periods.

(h)

Net of adjustments (e) and (f) for the respective three-month period.

(i)

Share-based compensation expense of $5,812 and $4,438, expenses related to certain legal proceedings and restructuring of $0 and $110 and transaction and integration related costs of $0 and $41 for the years ended December 31, 2017 and 2016, respectively.

(j)

Share-based compensation expense of $83,218 and $79,037, expenses related to certain legal proceedings and restructuring of $6,000 and $5,950 and transaction and integration related costs of $0 and $13,068 for the years ended December 31, 2017 and 2016, respectively.

(k)

Upfront and milestone payments of $18,500 and $0, share-based compensation expense of $17,870 and $15,296 and transaction and integration related costs of $0 and $535 for the years ended December 31, 2017 and 2016, respectively.

(l)

Sum of adjustments (i), (j), (k) and (d) plus the adjustments for acquired in-process research and development, intangible asset amortization and loss on extinguishment and modification of debt, as applicable, for the respective twelve-month period.

(m)

Income tax adjustments related to the impact of the U.S. Tax Act of $148,803 and $0 and the income tax effect of adjustments between GAAP reported and non-GAAP adjusted net income of $58,818 and $36,659 for the years ended December 31, 2017 and 2016, respectively.

(n)

Net of adjustments (l) and (m) for the respective twelve-month period.

JAZZ PHARMACEUTICALS PLC

RECONCILIATION OF GAAP TO NON-GAAP ADJUSTED 2018 NET INCOME GUIDANCE

(In millions, except per share amounts)

(Unaudited)

GAAP net income

$435 – $520

Intangible asset amortization

190 – 220

Share-based compensation expense

105 – 125

Milestone payments

10 – 15

Non-cash interest expense

40 – 50

Income tax effect of adjustments

(50) – (70)

Non-GAAP adjusted net income

$775 – $815

GAAP net income per diluted share

$7.15-$8.45

Non-GAAP adjusted net income per diluted share

$12.65-$13.25

Weighted-average ordinary shares used in per share calculations

61

Jazz Pharmaceuticals Logo (PRNewsFoto/Jazz Pharmaceuticals plc) (PRNewsFoto/Jazz Pharmaceuticals plc)

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Data From SELLAS Life Sciences’ Positive Phase 2 Acute Myeloid Leukemia Study Published in American Society of Hematology’s Journal, Blood Advances

On February 27, 2018 SELLAS Life Sciences Group Inc. (Nasdaq:SLS) (SELLAS), a clinical-stage biopharmaceutical company focused on novel cancer immunotherapies for a broad range of cancer indications, reported that data from the Phase 2 trial of its lead candidate, galinpepimut-S (GPS), in acute myeloid leukemia (AML) have been published in the current issue of Blood Advances (Press release, Sellas Life Sciences, FEB 27, 2018, View Source [SID1234524259]). GPS met its pre-specified primary endpoint of ≥34% actual overall survival (OS) rate at three years with a GPS-induced OS rate of 47.4%. Median disease-free survival (DFS) from first complete response was 16.9 months, while the overall survival (OS) from diagnosis has not yet been reached, but is predicted to be > 67.6 months. GPS targets the antigen, Wilms tumor 1 (WT1) protein, which has been ranked by the National Cancer Institute as the leading target for cancer immunotherapy.

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"These data follow on prior positive data in AML and various cancer indications, supporting the development of GPS as an important potential therapy in the treatment of AML and other cancers," said Angelos Stergiou, MD, ScD h.c., President & Chief Executive Officer of SELLAS. "We are encouraged by the collective supporting evidence generated by our Phase 1 and Phase 2 AML studies. We wholeheartedly appreciate the participation of patients and their families in all our clinical studies, as well as the exceptional physicians and study teams. We look forward to advancing GPS into a Phase 3 trial in AML."

For patients in the older cohort (age >60; n=13), median OS post-diagnosis was 35.8 months. Historical controls for comparable patients over sixty years of age who reach first complete remission (CR1) show median OS since initial diagnosis of 9.5-15.8 months.

"We were especially pleased with the findings in AML patients over sixty years of age, which are important considering the poor prognosis particularly for those patients, even with optimal use of current care standards" stated Peter Maslak, M.D., Chief, Immunology Laboratory Service at Memorial Sloan Kettering Cancer Center and Principal Investigator of the study.

The open-label Phase 2 study evaluated GPS in 22 adult patients with AML (median age – 64 years) in CR1. Patients received 6 vaccinations administered over 10 weeks with the potential to receive 6 additional monthly doses if they remained in CR1. Immune responses (IR’s) were evaluated after the sixth and twelfth vaccinations by CD4+ T-cell proliferation, CD8+ T cell interferon-γ secretion (ELISPOT) or the CD8-relevant WT1 peptide MHC tetramer assay (HLA-A*02 patients only).

"Older adults with AML who achieve complete remission (CR) are in critical need of new treatment options to prevent emerging relapses, especially in cases where allogeneic stem cell transplant is infeasible or is not predicted to improve outcome," stated Gert Ossenkoppele, M.D., Ph.D., professor of Hematology at the VU University Medical Center in Amsterdam, The Netherlands, and chair of the AML working party of HOVON (Dutch-Belgian Hematology Trial Group). "Results from this GPS Phase 2 study reinforce the potential of this innovative WT1-targeting immunotherapy in the post-CR maintenance setting. I look forward to co-leading the Phase 3 study in AML patients older than 60 years, currently being planned by SELLAS." Dr. Ossenkoppele did not participate in the GPS Phase 2 study.

