Filed by Endo International plc (Commission File No. 001-36326)
pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934
Subject Company: Auxilium Pharmaceuticals, Inc.
(Commission File No. 001-36628)
The following slides were used during Endos presentation of earnings for the third quarter of 2014 on November 5, 2014:
Endo International
plc Q3 2014 Earnings Report
November 5, 2014
©2014 Endo Pharmaceuticals Inc. All rights reserved.
|
ADDITIONAL
INFORMATION This communication does not constitute an offer to buy or
solicitation of an offer to sell any securities. This communication relates to a
proposed business combination transaction between Endo International plc
("Endo") and Auxilium Pharmaceuticals, Inc. ("Auxilium").
In
furtherance
of
this
proposed
transaction,
Endo
and
Auxilium
intend
to
file
one
or
more
registration
statements,
prospectuses,
proxy
statements or other documents with the U.S. Securities and Exchange Commission
("SEC"). This communication is not a substitute for any
registration
statement,
prospectus,
proxy
statement
or
other
document
Endo
and/or
Auxilium
file
with
the
SEC
in
connection
with
the proposed transaction. INVESTORS AND SECURITY HOLDERS OF AUXILIUM ARE URGED TO
READ THE REGISTRATION STATEMENT,
PROSPECTUS,
PROXY
STATEMENT
AND
OTHER
DOCUMENTS
FILED
WITH
THE
SEC
CAREFULLY
IN
THEIR
ENTIRETY WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE PROPOSED TRANSACTION. The definitive proxy statement (when
available) will be mailed to stockholders of Auxilium. Investors and security
holders will be able to obtain free copies of these documents (when available) and
other documents filed with the SEC by Endo through the
web
site
maintained
by
the
SEC
at
http://www.sec.gov.
CERTAIN INFORMATION REGARDING PARTICIPANTS
1
Additional Information
All trademarks, service marks, trade names, product names and logos appearing in this presentation are
the property of their respective owners. XIAFLEX®, Testim®, TESTOPEL®,
STENDRA®, edex®, Osbon® ErecAid®, STRIANT®, Theo24®, Semprex®-D, dilatrate®-
SR and robaxin® and the related logos are the property of Auxilium. All other
trademarks, service marks, trade names, product names and logos appearing in this presentation
are the property of Endo Endo and Auxilium
and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of
proxies from Auxilium stockholders with respect to the proposed transaction under the rules of the
SEC. Security holders may obtain information regarding the names and interests of Endo's
directors and executive officers in Endo Health Solutions Inc.'s ("EHSI") Annual Report
on Form 10-K for the year ended December 31, 2013, which was filed with the SEC on March 3, 2014, and Endo's proxy
statement for the 2014 Annual General Meeting of Shareholders, which was filed with the SEC on April
29, 2014. Security holders may obtain information regarding the names and interests of
Auxilium's directors and executive officers in Auxilium's Annual Report on Form 10-K for
the year ended December 31, 2013, which was filed with the SEC on February 28, 2014, Auxilium's proxy statement for the
2014 Annual Meeting of Stockholders, which was filed with the SEC on April 10, 2014, and the materials
that will be filed with the SEC in connection with the proposed transaction. These documents
can be obtained free of charge from the sources indicated above. Additional information
regarding the interests of these participants in the proxy solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, will also be included in the proxy statement and other
relevant materials to be filed with the SEC when they become available. |
Forward Looking
Statements; Non-GAAP Financial Measures This presentation contains
forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995
and Canadian securities legislation. Statements including words such as
believes, expects,
anticipates,
intends,
estimates,
plan,
will,
may,
look forward,
intend,
guidance,
future
or similar expressions are forward-looking
statements. Because these statements reflect our current views, expectations and beliefs
concerning future events, these forward-looking statements involve risks and
uncertainties. Although Endo believes that these forward-looking statements and
information are based upon reasonable assumptions and expectations, readers should not place
undue reliance on them, or any other forward looking statements or information in this
news release. Investors should note that many factors, as more fully described in the
documents filed by Endo with securities regulators in the United States and Canada including under the caption
Risk Factors
in Endos and EHSIs Form 10-K, Form 10-Q and Form 8-K filings, as
applicable, with the Securities and Exchange Commission and with securities regulators
in Canada on System for Electronic Document Analysis and Retrieval (SEDAR) and as
otherwise enumerated herein or therein, could affect Endos future financial results and
could cause Endos actual results to differ materially from those expressed in
forward-looking statements contained in EHSIs Annual Report on Form 10-K. The forward-
looking statements in this presentation are qualified by these risk factors. These are factors
that, individually or in the aggregate, could cause our actual results to differ
materially from expected and historical results. Endo assumes no obligation to publicly
update any forward-looking statements, whether as a result of new information, future
developments or otherwise, except as may be required under applicable securities law.
