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: February 9, 2017 | 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 February 9, 2017, Reporting Fourth Quarter and Full Year 2016 Financial and Operating Results. |
• | Fourth quarter 2016 EYLEA® (aflibercept) Injection U.S. net sales increased 15% to $858 million versus fourth quarter 2015 and full year 2016 EYLEA U.S. net sales increased 24% to $3.32 billion versus full year 2015 |
• | Fourth quarter 2016 EYLEA global net sales(1) increased 17% to $1.35 billion versus fourth quarter 2015 and full year 2016 EYLEA global net sales(1) increased 27% to $5.20 billion versus full year 2015 |
• | U.S. Court of Appeals for the Federal Circuit has granted stay of permanent injunction for Praluent® (alirocumab) during appeal process |
Financial Highlights | ||||||||||||||||||||||
($ in millions, except per share data) | Three Months Ended December 31, | Year Ended December 31, | ||||||||||||||||||||
2016 | 2015* | % Change | 2016 | 2015* | % Change | |||||||||||||||||
EYLEA U.S. net product sales | $ | 858 | $ | 746 | 15 | % | $ | 3,323 | $ | 2,676 | 24 | % | ||||||||||
Total revenues | $ | 1,227 | $ | 1,098 | 12 | % | $ | 4,860 | $ | 4,104 | 18 | % | ||||||||||
GAAP net income | $ | 253 | $ | 155 | 63 | % | $ | 896 | $ | 636 | 41 | % | ||||||||||
GAAP net income per share - diluted | $ | 2.19 | $ | 1.34 | 63 | % | $ | 7.70 | $ | 5.52 | 39 | % | ||||||||||
Non-GAAP net income(2) | $ | 353 | $ | 258 | 37 | % | $ | 1,319 | $ | 944 | 40 | % | ||||||||||
Non-GAAP net income per share - diluted(2) | $ | 3.04 | $ | 2.23 | 36 | % | $ | 11.32 | $ | 8.12 | 39 | % | ||||||||||
* See Table 3 of this press release for an explanation of revisions made to 2015 non-GAAP amounts previously reported. |
• | In the fourth quarter of 2016, net sales of EYLEA in the United States increased 15% to $858 million from $746 million in the fourth quarter of 2015. For the full year of 2016, net sales of EYLEA in the United States increased 24% to $3.323 billion from $2.676 billion for the full year 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 fourth quarter of 2016, net sales of EYLEA outside of the United States(1) were $496 million, compared to $413 million in the fourth quarter of 2015. In the fourth quarter of 2016, Regeneron recognized $165 million from its share of net profit from EYLEA sales outside the United States, compared to $140 million in the fourth quarter of 2015. For the full year of 2016, net sales of EYLEA outside of the United States(1) were $1.872 billion, compared to $1.413 billion for the full year 2015. For the full year of 2016, Regeneron recognized $649 million from its share of net profit from EYLEA sales outside the United States, compared to $467 million for the full year 2015. |
• | In the fourth quarter of 2016, global net sales of Praluent were $41 million, compared to $7 million in the fourth quarter of 2015. For the full year of 2016, global net sales of Praluent were $116 million, compared to $11 million for the full year 2015. 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. |
• | On January 5, 2017, the United States District Court for the District of Delaware issued a permanent injunction prohibiting the Company and Sanofi from marketing, selling, or manufacturing Praluent in the United States. On February 8, 2017, the United States Court of Appeals for the Federal Circuit stayed (suspended) the injunction pending appeal. This ruling means that Regeneron and Sanofi will continue marketing, selling, and manufacturing Praluent in the United States during the appeal process. |
