FORM 8-K |
REGENERON PHARMACEUTICALS, INC. | ||
(Exact Name of Registrant as Specified in Charter) | ||
New York | 000-19034 | 13-3444607 |
(State or other jurisdiction | (Commission | (IRS Employer |
of Incorporation) | File No.) | Identification No.) |
777 Old Saw Mill River Road, Tarrytown, New York 10591-6707 | ||
(Address of principal executive offices, including zip code) | ||
(914) 847-7000 | ||
(Registrant's telephone number, including area code) | ||
¨ | 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)) | |
Date: August 4, 2016 | REGENERON PHARMACEUTICALS, INC. | ||
By: | /s/ Joseph J. LaRosa | ||
Name: | Joseph J. LaRosa | ||
Title: | Senior Vice President, General Counsel and Secretary |
Number | Description |
99.1 | Press Release, dated August 4, 2016, Reporting Second Quarter 2016 Financial and Operating Results. |
• | Second quarter 2016 EYLEA® (aflibercept) Injection U.S. net sales increased 27% to $831 million versus second quarter 2015 |
• | Second quarter 2016 EYLEA global net sales(1) increased 33% to $1.32 billion versus second quarter 2015 |
• | Biologics License Application for dupilumab in atopic dermatitis submitted in the United States |
Financial Highlights | |||||||||||
($ in millions, except per share data) | Three Months Ended June 30, | ||||||||||
2016 | 2015* | % Change | |||||||||
EYLEA U.S. net product sales | $ | 831 | $ | 655 | 27 | % | |||||
Total revenues | $ | 1,213 | $ | 999 | 21 | % | |||||
GAAP net income | $ | 196 | $ | 195 | 1 | % | |||||
GAAP net income per share - diluted | $ | 1.69 | $ | 1.69 | — | % | |||||
Non-GAAP net income(2) | $ | 329 | $ | 265 | 24 | % | |||||
Non-GAAP net income per share - diluted(2) | $ | 2.82 | $ | 2.27 | 24 | % | |||||
* See Table 3 of this press release for an explanation of revisions made to 2015 non-GAAP amounts previously reported. |
• | In the second quarter of 2016, net sales of EYLEA in the United States increased 27% to $831 million from $655 million in the second quarter of 2015. Overall distributor inventory levels remained within the Company's one- to two-week targeted range. |
• | Bayer commercializes EYLEA outside the United States. In the second quarter of 2016, net sales of EYLEA outside of the United States(1) were $486 million, compared to $338 million in the second quarter of 2015. In the second quarter of 2016, Regeneron recognized $167 million from its share of net profit from EYLEA sales outside the United States, compared to $107 million in the second quarter of 2015. |
• | In the second quarter of 2016, global net sales of Praluent were $24 million. Product sales for Praluent are recorded by Sanofi, and the Company shares in any profits or losses from the commercialization of Praluent. Praluent was launched in the United States in the third quarter of 2015 and in certain countries in the European Union commencing in the fourth quarter of 2015. |
• | In the second quarter of 2016, the U.S. Food and Drug Administration (FDA) accepted for review a supplemental Biologics License Application (sBLA) for a monthly dosing regimen of Praluent, with a target action date of January 24, 2017. |
• | In July 2016, the Japanese Ministry of Health, Labour and Welfare granted marketing and manufacturing authorization for Praluent for the treatment of uncontrolled LDL cholesterol, in certain adult patients with hypercholesterolemia at high cardiovascular risk. |
• | The ODYSSEY OUTCOMES trial remains ongoing, and is assessing the potential of Praluent to demonstrate cardiovascular benefit. |
• | In December 2015, the FDA accepted for review a Biologics License Application (BLA) for sarilumab, with a target action date of October 30, 2016. |
• | In July 2016, the European Medicines Agency (EMA) accepted for review the Marketing Authorization Application (MAA) for sarilumab. |
• | A BLA for atopic dermatitis was recently submitted to the FDA. |
• | In April 2016, the Company and Sanofi reported that the Phase 3 LIBERTY AD SOLO 1 and SOLO 2 trials evaluating dupilumab in adult patients with inadequately controlled moderate-to-severe atopic dermatitis met their primary endpoints. |
• | In June 2016, the Company and Sanofi reported that the Phase 3 LIBERTY AD CHRONOS trial evaluating dupilumab with topical corticosteroids in adult patients with inadequately controlled moderate-to-severe atopic dermatitis met its primary and key secondary endpoints. |
