------------------ | ------------------ | --------------- |
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) |
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)) |
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). | |
Emerging Growth Company |
Date: May 6, 2020 | ALEXION PHARMACEUTICALS, INC. |
By: /s/ Doug Barry | |
Name: Doug Barry | |
Title: Vice President, Corporate Law | |
• | 1Q20 total revenues of $1,444.8 million, a 27 percent increase over 1Q19 |
• | 1Q20 GAAP diluted EPS of $2.50; non-GAAP diluted EPS of $3.22 |
• | Received positive CHMP opinion for ULTOMIRIS® (ravulizumab) in atypical hemolytic uremic syndrome (aHUS) in the EU |
• | Advanced ULTOMIRIS as standard of care in PNH with more than 67% patient conversion from SOLIRIS® (eculizumab) in U.S., Germany and Japan |
• | Further diversified development-stage and commercial-stage portfolios with close of Achillion acquisition and announced agreement to acquire Portola |
• | Provided update on COVID-19 related activities and impact |
• | Net product sales were $1,444.6 million in the first quarter of 2020, compared to $1,140.2 million in the first quarter of 2019. |
• | SOLIRIS net product sales were $1,022.9 million, compared to $962.0 million in the first quarter of 2019, representing a 6 percent increase. |
• | ULTOMIRIS net product sales were $222.8 million, compared to $24.6 million in the first quarter of 2019. |
• | STRENSIQ net product sales were $172.2 million, compared to $130.1 million in the first quarter of 2019, representing a 32 percent increase. |
• | KANUMA net product sales were $26.7 million, compared to $23.5 million in the first quarter of 2019, representing a 14 percent increase. |
• | GAAP cost of sales was $111.7 million, compared to $85.8 million in the first quarter of 2019. Non-GAAP cost of sales was $108.6 million, compared to $82.1 million in the first quarter of 2019. |
• | GAAP R&D expense was $200.9 million, compared to $195.9 million in the first quarter of 2019. Non-GAAP R&D expense was $185.7 million, compared to $159.4 million in the first quarter of 2019. |
• | GAAP SG&A expense was $319.9 million, compared to $281.5 million in the first quarter of 2019. Non-GAAP SG&A expense was $259.1 million, compared to $243.7 million in the first quarter of 2019. |
• | GAAP income tax expense was $106.0 million, compared to income tax benefit of $46.1 million in the first quarter of 2019. GAAP income tax benefit in the first quarter of 2019 includes deferred tax benefits of $95.7 million and $30.3 million associated with a tax election related to intellectual property and release of an existing valuation allowance, respectively. Non-GAAP income tax expense was $141.2 million, compared to $100.9 million in the first quarter of 2019. |
• | GAAP diluted EPS was $2.50, compared to $2.61 in the first quarter of 2019. GAAP diluted EPS for the first quarter of 2019 includes deferred tax benefits of $95.7 million and $30.3 million associated with a tax election related to intellectual property and release of an existing valuation allowance, respectively. Non-GAAP diluted EPS was $3.22, compared to $2.39 in the first quarter of 2019. |