This presentation may refer to non-GAAP financial measures, including adjusted
diluted EPS, that are not prepared in accordance with accounting principles generally
accepted in the United States and that may be different from non-GAAP financial measures
used by other companies. Investors are encouraged to review Endos current report on Form
8-K filed with the SEC for Endos reasons for including those non-GAAP
financial measures in this presentation. Reconciliation of non-GAAP financial measures to the
nearest comparable GAAP amounts have been provided within the appendix at the end of this
presentation. ©2014 Endo Pharmaceuticals Inc. All rights
reserved. 2 |
Todays
Agenda Review of Recent Accomplishments
Review of Q3 2014 Financial Results
Update to 2014 Financial Guidance
Q&A
©2014 Endo Pharmaceuticals Inc. All rights reserved.
3 |
Progress on
Near-Term Strategic Priorities Deploying capital to accretive, value-creating
opportunities
Announced agreement to acquire Auxilium Pharmaceuticals
Closed acquisitions of Grupo Farmaceutico Somar and DAVA Pharmaceuticals
Enhancing operational focus on organic growth drivers
Delivering double-digit organic growth in U.S. Generics
Voltaren®
Gel prescription demand trends remain strong
Launched Travelan®
and Veregen®
in Canada
Fortesta®
Gel AG launch driving increased franchise sales
Sharpening R&D focus on near-term opportunities
Focused on filing NDA for BEMA buprenorphine by late-2014 or early-2015
Completed full-year objective of 8 ANDA filings by U.S. Generics business
AMS
announced
positive
top-line
results
for
the
investigational
TOPAS
system
Meeting our Financial Targets
Raising 2014 Revenue and Adjusted EPS Financial Guidance based on solid operating results
and progress on near-term priorities
©2014 Endo Pharmaceuticals Inc. All rights reserved.
4 |
Endo
to
Acquire
Auxilium
-
Transaction
Summary
©2014 Endo Pharmaceuticals Inc. All rights reserved.
5
Creates leading specialty healthcare company with expanded
platform for future growth
Significant opportunity for value creation
Expected to be immediately accretive post-close and substantially accretive
long-term
Base-case exceeds key M&A model hurdle rates
Auxilium products expected to produce sustained double-digit revenue
growth for Auxilium
Expected annual run rate synergies of up to $175 million by the
first year after closing
Synergies inclusive of Auxiliums previously announced $75 million reduction
in annual operating expenses
Expected closing in the first half of 2015, subject to regulatory
approval, Auxilium stockholder approval and other customary
closing conditions |
Expected to
significantly enhance Endo's branded pharmaceutical business with the addition of
Auxilium's leading men's health products and development portfolio Designed to
accelerate growth and maximize value of Auxiliums products by leveraging
strengths of combined company
Enhances the long-term organic growth for combined branded pharmaceutical business
Expands R&D capabilities and development programs
6
Compelling Strategic and Financial Rationale
Creating benefits for both Endo and Auxilium shareholders,
as well as for patients, customers and employees
©2014 Endo Pharmaceuticals Inc. All rights reserved.
