Endo International plc - FORM 8-K - EX-99.2

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Endo International plc

Company Update

September 28, 2015

Exhibit 99.2

Forward Looking Statements

This presentation contains information relating to the acquisition of Par by Endo that includes or is based on “forward-looking statements”

within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as

amended, and Canadian securities legislation. These statements include statements regarding the timing and the closing of the transaction,

the expected benefits of the transaction, the expected accretion to earnings resulting from the transaction, expected product approvals

and Endo’s plans to operate Par. Forward-looking statements include the information concerning our possible or assumed results of

operations. We have tried, whenever possible, to identify such statements by words such as “believes,” “expects,” “anticipates,” “intends,”

“estimates,” “plan,” “projected,” “forecast,” “will,” “may” or similar expressions. We have based these forward-looking statements on our

current expectations of future events. Because these statements reflect our current views concerning future events, these forward-looking

statements involve risks and uncertainties. If underlying assumptions prove inaccurate or unknown, or unknown risks or uncertainties

materialize, actual results could differ materially from those expressed in the forward-looking statements contained in this presentation.

Risks and uncertainties include, among other things; that the FDA or other regulatory authorities do not approve any product(s) in the

manner desired by Endo on a timely basis, or at all; that there is a material adverse change to Endo; that the integration of Par’s business

into Endo is not as successful as expected; the failure of Endo to achieve the expected financial and commercial results from the transaction;

other business effects, including effects of industry, economic or political conditions outside Endo’s control; transaction costs; the outcome

of litigation, actual or contingent liabilities; as well as other cautionary statements contained elsewhere herein and in Endo’s periodic

reports filed with the Securities and Exchange Commission (SEC) and with securities regulators in Canada on the System for Electronic

Document Analysis and Retrieval (SEDAR), including current reports on Form 8-K, quarterly reports on Form 10-Q and annual reports on

Form 10-K. We do not undertake any obligation to update our forward-looking statements after the date of this presentation for any

reason, even if new information becomes available or other events occur in the future, except as may be required under applicable

securities law. You should understand that it is not possible to predict or identify all such factors. Consequently, you should not consider

this to be a complete discussion of all potential risks or uncertainties.

Non-GAAP

Financial Measures

This presentation refers to non-GAAP financial measures of Endo, including Adjusted EBITDA, adjusted diluted earnings per ordinary share from

continuing operations, adjusted gross margin, adjusted operating expenses, adjusted interest expense and adjusted effective tax rates, and

Adjusted EBITDA for Par Pharmaceutical Holdings, Inc. (Par), all of which are financial measures that are not prepared in conformity with

accounting principles generally accepted in the United States (GAAP). We believe the presentation of Endo’s and Par’s non-GAAP financial

measures provides useful supplementary information regarding operational performance because it enhances an investor's overall

understanding of the financial performance and prospects for future core business activities by providing a basis for the comparison of results of

core business operations between current, past and future periods. Management uses non-GAAP financial measures to prepare operating

budgets and forecasts and to measure performance against those budgets and forecasts on a corporate and segment level. Endo also uses non-

GAAP financial measures for evaluating management performance for compensation purposes. Reconciliations of projected adjusted diluted

earnings per share from continuing operations to the nearest comparable GAAP amounts and Adjusted EBITDA to the nearest comparable GAAP

amounts have been provided within the appendix at the end of this presentation. We have not provided a quantitative reconciliation of other

projected non-GAAP measures described above because not all of the information necessary for quantitative reconciliation is available to us at

this time without unreasonable efforts. This is due primarily to variability and difficulty in making accurate detailed forecasts and projections.

Accordingly, we do not believe that reconciling information for such projected figures would be meaningful.

Additional Information

This presentation is provided for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares of

Endo. Endo shareholders should read any filings made by Endo with the SEC in connection with the proposed combination, as they will contain

important information. Those documents, if and when filed, as well as Endo's other public filings with the SEC, may be obtained without charge

at the SEC’s website at www.sec.gov and at Endo's website at endo.com.