• | Clinical Trials: We are committed to continuing our clinical trials with as little interruption as possible, while also being sensitive to the local dynamics and pressures in many countries and locations where these trials are being conducted. While the COVID-19 impact varies by study and program, generally, we expect there will be little timing impact on fully-enrolled trials and a timing shift of at least three months on trials that are enrolling patients and activating sites, or have not yet started to do so. In addition, all healthy volunteer studies have been temporarily paused. |
• | Business Impact: We have taken proactive measures designed to mitigate the risk of potential interruptions in supply and/or access to patients' customary site-of-care locations. There has been emerging evidence of accelerated conversion from SOLIRIS to ULTOMIRIS, potentially driven by its decreased burden on the healthcare system. We have also seen initial signs of slowing new |
• | COVID-19 Development Program: We are exploring the potential role of ULTOMIRIS and SOLIRIS for the treatment of severe COVID-19 and have recently initiated a Phase 3 randomized controlled trial of ULTOMIRIS in a subset of adults with COVID-19. We have also donated supply of SOLIRIS for compassionate use and expanded access programs. |
• | Financial Guidance: We have updated our financial guidance to reflect these dynamics and assume a gradual re-opening of healthcare system access starting in July. |
• | SOLIRIS - Neuromyelitis Optica Spectrum Disorder (NMOSD): Alexion plans to initiate a Phase 2/3 study in children and adolescents with NMOSD in mid-2020. |
• | SOLIRIS - Generalized Myasthenia Gravis (gMG): A Phase 3 study of SOLIRIS in children and adolescents with gMG is underway. |
• | ULTOMIRIS - Severe COVID-19: In April 2020, Alexion announced U.S. Food and Drug Administration (FDA) acceptance of an investigational new drug application for ULTOMIRIS in severe COVID-19 and initiated a Phase 3 randomized controlled trial in adults with COVID-19 who are hospitalized with severe pneumonia or acute respiratory distress syndrome. |
• | ULTOMIRIS - Paroxysmal Nocturnal Hemoglobinuria (PNH): A Phase 3 study of ULTOMIRIS in children and adolescents with PNH is underway. |
• | ULTOMIRIS - Atypical Hemolytic Uremic Syndrome (aHUS): In April 2020, Alexion announced a positive opinion for ULTOMIRIS in aHUS from the European Medicines Agency Committee for Medicinal Products for Human Use. An application for approval of ULTOMIRIS for aHUS is also under review in Japan. A Phase 3 study of ULTOMIRIS in children and adolescents with aHUS is underway. |
• | ULTOMIRIS - 100mg/mL: Applications for approval of ULTOMIRIS 100mg/mL formulation are under review in the EU and U.S. The FDA has set a Prescription Drug User Fee Act target action date of October 11, 2020. This higher concentration formulation is designed to reduce infusion time by more than 50 percent to approximately 45 minutes. Alexion plans to file for regulatory approval of this formulation in Japan in mid-2020. |
• | ULTOMIRIS - Subcutaneous: Enrollment is complete in a single, PK-based Phase 3 study of ULTOMIRIS delivered subcutaneously once per week to support registration in PNH and aHUS. Data are expected in the first half of 2020. |
• | ULTOMIRIS - gMG: A Phase 3 study of ULTOMIRIS in adults with gMG is underway. |
• | ULTOMIRIS - NMOSD: A Phase 3 study of ULTOMIRIS in NMOSD is underway. |