Generates significant synergy opportunities in addition to Auxiliums announced
restructuring
Creates company with enhanced financial flexibility, proven M&A platform and
established corporate structure
Aligned with Endos strategy of pursuing accretive, value-creating growth
opportunities |
Summary of Q3 2014
Financial Results and
Organic Growth
©2014 Endo Pharmaceuticals Inc. All rights reserved.
|
Q3 and YTD 2014
Financial Performance ©2014 Endo Pharmaceuticals Inc. All rights
reserved. 8
(US $M except EPS)
Q3 2014
Y/Y
Growth %
YTD 2014
Y/Y
Growth %
Revenue
$764
16%
$2,077
2%
Reported (GAAP) EPS
($1.64)
NM
($4.62)
NM
Adjusted Net Income
$182
13%
$490
9%
Adjusted Diluted EPS
$1.15
(14%)
$3.14
(18%) |
Drive
Organic
Growth
U.S.
Branded
Pharmaceuticals
©2014 Endo Pharmaceuticals Inc. All rights reserved.
9
U.S. Branded Pharmaceuticals
Core Revenue Growth vs. PY
Core portfolio of products on-
track to deliver 2014 objective for
growth
Expect to submit NDA for BEMA®
buprenorphine by end of 2014 or
early 2015
Successful management of
LIDODERM LOE
Fortesta®
Gel AG launch
exceeding expectations
*
Core Excludes LIDODERM®,
Actavis Royalty, OPANA®
ER
6%
11%
YTD 2014*
Q3 2014*
Sumavel® DosePro® is excluded for comparison purposes |
Drive
Organic
Growth
U.S.
Generic
Pharmaceuticals
©2014 Endo Pharmaceuticals Inc. All rights reserved.
10
Base business growth of 13% in Q3
2014
$111m of new revenues in Q3 2014
drive total revenue growth of 74%
for U.S. Generics
Continued success for Lidoderm AG
launch
Acquisitions of Boca and DAVA add
to significant growth
Underlying excludes sales of Lidoderm
AG, Boca Pharmacal and DAVA
Pharmaceuticals products
U.S. Generic Pharmaceuticals
Q3 Core Revenue Growth vs. PY
13%
74%
Underlying
Total |
Drive
Organic
Growth
-
Devices
©2014 Endo Pharmaceuticals Inc. All rights reserved.
11
On-track to return to organic
revenue growth and expand
operating margins
BPH Therapy business leading
growth
as
sales
of
GreenLight
TM
fiber continue to increase
Mens Health business provides
stable/growing core
Managing impact of market
decline in Womens Health (WH)
Devices Revenue Growth
Versus Prior Year
2%
~Flat
2%
FY 2013
FY 2013 less WH
YTD 2014
YTD 2014 less WH
2%
- |
Drive Organic
Growth International Pharmaceuticals
©2014 Endo Pharmaceuticals Inc. All rights reserved.
12
2014 performance on-track with internal expectations
Paladin business development continues to add future growth
drivers
Launches of Travelan®
and Veregen®
in Canada
Base Paladin business delivering solid performance
Integration of Somar on-track
Norbert Oppitz, Regional President, Latin America, Africa and Export Markets,
joined on October 1, 2014
Expansion opportunities for Somar product portfolio being explored
Financial and IT system consolidation successfully completed
Initiated process to acquire outstanding shares of Litha |
Q3
2014 Financial Update and Full-Year Guidance
©2014 Endo Pharmaceuticals Inc. All rights reserved.