• | In the fourth quarter of 2016, the European Commission approved a Praluent dosing regimen of 300mg every 4 weeks. In January 2017, the U.S. Food and Drug Administration (FDA) extended the review period for the supplemental Biologics License Application (sBLA) for a monthly dosing regimen of Praluent. The FDA determined that Regeneron's and Sanofi's responses to information requested by the FDA during its review of the sBLA was a major amendment, which results in a three month extension of the Prescription Drug User Fee Act (PDUFA) date to allow time for the FDA to review the additional information. The new target action date is April 24, 2017. |
• | The ODYSSEY OUTCOMES trial remains ongoing, and is assessing the potential of Praluent to demonstrate cardiovascular benefit. In November 2016, an independent Data Monitoring Committee (DMC) completed a second pre-specified interim analysis. Based on the results of this analysis, the DMC recommended the trial continue as planned. The DMC will continue to monitor the ongoing safety and efficacy of Praluent in the trial. |
• | In January 2017, Health Canada approved KevzaraTM (sarilumab) for the treatment of adult patients with moderately to severely active rheumatoid arthritis who have an inadequate response to or intolerance to one or more biologic or non-biologic Disease-Modifying Anti-Rheumatic Drugs (DMARDs). This is the first approval of Kevzara worldwide. |
• | In July 2016, the European Medicines Agency (EMA) accepted for review the Marketing Authorization Application (MAA) for sarilumab. In addition, in October 2016, an application for marketing approval for sarilumab was submitted in Japan. |
• | On October 28, 2016, the Company and Sanofi announced that the FDA issued a Complete Response Letter (CRL) regarding the BLA for sarilumab. The CRL refers to certain deficiencies identified during a routine good manufacturing practice inspection of the Sanofi fill-and-finish facility in Le Trait, France. |
• | In the first quarter of 2017, the Company expects to resubmit the sarilumab BLA, contingent upon successful completion of the pre-approval inspection for Dupixent, and anticipates a two-month review cycle for sarilumab with an action date in the second quarter of 2017. Refer to "Sanofi's Le Trait Facility Update" section below for further information. |
• | In November 2016, the Company and Sanofi presented additional results from the Phase 3 SARIL-RA-MONARCH study, which demonstrated the superiority of sarilumab monotherapy versus adalimumab (marketed by AbbVie Inc. as HUMIRA®) monotherapy in improving the clinical signs and symptoms in adults with active rheumatoid arthritis at the American College of Rheumatology (ACR) Annual Meeting. |
• | The FDA previously designated Dupixent as a Breakthrough Therapy for the treatment of adult patients with inadequately controlled moderate-to-severe atopic dermatitis, and in September 2016, accepted the BLA for priority review with a target action date of March 29, 2017. |
• | In October 2016, the FDA granted Breakthrough Therapy designation for Dupixent for the treatment of moderate to severe (12 to less than 18 years of age) and severe (6 months to less than 12 years of age) atopic dermatitis in pediatric patients who are not adequately controlled with, or who are intolerant to, topical medication. |
• | In October 2016, additional data from LIBERTY AD SOLO 1 and SOLO 2 atopic dermatitis studies of Dupixent were presented at the European Academy of Dermatology and Venereology conference and simultaneously published in the New England Journal of Medicine. |
• | In December 2016, the EMA accepted for review the MAA for Dupixent for the treatment of adults with moderate-to-severe atopic dermatitis who are candidates for systemic therapy. |
