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    Horizon Therapeutics plc Reports Record Third-Quarter 2021 Financial Results; Increasing Full-Year 2021 Net Sales and Adjusted EBITDA Guidance

    11/3/21 7:00:00 AM ET
    $HZNP
    Biotechnology: Pharmaceutical Preparations
    Health Care
    Get the next $HZNP alert in real time by email

    -- Record Third-Quarter 2021 Net Sales of $1.037 Billion Increased 63 Percent; Third-Quarter 2021 GAAP Net Income of $326.5 Million; Record Adjusted EBITDA of $509.0 Million --

    -- Record TEPEZZA® (teprotumumab-trbw) Third-Quarter 2021 Net Sales of $616.4 Million; Increasing Full-Year 2021 Net Sales Guidance to Greater Than $1.625 Billion, Representing Year-Over-Year Growth of More Than 98 Percent --

    -- Record KRYSTEXXA® (pegloticase injection) Third-Quarter 2021 Net Sales of $158.1 Million; KRYSTEXXA Plus Immunomodulation Now at More Than 45 Percent; Increasing Full-Year 2021 Net Sales Guidance to Greater Than $550 Million, Representing Year-Over-Year Growth of More Than 35 Percent --

    -- Increasing Full-Year 2021 Net Sales Guidance to $3.16 Billion to $3.21 Billion, Representing 45 Percent Growth at the Midpoint; Increasing Full-Year 2021 Adjusted EBITDA Guidance to $1.315 Billion to $1.345 Billion, Representing 33 Percent Growth at the Midpoint --

    -- Announced Five New Programs for Development-Stage Candidates Daxdilimab (HZN-7734) and Dazodalibep (HZN-4920) --

    -- Announced Positive Topline Data from MIRROR Trial Evaluating the Use of KRYSTEXXA Plus Methotrexate; 71 Percent of Patients Achieved a Complete Response Rate at Month 6; Expect to Submit a Supplemental Biologics License Application (sBLA) to the U.S. FDA in the First Quarter of 2022 --

    -- Initiated Enrollment in TEPEZZA Chronic Thyroid Eye Disease (TED) Trial; Results Expected in Second Half of 2022 --

    -- Cash Position of $1.07 Billion; Achieved Gross Leverage Target of 2.0 Times at Sept. 30, 2021, Ahead of Year-End 2021 Goal --

    Horizon Therapeutics plc (NASDAQ:HZNP) today announced record third-quarter 2021 financial results and increased both its full-year 2021 net sales and adjusted EBITDA guidance.

    "We generated record results in the third quarter and made significant progress executing our R&D strategy, further expanding our pipeline with five new programs," said Tim Walbert, chairman, president and chief executive officer, Horizon. "In addition to our strong commercial execution with TEPEZZA and KRYSTEXXA, our expanded pipeline positions us to drive future growth and diversification, as well as address the unmet medical needs of many people living with rare, autoimmune and severe inflammatory diseases around the world."

    Financial Highlights
     
    (in millions except for per share amounts and percentages) Q3 21 Q3 20 %

    Change
    YTD 21 YTD 20 %

    Change
     
    Net sales

    $

    1,037.0

    $

    636.4

    63

    $

    2,211.9

    $

    1,455.1

    52

    Net income

     

    326.5

     

    292.8

    12

     

    361.3

     

    199.2

    81

    Non-GAAP net income

     

    413.8

     

    392.2

    6

     

    802.5

     

    559.2

    44

    Adjusted EBITDA

     

    509.0

     

    329.8

    54

     

    921.8

     

    627.7

    47

     
    Earnings per share - diluted

     

    1.38

     

    1.31

    5

     

    1.54

     

    0.95

    62

    Non-GAAP earnings per share - diluted

     

    1.75

     

    1.74

    1

     

    3.41

     

    2.58

    32

    Third Quarter and Recent Company Highlights

    • Announced Five New R&D Programs and Highlighted Expanded Pipeline at Inaugural R&D Day: In September, the Company announced four new programs for its development-stage candidate daxdilimab (HZN-7734) in alopecia areata, discoid lupus erythematosus, dermatomyositis and lupus nephritis and one new program for its development-stage candidate dazodalibep (HZN-4920) in focal segmental glomerulosclerosis. The Company expects to initiate Phase 2 trials in each of these indications in 2022. The new programs, in addition to the Company's R&D strategy and other key programs, were highlighted at the Company's inaugural R&D Day in September.



    • Announced Positive Topline Data from KRYSTEXXA MIRROR Trial: In October, the Company announced positive topline results from the MIRROR Phase 4 randomized, placebo-controlled trial evaluating the use of KRYSTEXXA plus methotrexate. The MIRROR trial results demonstrated that 71 percent of patients who were randomized to receive KRYSTEXXA plus methotrexate achieved a complete response rate at Month 6 (p<0.001), a significant improvement from the 40 percent response rate in patients who were randomized to receive KRYSTEXXA plus placebo. In the Phase 3 clinical program, which evaluated KRYSTEXXA alone compared to placebo, 42 percent of patients receiving KRYSTEXXA achieved a complete response. The Company plans to submit a sBLA to the U.S. FDA in the first quarter of 2022. Full data from the trial is expected to be presented at future medical meetings. KRYSTEXXA plus immunomodulation is a core element of the Company's strategy to maximize the value of KRYSTEXXA and enable more patients with uncontrolled gout to benefit from the medicine.



    • Initiated Enrollment in TEPEZZA Chronic TED Trial: In September, the first patient was enrolled in a Phase 4 randomized, placebo-controlled clinical trial to evaluate the safety and efficacy of TEPEZZA for the treatment of chronic TED. TED is a serious, progressive and potentially vision-threatening rare autoimmune disease. It begins with an acute phase where inflammatory signs and symptoms, such as eye pain, swelling, proptosis (eye bulging) and diplopia (double vision), progress over time. The acute stage is followed by a chronic phase in which inflammation is no longer present or has markedly diminished; however, significant signs and symptoms may remain and continue to impact the quality of life. The objective of the trial is to generate clinical data to better inform physicians and payers about the safety and efficacy of TEPEZZA in patients with chronic TED. Results are expected in the second half of 2022.



    • Presented New UPLIZNA® (inebilizumab-cdon) Data at Key Medical Meetings: New UPLIZNA data were presented at the 15th World Congress on Controversies in Neurology (CONy Virtual), including end-of-study data from the open-label extension period of the Phase 3 trial in patients with neuromyelitis optica spectrum disorder (NMOSD). The data indicated that UPLIZNA may provide durable efficacy and a favorable safety profile for African Americans with NMOSD. Multiple new data were also presented at the virtual 37th Congress of the European Committee for Treatment and Research in Multiple Sclerosis (ECTRIMS) in October. Additionally, a new analysis of data from the Phase 3 trial was published in the Multiple Sclerosis Journal that highlighted a sustained effect on attack risk in people with NMOSD who were treated with UPLIZNA for four or more years.