|
Q3 and YTD 2014
Segment Revenues ©2014 Endo Pharmaceuticals Inc. All rights
reserved. 14
(US $M)
Q3 2014
Y/Y
Growth %
YTD 2014
Y/Y
Growth %
U.S. Branded Pharmaceuticals
$241
(34%)
$724
(36%)
U.S. Generic Pharmaceuticals
$319
74%
$803
51%
Devices
$110
(1%)
$359
~Flat
International Pharmaceuticals
$94
NM
$191
NM
Total
$764
16%
$2,077
2% |
Q3 and YTD 2014
Income Statement (Adjusted) ©2014 Endo Pharmaceuticals Inc. All
rights reserved. 15
($M except Shares and EPS)
Q3 2013
Q3 2014
Y/Y Change
Favorable /
(Unfavorable)
YTD 2013
YTD 2014
Y/Y Change
Favorable /
(Unfavorable)
Revenues
$661
$764
16%
$2,032
$2,077
2%
Gross Margin
$448
$479
7%
$1,389
$1,336
(4%)
% of Revenues
67.7%
62.8%
68.4%
64.3%
Operating Expenses
$190
$187
2%
$639
$552
14%
% of Revenues
28.7%
24.4%
31.5%
26.6%
Operating Income
$258
$293
14%
$750
$784
5%
% of Revenues
39.0%
38.3%
36.9%
37.7%
Tax Rate (Continuing Ops)
27.8%
21.6%
620 bps
29.5%
22.7%
670 bps
Adjusted Net Income
$161
$182
13%
$450
$490
9%
Adjusted EPS
$1.34
$1.15
(14%)
$3.85
$3.14
(18%)
Adjusted Diluted Shares (M)
120.3
159.0
116.9
155.9
Reported (GAAP) EPS
$0.33
($1.64)
NM
$0.77
($4.62)
NM |
2014 Financial
Guidance Measure
Prior Guidance
Updated 2014 Guidance
Revenues
$2.78B -
$2.86B
$2.80B -
$2.88B
Adjusted Gross Margin
63% to 65%
63.5% to 64.5%
Adjusted Operating
Expenses
Year-over-year mid-to-high digit
percentage decrease
Year-over-year mid-to-high digit
percentage decrease
Adjusted Interest Expenses
~$220M
~$220M
Reported (GAAP) Loss per
share
$1.56 to $1.36
$3.95 to $3.80
Adjusted Diluted EPS
$4.00 to $4.20
$4.10 to $4.25
Adjusted Effective Tax Rate
23% to 24%
Approximately 23%
Weighted Average Diluted
Shares Outstanding
Approximately 157M
Approximately 157M
©2014 Endo Pharmaceuticals Inc. All rights reserved.
16 |
Progress on
Near-Term Strategic Priorities Deploying capital to accretive, value-creating
opportunities
Announced agreement to acquire Auxilium Pharmaceuticals
Closed acquisitions of Grupo Farmaceutico Somar and DAVA Pharmaceuticals
Enhancing operational focus on organic growth drivers
Delivering double-digit organic growth in U.S. Generics
Voltaren®
Gel prescription demand trends remain strong
Launched Travelan®
and Veregen®
in Canada
Fortesta®
Gel AG launch driving increased franchise sales
Sharpening R&D focus on near-term opportunities
Focused on filing NDA for BEMA buprenorphine by late-2014 or early-2015
Completed full-year objective of 8 ANDA filings by U.S. Generics business
AMS
announced
positive
top-line
results
for
the
investigational
TOPAS
system
Meeting our Financial Targets
Raising 2014 Revenue and Adjusted EPS Financial Guidance based on solid operating results
and progress on near-term priorities
©2014 Endo Pharmaceuticals Inc. All rights reserved.
17 |
Appendix
©2014 Endo Pharmaceuticals Inc. All rights reserved.
