alks_Current Folio_8-K

Table of Contents

 

   

   

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 2, 2016

ALKERMES PUBLIC LIMITED COMPANY

(Exact name of registrant as specified in its charter)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ireland

 

001-35299

 

98-1007018

(State or other jurisdiction

 

(Commission

 

(IRS Employer

of incorporation)

 

File Number)

 

Identification No.)

 

 

 

 

 

 

Connaught House, 1 Burlington Road

 

 

Dublin 4, Ireland

 

 

(Address of principal executive offices)

 

(Zip Code)

 

(Registrant's telephone number, including area code): + 353-1-772-8000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

 

 

 

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

 

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

 

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

 

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

 

 

 

 

 


 

Table of Contents

 

TABLE OF CONTENTS

 

 

Item 2.02 Results of Operations and Financial Condition

Item 9.01 Financial Statements and Exhibits

SIGNATURE 

EXHIBIT INDEX

Ex-99.1 Press release issued by Alkermes plc dated November  2, 2016 announcing financial results for the three and nine months ended September 30, 2016.

 

 

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Item 2.02 Results of Operations and Financial Condition 

 

     On November 2, 2016, Alkermes plc announced financial results for the three and nine months ended September 30, 2016. A copy of the press release is attached hereto as Exhibit 99.1. This information, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

 

 

 

Item 9.01 Financial Statements and Exhibits 

 

(d) Exhibits

 

 

 

   

   

   

Exhibit

   

   

No.

   

Description

99.1

   

Press release issued by Alkermes plc dated November 2, 2016 announcing financial results for the three and nine months ended September 30, 2016.

 

   

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Table of Contents

 

 

SIGNATURE

     

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

 

 

 

 

   

   

   

 

 

 

   

   

ALKERMES PLC

   

   

Date: November 2, 2016

By:  

/s/ James M. Frates  

   

   

   

James M. Frates 

   

   

   

Senior Vice President and Chief Financial Officer (Principal Financial Officer) 

   

   

 

 

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Table of Contents

 

 

EXHIBIT INDEX

 

 

 

   

   

   

Exhibit

   

   

No.

   

Description

99.1

   

Press release issued by Alkermes plc dated November  2, 2016 announcing financial results for the three and nine months ended September 30, 2016.

 

 

5


Ex_99-1

Exhibit 99.1

 

 

Alkermes Contacts:

 

 

For Investors:

 Sandy Coombs +1 781 609 6377

 

 

Eva Stroynowski +1 781 609 6823

 

For Media: 

Jennifer Snyder +1 781 609 6166

 

 

 

 

ALKERMES PLC REPORTS THIRD QUARTER 2016 FINANCIAL RESULTS

 

—  Third Quarter Revenues Increased 18% Year-Over-Year to $180.2 Million;

GAAP Loss per Share of $0.41 and Non-GAAP Loss per Share of $0.09 

—  VIVITROL® Net Sales Grew 47% Year-Over-Year to $55.8 Million 

—  ARISTADA® Launch Progressing; Revenues Grow In Line With Expectations —

 

DUBLIN, Ireland, Nov, 2, 2016  Alkermes plc (NASDAQ: ALKS) today reported financial results for the third quarter of 2016.

 

“Our third quarter results demonstrate the value of our highly-diversified commercial portfolio, and were driven by the strong growth of our proprietary products, VIVITROL® and ARISTADA®,” commented James Frates, Chief Financial Officer of Alkermes. “As we approach year-end, we remain well-positioned to execute on our business strategy and are reiterating our 2016 financial expectations provided in July.”

 

“We are at an unprecedented place in Alkermes’ evolution, with two proprietary products growing in their markets, ALKS 5461 advancing at full speed, and two additional late-stage candidates well into their pivotal programs,” stated Richard Pops, Chief Executive Officer of Alkermes. “VIVITROL for opioid and alcohol dependence and ARISTADA for schizophrenia are important, distinctive medicines in their disease areas and are the foundation of our future growth. With the positive results of FORWARD-5 for ALKS 5461 for major depressive disorder in hand, Alkermes’ next potential growth driver is coming more clearly into focus.”

 

Quarter Ended Sept.  30, 2016 Highlights

 

Total revenues for the quarter were $180.2 million. This compared to $152.7 million for the same period in the prior year.

Net loss according to generally accepted accounting principles in the U.S. (GAAP) was $62.7 million, or a basic and diluted GAAP loss per share of $0.41, for the quarter, which reflected increased investment in the company’s advancing late-stage pipeline and commercial infrastructure. This compared to GAAP net loss of $81.0 million, or a basic and diluted GAAP loss per share of $0.54, for the same period in the prior year.