• | In May 2016, the Company reported top-line results from a Phase 2/3 study evaluating fasinumab in patients with moderate-to-severe osteoarthritis pain of the hip or knee who have a history of inadequate pain relief or intolerance to current analgesic therapies. The study met its primary endpoint at 16 weeks. |
Clinical Programs | Milestones | |
REGN2176-3 (PDGFR-beta Antibody co-formulated with aflibercept) | | Report results from Phase 2 study |
Praluent | | Data Monitoring Committee interim analysis of ODYSSEY OUTCOMES trial |
| Ongoing launch in additional countries | |
Sarilumab (IL-6R Antibody) | | FDA target action date of October 30, 2016 |
| File for additional regulatory approvals outside the United States | |
Dupilumab (IL-4R Antibody) | | FDA to provide target action date related to BLA submission for atopic dermatitis in the United States |
| Complete patient enrollment in Phase 3 asthma trial | |
| Initiate Phase 3 study in pediatric patients in atopic dermatitis |
• | In April 2016, the Company and Intellia Therapeutics, Inc. entered into a license and collaboration agreement to advance CRISPR/Cas gene-editing technology for in vivo therapeutic development. In addition to the discovery, development and commercialization of new therapies, the companies will focus on technology development of the CRISPR/Cas platform. In May 2016, Intellia completed an initial public offering of its common stock and the Company purchased $50.0 million of Intellia common stock in a concurrent private placement. |
• | In July 2016, the Company and Adicet Bio, Inc. entered into a license and collaboration agreement to develop next-generation engineered immune-cell therapeutics with fully human chimeric antigen receptors and T-cell receptors directed to disease-specific cell surface antigens in order to enable the precise engagement and killing of tumor cells. |
EYLEA U.S. net product sales | 20% - 25% growth over 2015 (reaffirmed) |
Sanofi reimbursement of Regeneron commercialization-related expenses | $310 million - $340 million (previously $320 million - $370 million) |
Non-GAAP unreimbursed R&D(2) (4) | $970 million - $1.01 billion (previously $875 million - $950 million) |
Non-GAAP SG&A(2) (4) | $980 million - $1.02 billion (previously $925 million - $1.0 billion) |
Effective tax rate | 33% - 41% |
Capital expenditures | $480 million - $530 million (previously $550 million - $625 million) |
(1) | Regeneron records net product sales of EYLEA in the United States. Outside the United States, EYLEA net product sales comprise sales by Bayer in countries other than Japan and sales by Santen Pharmaceutical Co., Ltd. in Japan under a co-promotion agreement with an affiliate of Bayer. The Company recognizes its share of the profits (including a percentage on sales in Japan) from EYLEA sales outside the United States within "Bayer collaboration revenue" in its Statements of Operations. |
(2) | This press release uses non-GAAP net income, non-GAAP net income per share, non-GAAP unreimbursed R&D, and non-GAAP SG&A, which are financial measures that are not calculated in accordance with U.S. Generally Accepted Accounting Principles ("GAAP"). These non-GAAP financial measures are computed by excluding certain non-cash and other items from the related GAAP financial measure. Non-GAAP adjustments also include the income tax effect of reconciling items. The Company makes such adjustments for items the Company does not view as useful in evaluating its operating performance. For example, adjustments may be made for items that fluctuate from period to period based on factors that are not within the Company's control, such as the Company's stock price on the dates share-based grants are issued. Management uses these non-GAAP measures for planning, budgeting, forecasting, assessing historical performance, and making financial and operational decisions, and also provides forecasts to investors on this basis. Additionally, such non-GAAP measures provide investors with an enhanced understanding of the financial performance of the Company's core business operations. However, there are limitations in the use of these and other non-GAAP financial measures as they exclude certain expenses that are recurring in nature. Furthermore, the Company's non-GAAP financial measures may not be comparable with non-GAAP information provided by other companies. Any non-GAAP financial measure presented by Regeneron should be considered supplemental to, and not a substitute for, measures of financial performance prepared in accordance with GAAP. A reconciliation of the Company's historical GAAP to non-GAAP results is included in Table 3 of this press release. |