|
Reconciliation of
Non-GAAP Measures ©2014 Endo Pharmaceuticals Inc. All rights
reserved. 19
Three Months Ended September 30, 2014
(unaudited)
Actual
Reported
(GAAP)
Adjustments
Non-GAAP
Adjusted
REVENUES
$
763,938
$
$
763,938
COSTS AND EXPENSES:
Cost of revenues
379,199
(94,751)
(1)
284,448
Selling, general and administrative
205,260
(45,357)
(2)
159,903
Research and development
30,918
(4,300)
(3)
26,618
Litigation-related and other contingencies, net
473,338
(473,338)
(4)
Acquisition-related and integration items
6,932
(6,932)
(5)
OPERATING (LOSS) INCOME
$
(331,709)
$
624,678
$
292,969
INTEREST EXPENSE, NET
61,949
(1,992)
(6)
59,957
LOSS ON EXTINGUISHMENT OF DEBT
2,027
(2,027)
(7)
OTHER (INCOME) EXPENSE, NET
(4,871)
5,729
(8)
858
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE
INCOME TAX
$
(390,814)
$
622,968
$
232,154
INCOME TAX
(138,765)
188,986
(9)
50,221
(LOSS) INCOME FROM CONTINUING OPERATIONS
$
(252,049)
$
433,982
$
181,933
DISCONTINUED OPERATIONS, NET OF TAX
CONSOLIDATED NET (LOSS) INCOME
$
(252,049)
$
433,982
$
181,933
Less: Net income (loss) attributable to
noncontrolling interests
35
(369)
(10)
(334)
NET (LOSS) INCOME ATTRIBUTABLE TO ENDO
INTERNATIONAL PLC
$
(252,084)
$
434,351
$
182,267
DILUTED EARNINGS PER SHARE DATA ATTRIBUTABLE TO
ENDO INTERNATIONAL PLC ORDINARY SHAREHOLDERS:
Continuing operations
$
(1.64)
$
1.15
Discontinued operations
DILUTED (LOSS) EARNINGS PER SHARE
$
(1.64)
$
1.15
DILUTED WEIGHTED AVERAGE SHARES
153,309
158,975
Notes to reconciliation of our GAAP statements of operations to our
adjusted statements of operations:
1.
To exclude amortization of commercial intangible assets related to
developed technology of $68,293 and a fair value step-up in inventory
of $17,364 and accruals for milestone payments to partners of $9,094. 2. To exclude certain separation benefits and other costs incurred
in connection with continued efforts to enhance the company's
operations of $8,284, amortization of intangible assets of $2,513, mesh
litigation-related defense costs of $10,588, a charge for an additional
year of the branded prescription drug fee in accordance with IRS
regulations issued in the third quarter of 2014 of $24,972 and an
adjustment to the accrual for excise tax payments of $(1,000). 3. To exclude milestone payments to partners of $4,354 and
adjustments to accruals for other costs incurred in connection with continued
efforts to enhance the company's operations of $(54). 4. To exclude the impact of net charges primarily for
mesh-related product liability. 5. To exclude acquisition and integration costs of $6,932 associated
with the Paladin, Boca and other acquisitions. 6. To exclude additional non-cash interest expense related to
our 1.75% Convertible Senior Subordinated Notes. 7. To exclude the net loss on extinguishment of debt in connection
with various refinancing and note repurchase activity. 8. To exclude adjustments to the gain on sale of certain
early-stage drug discovery and development assets of $(150), foreign currency
impact related to the remeasurement of intercompany debt instruments of
$(5,740) and other miscellaneous expense of $161. 9. Primarily to reflect the cash tax savings from acquired tax
attributes and the tax effect of the pre-tax adjustments above at applicable tax
rates.
10.