    • Acquired Biologics Manufacturing Facility in Waterford, Ireland: In July, the Company completed the acquisition of a biologics drug product manufacturing facility in Waterford, Ireland. The Company intends to use the manufacturing facility to support the growth of the Company's on-market medicines, including TEPEZZA, KRYSTEXXA and UPLIZNA, as well as development-stage biologics.



    • Continued to Demonstrate Gender and Ethnicity Pay Equity: A second study conducted by Aon, a leading compensation consulting firm, showed that Horizon continues to demonstrate both gender and ethnicity pay equity. This study was a follow-on study to the gender and pay ethnicity study Aon conducted in 2019. The Company maintained its gender and ethnicity pay equity despite having grown significantly in the two years since the first study, as well as having completed the acquisition of Viela Bio, which included the addition of a significant number of employees.



    • Multiple Additional Recognitions as a Best Workplace: In September, the Company was named one of the "2021 Best Workplaces for Women™" by Fortune and Great Place to Work® for the first time. In addition, the Company was also recognized as one of PEOPLE's "100 Companies That Care®" for the third year. In July, Fortune and Great Place to Work named the Company to the "Best Workplaces for Millennials™" list for the second consecutive year and the Company was the highest ranked biotechnology company on the list. In addition, in October the Company was named one of the Top 100 Adoption-Friendly Workplaces by the Dave Thomas Foundation for Adoption for the third consecutive year. Most recently, Horizon was named to Newsweek's inaugural "Most Loved Workplaces" list, ranking among the top 100 companies recognized for employee happiness and satisfaction at work and was the highest-ranked company in the biotechnology and pharmaceutical category. To date in 2021, the Company has received 11 workplace-related recognitions, reflecting the high level of engagement of its employees.

    Key Clinical Development Programs

    • Daxdilimab (HZN-7734), an anti-ILT7 human monoclonal antibody that depletes certain dendritic cells. Depleting these cells may interrupt the cycle of inflammation that causes tissue damage in diseases such as lupus, and a variety of other autoimmune conditions.



      • Systemic Lupus Erythematosus (SLE) Trial: Phase 2 randomized, placebo-controlled trial underway to evaluate daxdilimab in patients with SLE, a disease in which the body's immune system attacks its own tissues and organs.



      • Alopecia Areata Trial: Phase 2 trial to evaluate daxdilimab in patients with alopecia areata, an autoimmune disorder characterized by nonscarring hair loss, expected to initiate in the first half of 2022.



      • Discoid Lupus Erythematosus (DLE) Trial:Phase 2 trial to evaluate daxdilimab in patients with DLE, a rare, chronic, inflammatory skin condition characterized by lesions that result in scarring, expected to initiate in the first half of 2022.



      • Lupus Nephritis Trial: Phase 2 trial to evaluate daxdilimab in patients with lupus nephritis, a rare, autoimmune disorder characterized by rashes, debilitating muscle weakness and interstitial lung disease, expected to initiate in the second half of 2022.



      • Dermatomyositis Trial: Phase 2 trial to evaluate daxdilimab in patients with dermatomyositis, a rare, autoimmune and inflammatory condition of the kidney, expected to initiate in the second half of 2022.



    • Dazodalibep (HZN-4920), a CD40 ligand antagonist that blocks T cell interaction with the CD40-expressing B cells, disrupting the overactivation of the CD40 ligand co-stimulatory pathway. Several autoimmune diseases are associated with the overactivation of this pathway.



      • Sjögren's Syndrome Trial: Phase 2b randomized, placebo-controlled trial underway to evaluate dazodalibep in patients with Sjögren's syndrome, a chronic, systemic autoimmune condition that impacts exocrine glands, including the salivary and tear glands.



      • Rheumatoid Arthritis Trial: Phase 2 randomized, placebo-controlled trial underway to evaluate dazodalibep in patients with rheumatoid arthritis.



      • Kidney Transplant Rejection Trial: Phase 2 open-label trial underway to evaluate dazodalibep in kidney transplant rejection patients.



      • Focal Segmental Glomerulosclerosis (FSGS) Trial: Phase 2 trial to evaluate dazodalibep in patients with FSGS, a rare kidney disorder characterized by scarring of glomeruli, expected to initiate in the second half of 2022.



    • HZN-825, an oral lysophosphatidic acid receptor 1 (LPAR1) antagonist that prevents gene activation.



      • Diffuse Cutaneous Systemic Sclerosis Trial: Pivotal Phase 2b trial to evaluate HZN-825 in diffuse cutaneous systemic sclerosis, expected to initiate in the fourth quarter of 2021.



      • Interstitial Lung Disease Trial: Pivotal Phase 2b trial to evaluate HZN-825 in idiopathic pulmonary fibrosis, the most common form of interstitial lung disease, expected to initiate in the fourth quarter of 2021.



    • UPLIZNA, an anti-CD19 humanized monoclonal antibody that depletes B cells, including the pathogenic cells that produce autoantibodies.



      • Myasthenia Gravis Trial:Phase 3 randomized, placebo-controlled trial underway to evaluate UPLIZNA in patients with myasthenia gravis, a chronic, rare, autoimmune neuromuscular disease that affects voluntary muscles, especially those that control the eyes, mouth, throat and limbs.



      • IgG4-Related Disease Trial: Phase 3 randomized, placebo-controlled trial underway to evaluate UPLIZNA in patients with IgG4-related disease, which is a group of disorders marked by tumor-like swelling and fibrosis of affected organs, such as the pancreas, salivary glands and kidneys.



      • Kidney Transplant Desensitization Trial: Phase 2 open-label trial underway to evaluate UPLIZNA, dazodalibep or both in highly sensitized patients waiting for a kidney transplant.



    • TEPEZZA, an insulin-like growth factor type 1 receptor (IGF-1R) antagonist monoclonal antibody.



      • Chronic TED Trial: Phase 4 randomized, placebo-controlled trial initiated in September 2021 to evaluate TEPEZZA in chronic TED.



      • Subcutaneous (SC) Administration Trial:Phase 1 pharmacokinetic trial underway to explore SC administration of TEPEZZA.



      • Diffuse Cutaneous Systemic Sclerosis Exploratory Trial: Phase 1 exploratory trial to evaluate TEPEZZA in diffuse cutaneous systemic sclerosis expected to initiate in the fourth quarter of 2021.



    • KRYSTEXXA, a recombinant uricase enzyme that converts urate into a water-soluble liquid, allantoin, that can be easily excreted from the body.