• | The pivotal Phase 3 LIBERTY ASTHMA QUEST study of dupilumab for the treatment of asthma completed enrollment during the third quarter of 2016. |
• | A Phase 3 study of dupilumab for the treatment of nasal polyps was initiated in the fourth quarter of 2016. |
• | Sanofi's facility in Le Trait, France conducts fill-and-finish activities for certain products, including sarilumab and dupilumab. |
• | The FDA has reclassified the Le Trait fill-and-finish facility as "acceptable" based on review of responses to an FDA Form 483. |
• | A pre-approval inspection for Dupixent has been scheduled for the first quarter of 2017. |
• | In October 2016, the FDA placed the Phase 2b study of fasinumab in chronic low back pain on clinical hold and requested an amendment of the study protocol; this was based on the FDA's recommendation that patients with advanced osteoarthritis at baseline not receive higher doses of fasinumab. Following this development, the Company completed an unplanned analysis which showed clear evidence of efficacy with improvement in pain scores in all fasinumab groups compared to placebo at the 8- and 12-week time points, and preliminary safety results are generally consistent with what has been previously reported with the class. The Company and Teva plan to design pivotal Phase 3 studies in chronic low back pain. |
• | In October 2016, the Company announced that at the 36-week analysis of the Phase 2/3 clinical study of fasinumab in patients with moderate-to-severe osteoarthritis pain of the hip or knee, the incidence of adjudicated arthropathies was found to be potentially dose-dependent, with a higher rate of patients experiencing arthropathies in the higher dose groups. In the ongoing fasinumab osteoarthritis pivotal Phase 3 program, the Company and Teva are planning to advance only the lower doses from the Phase 2/3 study, subject to discussion with the FDA and other health authorities. |
Programs | Milestones | |
Praluent | | Complete ODYSSEY OUTCOMES study |
Sarilumab (IL-6R Antibody) | | Re-submission of the BLA in the first quarter of 2017 contingent upon successful FDA re-inspection of Le Trait facility. FDA action would then be expected in the second quarter of 2017. |
| Submission for additional regulatory approvals and regulatory agency decisions on applications outside of the United States | |
Dupilumab (IL-4R Antibody) | | FDA target action date of March 29, 2017 for atopic dermatitis |
| Report results from Phase 3 asthma study | |
| Submit sBLA for asthma in adults | |
| Report results from Phase 2 study in eosinophilic esophagitis | |
| Initiate Phase 3 studies in pediatric patients in atopic dermatitis and asthma | |
| Initiate Phase 2 study in food allergies | |
REGN2222 (RSV-F Antibody) | | Report results from Phase 3 study |
Fasinumab (NGF Antibody) | | Initiate additional Phase 3 study in patients with osteoarthritis pain |
| Initiate Phase 3 study in chronic low back pain | |
REGN2810 (PD-1 Antibody) | | Initiate Phase 2 study in non-small cell lung cancer |
| Initiate Phase 2 study in basal cell carcinoma | |
Nesvacumab/aflibercept (Ang2 Antibody co-formulated with aflibercept) | | Report data from Phase 2 studies in DME and wet AMD |
EYLEA U.S. net product sales | Single digit percentage growth over 2016 |
Sanofi reimbursement of Regeneron commercialization-related expenses | $400 million - $450 million |
Non-GAAP unreimbursed R&D(2) (4) | $950 million - $1.025 billion |
Non-GAAP SG&A(2) (4) | $1.175 billion - $1.250 billion |
Effective tax rate | 32% - 38% |
Capital expenditures | $375 million - $450 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 2017 financial guidance does not assume the completion of any significant business development transactions not completed as of the date of this press release and assumes that Praluent will remain on the market throughout 2017. |