To exclude the impact of the portion of certain of the above
adjustments attributable to noncontrolling interests. |
Reconciliation of
Non-GAAP Measures ©2014 Endo Pharmaceuticals Inc. All rights
reserved. 20
Three Months Ended September 30, 2013
(unaudited)
Actual
Reported
(GAAP)
Adjustments
Non-GAAP
Adjusted
REVENUES
$
661,319
$
$
661,319
COSTS AND EXPENSES:
Cost of revenues
257,836
(44,458
)
(1)
213,378
Selling, general and administrative
191,362
(27,994
)
(2)
163,368
Research and development
36,687
(10,005
)
(3)
26,682
Litigation-related and other contingencies
30,895
(30,895
)
(4)
Asset impairment charges
807
(807
)
(5)
Acquisition-related and integration items
1,493
(1,493
)
(6)
OPERATING INCOME
$
142,239
$
115,652
$
257,891
INTEREST EXPENSE, NET
43,081
(5,704
)
(7)
37,377
OTHER INCOME, NET
(14,672)
14,628
(8)
(44
)
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME
TAX
$
113,830
$
106,728
$
220,558
INCOME TAX
44,655
16,744
(9)
61,399
INCOME FROM CONTINUING OPERATIONS
$
69,175
$
89,984
$
159,159
DISCONTINUED OPERATIONS, NET OF TAX
(14,560)
30,506
(10)
15,946
CONSOLIDATED NET INCOME
$
54,615
$
120,490
$
175,105
Less: Net income attributable to noncontrolling
interests
14,392
14,392
NET INCOME ATTRIBUTABLE TO ENDO INTERNATIONAL PLC
$
40,223
$
120,490
$
160,713
DILUTED EARNINGS PER SHARE DATA ATTRIBUTABLE TO
ENDO INTERNATIONAL PLC ORDINARY SHAREHOLDERS:
Continuing operations
$
0.58
$
1.32
Discontinued operations
(0.25)
0.02
DILUTED EARNINGS PER SHARE
$
0.33
$
1.34
DILUTED WEIGHTED AVERAGE SHARES
120,261
120,261
To exclude amortization of commercial intangible assets related to
marketed products of $42,482, certain separation benefits and
other costs incurred in connection with continued efforts to
enhance the company's operations of $(24) and accruals for
milestone payments to partners of $2,000.
To exclude certain separation benefits and other costs incurred in
connection with continued efforts to enhance the companys
operations of $11,784, amortization of customer relationships of
$2,505 and mesh litigation-related defense costs of $13,705.
To exclude milestone payments to partners of $1,092 and certain
separation benefits and other costs incurred in connection with
continued efforts to enhance the companys operations of $8,913.
To exclude the impact of charges primarily for mesh-related
product liability.
To exclude asset impairment charges.
To exclude acquisition and integration costs.
To exclude additional non-cash interest expense related to our
1.75% Convertible Senior Subordinated Notes.
To exclude $(14,628) related to patent litigation settlement
income.
Primarily to reflect the cash tax savings from acquired tax
attributes and the tax effect of the pre-tax adjustments above at
applicable tax rates.
To exclude certain items related to the HealthTronics business,
which is reported as Discontinued operations, net of tax.
Notes to reconciliation of our GAAP statements of operations to our
adjusted statements of operations:
1.
2.
3.
4.
5.
6.
7.
8.
9.
10. |
Reconciliation of
Non-GAAP Measures ©2014 Endo Pharmaceuticals Inc. All rights
reserved. 21
Nine Months Ended September 30, 2014
(unaudited)
Actual
Reported
(GAAP)
Adjustments
Non-GAAP
Adjusted
REVENUES
$
2,077,231
$
$
2,077,231
COSTS AND EXPENSES:
Cost of revenues
976,899
(236,065)
(1)
740,834
Selling, general and administrative
603,573
(139,912)
(2)
463,661
Research and development
113,772
(25,022)
(3)
88,750
Litigation-related and other contingencies, net
1,135,443
(1,135,443)
(4)
Acquisition-related and integration items
71,819
(71,819)
(5)
OPERATING (LOSS) INCOME
$
(824,275
)
$
1,608,261
$
783,986
INTEREST EXPENSE, NET
167,528
(11,307)
(6)
156,221
LOSS ON EXTINGUISHMENT OF DEBT
31,712
(31,712)
(7)
OTHER INCOME, NET
(17,731
)
9,579
(8)
(8,152)
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE
INCOME TAX
$
(1,005,784
)
$
1,641,701
$
635,917
INCOME TAX
(338,592
)
482,970
(9)
144,378
(LOSS) INCOME FROM CONTINUING OPERATIONS
$
(667,192
)
$
1,158,731
$
491,539
DISCONTINUED OPERATIONS, NET OF TAX
2,251
694
(10)
2,945
CONSOLIDATED NET (LOSS) INCOME
$
(664,941
)
$
1,159,425
$
494,484
Less: Net income attributable to noncontrolling interests
2,895
1,575
(11)
4,470
NET (LOSS) INCOME ATTRIBUTABLE TO ENDO
INTERNATIONAL PLC
$
(667,836
)
$
1,157,850
$
490,014
DILUTED EARNINGS PER SHARE DATA ATTRIBUTABLE TO
ENDO INTERNATIONAL PLC ORDINARY SHAREHOLDERS:
Continuing operations
$
(4.61
)
$
3.15
Discontinued operations
(0.01
)
(0.01)
DILUTED (LOSS) EARNINGS PER SHARE
$
(4.62
)
$
3.14
DILUTED WEIGHTED AVERAGE SHARES
144,604
155,902
Notes to reconciliation of our GAAP statements of operations to our adjusted
statements of operations:
1.