      • MIRROR Trial: Phase 4 randomized, placebo-controlled trial to evaluate KRYSTEXXA plus methotrexate to increase the complete response rate in patients with uncontrolled gout. Topline results were announced on Oct. 25, 2021. The results demonstrated that 71 percent of patients who were randomized to receive KRYSTEXXA plus methotrexate achieved a complete response rate at Month 6 (p<0.001), a significant improvement from the 40 percent response rate in patients who were randomized to receive KRYSTEXXA plus placebo.



      • PROTECT Trial: Phase 4 open-label trial to evaluate KRYSTEXXA to improve management of uncontrolled gout in kidney transplant patients. This trial is completed, and final results will be presented at American Society of Nephrology (ASN) Kidney Week 2021 later this week.



      • Shorter Infusion Duration Trial: Phase 4 open-label trial underway to evaluate the impact of administering KRYSTEXXA plus methotrexate over a shorter infusion duration in patients with uncontrolled gout.



      • Monthly Dosing Trial:Phase 4 open-label trial underway to evaluate monthly dosing of KRYSTEXXA plus methotrexate in patients with uncontrolled gout.



      • Retreatment Trial: Phase 4 open-label trial underway to evaluate KRYSTEXXA plus methotrexate in patients who were not complete responders to KRYSTEXXA monotherapy.



    • HZN-1116 Autoimmune Disease Trial: Phase 1 trial initiated in July 2021 to evaluate HZN-1116, a monoclonal antibody, in patients with autoimmune diseases.

    Third-Quarter Financial Results

    Note: For additional detail and reconciliation of non-GAAP financial measures to the most directly comparable GAAP financial measures, please refer to the tables at the end of this release.

    • Net Sales: Third-quarter 2021 net sales were $1.037 billion, an increase of 63 percent compared to the third quarter of 2020.



    • Gross Profit: Under U.S. GAAP, the third-quarter 2021 gross profit ratio was 75.7 percent compared to 76.2 percent in the third quarter of 2020. The non-GAAP gross profit ratio in the third quarter of 2021 was 85.4 percent compared to 86.7 percent in the third quarter of 2020.



    • Operating Expenses: R&D expenses were 9.0 percent of net sales and SG&A expenses were 34.7 percent of net sales. Non-GAAP R&D expenses were 7.2 percent of net sales and non-GAAP SG&A expenses were 29.0 percent of net sales.



    • Income Tax Expense (Benefit): On a GAAP basis in the third quarter of 2021, income tax benefit was $19.3 million. Third-quarter non-GAAP income tax expense was $73.8 million.



    • Net Income: In the third-quarter of 2021, net income on a GAAP and non-GAAP basis was $326.5 million and $413.8 million, respectively.



    • Adjusted EBITDA: Third-quarter 2021 adjusted EBITDA was $509.0 million.



    • Earnings per Share: On a GAAP basis, diluted earnings per share in the third quarter of 2021 and 2020 were $1.38 and $1.31, respectively. Non-GAAP diluted earnings per share in the third quarter of 2021 and 2020 were $1.75 and $1.74, respectively. Weighted average shares outstanding used for calculating GAAP and non-GAAP diluted earnings per share in the third quarter of 2021 were 236.2 million.

    Third-Quarter Segment Results

    Management uses net sales and segment operating income to evaluate the performance of the Company's two segments, the orphan segment and the inflammation segment. While segment operating income contains certain adjustments to the directly comparable GAAP figures in the Company's consolidated financial results, it is considered to be prepared in accordance with GAAP for purposes of presenting the Company's segment operating results.

    Orphan Segment
    (in millions except for percentages) Q3 21 Q3 20 %

    Change
    YTD 21 YTD 20 %

    Change
     
     
    TEPEZZA®

     

    616.4

     

    286.9

    115

     

     

    1,071.7

     

    476.3

    125

     

    KRYSTEXXA®

     

    158.1

     

    108.5

    46

     

     

    395.2

     

    276.9

    43

     

    RAVICTI®(1)

     

    76.2

     

    64.6

    18

     

     

    217.6

     

    191.4

    14

     

    PROCYSBI®

     

    49.3

     

    43.1

    14

     

     

    142.5

     

    122.8

    16

     

    ACTIMMUNE®

     

    30.1

     

    28.3

    6

     

     

    86.6

     

    83.1

    4

     

    UPLIZNA®(2)

     

    18.7

     

    -

    NM

     

     

    35.0

     

    -

    NM

     

    BUPHENYL®(1)

     

    1.9

     

    3.2

    (42

    )

     

    5.8

     

    8.4

    (31

    )

    QUINSAIRTM

     

    0.3

     

    0.2

    84

     

     

    0.7

     

    0.5

    47

     

    Orphan Net Sales

    $

    951.0

    $

    534.8

    78

     

    $

    1,955.1

    $

    1,159.4

    69

     

     
    Orphan Segment Operating Income

    $

    476.2

    $

    274.7

    73

     

    $

    798.5

    $

    480.6

    66

     

    (1) On Oct. 27, 2020, the Company sold its rights to develop and commercialize RAVICTI and BUPHENYL in Japan to Medical Need Europe AB, part of the Immedica Group. The Company has retained the rights to RAVICTI and BUPHENYL in North America.

    (2) UPLIZNA was acquired on March 15, 2021.

    • Third-quarter 2021 net sales of the orphan segment, the Company's strategic growth segment, were $951.0 million, an increase of 78 percent over the prior year's quarter, driven by the strong performance of TEPEZZA, KRYSTEXXA, RAVICTI, PROCYSBI and ACTIMMUNE. The orphan segment represented 92 percent of total company third-quarter net sales.



    • KRYSTEXXA third-quarter 2021 net sales increased 46 percent year-over-year driven by increased adoption of KRYSTEXXA plus immunomodulation, which now exceeds 45 percent. In addition, the Company continues to see strong uptake of KRYSTEXXA from both rheumatologists and nephrologists.



    • Third-quarter 2021 orphan segment operating income was $476.2 million, which includes additional investment associated with TEPEZZA, UPLIZNA and the Company's pipeline programs.

    Inflammation Segment

    (in millions except for percentages) Q3 21 Q3 20 %

    Change
    YTD 21 YTD 20 %

    Change
     
    PENNSAID 2%®

     

    48.0

     

    50.3

    (5

    )

     

    142.7

     

    126.9

    12

     

    DUEXIS®(1)

     

    20.9

     

    27.9

    (25

    )

     

    62.5

     

    87.1

    (28

    )

    RAYOS®

     

    14.9

     

    18.1

    (18

    )

     

    43.6

     

    50.8

    (14

    )

    VIMOVO®(2)

     

    2.2

     

    5.3

    (58

    )

     

    8.1

     

    30.9

    (74

    )

    Inflammation Net Sales

    $

    86.0

    $

    101.6

    (15

    )

    $

    256.9

    $

    295.7

    (13

    )

     
    Inflammation Segment Operating Income

    $

    34.1

    $

    55.1

    (38

    )

    $

    123.6

    $

    145.1

    (15

    )

     

    (1) On Aug. 4, 2021, Alkem Laboratories, Inc. initiated an at-risk launch of generic DUEXIS in the United States.

