HORIZON THERAPEUTICS PUBLIC LTD CO: Results of Operations and Financial Condition (Form 8-K)

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Item 2.02 Results of Operations and Financial Condition.


Beginning with the third quarter of 2022, the Company is separately classifying
upfront, milestone, and similar payments pursuant to collaborations, licenses of
third-party technologies, and asset acquisitions as "acquired in-process
research and development (IPR&D) and milestones" expense in the consolidated
statement of comprehensive income. Prior period consolidated statements of
comprehensive income will also be revised to conform with the new
classification.

On August 3, 2022, the Company provided full-year 2022 adjusted EBITDA guidance
of $1.30 billion to $1.35 billion, which included approximately $20.0 million of
acquired IPR&D and milestones expense for existing agreements expected in the
second half of 2022. In connection with the collaboration agreement with Q32 Bio
Inc. ("Q32 Bio") announced on August 15, 2022, the Company expects to record an
additional $32.5 million of acquired IPR&D and milestones expense during the
year ended December 31, 2022. As adjusted to reflect the additional acquired
IPR&D and milestones expense associated with the Q32 Bio transaction, the
Company's August 3, 2022, full-year 2022 adjusted EBITDA guidance range is
$1.2675 billion to $1.3175 billion. Apart from the additional acquired IPR&D and
milestones expense described in this Form 8-K, the Company is not updating or
confirming its full-year 2022 adjusted EBITDA guidance provided on August 3,
2022.

As it relates to the additional $32.5 million in anticipated acquired IPR&D and
milestones expense, the Company expects $15.0 million to be recorded in the
third quarter of 2022 and $17.5 million to be recorded in the fourth quarter of
2022. The Company's financial statements for the quarter ended September 30,
2022, are expected to include total acquired IPR&D and milestones expense of
$19.0 million, which includes the additional $15.0 million amount noted above.
The Company's financial statements for the third quarter of 2022 have not been
finalized and are subject to completion of closing procedures. The amount for
total acquired IPR&D and milestones expense that is expected to be recorded in
the third quarter of 2022 may differ from the amount that will be reflected in
the Company's condensed consolidated financial statements as of and for the
three months ended September 30, 2022.

Below is the Company's August 3, 2022, full-year 2022 adjusted EBITDA guidance
as adjusted to reflect additional expenses related to the Q32 Bio transaction
and additional detail regarding expected acquired IPR&D and milestones expense.

                                                       Adjusted EBITDA Guidance Range for
                                                       Full-Year Ending December 31, 2022
                                                            (Unaudited, in millions)
                                                         Low                       High
Guidance announced on August 3, 2022               $        1,300.0          $        1,350.0
Acquired IPR&D and milestones expense related
to the collaboration agreement with Q32 Bio
announced on August 15, 2022                                  (32.5 )                   (32.5 )

Prior guidance including acquired IPR&D and
milestones expense updates                         $        1,267.5          $        1,317.5




                                                      Acquired IPR&D and

Guidance on spending milestones by quarter

                                                   for Full-Year Ending 

December 31, 2022 (Unaudited, in millions)

                                         Q1 2022           Q2 2022             Q3 2022               Q4 2022         FY 2022
Acquired IPR&D and milestones expense
included in the guidance announced on
August 3, 2022                          $      -          $      -          $         4.0         $        16.0     $    20.0
Acquired IPR&D and milestones expense
related to the collaboration
agreement with Q32 Bio announced on
August 15, 2022                                -                 -                   15.0                  17.5          32.5

Updated acquired IPR&D and milestones
expense included in guidance            $      -          $      -          $        19.0         $        33.5     $    52.5


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The information in this Item 2.02 is being furnished and shall not be deemed to
be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), or otherwise subject to the liability of that
section, nor shall it be deemed incorporated by reference in any filing under
the Securities Act of 1933, as amended, or the Exchange Act, except as expressly
set forth by specific reference in such a filing.