• | ULTOMIRIS - Amyotrophic Lateral Sclerosis (ALS): In March 2020, Alexion began dosing patients in a Phase 3 study of ULTOMIRIS in ALS. |
• | ULTOMIRIS - Hematopoietic Stem Cell Transplant-Associated Thrombotic Microangiopathy (HSCT-TMA): Alexion plans to initiate limited dose-ranging studies in the second half of 2020, followed by Phase 3 trials in 2021, pending regulatory feedback. |
• | ULTOMIRIS - Complement Mediated Thrombotic Microangiopathy (CM-TMA): Alexion plans to initiate a Phase 3 study of ULTOMIRIS in CM-TMA in the second half of 2020, pending regulatory feedback. |
• | ULTOMIRIS - Renal Diseases: Alexion plans to initiate a proof-of-concept trial of ULTOMIRIS in patients with various renal diseases in 2020. |
• | ALXN1840 (WTX101) - Wilson Disease: Enrollment is complete in a Phase 3 study of ALXN1840 in Wilson disease. Study results are expected in the first half of 2021. |
• | CAEL-101 - Caelum Biosciences: Alexion is collaborating with Caelum Biosciences to develop CAEL-101 for light chain (AL) amyloidosis. A pivotal Phase 2/3 program will investigate CAEL-101 as an add-on to current standard-of-care therapy. In March 2020, the companies began dosing patients in the Phase 2 dose selection portion of the program; the Phase 3 portion of the program is planned to begin later in 2020, pending dose selection. |
• | AG10 - Eidos: Alexion holds an exclusive license to develop and commercialize AG10 in Japan. Eidos is currently evaluating AG10 in a Phase 3 study in the U.S. and Europe for ATTR cardiomyopathy (ATTR-CM) and plans to begin a Phase 3 study in ATTR polyneuropathy (ATTR-PN) in 2020. Alexion plans to expand the AG10 program into Japan in 2020, pending regulatory feedback. |
• | ALXN1830 (SYNT001): Due to COVID-19, Alexion has temporarily paused the Phase 2 study of ALXN1830, administered intravenously, in warm autoimmune hemolytic anemia (WAIHA), as well as the Phase 1 study of a subcutaneous formulation of ALXN1830 in healthy volunteers. These trials and the planned Phase 2 study of subcutaneous ALXN1830 in gMG are anticipated to begin in 2021. |
• | ALXN2040 (Danicopan/ACH-4471) - PNH with Extravascular Hemolysis (EVH): Alexion plans to initiate a Phase 3 study of ALXN2040 as an add-on therapy for PNH patients with EVH by the end of 2020. |
• | ALXN2040 - C3 Glomerulopathy (C3G): Phase 2 studies of ALXN2040 in C3G is underway. Interim data are expected in the second quarter of 2020. |
• | ALXN2050 (ACH-5228) - PNH: A Phase 2 to study of ALXN2050 in PNH is underway. |
• | ABY-039 - Affibody AB: In February 2020, Alexion terminated its agreement to co-develop ABY-039 with Affibody based on data from a Phase I study. |
• | ALXN1720: Seven of nine cohorts are complete in a Phase 1 healthy volunteer study of ALXN1720, a novel anti-C5 albumin-binding bi-specific mini-body that binds and prevents activation of human C5. Due to COVID-19, the study is temporarily paused. |
Previous | Updated | |
Total revenues | $5,500 to $5,560 million | $5,230 to $5,330 million |
SOLIRIS/ULTOMIRIS revenues | $4,755 to $4,800 million | $4,495 to $4,570 million |
Metabolic revenues | $745 to $760 million | $735 to $760 million |
R&D (% total revenues) | ||
GAAP | 19.0% to 22.5% | 17.5% to 18.6% |
Non-GAAP | 17.5% to 18.5% | 16.0% to 17.0% |
SG&A (% total revenues) | ||
GAAP | 22.7% to 24.0% | 22.2% to 23.5% |
Non-GAAP | 19.5% to 20.5% | 18.5% to 19.5% |