(4) | A reconciliation of full year 2017 non-GAAP to GAAP financial guidance is included below: |
Projected Range | ||||||||
(In millions) | Low | High | ||||||
GAAP unreimbursed R&D (5) | $ | 1,250 | $ | 1,345 | ||||
R&D: Non-cash share-based compensation expense | (300 | ) | (320 | ) | ||||
Non-GAAP unreimbursed R&D | $ | 950 | $ | 1,025 | ||||
GAAP SG&A | $ | 1,380 | $ | 1,485 | ||||
SG&A: Non-cash share-based compensation expense | (205 | ) | (235 | ) | ||||
Non-GAAP SG&A | $ | 1,175 | $ | 1,250 |
(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 |
December 31, | ||||||||
2016 | 2015 | |||||||
Assets: | ||||||||
Cash and marketable securities | $ | 1,902,944 | $ | 1,677,385 | ||||
Accounts receivable - trade, net | 1,343,368 | 1,152,489 | ||||||
Accounts receivable from Sanofi and Bayer | 268,252 | 315,304 | ||||||
Inventories | 399,356 | 238,578 | ||||||
Deferred tax assets | 825,303 | 461,945 | ||||||
Property, plant, and equipment, net | 2,083,421 | 1,594,120 | ||||||
Other assets | 150,822 | 169,311 | ||||||
Total assets | $ | 6,973,466 | $ | 5,609,132 | ||||
Liabilities and stockholders' equity: | ||||||||
Accounts payable, accrued expenses, and other liabilities | $ | 980,659 | $ | 760,619 | ||||
Deferred revenue | 1,062,436 | 818,166 | ||||||
Capital and facility lease obligations | 481,126 | 364,708 | ||||||
Convertible senior notes | — | 10,802 | ||||||
Stockholders' equity | 4,449,245 | 3,654,837 | ||||||
Total liabilities and stockholders' equity | $ | 6,973,466 | $ | 5,609,132 |
Three Months Ended December 31, | Year Ended December 31, | |||||||||||||||
2016 | 2015 | 2016 | 2015 | |||||||||||||
Revenues: | ||||||||||||||||
Net product sales | $ | 862,521 | $ | 749,524 | $ | 3,338,390 | $ | 2,689,478 | ||||||||
Sanofi collaboration revenue | 131,165 | 165,672 | 658,665 | 758,873 | ||||||||||||
Bayer collaboration revenue | 181,484 | 164,809 | 744,270 | 580,488 | ||||||||||||
Other revenue | 51,657 | 18,072 | 119,102 | 74,889 | ||||||||||||
1,226,827 | 1,098,077 | 4,860,427 | 4,103,728 | |||||||||||||
Expenses: | ||||||||||||||||
Research and development | 479,206 | 461,210 | 2,052,295 | 1,620,577 | ||||||||||||
Selling, general, and administrative | 325,937 | 294,954 | 1,177,697 | 838,526 | ||||||||||||
Cost of goods sold | 44,534 | 71,078 | 194,624 | 241,702 | ||||||||||||
Cost of collaboration and contract manufacturing | 30,147 | 39,753 | 105,070 | 151,007 | ||||||||||||
879,824 | 866,995 | 3,529,686 | 2,851,812 | |||||||||||||
Income from operations | 347,003 | 231,082 | 1,330,741 | 1,251,916 | ||||||||||||
Other income (expense), net | (5,476 | ) | (3,793 | ) | (926 | ) | (26,819 | ) | ||||||||
Income before income taxes | 341,527 | 227,289 | 1,329,815 | 1,225,097 | ||||||||||||
Income tax expense | (88,412 | ) | (72,295 | ) | (434,293 | ) | (589,041 | ) | ||||||||
Net income | $ | 253,115 | $ | 154,994 | $ | 895,522 | $ | 636,056 | ||||||||
Net income per share - basic | $ | 2.41 | $ | 1.49 | $ | 8.55 | $ | 6.17 | ||||||||
Net income per share - diluted | $ | 2.19 | $ | 1.34 | $ | 7.70 | $ | 5.52 | ||||||||
Weighted average shares outstanding - basic | 105,113 | 103,765 | 104,719 | 103,061 | ||||||||||||
Weighted average shares outstanding - diluted | 115,788 | 115,496 | 116,367 | 115,230 |
Three Months Ended December 31, | Year Ended December 31, | |||||||||||||||
2016 | 2015 | 2016 | 2015 | |||||||||||||
GAAP net income | $ | 253,115 | $ | 154,994 | $ | 895,522 | $ | 636,056 | ||||||||
Adjustments: | ||||||||||||||||
R&D: Non-cash share-based compensation expense | 75,057 | 72,570 | 313,048 | 255,708 | ||||||||||||