Non-GAAP net loss was $14.1 million, or a non-GAAP basic and diluted loss per share of $0.09, for the quarter. This compared to non-GAAP net loss of $28.8 million, or a non-GAAP basic and diluted loss per share of $0.19, for the same period in the prior year.

 

Quarter Ended Sept. 30, 2016 Financial Results

 

Revenues

Net sales of VIVITROL were $55.8 million, compared to $37.9 million for the same period in the prior year, representing an increase of approximately 47%.

Net sales of ARISTADA were $14.0 million, up from $10.3 million in the second quarter of 2016.

Manufacturing revenues from RISPERDAL CONSTA® (risperidone) and royalty revenues from RISPERDAL CONSTA, INVEGA SUSTENNA®/XEPLION® (paliperidone palmitate) and INVEGA TRINZA®/TREVICTA® (paliperidone palmitate) were $73.3 million, compared to $67.6 million for the same period in the prior year.

Manufacturing and royalty revenues from AMPYRA®/FAMPYRA®1 were $12.9 million, compared to $22.1 million for the same period in the prior year, primarily due to the timing of manufacturing shipments.

Royalty revenue from BYDUREON® was $11.6 million, compared to $13.0 million for the same period in the prior year.

 


 

Costs and Expenses

Operating expenses were $241.4 million, reflecting increased investment in the company’s development pipeline,  the continued launch of ARISTADA and growth of VIVITROL. Operating expenses for the quarter ended Sept. 30, 2015 were $230.1 million.

 

Balance Sheet

At Sept. 30, 2016, Alkermes had cash and total investments of $624.6 million, compared to $798.8 million at Dec. 31, 2015. On Sept. 26, 2016 the company retired $60 million of maturing debt. In October 2016, the company extended the maturity date of the approximately $286 million outstanding term loan by two years to Sept. 25, 2021.

 

Financial Expectations

 

Alkermes reiterates its Financial Expectations for 2016 set forth in its press release dated July 28, 2016.

 

Conference Call

 

Alkermes will host a conference call at 8:30 a.m. ET (12:30 p.m. GMT) on Wednesday, Nov. 2, 2016, to discuss these financial results and provide an update on the company. The conference call may be accessed by dialing +1 888 424 8151 for U.S. callers and +1 847 585 4422 for international callers. The conference call ID number is 6037988. In addition, a replay of the conference call will be available from 11:00 a.m. ET (3:00 p.m. GMT) on Wednesday, Nov. 2, 2016, through 5:00 p.m. ET (10:00 p.m. GMT) on Wednesday, Nov. 9, 2016, and may be accessed by visiting Alkermes’ website or by dialing +1 888 843 7419 for U.S. callers and +1 630 652 3042 for international callers. The replay access code is 6037988. 

 

About Alkermes

 

Alkermes plc is a fully integrated, global biopharmaceutical company developing innovative medicines for the treatment of central nervous system (CNS) diseases. The company has a diversified commercial product portfolio and a substantial clinical pipeline of product candidates for chronic diseases that include schizophrenia, depression, addiction and multiple sclerosis. Headquartered in Dublin, Ireland, Alkermes plc has an R&D center in Waltham, Massachusetts; a research and manufacturing facility in Athlone, Ireland; and a manufacturing facility in Wilmington, Ohio. For more information, please visit Alkermes’ website at www.alkermes.com.

 

Non-GAAP Financial Measures

 

This press release includes information about certain financial measures that are not prepared in accordance with generally accepted accounting principles in the U.S. (GAAP), including non-GAAP net income (loss) and non-GAAP diluted earnings (loss) per share. These non-GAAP measures are not based on any standardized methodology prescribed by GAAP and are not necessarily comparable to similar measures presented by other companies.

 

Non-GAAP net loss in the three and nine months ended Sept. 30, 2016 adjusts for one-time and non-cash charges by excluding from GAAP results: share-based compensation expense; amortization; depreciation; non-cash net interest expense; certain other one-time or non-cash items; and the income tax effect of these reconciling items. 

 

The company’s management and Board of Directors utilize these non-GAAP financial measures to evaluate the company’s performance. The company provides these non-GAAP measures of the company’s performance to investors because management believes that these non-GAAP financial measures, when viewed with the company’s results under GAAP and the accompanying reconciliations, better indicate underlying trends in ongoing operations. However, non-GAAP net income (loss) and non-GAAP diluted earnings (loss) per share are not measures of financial performance under GAAP and, accordingly, should not be considered as alternatives to GAAP measures as indicators of operating performance. Further, non-GAAP net income (loss) and non-GAAP diluted earnings (loss) per share should not be considered measures of our liquidity.