Operating margin | ||
GAAP | 39.3% to 43.5% | 42.4% to 43.8% |
Non-GAAP | 53.5% to 54.5% | 55.0% to 56.0% |
Earnings per share | ||
GAAP | $7.91 to $8.71 | $8.14 to $8.47 |
Non-GAAP | $10.65 to $10.85 | $10.45 to $10.75 |
Three months ended | |||||||
March 31, | |||||||
2020 | 2019 | ||||||
Net product sales | $ | 1,444.6 | $ | 1,140.2 | |||
Other revenue | 0.2 | 0.2 | |||||
Total revenues | 1,444.8 | 1,140.4 | |||||
Costs and expenses: | |||||||
Cost of sales (exclusive of amortization of purchased intangible assets) | 111.7 | 85.8 | |||||
Research and development | 200.9 | 195.9 | |||||
Selling, general and administrative | 319.9 | 281.5 | |||||
Amortization of purchased intangible assets | 73.7 | 80.0 | |||||
Change in fair value of contingent consideration | 5.8 | (28.7 | ) | ||||
Acquisition-related costs | 38.1 | — | |||||
Restructuring expenses | (0.8 | ) | 9.1 | ||||
Total costs and expenses | 749.3 | 623.6 | |||||
Operating income | 695.5 | 516.8 | |||||
Other income and expense: | |||||||
Investment (expense) income | (5.2 | ) | 42.5 | ||||
Interest expense | (25.8 | ) | (19.9 | ) | |||
Other income and (expense) | (0.9 | ) | 2.4 | ||||
Income before income taxes | 663.6 | 541.8 | |||||
Income tax expense (benefit) | 106.0 | (46.1 | ) | ||||
Net income | $ | 557.6 | $ | 587.9 | |||
Earnings per common share | |||||||
Basic | $ | 2.52 | $ | 2.63 | |||
Diluted | $ | 2.50 | $ | 2.61 | |||
Shares used in computing earnings per common share | |||||||
Basic | 221.6 | 223.8 | |||||
Diluted | 222.6 | 225.5 |
Three months ended | |||||||
March 31, | |||||||
2020 | 2019 | ||||||
GAAP net income | $ | 557.6 | $ | 587.9 | |||
Before tax adjustments: | |||||||
Cost of sales: | |||||||
Share-based compensation | 3.1 | 3.7 | |||||
Research and development expense: | |||||||
Share-based compensation | 15.2 | 15.3 | |||||
Upfront payments related to licenses and other strategic agreements (1) | — | 21.2 | |||||
Selling, general and administrative expense: | |||||||
Share-based compensation | 39.3 | 37.7 | |||||
Litigation charges (2) | 21.5 | 0.1 | |||||
Amortization of purchased intangible assets | 73.7 | 80.0 | |||||
Change in fair value of contingent consideration (3) | 5.8 | (28.7 | ) | ||||
Acquisition-related costs (4) | 38.1 | — | |||||
Restructuring expenses | (0.8 | ) | 9.1 | ||||
Investment income (expense): | |||||||
(Gains) and losses related to strategic equity investments (5) | 9.2 | (33.8 | ) | ||||
Adjustments to income tax expense (6) | (35.2 | ) | (147.0 | ) | |||
Non-GAAP net income | $ | 727.5 | $ | 545.5 | |||
GAAP earnings per common share - diluted | $ | 2.50 | $ | 2.61 | |||
Non-GAAP earnings per common share - diluted | $ | 3.22 | $ | 2.39 | |||
Shares used in computing diluted earnings per common share (GAAP) | 222.6 | 225.5 | |||||
Shares used in computing diluted earnings per common share (non-GAAP) | 226.0 | 228.1 |
Twelve months ending | ||||||||
December 31, 2020 | ||||||||
Low | High | |||||||
GAAP net income | $ | 1,803 | $ | 1,875 | ||||
Before tax adjustments: | ||||||||
Share-based compensation | 285 | 272 | ||||||
Amortization of purchased intangible assets | 295 | 295 | ||||||
Acquisition-related costs | 39 | 39 | ||||||
Change in fair value of contingent consideration | 21 | 21 | ||||||
Restructuring expenses | (1 | ) | (1 | ) | ||||