R&D: Upfront payment related to license and collaboration agreements | — | — | 100,000 | — | ||||||||||||
SG&A: Non-cash share-based compensation expense | 74,002 | 82,212 | 231,183 | 193,026 | ||||||||||||
COGS and COCM: Non-cash share-based compensation expense | 5,499 | 3,609 | 15,647 | 10,315 | ||||||||||||
Other expense: Non-cash interest and loss on extinguishment related to convertible senior notes | 1 | 1,975 | 616 | 21,679 | ||||||||||||
Income tax effect of reconciling items above (c) | (55,132 | ) | (57,608 | ) | (236,717 | ) | (172,719 | ) | ||||||||
Non-GAAP net income (c) | $ | 352,542 | $ | 257,752 | $ | 1,319,299 | $ | 944,065 | ||||||||
Non-GAAP net income per share - basic | $ | 3.35 | $ | 2.48 | $ | 12.60 | $ | 9.16 | ||||||||
Non-GAAP net income per share - diluted (a) | $ | 3.04 | $ | 2.23 | $ | 11.32 | $ | 8.12 | ||||||||
Shares used in calculating: | ||||||||||||||||
Non-GAAP net income per share - basic | 105,113 | 103,765 | 104,719 | 103,061 | ||||||||||||
Non-GAAP net income per share - diluted (b) | 115,887 | 115,639 | 116,548 | 116,355 |
(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 was excluded when these securities were dilutive. Such interest expense was not material for all periods presented. |
(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 December 31, 2015 | Year Ended December 31, 2015 | |||||||
Non-GAAP net income - as revised (see above) | $ | 257,752 | $ | 944,065 | ||||
Income tax effect of reconciling items (see above) | 57,608 | 172,719 | ||||||
Non-cash income taxes (as previously reported) | 11,433 | 287,110 | ||||||
Non-GAAP net income - as previously reported | $ | 326,793 | $ | 1,403,894 | ||||
Note: As a result of the above revisions to non-GAAP net income, non-GAAP net income per share (basic and diluted) has also been revised accordingly. |
Three Months Ended December 31, | Year Ended December 31, | |||||||||||||||
2016 | 2015 | 2016 | 2015 | |||||||||||||
Sanofi collaboration revenue: | ||||||||||||||||
Reimbursement of Regeneron research and development expenses | $ | 136,323 | $ | 171,366 | $ | 703,397 | $ | 776,086 | ||||||||
Reimbursement of Regeneron commercialization-related expenses | 97,287 | 68,205 | 322,149 | 157,350 | ||||||||||||
Regeneron's share of losses in connection with commercialization of antibodies | (125,528 | ) | (96,459 | ) | (459,058 | ) | (240,042 | ) | ||||||||
Other | 23,083 | 22,560 | 92,177 | 65,479 | ||||||||||||
Total Sanofi collaboration revenue | 131,165 | 165,672 | 658,665 | 758,873 | ||||||||||||
Bayer collaboration revenue: | ||||||||||||||||
Regeneron's net profit in connection with commercialization of EYLEA outside the United States | 165,051 | 140,100 | 649,232 | 466,667 | ||||||||||||
Sales milestones | — | — | — | 15,000 | ||||||||||||
Cost-sharing of Regeneron development expenses | 5,986 | 3,326 | 27,337 | 18,962 | ||||||||||||
Other | 10,447 | 21,383 | 67,701 | 79,859 | ||||||||||||
Total Bayer collaboration revenue | 181,484 | 164,809 | 744,270 | 580,488 | ||||||||||||
Total Sanofi and Bayer collaboration revenue | $ | 312,649 | $ | 330,481 | $ | 1,402,935 | $ | 1,339,361 | ||||||||
Note: In addition to amounts noted in the table above, the Company recorded $21.2 million and $24.2 million for the three months and year ended December 31, 2016, respectively, related to reimbursements of Regeneron research and development expenses in connection with its collaboration agreement with Teva. The Company also recorded $0.8 million and $2.3 million for the three months and year ended December 31, 2016, respectively, and $0.3 million and $2.4 million for the three months and year ended December 31, 2015, respectively, related to reimbursements of Regeneron research and development expenses by other entities. |