In the study, GPS was well tolerated, with the most common side effects being Grade 1/2 injection site reactions (46%), fatigue (32%), and skin induration (32%). Fourteen patients (64%) completed more than six vaccinations, and nine (41%) received all 12 vaccine doses. Nine of 14 tested patients (64%) had an immune response (IR) in more than one of three assays used (one for CD4 or two for CD8).

The article, "Phase 2 trial of a multivalent WT1 peptide vaccine (galinpepimut-S) in acute myeloid leukemia," is available in the current issue of Blood Advances, a peer-reviewed medical journal published by the American Society of Hematology (ASH) (Free ASH Whitepaper). The complete article can be accessed here (View Source).

Intensity Therapeutics, Inc. Reports Positive Safety Data from On-going IT-01 Phase 1/2 Trial

On February 27, 2018 Intensity Therapeutics, Inc., a privately held biotechnology company developing proprietary cancer immune-based drug products for direct intratumoral injection, reported completion of the first safety cohort (A) of the Company’s Phase 1/2 international clinical study evaluating lead product, INT230-6 (Press release, Intensity Therapeutics, FEB 27, 2018, View Source [SID1234524349]). Following intratumoral drug injections into superficial lesions in six patients with either ovarian, thyroid, head and neck or skin cancers, there were no dose limiting toxicities. The investigators reported three drug-related, local, mild-to-moderate reversible adverse events, no drug-related series adverse events, no systemic adverse events and no procedure-related adverse events. These results were consistent with the observed low systemic exposure levels of the active agents comprising INT230-6.

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Following the review of all patient data, the Study Steering Committee (SSC) decided to initiate treatment in patients with deep tumors (cohort B1) and to increase the frequency and dose for superficial tumors (cohort E). As a result, the study has now enrolled and dosed a sentinel patient’s deep tumor, a bile duct carcinoma in the liver.

"The Study Steering Committee’s decision to initiate INT230-6 injections into the deep tumor cohort and the treatment of our first such patient are important program milestones that demonstrate significant progress," said President and CEO, Lewis H. Bender. "We will now be able to test our drug in cancers with great unmet medical need such as pancreatic, liver, cholangiocarcinoma and even glioblastoma. These conditions do not typically respond to conventional therapies and long-term patient survival is quite poor."

"We are encouraged with the preliminary safety results of INT230-6 and are pleased by the observation of necrosis in the injected tumors even at low dose," said Chief Medical Officer Ian B. Walters, MD. "Our murine studies with INT230-6 have shown our drug’s ability to stimulate a strong adaptive immune response in addition to the direct tumor killing effect. Those results also indicated a substantial benefit when our drug is given with an anti-PD-1 agent. Thus, as part of our clinical study, we have planned a cohort that combines our INT230-6 with checkpoint blockade compounds such as anti-PD-1 antibodies. Intensity Therapeutics is grateful to the volunteers participating in our study. We look forward to collecting more data on INT230-6 in different cancer types and to presenting our results at a scientific conference as soon as possible."

About INT230-6

INT230-6 is a novel, anti-cancer drug for direct intratumoral injection. The product contains potent anti-cancer agents that disperse throughout tumors and diffuse into cancer cells. INT230-6 was identified from Intensity’s DfuseRxSM platform and is being evaluated in a clinical trial; IT‑01. In preclinical studies INT230-6 administration eradicated tumors by a combination of direct tumor kill coupled with recruitment of dendritic cells to the tumor micro-environment that induced anti-cancer T-cell activation. Treatment with INT230-6 in in vivo models of severe cancer resulted in substantial improvement in overall survival compared to standard therapies. Further, INT230-6 provided complete responder animals with long-term, durable protection from multiple re-inoculations of the initial cancer and resistance to other cancers.

About Study IT-01

IT-01 is entitled A Phase 1/2 Safety Study of Intratumorally Administered INT230-6 in Adult Subjects with Advanced Refractory Cancers. The trial aims to enroll approximately 60 patients with different types advanced solid tumor malignancies in a multicycle dosing regimen. The study will be conducted in multiple countries and includes a cohort combining INT230-6 with an anti-PD-1 antibody. Currently the study is recruiting in the U.S. and in Canada. The study’s primary objective is to assess the safety and tolerability of multiple intratumoral doses of INT230-6. Secondary assessments are to understand preliminary efficacy of INT230-6 by measuring the injected and bystander tumor responses. The study will characterize the systemic pharmacokinetic profile of multiple doses of INT230-6’s drug substances after single and then multiple intratumoral injections. Exploratory analysis will characterize patient outcome, as well as evaluate various tumor and anti-tumor immune response biomarkers that may correlate with response. The trial includes several adaptive components that will allow for adjustments in patient groups, dosing schedule and dose volumes administered. Data will be used to assess the progression free and overall survival in subjects receiving INT230-6. Further information can be found at www.clinicaltrials.gov (NCT#03058289).

10-K – Annual report [Section 13 and 15(d), not S-K Item 405]

Five Prime Therapeutics has filed a 10-K – Annual report [Section 13 and 15(d), not S-K Item 405] with the U.S. Securities and Exchange Commission (Filing, 10-K, Five Prime Therapeutics, 2018, FEB 27, 2018, View Source [SID1234524212]).

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Early/Late Stage Pipeline Development - Target Scouting - Clinical Biomarkers - Indication Selection & Expansion - BD&L Contacts - Conference Reports - Combinatorial Drug Settings - Companion Diagnostics - Drug Repositioning - First-in-class Analysis - Competitive Analysis - Deals & Licensing

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