Gains and losses related to strategic equity investments | 9 | 9 | ||||||
Litigation charges | 22 | 22 | ||||||
Adjustments to income tax expense | (122 | ) | (113 | ) | ||||
Non-GAAP net income | $ | 2,351 | $ | 2,419 | ||||
Diluted GAAP earnings per common share | $ | 8.14 | $ | 8.47 | ||||
Diluted non-GAAP earnings per common share | $ | 10.45 | $ | 10.75 |
Costs and expenses and margin (% total revenues) | ||||||
GAAP research and development expense | 18.6 | % | 17.5 | % | ||
Share-based compensation | 1.6 | % | 1.5 | % | ||
Non-GAAP research and development expense | 17.0 | % | 16.0 | % | ||
GAAP selling, general and administrative expense | 23.5 | % | 22.2 | % | ||
Share-based compensation | 3.5 | % | 3.3 | % | ||
Litigation charges | 0.4 | % | 0.4 | % | ||
Non-GAAP selling, general and administrative expense | 19.5 | % | 18.5 | % | ||
GAAP operating margin | 42.4 | % | 43.8 | % | ||
Share-based compensation | 5.4 | % | 5.1 | % | ||
Litigation charges | 0.4 | % | 0.4 | % | ||
Amortization of purchased intangible assets | 5.6 | % | 5.5 | % | ||
Acquisition-related costs | 0.7 | % | 0.7 | % | ||
Change in fair value of contingent consideration | 0.4 | % | 0.4 | % | ||
Restructuring expenses | 0.0 | % | 0.0 | % | ||
Non-GAAP operating margin | 55.0 | % | 56.0 | % | ||
Income tax expense (% of income before income taxes) | ||||||
GAAP income tax expense | 16.0 | % | 15.0 | % | ||
Tax effect of pre-tax adjustments to GAAP net income | 0.5 | % | 0.5 | % | ||
Non-GAAP income tax expense | 16.5 | % | 15.5 | % |
Three months ended | ||||||||
March 31, | ||||||||
2020 | 2019 | |||||||
SOLIRIS | ||||||||
United States | $ | 556.2 | $ | 463.7 | ||||
Europe | 263.5 | 264.5 | ||||||
Asia Pacific | 87.1 | 100.9 | ||||||
Rest of World | 116.1 | 132.9 | ||||||
Total SOLIRIS | $ | 1,022.9 | $ | 962.0 | ||||
ULTOMIRIS | ||||||||
United States | $ | 131.5 | $ | 24.6 | ||||
Europe | 33.8 | — | ||||||
Asia Pacific | 57.1 | — | ||||||
Rest of World | 0.4 | — | ||||||
Total ULTOMIRIS | $ | 222.8 | $ | 24.6 | ||||
STRENSIQ | ||||||||
United States | $ | 128.1 | $ | 99.5 | ||||
Europe | 24.0 | 17.5 | ||||||
Asia Pacific | 13.6 | 9.9 | ||||||
Rest of World | 6.5 | 3.2 | ||||||
Total STRENSIQ | $ | 172.2 | $ | 130.1 | ||||
KANUMA | ||||||||
United States | $ | 16.4 | $ | 13.8 | ||||
Europe | 7.5 | 6.3 | ||||||
Asia Pacific | 0.9 | 0.8 | ||||||
Rest of World | 1.9 | 2.6 | ||||||
Total KANUMA | $ | 26.7 | $ | 23.5 | ||||
Net Product Sales | ||||||||
United States | $ | 832.2 | $ | 601.6 | ||||
Europe | 328.8 | 288.3 | ||||||
Asia Pacific | 158.7 | 111.6 | ||||||
Rest of World | 124.9 | 138.7 | ||||||
Total Net Product Sales | $ | 1,444.6 | $ | 1,140.2 |
March 31, | December 31, | ||||||
2020 | 2019 | ||||||
Cash and cash equivalents | $ | 2,315.0 | $ | 2,685.5 | |||
Marketable securities | 47.8 | 64.0 | |||||
Trade accounts receivable, net | 1,345.2 | 1,243.2 | |||||
Inventories | 586.8 | 627.6 | |||||
Prepaid expenses and other current assets | 575.4 | 456.1 | |||||
Property, plant and equipment, net | 1,159.9 | 1,163.3 | |||||
Intangible assets, net | 4,187.6 | 3,344.3 | |||||
Goodwill | 5,072.1 | 5,037.4 | |||||
Right of use operating assets | 203.2 | 204.0 | |||||
Deferred tax assets | 2,223.5 | 2,290.2 | |||||
Other assets | 432.0 | 429.0 | |||||
Total assets | $ | 18,148.5 | $ | 17,544.6 | |||
Accounts payable and accrued expenses | $ | 862.8 | $ | 966.7 | |||