    (2) On Feb. 27, 2020, Dr. Reddy's Laboratory initiated an at-risk launch of generic VIMOVO in the United States.

    • Third-quarter 2021 net sales of the inflammation segment were $86.0 million, and segment operating income was $34.1 million.

    Cash Flow Statement and Balance Sheet Highlights

    • On a GAAP basis, operating cash flow in the third quarter of 2021 was $411.0 million. Non-GAAP operating cash flow was $432.3 million.
    • As of Sept. 30, 2021, the Company had cash and cash equivalents of $1.069 billion.
    • As of Sept. 30, 2021, the total principal amount of debt outstanding was $2.610 billion, and the gross-debt-to-last-12-months adjusted EBITDA leverage ratio was 2.0 times.

    2021 Guidance

    The Company now expects full‐year 2021 net sales to range between $3.16 billion and $3.21 billion, representing 45 percent growth at the midpoint and an increase from the previous range of $3.025 billion to $3.125 billion. The company now expects TEPEZZA full-year 2021 net sales of greater than $1.625 billion with year-over-year growth of more than 60 percent in the fourth quarter, compared to the previous guidance of greater than $1.550 billion with year-over-year growth of more than 50 percent in the fourth quarter. The Company now expects KRYSTEXXA full-year 2021 net sales of greater than $550 million, compared to the previous guidance of greater than $500 million. Full-year 2021 adjusted EBITDA is now expected to range between $1.315 billion and $1.345 billion, representing 33 percent growth at the midpoint and an increase from the previous guidance range of $1.26 billion to $1.30 billion.

    Webcast

    At 8 a.m. EST / 12 p.m. GMT today, the Company will host a live webcast to review its financial and operating results and provide a general business update. The live webcast and a replay may be accessed at http://ir.horizontherapeutics.com. Please connect to the Company's website at least 15 minutes prior to the live webcast to ensure adequate time for any software download that may be needed to access the webcast. A replay of the webcast will be available approximately two hours after the live webcast.

    About Horizon

    Horizon is focused on the discovery, development and commercialization of medicines that address critical needs for people impacted by rare, autoimmune and severe inflammatory diseases. Our pipeline is purposeful: we apply scientific expertise and courage to bring clinically meaningful therapies to patients. We believe science and compassion must work together to transform lives. For more information on how we go to incredible lengths to impact lives, please visit www.horizontherapeutics.com and follow us on Twitter, LinkedIn, Instagram and Facebook.

    Note Regarding Use of Non-GAAP Financial Measures

    EBITDA, or earnings before interest, taxes, depreciation and amortization, and adjusted EBITDA are used and provided by Horizon as non-GAAP financial measures. Horizon provides certain other financial measures such as non-GAAP net income, non-GAAP diluted earnings per share, non-GAAP gross profit and gross profit ratio, non-GAAP operating expenses, non-GAAP operating income, non-GAAP tax (benefit) and tax rate and non-GAAP operating cash flow, each of 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 acquisition and/or divestiture-related expenses, gain or loss from divestiture, gain or loss from sale of assets, upfront, progress and milestone payments related to license and collaboration agreements, litigation settlements, loss on debt extinguishment, costs of debt refinancing, drug manufacturing harmonization costs, restructuring and realignment costs, the income tax effect on pre-tax non-GAAP adjustments and other non-GAAP income tax adjustments, as well as non-cash items such as share-based compensation, depreciation and amortization, non-cash interest expense, long-lived asset impairment charges 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 2021 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. For example, adjusted EBITDA is used by Horizon as one measure of management performance under certain incentive compensation arrangements. 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 2021 adjusted EBITDA outlook to an expected net income (loss) outlook because certain items such as acquisition/divestiture-related expenses and share-based compensation that are a component of net income (loss) cannot be reasonably projected due to the significant impact of changes in Horizon's stock price, the variability associated with the size or timing of acquisitions/divestitures and other factors. These components of net income (loss) could significantly impact Horizon's actual net income (loss).

    Forward-Looking Statements

    This press release contains forward-looking statements, including, but not limited to, statements related to Horizon's full-year 2021 net sales and adjusted EBITDA guidance; expected financial performance and operating results in future periods, including potential growth in net sales of certain of Horizon's medicines; development, manufacturing and commercialization plans; expected timing of clinical trials, availability of clinical data and regulatory submissions; potential market opportunity for and benefits of Horizon's medicines and medicine candidates 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; Horizon's ability to grow net sales from existing medicines; impacts of the COVID-19 pandemic and actions taken to slow its spread, including impacts on supplies and net sales of Horizon's medicines and potential delays in clinical trials; the fact that Horizon's full-year 2021 net sales, adjusted EBITDA and TEPEZZA net sales guidance and the expected timing of certain TEPEZZA clinical trials assume that future committed manufacturing slots for TEPEZZA are not cancelled and are run successfully, which could be impacted by additional government-mandated COVID-19 vaccine production orders and other risks associated with the manufacture of biologic medicines; risks associated with acquisitions, such as the risk that the businesses will not be integrated successfully, that such integration may be more difficult, time-consuming or costly than expected or that the expected benefits of the transaction will not occur; the availability of coverage and adequate reimbursement and pricing from government and third-party payers; risks relating to Horizon's ability to successfully implement its business strategies, including its manufacturing and global expansion strategy; risks inherent in developing novel medicine candidates and existing medicines for new indications; risks associated with regulatory approvals; risks in the ability to recruit, train and retain qualified personnel; competition, including potential 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 press release as a result of new information.

    Horizon Therapeutics plc
    Condensed Consolidated Statements of Operations (Unaudited)
    (in thousands, except share and per share data)
     

    Three Months Ended September 30,

     

    Nine Months Ended September 30,

    2021

     

    2020

     

    2021

     

    2020

     
    Net sales

    $

    1,036,992

     

    $

    636,427

     

    $

    2,211,946

     

    $

    1,455,115

     

    Cost of goods sold

     

    251,640

     

     

    151,475

     

     

    553,003

     

     

    370,406

     

    Gross profit

     

    785,352

     

     

    484,952

     

     

    1,658,943

     

     

    1,084,709

     

     
    OPERATING EXPENSES:
    Research and development

     

    93,549

     

     

    30,206

     

     

    291,076

     

     

    138,483

     

    Selling, general and administrative

     

    360,260

     

     

    226,164

     

     

    1,047,456

     

     

    696,271

     

    Impairment of long-lived asset

     

    -

     

     

    -

     

     

    12,371

     

     

    -

     