Par Pharmaceutical Acquisition:

Compelling Strategic & Financial Rationale

Strategically expands product portfolio, R&D pipeline,

capabilities and long-term growth drivers

Adds extensive range of dosage forms and delivery systems

Focus on specialized, market leading products

Designed to accelerate Endo growth

Double-digit revenue growth over planning horizon, accretive to adjusted diluted EPS,

meaningful synergies, increased operating margins

Strong R&D pipeline capable of fueling long-term organic growth

Drives strategic expansion of overall corporate profile, scope,

and size, establishing a powerful platform for future M&A

Strong cash flow expected to lead to rapid de-levering back to 3-4x net debt to EBITDA

by mid-2016

Aligned with Endo’s strategy of pursuing accretive, value-

creating growth opportunities

Creates shareholder value and drives benefits for patients & customers

Endo + Par: A Transformational Combination

Company

Long Term

Growth

Drivers

Revenue

(2014)

Adj. EBITDA

(2014)

~2.9bn

~1.3bn

Strong performance

from portfolio

Attractive

R&D

pipeline

Focus on specialized

products with high

adjusted gross

margins

Expansion of branded

and generic portfolio

and R&D pipeline

Continued investment

in M&A and licensing

opportunities

Operational

synergies

Double-digit

growth

Transformative

M&A platform

~$1.2bn

~$434mn

Pro forma 2014

Adj. EBITDA:

~$1.6bn

Employees

~4,500

~1,800

~6,300

Pro forma 2014

Revenue: ~$4.2bn

Qualitest +Par: A Leader in Specialty Generics

Business

Generics

(2014)

Generics R&D

Pipeline

~90 programs

6 ANDAs expected

to be filed in 2015

220 programs

120 filed ANDAs

100 programs in

development

2014 Revenue: ~$1.1bn

(+56% from 2013)

2014 Revenue: ~$1.3bn

(+19% from 2013)

Pro forma 2014

Revenue: ~$2.4bn

Employees

Manufacturing

Facilities

Alabama

North Carolina

New York

Connecticut

California

Michigan

India

~1,750

~1,800

~3,550

Global Manufacturing

and Supply Chain

Operations

~300 programs

~2/3 in alternative dosages

>100 Para IV, FTF or FTM

20-30 new ANDAs / year

Addition of Par Generics Pipeline:

Driving Near-

and Long-Term Opportunities

Total Pipeline contains 47 potential FTF / FTM opportunities

and an opportunity of $42 Billion in market value*

Anticipated Launches and Filings: 2016 –

2019

* Total Pipeline includes potential FTF/FTM opportunities not currently assumed to launch before

2019. Note: market value defined by IMS sales for 12 months ended June 30, 2015

8 FTF

46 Total

2016 & 2017

$8B market value

$16B market value

12 FTF

66 Total

2018 & 2019

$4B market value

$13B market value

2015-2016: Anticipated Product Launches Provide

Near-Term Earnings Visibility

Anticipated

Launch

Product

Brand

Market Value

(~$mm, LTM)

Competitive

Landscape

4Q 2015

Dutasteride

Tamsulosin

Jalyn®

$90

FTF

1H 2016

Rivastigmine

Patch*

Exelon®

$600

Multiple strengths

July 2016

Rosuvastatin

Tabs

Crestor®

$5,800

Has TA

Nov 2016

Quetiapine

ER Tabs*

Seroquel®

$1,300

Has TA on all 5 strengths;

FTF on 4 (not 400mg)

Dec 2016

Ezetimibe

Tabs*

Zetia®

$2,000

Approved, FTF

* Partnered Program

Market Value based on IMS Sales Data for last 12 months ended June 30, 2015

Significant FTF launch opportunities in late 2016

drive sales growth in 2016 and 2017

2017-2019: Robust Pipeline to Drive Long-Term Growth

Selected Product Launches

Brand

Market Value

(~$mm, LTM)

Competitive Landscape

Ciprofloxacin

/ Dexmethasone

Ciprodex®

$400

FTF

Adapalene

& Benzoyl Peroxide

Gel 0.1-2.5%

Epiduo®

$350

Limited competition

Amphetamine Salts ER Capsules

Adderal®

$900

Limited competition

Sapropterin

Dihydrochloride

Tabs

Kuvan®

$100

FTF

Everolimus

Tabs

Afinitor®

$900

FTF (except 10mg)

Abiraterone

Tabs*

Zytiga®

$1,100

FTF; 250mg dose

Methylphenidate

HCl

ER Tabs

Concerta®

$150

18, 27, 36 and

54mg

doses

Tolvaptan

Tabs

Samsca®

$100

FTF

Travoprost

Travatan

Z®

$500

Limited competition

>15 Potential FTF Launch Opportunities in 2017 -

2019

* Partnered Program

Market Value based on IMS Sales Data for last 12 months ended June 30, 2015

Measure

2015

Revenues

$720M -

$740M

Adjusted Interest Expenses**

~$95M

Adjusted

Effective Tax Rate

2% to 4%

Weighted Average Diluted Shares Outstanding**

210M

Q3 2015 Financial Guidance (Continuing Operations*)