 

A reconciliation of GAAP to non-GAAP financial measures has been provided in the tables included in this press release.

 

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Note Regarding Forward-Looking Statements

 

Certain statements set forth in this press release constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, including, but not limited to, statements concerning: future financial and operating performance, business plans or prospects; the likelihood of revenue growth from the company’s marketed products; the therapeutic and commercial value of the company’s marketed and development products; and expectations concerning the timing and results of clinical development activities and regulatory authority interactions. The company cautions that forward-looking statements are inherently uncertain. Although the company believes that such statements are based on reasonable assumptions within the bounds of its knowledge of its business and operations, the forward-looking statements are neither promises nor guarantees and they are necessarily subject to a high degree of uncertainty and risk. Actual performance and results may differ materially from those expressed or implied in the forward-looking statements due to various risks and uncertainties. These risks and uncertainties include, among others: the unfavorable outcome of litigation, including so-called “Paragraph IV” litigation and other patent litigation, related to any of our products; data from clinical trials may be interpreted by the U.S. Food and Drug Administration (“FDA”) in different ways than we interpret it; the FDA may not agree with our regulatory approval strategies or components of our filings, such as clinical trial designs; clinical development activities may not be completed on time or at all; the results of such clinical development activities may not be positive, or predictive of real-world results or of results in subsequent clinical trials; regulatory submissions may not occur or be submitted in a timely manner; the company, and its partners, may not be able to continue to successfully commercialize its products; there may be a reduction in payment rate or reimbursement for the company’s products or an increase in the company’s financial obligations to governmental payers; the company’s products may prove difficult to manufacture, be precluded from commercialization by the proprietary rights of third parties, or have unintended side effects, adverse reactions or incidents of misuse; and those risks and uncertainties described under the heading “Risk Factors” in the company’s Annual Report on Form 10-K for the fiscal year ended Dec. 31, 2015, and in any other subsequent filings made by the company with the U.S. Securities and Exchange Commission (SEC) and which are available on the SEC’s website at www.sec.gov.  Existing and prospective investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date they are made. The information contained in this press release is provided by the company as of the date hereof, and, except as required by law, the company disclaims any intention or responsibility for updating or revising any forward-looking information contained in this press release.

 

VIVITROL® is a registered trademark of Alkermes, Inc.; ARISTADA® is a registered trademark of Alkermes Pharma Ireland Limited; RISPERDAL CONSTA®, INVEGA SUSTENNA®, XEPLION®, INVEGA TRINZA® and TREVICTA® are registered trademarks of Johnson & Johnson and its affiliates; AMPYRA® and FAMPYRA® are registered trademarks of Acorda Therapeutics, Inc.; BYDUREON® is a registered trademark of Amylin Pharmaceuticals, LLC.

 

1AMPYRA® (dalfampridine) Extended Release Tablets, 10 mg is developed and marketed in the U.S. by Acorda Therapeutics, Inc. and outside the U.S. by Biogen Idec, under a licensing agreement with Acorda Therapeutics, as FAMPYRA® (prolonged-release fampridine tablets).

 (tables follow)

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Alkermes plc and Subsidiaries

Selected Financial Information (Unaudited)

 

 

 

 

 

 

    

Three Months

    

Three Months

 

 

Ended

 

Ended

Condensed Consolidated Statements of Operations - GAAP

 

September 30, 

 

September 30, 

(In thousands, except per share data)

 

2016

 

2015

Revenues:

 

 

 

 

 Manufacturing and royalty revenues

$

110,250

$

114,072

 Product sales, net

 

69,802

 

37,903

 Research and development revenues

 

189

 

678

   Total Revenues

 

180,241

 

152,653

Expenses:

 

 

 

 

 Cost of goods manufactured and sold

 

35,456

 

33,806

 Research and development

 

99,444

 

92,558

 Selling, general and administrative

 

91,145

 

89,497

 Amortization of acquired intangible assets

 

15,323

 

14,207

   Total Expenses

 

241,368

 

230,068

Operating Loss

 

(61,127)

 

(77,415)

Other Expense, net:

 

 

 

 

 Interest income

 

912

 

865

 Interest expense

 

(3,375)

 

(3,325)

 Gain on Gainesville Transaction

 

 —

 

26

 Change in the fair value of contingent consideration

 

(1,000)

 

1,200

 Other (expense) income, net

 

(752)

 

629

   Total Other Expense, net

 

(4,215)

 

(605)

Loss Before Income Taxes

 