    Gain on sale of asset

     

    -

     

     

    -

     

     

    (2,000

    )

     

    -

     

    Total operating expenses

     

    453,809

     

     

    256,370

     

     

    1,348,903

     

     

    834,754

     

    Operating income

     

    331,543

     

     

    228,582

     

     

    310,040

     

     

    249,955

     

     
    OTHER EXPENSE, NET:
    Interest expense, net

     

    (22,977

    )

     

    (12,185

    )

     

    (59,018

    )

     

    (48,100

    )

    Loss on debt extinguishment

     

    -

     

     

    (14,602

    )

     

    -

     

     

    (31,856

    )

    Foreign exchange (loss) gain

     

    (476

    )

     

    (753

    )

     

    (1,363

    )

     

    306

     

    Other (expense) income, net

     

    (849

    )

     

    717

     

     

    2,113

     

     

    1,791

     

    Total other expense, net

     

    (24,302

    )

     

    (26,823

    )

     

    (58,268

    )

     

    (77,859

    )

     
    Income before benefit for income taxes

     

    307,241

     

     

    201,759

     

     

    251,772

     

     

    172,096

     

    Benefit for income taxes

     

    (19,302

    )

     

    (91,081

    )

     

    (109,537

    )

     

    (27,143

    )

    Net income

    $

    326,543

     

    $

    292,840

     

    $

    361,309

     

    $

    199,239

     

     
    Net income per ordinary share - basic

    $

    1.44

     

    $

    1.38

     

    $

    1.61

     

    $

    1.00

     

     
    Weighted average ordinary shares outstanding - basic

     

    226,096,747

     

     

    212,320,219

     

     

    225,053,704

     

     

    198,413,779

     

     
    Net income per ordinary share - diluted

    $

    1.38

     

    $

    1.31

     

    $

    1.54

     

    $

    0.95

     

     
    Weighted average ordinary shares outstanding - diluted

     

    236,198,789

     

     

    223,743,903

     

     

    235,256,424

     

     

    208,678,460

     

    Horizon Therapeutics plc
    Condensed Consolidated Balance Sheets (Unaudited)
    (in thousands, except share data)
     
    As of
    September 30,

    2021
    December 31,

    2020
    ASSETS
    CURRENT ASSETS:
    Cash and cash equivalents

    $

    1,068,547

     

    $

    2,079,906

     

    Restricted cash

     

    3,839

     

     

    3,573

     

    Accounts receivable, net

     

    775,371

     

     

    659,701

     

    Inventories, net

     

    237,434

     

     

    75,283

     

    Prepaid expenses and other current assets

     

    328,730

     

     

    251,945

     

    Total current assets

     

    2,413,921

     

     

    3,070,408

     

    Property, plant and equipment, net

     

    285,837

     

     

    189,037

     

    Developed technology and other intangible assets, net

     

    3,051,135

     

     

    1,782,962

     

    In-process research and development

     

    880,000

     

     

    -

     

    Goodwill

     

    1,069,031

     

     

    413,669

     

    Deferred tax assets, net

     

    782,852

     

     

    560,841

     

    Other assets

     

    125,912

     

     

    55,699

     

    Total assets

    $

    8,608,688

     

    $

    6,072,616

     

     
    LIABILITIES AND SHAREHOLDERS' EQUITY
    CURRENT LIABILITIES:
    Accounts payable

    $

    50,724

     

    $

    37,710

     

    Accrued expenses and other current liabilities

     

    483,833

     

     

    485,567

     

    Accrued trade discounts and rebates

     

    303,486

     

     

    352,463

     

    Long-term debt—current portion

     

    16,000

     

     

    -

     

    Total current liabilities

     

    854,043

     

     

    875,740

     

     
    LONG-TERM LIABILITIES:
    Long-term debt, net

     

    2,557,864

     

     

    1,003,379

     

    Deferred tax liabilities, net

     

    591,552

     

     

    66,474

     

    Other long-term liabilities

     

    155,015

     

     

    101,672

     

    Total long-term liabilities

     

    3,304,431

     

     

    1,171,525

     

     
    COMMITMENTS AND CONTINGENCIES
    SHAREHOLDERS' EQUITY:
    Ordinary shares, $0.0001 nominal value; 600,000,000 shares
    authorized at September 30, 2021 and December 31, 2020;
    227,026,047 and 221,721,674 shares issued at September 30, 2021
    and December 31, 2020, respectively; and 226,641,681 and 221,337,308 shares
    outstanding at September 30, 2021 and December 31, 2020, respectively

     

    22

     

     

    22

     

    Treasury stock, 384,366 ordinary shares at September 30, 2021 and December 31, 2020

     

    (4,585

    )

     

    (4,585

    )

    Additional paid-in capital

     

    4,310,886

     

     

    4,245,945

     

    Accumulated other comprehensive loss

     

    (1,532

    )

     

    (145

    )

    Retained earnings (accumulated deficit)

     

    145,423

     

     

    (215,886

    )

    Total shareholders' equity

     

    4,450,214

     

     

    4,025,351

     

    Total liabilities and shareholders' equity

    $

    8,608,688

     

    $

    6,072,616

     

    Horizon Therapeutics plc

    Condensed Consolidated Statements of Cash Flows (Unaudited)

    (in thousands)

     

    Three Months Ended September 30,

     

    Nine Months Ended September 30,

    2021

     

    2020

     

    2021

     

    2020

     
    CASH FLOWS FROM OPERATING ACTIVITIES:
    Net income

    $

    326,543

     

    $

    292,840

     

    $

    361,309

     

    $

    199,239

     

    Adjustments to reconcile net income to net cash provided by operating activities:
    Depreciation and amortization expense

     

    94,480

     

     

    70,510

     

     

    257,216

     

     

    209,906

     

    Equity-settled share-based compensation

     

    54,804

     

     

    30,356

     

     

    170,394

     

     

    113,834

     

    Acquired in-process research and development expense

     

    -

     

     

    -

     

     

    46,500

     

     

    47,517

     

    Loss on debt extinguishment

     

    -

     

     

    14,602

     

     

    -

     

     

    31,856

     

    Impairment of long-lived asset

     

    -

     

     

    -

     

     

    12,371

     

     

    -

     

    Amortization of debt discount and deferred financing costs

     

    1,500

     

     

    1,208

     

     

    3,740

     

     

    12,025

     

    Gain on sale of asset

     

    -

     

     

    -

     

     

    (2,000

    )

     

    -

     

    Deferred income taxes

     

    (129,819

    )

     

    (3,480

    )

     

    (147,934

    )

     

    (8,041

    )

    Foreign exchange and other adjustments

     

    1,958

     

     

    423

     

     

    (1,494

    )

     

    1,084

     

    Changes in operating assets and liabilities:
    Accounts receivable

     

    (39,762

    )

     