** NOTE: as discussed around Q2 2015 results, the inclusion of pre-close financing

activities related to the acquisition of Par reduces Q3 Adjusted EPS by ~$0.23 cents

* Continuing Operations includes Endo and Par and excludes AMS Women’s Health

Measure

Prior 2015

Guidance

Updated 2015

Guidance

Revenues

$2.90B -

$3.00B

$3.22B -

$3.27B

Adjusted Gross Margin

64% to 65%

~64%

Adjusted

Operating Expense to Revenue Ratio

23% to 24%

~21.5%

Adjusted Interest Expenses

~$310M

~$375

Adjusted

Effective Tax Rate

13% to 14%

to 10%

Adjusted Diluted EPS

$4.40 to $4.60

$4.50

to $4.60

Reported (GAAP) EPS

$1.42 to $1.62

$1.81

to $1.91

Weighted Average Diluted Shares Outstanding

~180M

~201M

2015 Financial Guidance (Continuing Operations*)

* Continuing Operations includes Endo and Par and excludes AMS Women’s Health

2016 Financial Guidance (Continuing Operations*)

In 2016, Endo is strongly positioned for:

Double-digit revenue growth across our business

Strong and rapid synergy capture from the Par acquisition

Continued progression and execution of tax strategy

Robust cash flow generation and continued, rapid de-levering

enabling continued execution of strategic M&A

2016: Estimated Adjusted Diluted EPS of $5.85 to $6.15

* Continuing Operations includes Endo and Par and excludes AMS Women’s Health

Appendix

Reconciliation of Non-GAAP Measures

Lower End of Range

Upper End of Range

Projected GAAP diluted earnings per ordinary share from continuing operations

$1.81

$1.91

Upfront and milestone-related payments to partners

$0.06

Amortization of commercial intangible assets and fair value inventory step-up

$3.06

Acquisition related, integration and restructuring charges and certain excess costs that

will be eliminated pursuant to integration plans

$1.10

Asset Impairment Charges

$0.42

Charges for litigation and other legal matters

$0.11

Interest expense adjustment for non-cash interest related to our 1.75% Convertible

Senior Subordinated Notes and other treasury related items

$0.01

Tax effect of pre-tax adjustments at the applicable tax rates and certain other expected

cash tax savings as a result of acquisitions

($2.07)

Projected Adjusted diluted earnings per ordinary share from continuing operations

$4.50

$4.60

The Company's guidance is being issued based on certain assumptions including:

Reconciliation of Projected GAAP Diluted Earnings Per Share from Continuing Operations to Adjusted Diluted Earnings

Per Share from Continuing Operations Guidance for the Year Ending December 31, 2015

•Certain of the above amounts are based on estimates and there can be no assurance that Endo will achieve these results

•Includes all completed business development transactions as of September 28, 2015

•Projected GAAP diluted earnings per ordinary share from continuing operations amounts do not include the impact of Par

purchase accounting and other one-time charges associated with the closing of the Par transaction.

Reconciliation of Non-GAAP Measures

Lower End of Range

Upper End of Range

Projected GAAP diluted earnings per ordinary share from continuing operations

$2.98

$3.28

Upfront and milestone-related payments to partners

$0.01

Amortization of commercial intangible assets and fair value inventory step-up

$2.08

Acquisition related, integration and restructuring charges

$0.03

Tax effect of pre-tax adjustments at the applicable tax rates and certain other expected

cash tax savings as a result of acquisitions

$0.75

Projected Adjusted diluted earnings per ordinary share from continuing operations

$5.85

$6.15

The Company's guidance is being issued based on certain assumptions including:

Reconciliation of Projected GAAP Diluted Earnings Per Share from Continuing Operations to Adjusted Diluted Earnings Per

Share from Continuing Operations Guidance for the Year Ending December 31, 2016

•Certain

the

above

amounts

are

based

estimates

and

there

can

assurance

that

Endo

will

achieve

these

results

•Includes

all

completed

business

development

transactions

September

28,

2015

•Projected

GAAP

diluted

earnings

per

ordinary

from

continuing

operations

amounts

not

include

the

impact

Par

purchase

accounting

and

other

one-time

charges

associated

with

the

closing

the

Par

transaction.