Note regarding the use of non-GAAP financial measures

Horizon provides certain non-GAAP financial measures, including EBITDA, or
earnings before interest, taxes, depreciation and amortization, and adjusted
EBITDA, which include adjustments to GAAP figures. These non-GAAP measures are
intended to provide additional information on Horizon's performance, operations,
expenses, profitability and cash flows. Adjustments to Horizon's GAAP figures as
well as EBITDA exclude, as applicable, acquisition and/or divestiture-related
costs, manufacturing plant start-up costs, restructuring and realignment costs,
as well as non-cash items such as share-based compensation,
inventory step-up expense, depreciation and amortization, non-cash interest
expense, goodwill and long-lived assets impairment charges, gain (loss) on
equity security investments and sales of assets, and other non-cash adjustments.
Certain other special items or substantive events may also be included in
the non-GAAP adjustments periodically when their magnitude is significant within
the periods incurred. Horizon maintains an established non-GAAP cost policy that
guides the determination of what costs will be excluded in non-GAAP measures.
Horizon believes that these non-GAAP financial measures, when considered
together with the GAAP figures, can enhance an overall understanding of
Horizon's financial and operating performance. The non-GAAP financial measures
are included with the intent of providing investors with a more complete
understanding of the Company's historical and expected financial results and
trends and to facilitate comparisons between periods and with respect to
projected information. In addition, these non-GAAP financial measures are among
the indicators Horizon's management uses for planning and forecasting purposes
and measuring the Company's performance. These non-GAAP financial measures
should be considered in addition to, and not as a substitute for, or superior
to, financial measures calculated in accordance with GAAP.
The non-GAAP financial measures used by the Company may be calculated
differently from, and therefore may not be comparable to, non-GAAP financial
measures used by other companies. Horizon has not provided a reconciliation of
its full-year 2022 adjusted EBITDA guidance to expected GAAP net income (loss)
guidance because certain items such as acquisition/divestiture-related expenses
and share-based compensation that are components of net income (loss) cannot be
reasonably projected due to the significant impact of changes in Horizon's share
price, the variability associated with the size and/or timing of
acquisitions/divestitures, and other factors. These components of net income
(loss) could significantly impact Horizon's GAAP net income (loss).

Forward-looking statements

This report contains forward-looking statements, including, but not limited to,
statements related to Horizon's full-year 2022 adjusted EBITDA guidance,
expected payments under the collaboration between Horizon and Q32, the timing
and amount of acquired IPR&D and milestones expense, and business and other
statements that are not historical facts. These forward-looking statements are
based on Horizon's current expectations and inherently involve significant risks
and uncertainties. Actual results and the timing of events could differ
materially from those anticipated in such forward-looking statements as a result
of these risks and uncertainties, which include, without limitation, risks that
Horizon's actual future financial and operating results may differ from its
expectations or goals; whether and when certain events triggering payments under
Horizon's licensing and collaboration agreements occur; Horizon's ability to
grow net sales from existing medicines; impacts of the COVID-19 pandemic and
actions taken to slow its spread; changes in inflation, interest rates and
general economic conditions; the availability of coverage and adequate
reimbursement and pricing from government and third-party payers; Horizon's
ability to successfully implement its business strategies, including the risks
that its TEPEZZA growth and global expansion initiatives and strategies may not
be successful and that new challenges to TEPEZZA growth may arise in the future;
risks inherent in developing novel medicine candidates and existing medicines
for new indications; risks in the ability to recruit, train and retain qualified
personnel; competition, including generic competition; the ability to protect
intellectual property and defend patents; regulatory obligations and oversight,
including any changes in the legal and regulatory environment in which Horizon
operates, and those risks detailed from time-to-time under the caption "Risk
Factors" and elsewhere in Horizon's filings and reports with the SEC. Horizon
undertakes no duty or obligation to update any forward-looking statements
contained in this report as a result of new information.

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