    (162,267

    )

     

    (107,776

    )

     

    (297,392

    )

    Inventories

     

    21,219

     

     

    (10,986

    )

     

    (10,494

    )

     

    (23,329

    )

    Prepaid expenses and other current assets

     

    34,333

     

     

    (62,816

    )

     

    (60,790

    )

     

    (83,226

    )

    Accounts payable

     

    (2,666

    )

     

    (65,846

    )

     

    7,640

     

     

    17,709

     

    Accrued trade discounts and rebates

     

    (2,825

    )

     

    34,170

     

     

    (50,838

    )

     

    (143,551

    )

    Accrued expenses and other current liabilities

     

    59,021

     

     

    (24,675

    )

     

    34,380

     

     

    56,830

     

    Other non-current assets and liabilities

     

    (7,746

    )

     

    (5,176

    )

     

    (15,510

    )

     

    11,410

     

    Net cash provided by operating activities

     

    411,040

     

     

    108,863

     

     

    496,714

     

     

    145,871

     

    CASH FLOWS FROM INVESTING ACTIVITIES:
    Purchases of property, plant and equipment

     

    (27,440

    )

     

    (13,429

    )

     

    (59,695

    )

     

    (133,399

    )

    Payments for long-term investments, net

     

    (2,219

    )

     

    (8,937

    )

     

    (9,797

    )

     

    (8,937

    )

    Payments for acquisitions, net of cash acquired

     

    (67,945

    )

     

    -

     

     

    (2,843,275

    )

     

    (262,305

    )

    Change in escrow deposit for property purchase

     

    -

     

     

    -

     

     

    -

     

     

    6,000

     

    Proceeds from sale of asset

     

    2,000

     

     

    -

     

     

    2,000

     

     

    -

     

    Payments related to license agreements

     

    (46,500

    )

     

    -

     

     

    (46,500

    )

     

    -

     

    Net cash used in investing activities

     

    (142,104

    )

     

    (22,366

    )

     

    (2,957,267

    )

     

    (398,641

    )

    CASH FLOWS FROM FINANCING ACTIVITIES:
    Repayment of senior notes

     

    -

     

     

    (1,739

    )

     

    -

     

     

    (1,739

    )

    Net proceeds from the issuance of ordinary shares

     

    -

     

     

    919,995

     

     

    -

     

     

    919,995

     

    Net proceeds from term loans

     

    -

     

     

    -

     

     

    1,574,993

     

     

    -

     

    Repayment of term loans

     

    (4,000

    )

     

    -

     

     

    (8,000

    )

     

    -

     

    Proceeds from the issuance of ordinary shares in conjunction with ESPP program

     

    -

     

     

    -

     

     

    11,482

     

     

    7,979

     

    Proceeds from the issuance of ordinary shares in connection with stock option exercises

     

    12,174

     

     

    8,112

     

     

    40,013

     

     

    33,999

     

    Payment of employee withholding taxes relating to share-based awards

     

    (16,429

    )

     

    (6,743

    )

     

    (158,077

    )

     

    (59,752

    )

    Net cash (used in) provided by financing activities

     

    (8,255

    )

     

    919,625

     

     

    1,460,411

     

     

    900,482

     

     
    Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash

     

    (4,452

    )

     

    1,166

     

     

    (10,951

    )

     

    1,225

     

     
    Net increase (decrease) in cash, cash equivalents and restricted cash

     

    256,229

     

     

    1,007,288

     

     

    (1,011,093

    )

     

    648,937

     

    Cash, cash equivalents and restricted cash, beginning of the period(1)

     

    816,157

     

     

    721,688

     

     

    2,083,479

     

     

    1,080,039

     

    Cash, cash equivalents and restricted cash, end of the period(1)

    $

    1,072,386

     

    $

    1,728,976

     

    $

    1,072,386

     

    $

    1,728,976

     

     

    (1) Amounts include restricted cash balance in accordance with ASU No. 2016-18. Cash and cash equivalents excluding restricted cash are shown on the balance sheet.

    Horizon Therapeutics plc
    GAAP to Non-GAAP Reconciliations
    Net Income and Earnings Per Share (Unaudited)
    (in thousands, except share and per share data)
     

    Three Months Ended September 30,

     

    Nine Months Ended September 30,

    2021

     

    2020

     

    2021

     

    2020

     
    GAAP net income

    $

    326,543

     

    $

    292,840

     

    $

    361,309

     

    $

    199,239

     

    Non-GAAP adjustments:
    Acquisition/divestiture-related costs

     

    9,228

     

     

    199

     

     

    88,166

     

     

    47,296

     

    Restructuring and realignment costs

     

    680

     

     

    -

     

     

    7,703

     

     

    -

     

    Manufacturing plant start-up costs

     

    1,712

     

     

    -

     

     

    1,712

     

     

    -

     

    Amortization and step-up:
    Intangible amortization expense

     

    90,368

     

     

    65,353

     

     

    245,260

     

     

    190,677

     

    Inventory step-up expense

     

    8,912

     

     

    -

     

     

    16,914

     

     

    -

     

    Amortization of debt discount and deferred financing costs

     

    1,500

     

     

    1,208

     

     

    3,740

     

     

    12,025

     

    Impairment of long-lived assets

     

    -

     

     

    -

     

     

    12,371

     

     

    1,072

     

    Gain on sale of asset

     

    -

     

     

    -

     

     

    (2,000

    )

     

    -

     

    Share-based compensation

     

    54,804

     

     

    30,356

     

     

    170,394

     

     

    113,834

     

    Depreciation

     

    4,112

     

     

    5,157

     

     

    11,956

     

     

    19,229

     

    Litigation settlement

     

    5,000

     

     

    -

     

     

    5,000

     

     

    -

     

    Upfront, progress and milestone payments related to
    license and collaboration agreements

     

    4,000

     

     

    -

     

     

    53,500

     

     

    3,000

     

    Fees related to refinancing activities

     

    -

     

     

    -

     

     

    -

     

     

    54

     

    Loss on debt extinguishment

     

    -

     

     

    14,602

     

     

    -

     

     

    31,856

     

    Drug substance harmonization costs

     

    -

     

     

    193

     

     

    -

     

     

    483

     

    Total of pre-tax non-GAAP adjustments

     

    180,316

     

     

    117,068

     

     

    614,716

     

     

    419,526

     

    Income tax effect of pre-tax non-GAAP adjustments

     

    (37,102

    )

     

    (23,063

    )

     

    (148,353

    )

     

    (80,122

    )

    Other non-GAAP income tax adjustments

     

    (56,007

    )

     

    5,331

     

     

    (25,126

    )

     

    20,541

     

    Total of non-GAAP adjustments

     

    87,207

     

     

    99,336

     

     

    441,237

     

     

    359,945

     