Reconciliation of Non-GAAP Measures

Par Pharmaceuticals

Adjusted EBITDA, Reconciliation Table

for the Year Ending December 31, 2014

Statement of Operations Data:

(Successor)

(Unaudited)

($ in Thousands)

($105,517)

108,409

(72,993)

and

amortization

213,564

-up(a)

9,031

152,494

90,107

4,269

5,413

7,461

146,934

3,042

7,136

3,989

8,678

4,000

281

$433,804

Reconciliation of Non-GAAP Measures

(a)

Represents the charge associated with acquisitions for acquired inventory which was increased to its estimated selling price, less the cost of disposal and a reasonable profit

allowance for the selling effort (the “inventory step-up”), as required under GAAP. The inventory step-up was recognized into earnings based on normal inventory turns and

resulted in costs above standard post-acquisition costs.

(b)

In 2014, we recorded an incremental provision of $91.0 million related to the settlement of omeprazole/sodium bicarbonate patent litigation for $100.0 million. During 2014,

we also received an arbitration award of approximately $0.9 million from a former partner related to a discontinued project.

(c)

Consists of external legal costs incurred in conjunction with our defense of the actions brought by various states and the Department of Justice (the “DOJ”) as it relates to the

average wholesale price (“AWP”) litigation and the promotional practices of Par Specialty’s marketing of Megace® ES.

(d)

In 2014, subsequent to the Par Sterile acquisition, we eliminated 25 redundant positions within Par Pharmaceutical and accrued severance and other employee-related costs

for those employees affected by the workforce reduction. Additionally, due to a change in our product development strategy, we eliminated 36 redundant positions within our

Irvine location and accrued severance and other employee-related costs for these employees affected by the workforce reduction.

(e)

Consists of transaction-related expenses incurred in connection with the acquisition of Anchen Incorporated and its subsidiary Anchen Pharmaceuticals, Inc. (collectively,

“Anchen”), Par Formulations and Par Sterile as well as transaction-related expenses incurred in connection with the Merger and related transactions.

(f)

During the year ended December 31, 2014 we recorded intangible asset impairments totaling approximately $146.9 million related to an adjustment to the forecasted

operating results for two in-process research and development (“IPR&D”) intangible asset groups and eight Par Pharmaceutical segment products compared to their originally

forecasted operating results at date of acquisition, inclusive of one discontinued product, one partially impaired product primarily due to the contract ending with the partner

and a partially impaired IPR&D project from the Par Sterile acquisition due to an adverse court ruling pertaining to related patent litigation. The estimated fair values of the

assets were determined by completing updated discounted cash flow models.

(g)

We recognized a loss on the sale of product rights of $3.0 million during the fiscal year ended December 31, 2014, related to the sale of multiple ANDAs.

(h)

In February 2014, in conjunction with our acquisition of Par Sterile, we amended certain senior facilities. In accordance with the applicable accounting guidance for debt

modifications and extinguishments, approximately $4.0 million of the existing unamortized deferred financing costs were written off in connection with this repricing.

(i)

Represents the non-cash expense associated with stock-based compensation awards issued to various executive and non-executive employees.

(j)

In connection with the Merger and related transactions, we entered into a management services agreement with an affiliate of TPG (the “Manager”) pursuant to such

agreement, and in exchange for on-going consulting and management advisory services, the Manager receives an annual monitoring fee paid quarterly equal to 1% of EBITDA

as defined under the credit agreement for the Senior Credit Facilities. There is an annual cap of $4.0 million for this fee. The Manager also receives reimbursement for out-of-

pocket expenses incurred in connection with services provided pursuant to the agreement. We recorded an expense of $4.0 million for consulting and management advisory

service fees and out-of-pocket expenses in the year ended December 31, 2014.

(k)

Other includes costs associated with our corporate integrity agreement and additional pharmaceutical manufacturer’s fee charges recorded under PPACA due to

final IRS regulations issued in 2014.

Reconciliation of Non-GAAP Measures

Endo International plc

Adjusted EBITDA, Reconciliation Table

for the Year Ending December 31, 2014

Statement of Operations Data:

(Unaudited)

($ in Thousands)

Net loss attributable to Endo International plc

$ (721,319)

Income tax

(401,840)

Interest expense, net

227,115

Depreciation and amortization

331,651

Inventory step-up

65,582

EBITDA

(498,811)

Other (income) expense, net

(30,174)

Loss on extinguishment of debt

31,817

Stock-based compensation

32,671

Asset impairment charges

22,542

Acquisition-related and integration items

85,534

Certain litigation-related charges, net

1,346,444

Upfront and milestone payments to partners

51,774

Cost reduction initiatives

29,525

Other charges

34,972

Discontinued operations, net of tax

(5,677)

Net income attributable to noncontrolling interests

3,135

Excise tax

54,300

Adjusted EBITDA

$ 1,158,052

Endo International plc

Company Update

September 28, 2015

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