(3) | The Company's 2016 financial guidance does not assume the completion of any significant business development transactions not completed as of the date of this press release. |
(4) | A reconciliation of full year 2016 non-GAAP to GAAP financial guidance is included below: |
Projected Range | ||||||||
(In millions) | Low | High | ||||||
GAAP unreimbursed R&D (5) | $ | 1,390 | $ | 1,450 | ||||
R&D: Non-cash share-based compensation expense | (320 | ) | (340 | ) | ||||
R&D: Upfront payments related to license and collaboration agreements | (100 | ) | (100 | ) | ||||
Non-GAAP unreimbursed R&D | $ | 970 | $ | 1,010 | ||||
GAAP SG&A | $ | 1,205 | $ | 1,275 | ||||
SG&A: Non-cash share-based compensation expense | (225 | ) | (255 | ) | ||||
Non-GAAP SG&A | $ | 980 | $ | 1,020 |
(5) | Unreimbursed R&D represents R&D expenses reduced by R&D expense reimbursements from the Company's collaborators and/or customers. |
Contact Information: | ||
Manisha Narasimhan, Ph.D. | Hala Mirza | |
Investor Relations | Corporate Communications | |
914-847-5126 | 914-847-3422 | |
manisha.narasimhan@regeneron.com | hala.mirza@regeneron.com |
June 30, | December 31, | |||||||
2016 | 2015 | |||||||
Assets: | ||||||||
Cash and marketable securities | $ | 1,635,016 | $ | 1,677,385 | ||||
Accounts receivable - trade, net | 1,431,966 | 1,152,489 | ||||||
Accounts receivable from Sanofi and Bayer | 320,005 | 315,304 | ||||||
Inventories | 316,073 | 238,578 | ||||||
Deferred tax assets | 626,191 | 461,945 | ||||||
Property, plant, and equipment, net | 1,772,923 | 1,594,120 | ||||||
Other assets | 102,732 | 169,311 | ||||||
Total assets | $ | 6,204,906 | $ | 5,609,132 | ||||
Liabilities and stockholders' equity: | ||||||||
Accounts payable, accrued expenses, and other liabilities | $ | 880,357 | $ | 760,619 | ||||
Deferred revenue | 884,016 | 818,166 | ||||||
Facility lease obligations | 363,550 | 364,708 | ||||||
Convertible senior notes | 477 | 10,802 | ||||||
Stockholders' equity | 4,076,506 | 3,654,837 | ||||||
Total liabilities and stockholders' equity | $ | 6,204,906 | $ | 5,609,132 |
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
2016 | 2015 | 2016 | 2015 | |||||||||||||
Revenues: | ||||||||||||||||
Net product sales | $ | 834,219 | $ | 657,819 | $ | 1,618,401 | $ | 1,202,392 | ||||||||
Sanofi collaboration revenue | 163,414 | 195,110 | 383,108 | 368,466 | ||||||||||||
Bayer collaboration revenue | 191,896 | 134,237 | 371,488 | 258,083 | ||||||||||||
Other revenue | 23,100 | 11,451 | 40,481 | 39,288 | ||||||||||||
1,212,629 | 998,617 | 2,413,478 | 1,868,229 | |||||||||||||
Expenses: | ||||||||||||||||
Research and development | 559,930 | 390,330 | 1,030,042 | 733,443 | ||||||||||||
Selling, general, and administrative | 292,038 | 174,588 | 581,715 | 333,579 | ||||||||||||
Cost of goods sold | 41,247 | 60,855 | 120,189 | 103,425 | ||||||||||||
Cost of collaboration and contract manufacturing (COCM) | 27,786 | 27,985 | 60,596 | 69,370 | ||||||||||||
921,001 | 653,758 | 1,792,542 | 1,239,817 | |||||||||||||
Income from operations | 291,628 | 344,859 | 620,936 | 628,412 | ||||||||||||
Other income (expense), net | 628 | (16,863 | ) | 1,471 | (23,893 | ) | ||||||||||
Income before income taxes | 292,256 | 327,996 | 622,407 | 604,519 | ||||||||||||
Income tax expense | (96,038 | ) | (133,353 | ) | (244,804 | ) | (333,855 | ) | ||||||||
Net income | $ | 196,218 | $ | 194,643 | $ | 377,603 | $ | 270,664 | ||||||||
Net income per share - basic | $ | 1.88 | $ | 1.89 | $ | 3.61 | $ | 2.64 | ||||||||
Net income per share - diluted | $ | 1.69 | $ | 1.69 | $ | 3.24 | $ | 2.35 | ||||||||
Weighted average shares outstanding - basic | 104,633 | 102,886 | 104,462 | 102,558 | ||||||||||||
Weighted average shares outstanding - diluted | 116,231 | 115,259 | 116,617 | 114,962 |
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
2016 | 2015 | 2016 | 2015 | |||||||||||||
GAAP net income | $ | 196,218 | $ | 194,643 | $ | 377,603 | $ | 270,664 | ||||||||
Adjustments: | ||||||||||||||||
R&D: Non-cash share-based compensation expense | 79,317 | 60,045 | 157,419 | 119,547 | ||||||||||||
R&D: Upfront payment related to license and collaboration agreement | 75,000 | — | 75,000 | — | ||||||||||||
SG&A: Non-cash share-based compensation expense | 47,730 | 32,159 | 107,812 | 74,334 | ||||||||||||
COGS and COCM: Non-cash share-based compensation expense | 4,644 | 2,053 | 8,710 | 4,135 | ||||||||||||