    Non-GAAP net income

    $

    413,750

     

    $

    392,176

     

    $

    802,546

     

    $

    559,184

     

     
     
    Non-GAAP Earnings Per Share:
     
    Weighted average ordinary shares - Basic

     

    226,096,747

     

     

    212,320,219

     

     

    225,053,704

     

     

    198,413,779

     

     
    Non-GAAP Earnings Per Share - Basic:
    GAAP earnings per share - Basic

    $

    1.44

     

    $

    1.38

     

    $

    1.61

     

    $

    1.00

     

    Non-GAAP adjustments

     

    0.39

     

     

    0.47

     

     

    1.96

     

     

    1.82

     

    Non-GAAP earnings per share - Basic

    $

    1.83

     

    $

    1.85

     

    $

    3.57

     

    $

    2.82

     

     
    Non-GAAP net income

    $

    413,750

     

    $

    392,176

     

    $

    802,546

     

    $

    559,184

     

    Effect of assumed exchange of Exchangeable Senior Notes, net of tax

     

    -

     

     

    223

     

     

    -

     

     

    3,789

     

    Numerator - non-GAAP net income

    $

    413,750

     

    $

    392,399

     

    $

    802,546

     

    $

    562,973

     

     
    Weighted average ordinary shares - Diluted
    Weighted average ordinary shares - Basic

     

    226,096,747

     

     

    212,320,219

     

     

    225,053,704

     

     

    198,413,779

     

    Ordinary share equivalents

     

    10,102,042

     

     

    12,959,618

     

     

    10,202,720

     

     

    19,431,212

     

    Denominator - weighted average ordinary shares – Diluted

     

    236,198,789

     

     

    225,279,837

     

     

    235,256,424

     

     

    217,844,991

     

     
    Non-GAAP Earnings Per Share - Diluted
    GAAP earnings per share - Diluted

    $

    1.38

     

    $

    1.31

     

    $

    1.54

     

    $

    0.95

     

    Non-GAAP adjustments

     

    0.37

     

     

    0.43

     

     

    1.87

     

     

    1.63

     

    Non-GAAP earnings per share - Diluted

    $

    1.75

     

    $

    1.74

     

    $

    3.41

     

    $

    2.58

     

    Horizon Therapeutics plc
    GAAP to Non-GAAP Reconciliations

    EBITDA and Adjusted EBITDA (Unaudited)

    (in thousands)
     

    Three Months Ended September 30,

     

    Nine Months Ended September 30,

    2021

     

    2020

     

    2021

     

    2020

     
     
     
    GAAP net income

    $

    326,543

     

    $

    292,840

     

    $

    361,309

     

    $

    199,239

     

    Depreciation

     

    4,112

     

     

    5,157

     

     

    11,956

     

     

    19,229

     

    Amortization and step-up:

    Intangible amortization expense

     

    90,368

     

     

    65,353

     

     

    245,260

     

     

    190,677

     

    Inventory step-up expense

     

    8,912

     

     

    -

     

     

    16,914

     

     

    -

     

    Interest expense, net (including amortization of

    debt discount and deferred financing costs)

     

    22,977

     

     

    12,185

     

     

    59,018

     

     

    48,100

     

    Benefit for income taxes

     

    (19,302

    )

     

    (91,081

    )

     

    (109,537

    )

     

    (27,143

    )

    EBITDA

    $

    433,610

     

    $

    284,454

     

    $

    584,920

     

    $

    430,102

     

    Other non-GAAP adjustments:
    Acquisition/divestiture-related costs

     

    9,228

     

     

    199

     

     

    88,166

     

     

    47,296

     

    Restructuring and realignment costs

     

    680

     

     

    -

     

     

    7,703

     

     

    -

     

    Manufacturing plant start-up costs

     

    1,712

     

     

    -

     

     

    1,712

     

     

    -

     

    Impairment of long-lived assets

     

    -

     

     

    -

     

     

    12,371

     

     

    1,072

     

    Gain on sale of asset

     

    -

     

     

    -

     

     

    (2,000

    )

     

    -

     

    Share-based compensation

     

    54,804

     

     

    30,356

     

     

    170,394

     

     

    113,834

     

    Litigation settlement

     

    5,000

     

     

    -

     

     

    5,000

     

     

    -

     

    Upfront, progress and milestone payments related to
    license and collaboration agreements

     

    4,000

     

     

    -

     

     

    53,500

     

     

    3,000

     

    Fees related to refinancing activities

     

    -

     

     

    -

     

     

    -

     

     

    54

     

    Loss on debt extinguishment

     

    -

     

     

    14,602

     

     

    -

     

     

    31,856

     

    Drug substance harmonization costs

     

    -

     

     

    193

     

     

    -

     

     

    483

     

    Total of other non-GAAP adjustments

     

    75,424

     

     

    45,350

     

     

    336,846

     

     

    197,595

     

    Adjusted EBITDA

    $

    509,034

     

    $

    329,804

     

    $

    921,766

     

    $

    627,697

     

    Horizon Therapeutics plc

    GAAP to Non-GAAP Reconciliations

    Operating Income (Unaudited)

    (in thousands)
     

    Three Months Ended September 30,

     

    Nine Months Ended September 30,

    2021

     

    2020

     

    2021

     

    2020

     

     

     

     

     

     
    GAAP operating income

    $

    331,543

     

    $

    228,582

     

    $

    310,040

     

    $

    249,955

    Non-GAAP adjustments:
    Acquisition/divestiture-related costs

     

    9,224

     

     

    144

     

     

    89,241

     

     

    47,416

    Restructuring and realignment costs

     

    680

     

     

    -

     

     

    7,703

     

     

    -

    Manufacturing plant start-up costs

     

    1,712

     

     

    -

     

     

    1,712

     

     

    -

    Amortization and step-up:
    Intangible amortization expense

     

    90,368

     

     

    65,353

     

     

    245,260

     

     

    190,677

    Inventory step-up expense

     

    8,912

     

     

    -

     

     

    16,914

     

     

    -

    Impairment of long-lived assets

     

    -

     

     

    -

     

     

    12,371

     

     

    1,072

    Gain on sale of asset

     

    -

     

     

    -

     

     

    (2,000

    )

     

    -

    Share-based compensation

     

    54,804

     

     

    30,356

     

     

    170,394

     

     

    113,834

    Depreciation

     

    4,111

     

     

    5,157

     

     

    11,955

     

     

    19,229

    Litigation settlement

     

    5,000

     

     

    -

     

     

    5,000

     

     

    -

    Upfront, progress and milestone payments related to
    license and collaboration agreements

     

    4,000

     

     

    -

     

     

    53,500

     

     

    3,000

    Fees related to refinancing activities

     

    -

     

     

    -

     

     

    -

     

     

    54

    Drug substance harmonization costs

     

    -

     