(65,342)

 

(78,020)

Income Tax (Benefit) Provision

 

(2,655)

 

2,995

Net Loss — GAAP

$

(62,687)

$

(81,015)

 

 

 

 

 

Net Loss Per Share:

 

 

 

 

GAAP net loss per share — basic and diluted

$

(0.41)

$

(0.54)

Non-GAAP net loss per share — basic and diluted

$

(0.09)

$

(0.19)

 

 

 

 

 

Weighted Average Number of Ordinary Shares Outstanding:

 

 

 

 

  Basic and diluted — GAAP and Non-GAAP

 

151,652

 

149,512

 

 

 

 

 

An itemized reconciliation between net loss on a GAAP basis and non-GAAP net loss is as follows:

 

 

 

 

Net Loss — GAAP

$

(62,687)

$

(81,015)

  Adjustments:

 

 

 

 

Share-based compensation expense

 

23,726

 

35,267

Amortization expense

 

15,323

 

14,207

Depreciation expense

 

8,497

 

6,486

Income tax effect related to reconciling items

 

(673)

 

(2,344)

Non-cash net interest expense

 

231

 

234

Loss (gain) on warrants and equity method investments

 

521

 

(79)

Change in the fair value of contingent consideration

 

1,000

 

(1,200)

Gain on Gainesville Transaction

 

 —

 

(26)

Gain on sale of property, plant and equipment

 

 —

 

(341)

Non-GAAP Net Loss

$

(14,062)

$

(28,811)

 

 

 

 

 

Pursuant to compliance and disclosure interpretations published by the SEC in May 2016, the Company made certain changes to how it presents non-GAAP net loss. The Company no longer adjusts the deferred revenue recognized in the period and now reflects the tax effect of the reconciling items, as opposed to the non-cash taxes, as was previously the case. The Company revised its prior period presentation to reflect its current period presentation.


 

 

 

 

 

 

 

Alkermes plc and Subsidiaries

Selected Financial Information (Unaudited)

 

 

 

 

 

 

 

Nine Months

    

Nine Months

 

    

Ended

 

Ended

Condensed Consolidated Statements of Operations - GAAP

 

September 30, 

 

September 30, 

(In thousands, except per share data)

 

2016

 

2015

Revenues:

 

 

 

 

 Manufacturing and royalty revenues

$

353,444

$

355,978

 Product sales, net

 

176,695

 

106,212

 Research and development revenues

 

2,042

 

3,047

   Total Revenues

 

532,181

 

465,237

Expenses:

 

 

 

 

 Cost of goods manufactured and sold

 

97,165

 

104,198

 Research and development

 

297,523

 

250,718

 Selling, general and administrative

 

276,985

 

224,086

 Amortization of acquired intangible assets

 

45,636

 

43,479

   Total Expenses

 

717,309

 

622,481

Operating Loss

 

(185,128)

 

(157,244)

Other (Expense) Income, net:

 

 

 

 

 Interest income

 

2,917

 

2,320

 Interest expense

 

(9,993)

 

(9,928)

 Gain on the Gainesville Transaction

 

 —

 

9,937

 Change in the fair value of contingent consideration

 

3,100

 

2,700

 Other (expense) income, net

 

(970)

 

1,003

   Total Other (Expense) Income, net

 

(4,946)

 

6,032

Loss Before Income Taxes

 

(190,074)

 

(151,212)

Income Tax (Benefit) Provision

 

(2,771)

 

6,569

Net Loss — GAAP

$

(187,303)

$

(157,781)

 

 

 

 

 

Net Loss Per Share:

 

 

 

 

  GAAP loss per share — basic and diluted

$

(1.24)

$

(1.06)

Non-GAAP net loss per share — basic and diluted

$

(0.22)

$

(0.24)

 

 

 

 

 

Weighted Average Number of Ordinary Shares Outstanding:

 

 

 

 

  Basic and diluted — GAAP and Non-GAAP

 

151,261

 

148,828

 

 

 

 

 

An itemized reconciliation between net loss on a GAAP basis and non-GAAP net loss is as follows:

 

 

 

 

Net Loss — GAAP

$

(187,303)

$

(157,781)

  Adjustments:

 

 

 

 

Share-based compensation expense

 

74,613

 

74,473

Amortization expense

 

45,636

 

43,479

Depreciation expense

 

23,972

 

20,336

Income tax effect related to reconciling items

 

616

 

(2,204)

Loss (gain) on warrants and equity method investments

 

1,264

 

(1,749)

Non-cash net interest expense

 

694

 

705

Upfront license option payment to Reset Therapeutics, Inc. charged to R&D expense