To exclude amortization of commercial intangible assets related to
developed technology of $186,727, a fair value step-up in inventory of
$40,089 and accruals for milestone payments to partners of $9,249. 2. To exclude certain separation benefits and other costs incurred
in connection with continued efforts to enhance the company's operations
of $20,652, amortization of intangible assets of $7,546, mesh litigation-
related defense costs of $44,442, offset by insurance recoveries of
$(22,000), a charge for an additional year of the branded prescription
drug fee in accordance with IRS regulations issued in the third quarter of
2014 of $24,972, accruals for excise tax payments of $54,300 and a
charge of $10,000 related to the non-recoverability of certain non-trade
receivables that did not relate to
our core operating activities. 3. To exclude milestone payments to partners of $25,704 and
adjustments to accruals for other costs incurred in connection with
continued efforts to enhance the company's operations of $(682). 4. To exclude the impact of net charges primarily for
mesh-related product liability. 5. To exclude acquisition and integration costs of $71,819
associated with the Paladin, Boca and other acquisitions. 6. To exclude additional non-cash interest expense related to
our 1.75% Convertible Senior Subordinated Notes. 7. To exclude the net loss on extinguishment of debt in connection
with various refinancing and note repurchase activity. 8. To exclude the net gain on sale of certain early-stage drug
discovery and development assets of $(4,000), foreign currency impact related to the
remeasurement of intercompany debt instruments of $(5,740) and other
miscellaneous expense of $161. 9. Primarily to reflect the cash tax savings from acquired tax
attributes and the tax effect of the pre-tax adjustments above at applicable tax
rates.
10.
To exclude the after-tax adjustment to the previously recorded gain on
sale of the HealthTronics business and certain other sale-related costs. 11. To exclude the impact of the portion of certain of the above
adjustments attributable to noncontrolling interests. |
Reconciliation of
Non-GAAP Measures ©2014 Endo Pharmaceuticals Inc. All rights
reserved. 22
Nine Months Ended September 30, 2013
(unaudited)
Actual
Reported
(GAAP)
Adjustments
Non-GAAP
Adjusted
REVENUES
$
2,031,961
$
$
2,031,961
COSTS AND EXPENSES:
Cost of revenues
785,630
(142,923
)
(1)
642,707
Selling, general and administrative
662,896
(113,080
)
(2)
549,816
Research and development
108,849
(19,187
)
(3)
89,662
Litigation-related and other contingencies
159,098
(159,098
)
(4)
Asset impairment charges
4,756
(4,756
)
(5)
Acquisition-related and integration items
3,876
(3,876
)
(6)
OPERATING INCOME
$
306,856
$
442,920
$
749,776
INTEREST EXPENSE, NET
129,691
(16,816
)
(7)
112,875
LOSS ON EXTINGUISHMENT OF DEBT
11,312
(11,312
)
(8)
OTHER (INCOME) EXPENSE, NET
(49,641
)
51,448
(9)
1,807
TAX
$
215,494
$
419,600
$
635,094
INCOME TAX
82,917
104,136
(10)
187,053
INCOME FROM CONTINUING OPERATIONS
$
132,577
$
315,464
$
448,041
DISCONTINUED OPERATIONS, NET OF TAX
(3,248
)
44,264
(11)
41,016
CONSOLIDATED NET INCOME
$
129,329
$
359,728
$
489,057
Less: Net income attributable to noncontrolling interests
38,758
38,758
$
90,571
$
359,728
$
450,299
DILUTED EARNINGS PER SHARE DATA ATTRIBUTABLE TO ENDO
INTERNATIONAL PLC ORDINARY SHAREHOLDERS:
Continuing operations
$
1.13
$
3.83
Discontinued operations
(0.36
)
0.02
DILUTED EARNINGS PER SHARE
$
0.77
$
3.85
DILUTED WEIGHTED AVERAGE SHARES
116,890
116,890
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME
Notes to reconciliation of our GAAP statements of operations to our adjusted
statements of operations:
1.