Other expense: Non-cash interest and loss on extinguishment related to convertible senior notes | 494 | 16,299 | 578 | 19,489 | ||||||||||||
Income tax effect of reconciling items above (c) | (74,287 | ) | (39,734 | ) | (125,014 | ) | (78,222 | ) | ||||||||
Non-GAAP net income (c) | $ | 329,116 | $ | 265,465 | $ | 602,108 | $ | 409,947 | ||||||||
Non-GAAP net income per share - basic | $ | 3.15 | $ | 2.58 | $ | 5.76 | $ | 4.00 | ||||||||
Non-GAAP net income per share - diluted (a) | $ | 2.82 | $ | 2.27 | $ | 5.15 | $ | 3.51 | ||||||||
Shares used in calculating: | ||||||||||||||||
Non-GAAP net income per share - basic | 104,633 | 102,886 | 104,462 | 102,558 | ||||||||||||
Non-GAAP net income per share - diluted (b) | 116,523 | 116,977 | 116,836 | 116,778 |
(a) | For diluted non-GAAP net income per share calculations, interest expense related to the contractual coupon interest rate on the Company's 1.875% convertible senior notes were excluded since these securities were dilutive. Such interest expense was not material for the three and six months ended June 30, 2016 and 2015. |
(b) | Weighted average shares outstanding includes the dilutive effect, if any, of employee stock options, restricted stock awards, convertible senior notes, and warrants. |
(c) | Prior to the quarter ended June 30, 2016, non-GAAP measures presented by the Company also included an income tax expense adjustment from GAAP tax expense to the amount of taxes that were paid or payable in cash in respect of the relevant period. Historically, there had been a significant difference between the Company's GAAP effective tax rate and actual cash income taxes paid or payable primarily due to the utilization of excess tax benefits in connection with employee exercises of stock options (which were recorded to additional paid-in capital for GAAP reporting purposes). In connection with the adoption of ASU 2016-09, Compensation - Stock Compensation, Improvements to Employee Share-Based Payment Accounting, during the second quarter of 2016, the Company chose to discontinue such non-GAAP adjustment as ASU 2016-09 requires entities to recognize excess tax benefits in connection with employee exercises of stock options in the income statement. The Company adopted this aspect of ASU 2016-09 prospectively. A reconciliation to the previously reported non-GAAP adjustment is presented below: |
Three Months Ended June 30, 2015 | Six Months Ended June 30, 2015 | |||||||
Non-GAAP net income - as revised (see above) | $ | 265,465 | $ | 409,947 | ||||
Income tax effect of reconciling items (see above) | 39,734 | 78,222 | ||||||
Non-cash income taxes (as previously reported) | 32,925 | 185,891 | ||||||
Non-GAAP net income - as previously reported | $ | 338,124 | $ | 674,060 | ||||
Note: As a result of the above revisions to non-GAAP net income, non-GAAP net income per share (basic and diluted) have also been revised accordingly. |
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
2016 | 2015 | 2016 | 2015 | |||||||||||||
Sanofi collaboration revenue: | ||||||||||||||||
Reimbursement of Regeneron research and development expenses | $ | 176,582 | $ | 211,516 | $ | 399,459 | $ | 381,022 | ||||||||
Reimbursement of Regeneron commercialization-related expenses | 85,885 | 27,346 | 159,159 | 35,804 | ||||||||||||
Regeneron's share of losses in connection with commercialization of antibodies | (122,107 | ) | (46,313 | ) | (221,529 | ) | (68,718 | ) | ||||||||
Other | 23,054 | 2,561 | 46,019 | 20,358 | ||||||||||||
Total Sanofi collaboration revenue | 163,414 | 195,110 | 383,108 | 368,466 | ||||||||||||
Bayer collaboration revenue: | ||||||||||||||||
Regeneron's net profit in connection with commercialization of EYLEA outside the United States | 167,492 | 106,631 | 313,327 | 196,057 | ||||||||||||
Sales milestones | — | — | — | 15,000 | ||||||||||||
Cost-sharing of Regeneron development expenses | 7,060 | 8,390 | 11,699 | 12,301 | ||||||||||||
Other | 17,344 | 19,216 | 46,462 | 34,725 | ||||||||||||
Total Bayer collaboration revenue | 191,896 | 134,237 | 371,488 | 258,083 | ||||||||||||
Total Sanofi and Bayer collaboration revenue | $ | 355,310 | $ | 329,347 | $ | 754,596 | $ | 626,549 | ||||||||
Note: In addition to amounts noted in the table above, the Company recorded $0.4 million and $0.6 million for the three and six months ended June 30, 2016, respectively, related to reimbursements of Regeneron research and development expenses by other entities. |