 

10,000

 

 —

Change in the fair value of contingent consideration

 

(3,100)

 

(2,700)

Gain on Gainesville Transaction

 

 —

 

(9,937)

Gain on sale of property, plant and equipment

 

 —

 

(455)

Non-GAAP Net Loss

$

(33,608)

$

(35,833)

 

 

 

 

 

Pursuant to compliance and disclosure interpretations published by the SEC in May 2016, the Company made certain changes to how it presents non-GAAP net loss. The Company no longer adjusts the deferred revenue recognized in the period and now reflects the tax effect of the reconciling items, as opposed to the non-cash taxes, as was previously the case. The Company revised its prior period presentation to reflect its current period presentation.

 


 

 

 

 

 

 

 

 

 

 

Alkermes plc and Subsidiaries

 

Selected Financial Information (Unaudited)

 

 

 

 

 

 

 

Condensed Consolidated Balance Sheets

 

September 30, 

 

December 31,

 

(In thousands)

 

2016

 

2015

 

Cash, cash equivalents and total investments

$

624,605

$

798,849

 

Receivables

 

177,446

 

155,487

 

Inventory

 

54,155

 

38,411

 

Prepaid expenses and other current assets

 

26,204

 

26,286

 

Property, plant and equipment, net

 

262,181

 

254,819

 

Intangible assets, net and goodwill

 

426,423

 

472,059

 

Other assets

 

136,362

 

109,833

 

Total Assets

$

1,707,376

$

1,855,744

 

Long-term debt — current portion

$

3,000

$

65,737

 

Other current liabilities

 

187,240

 

170,470

 

Long-term debt  

 

282,576

 

284,207

 

Deferred revenue — long-term

 

7,660

 

7,975

 

Other long-term liabilities

 

17,206

 

13,080

 

Total shareholders' equity

 

1,209,694

 

1,314,275

 

Total Liabilities and Shareholders' Equity

$

1,707,376

$

1,855,744

 

 

 

 

 

 

 

Ordinary shares outstanding (in thousands)

 

151,805

 

150,701

 

 

 

 

 

 

 

This selected financial information should be read in conjunction with the consolidated financial statements and notes thereto included in Alkermes plc's Quarterly Report on Form 10-Q for the three and nine months ended September 30, 2016, which the company intends to file in November 2016.

 

 

 

 


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Alkermes plc and Subsidiaries

Non-GAAP Reconciliation from Prior to Current Presentation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pursuant to compliance and disclosure interpretations published by the SEC in May 2016, the Company made certain changes to how it presents non-GAAP net loss. The Company no longer adjusts the deferred revenue recognized in the period and now reflects the tax effect of the reconciling items, as opposed to the non-cash taxes, as was previously the case. The Company revised its prior period presentation to reflect its current period presentation. The following reconciliation shows the effect of this change in presentation of non-GAAP net income (loss) for each of the quarters in the year ended December 31, 2015, the year ended December 31, 2015 and the quarter ended March 31, 2016:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months

 

 

Three Months

 

 

Three Months

 

 

Three Months

 

 

Year

 

 

Three Months

 

 

Ended

 

 

Ended

 

 

Ended

 

 

Ended

 

 

Ended

 

 

Ended

 

 

March 31,

 

 

June 30,

 

 

September 30,

 

 

December 31,

 

 

December 31,

 

 

March 31,

 

 

2015

 

 

2015

 

 

2015

 

 

2015

 

 

2015

 

 

2016

Non-GAAP Net Income (Loss) — as previously reported

$

9,157

    

$

(13,585)

    

$

(26,174)

    

$

(22,629)

    

$

(53,231)

    

$

(24,566)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Removal of the adjustment for deferred revenue

 

328

 

 

460

 

 

384

 

 

(542)

 

 

630

 

 

442

Removal of the adjustment for non-cash taxes

 

(488)

 

 

(3,034)

 

 

(677)

 

 

2,790

 

 

(1,409)

 

 

2,863

Adjustment for the income tax effect of other non-GAAP adjustments

 

2,671

 

 

(2,531)

 

 

(2,344)

 

 

(618)

 

 

(2,822)

 

 

3,340

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-GAAP Net Income (Loss) — revised

$

11,668

 

$

(18,690)

 

$

(28,811)

 

$

(20,999)

 

$

(56,832)

 

$

(17,921)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Increase (Decrease) From Previously Reported Non-GAAP Net Income (Loss)

$

2,511

 

$

(5,105)

 

$

(2,637)

 

$

1,630

 

$

(3,601)

 

$

6,645