To exclude amortization of commercial intangible assets related to
marketed products of $135,805, certain separation benefits and other
costs incurred in connection with continued efforts to enhance the
company's operations of $1,118 and accruals for milestone payments to
partners of $6,000.
2.
To exclude certain separation benefits and other costs incurred in
connection with continued efforts to enhance the companys operations of
$70,688, amortization of customer relationships of $7,521 and mesh
litigation-related defense costs of $34,871.
3.
To exclude milestone payments to partners of $5,064 and certain
separation benefits and other costs incurred in connection with continued
efforts to enhance the companys operations of $14,123.
4.
To exclude the impact of charges primarily for mesh-related product
liability.
5.
To exclude asset impairment charges.
6.
To exclude acquisition and integration costs.
7.
To exclude additional non-cash interest expense related to our 1.75%
Convertible Senior Subordinated Notes.
8.
To exclude the unamortized debt issuance costs written off and recorded
as a loss on extinguishment of debt upon our March 2013 prepayment on
our Term Loan indebtedness as well as upon the amendment and
restatement of our existing credit facility.
9.
To exclude $(50,400) related to patent litigation settlement income and
other income of $(1,048).
10.
Primarily to reflect the cash tax savings from acquired tax attributes and
the tax effect of the pre-tax adjustments above at applicable tax rates.
11.
To exclude certain items related to the HealthTronics business, which is
reported as Discontinued operations, net of tax.
NET INCOME ATTRIBUTABLE TO ENDO INTERNATIONAL PLC
|
Reconciliation of
Non-GAAP Measures ©2014 Endo Pharmaceuticals Inc. All rights
reserved. 23
For an explanation of Endos reasons for using non-GAAP measures, see Endos
Current Report on Form 8-K filed today with the Securities and Exchange
Commission Reconciliation of Projected GAAP Diluted Earnings Per Share to Adjusted
Diluted Earnings Per Share Guidance for the Year Ending December 31, 2014
Lower End of Range
Upper End of Range
Projected GAAP diluted income per common share
($3.95)
($3.80)
Upfront and milestone-related payments to partners
$0.22
$0.22
Amortization of commercial intangible assets and fair value inventory step-up
$1.89
$1.89
$1.35
$1.35
Basic to Diluted weighted average share count effect
$0.24
$0.24
Charges for Litigation and other legal matters
$7.48
$7.48
Interest expense adjustment for non-cash interest related to our 1.75% Convertible
Senior Subordinated Notes and other treasury items
$0.08
$0.08
Tax effect of pre-tax adjustments at the applicable tax rates and certain
other expected cash tax savings as a result of recent acquisitions
($3.21)
($3.21)
Diluted adjusted income per common share guidance
$4.10
$4.25
The company's guidance is being issued based on certain assumptions including:
Certain of the above amounts are based on estimates and there can be no assurance that Endo
will achieve these results
Includes all completed business development transactions as of November 5, 2014
Acquisition Related, Integration and Restructuring Charges |
©2014 Endo Pharmaceuticals Inc. All rights reserved.
Endo International plc
Q3 2014 Earnings Report
November 5, 2014 |