Current portion of long-term debt | 126.7 | 126.7 | |||||
Other current liabilities | 130.4 | 100.9 | |||||
Long-term debt, less current portion | 2,343.3 | 2,375.0 | |||||
Contingent consideration | 358.9 | 192.4 | |||||
Deferred tax liabilities | 2,113.3 | 2,081.4 | |||||
Noncurrent operating lease liabilities | 162.8 | 164.1 | |||||
Other liabilities | 302.5 | 265.6 | |||||
Total liabilities | 6,400.7 | 6,272.8 | |||||
Total stockholders' equity | 11,747.8 | 11,271.8 | |||||
Total liabilities and stockholders' equity | $ | 18,148.5 | $ | 17,544.6 |
Three months ended March 31, | |||||||
2020 | 2019 | ||||||
Cash flows from operating activities: | |||||||
Net income | $ | 557.6 | $ | 587.9 | |||
Adjustments to reconcile net income to net cash flows from operating activities: | |||||||
Depreciation and amortization | 89.3 | 97.2 | |||||
Change in fair value of contingent consideration | 5.8 | (28.7 | ) | ||||
Share-based compensation expense | 57.6 | 56.7 | |||||
Deferred taxes (benefit) | 49.0 | (81.1 | ) | ||||
Unrealized foreign currency loss | 7.1 | 1.9 | |||||
Unrealized (gain) loss on forward contracts | (15.0 | ) | 5.5 | ||||
Unrealized loss (gain) on strategic equity investments | 9.2 | (33.8 | ) | ||||
Other | 13.7 | (2.4 | ) | ||||
Changes in operating assets and liabilities, excluding the effect of acquisitions: | |||||||
Accounts receivable | (120.9 | ) | (95.3 | ) | |||
Inventories | 37.3 | (11.2 | ) | ||||
Prepaid expenses, right of use operating assets and other assets | (72.9 | ) | (58.6 | ) | |||
Accounts payable, accrued expenses, lease liabilities and other liabilities | (68.2 | ) | (8.2 | ) | |||
Net cash provided by operating activities | 549.6 | 429.9 | |||||
Cash flows from investing activities: | |||||||
Purchases of available-for-sale debt securities | (19.4 | ) | — | ||||
Proceeds from maturity or sale of available-for-sale debt securities | 141.4 | 92.6 | |||||
Purchases of mutual funds related to nonqualified deferred compensation plan | (6.9 | ) | (5.8 | ) | |||
Proceeds from sale of mutual funds related to nonqualified deferred compensation plan | 3.3 | 3.7 | |||||
Purchases of property, plant and equipment | (12.2 | ) | (36.0 | ) | |||
Payment for acquisition of business, net of cash acquired | (837.7 | ) | — | ||||
Purchases of strategic equity investments and options | (34.5 | ) | (43.8 | ) | |||
Purchase of intangible assets | — | (8.0 | ) | ||||
Other | — | 0.2 | |||||
Net cash (used in) provided by investing activities | (766.0 | ) | 2.9 | ||||
Cash flows from financing activities: | |||||||
Payments on term loan | (32.6 | ) | — | ||||
Payments on revolving credit facility | — | (250.0 | ) | ||||
Repurchases of common stock | (107.1 | ) | (11.3 | ) | |||
Net proceeds from issuance of common stock under share-based compensation arrangements | 2.8 | 10.2 | |||||
Other | (1.3 | ) | (1.3 | ) | |||
Net cash used in financing activities | (138.2 | ) | (252.4 | ) | |||
Effect of exchange rate changes on cash and cash equivalents and restricted cash | (13.2 | ) | (1.4 | ) | |||
Net change in cash and cash equivalents and restricted cash | (367.8 | ) | 179.0 | ||||
Cash and cash equivalents and restricted cash at beginning of period | 2,723.6 | 1,367.3 | |||||
Cash and cash equivalents and restricted cash at end of period | $ | 2,355.8 | $ | 1,546.3 |