     

    193

     

     

    -

     

     

    483

    Total of non-GAAP adjustments

     

    178,811

     

     

    101,203

     

     

    612,050

     

     

    375,765

    Non-GAAP operating income

    $

    510,354

     

    $

    329,785

     

    $

    922,090

     

    $

    625,720

     
    Orphan segment operating income

     

    476,225

     

     

    274,687

     

     

    798,514

     

     

    480,584

    Inflammation segment operating income

     

    34,129

     

     

    55,098

     

     

    123,576

     

     

    145,136

    Total segment operating income

    $

    510,354

     

    $

    329,785

     

    $

    922,090

     

    $

    625,720

     
    Foreign exchange (loss) gain

     

    (476

    )

     

    (753

    )

     

    (1,363

    )

     

    306

    Other (expense) income, net

     

    (844

    )

     

    772

     

     

    1,039

     

     

    1,671

    Adjusted EBITDA

    $

    509,034

     

    $

    329,804

     

    $

    921,766

     

    $

    627,697

    Horizon Therapeutics plc

    GAAP to Non-GAAP Reconciliations

    Gross Profit and Operating Cash Flow (Unaudited)

    (in thousands, except percentages)

     

    Three Months Ended September 30,

     

    Nine Months Ended September 30,

    2021

     

    2020

     

    2021

     

    2020

    Non-GAAP Gross Profit:
     
    GAAP gross profit

    $

    785,352

     

    $

    484,952

     

    $

    1,658,943

     

    $

    1,084,709

     

    Non-GAAP gross profit adjustments:
    Acquisition/divestiture-related costs

     

    (204

    )

     

    -

     

     

    (75

    )

     

    -

     

    Intangible amortization expense

     

    89,892

     

     

    65,149

     

     

    244,382

     

     

    190,070

     

    Inventory step-up expense

     

    8,912

     

     

    -

     

     

    16,914

     

     

    -

     

    Share-based compensation

     

    1,795

     

     

    1,566

     

     

    6,875

     

     

    5,543

     

    Depreciation

     

    55

     

     

    17

     

     

    227

     

     

    435

     

    Drug substance harmonization costs

     

    -

     

     

    193

     

     

    -

     

     

    483

     

    Total of Non-GAAP adjustments

     

    100,450

     

     

    66,925

     

     

    268,323

     

     

    196,531

     

    Non-GAAP gross profit

    $

    885,802

     

    $

    551,877

     

    $

    1,927,266

     

    $

    1,281,240

     

     
    GAAP gross profit %

     

    75.7

    %

     

    76.2

    %

     

    75.0

    %

     

    74.5

    %

    Non-GAAP gross profit %

     

    85.4

    %

     

    86.7

    %

     

    87.1

    %

     

    88.1

    %

     
     
     
    GAAP cash provided by operating activities

    $

    411,040

     

    $

    108,863

     

    $

    496,714

     

    $

    145,871

     

    Cash payments for acquisition/divestiture-related costs

     

    15,839

     

     

    97

     

     

    136,073

     

     

    80

     

    Cash payments for restructuring and realignment costs

     

    583

     

     

    -

     

     

    1,803

     

     

    189

     

    Cash payments for manufacturing start-up costs

     

    869

     

     

    -

     

     

    869

     

     

    -

     

    Cash payments for upfront, progress and milestone payments related to
    license and collaboration agreement

     

    4,000

     

     

    -

     

     

    7,000

     

     

    -

     

    Cash payments drug substance harmonization costs

     

    -

     

     

    -

     

     

    -

     

     

    290

     

    Cash payments relating to refinancing activities

     

    -

     

     

    -

     

     

    -

     

     

    73

     

    Non-GAAP operating cash flow

    $

    432,331

     

    $

    108,960

     

    $

    642,459

     

    $

    146,503

     

    Horizon Therapeutics plc

    GAAP to Non-GAAP Reconciliations

    EBITDA (Unaudited) - 2020

    (in thousands)

     

    Twelve Months

    Ended December 31,

    2020

     
    GAAP net income

    $

    389,796

     

    Depreciation

     

    24,303

     

    Amortization and step-up:
    Intangible amortization expense

     

    255,148

     

    Inventory step-up expense

     

    -

     

    Interest expense, net (including amortization of
    debt discount and deferred financing costs)

     

    59,616

     

    Expense for income taxes

     

    11,849

     

    EBITDA

    $

    740,712

     

    Other non-GAAP adjustments:
    Acquisition/divestiture-related costs

     

    49,196

     

    Restructuring and realignment costs

     

    (141

    )

    Impairment of long-lived assets

     

    1,713

     

    Gain on sale of assets

     

    (4,883

    )

    Share-based compensation

     

    146,627

     

    Upfront, progress and milestone payments related to
    license and collaboration agreements

     

    33,000

     

    Fees related to refinancing activities

     

    54

     

    Loss on debt extinguishment

     

    31,856

     

    Drug substance harmonization costs

     

    542

     

    Total of other non-GAAP adjustments

     

    257,964

     

    Adjusted EBITDA

    $

    998,676

     

    Horizon Therapeutics plc

    GAAP to Non-GAAP Tax Rate Reconciliation (Unaudited)

    (in millions, except percentages and per share amounts)

     
    Q3 2021
    Pre-tax Net

    (Loss) Income
    Income Tax

    (Benefit) Expense
    Tax Rate Net Income

    (Loss)
    Diluted Earnings

    (Loss) Per Share
    As reported - GAAP

    $

    307.2

    $

    (19.3

    )

    (6.3

    )%

    $

    326.5

    $

    1.38

    Non-GAAP adjustments

     

    180.3

     

    93.1

     

     

    87.2

    Non-GAAP

    $

    487.6

    $

    73.8

     

    15.1

    %

    $

    413.8

    $

    1.75

     
     
    Q3 2020
    Pre-tax Net

    (Loss) Income
    Income Tax

    (Benefit) Expense
    Tax Rate Net Income

    (Loss)
    Diluted Earnings

    (Loss) Per Share
    As reported - GAAP

    $

    201.8

    $

    (91.1

    )

    (45.1

    )%

    $

    292.8

    $

    1.31

    Non-GAAP adjustments

     

    117.1

     

    17.7

     

     

    99.3

    Non-GAAP

    $

    318.8

    $

    (73.3

    )

    (23.0

    )%

    $

    392.2

    $

    1.74

     
     
    YTD 2021
    Pre-tax Net

    (Loss) Income
    Income Tax

    (Benefit) Expense
    Tax Rate Net Income

    (Loss)
    Diluted Earnings

    (Loss) Per Share
    As reported - GAAP

    $

    251.8

    $

    (109.5

    )

    (43.5

    )%

    $

    361.3

    $

    1.54

    Non-GAAP adjustments

     

    614.7

     

    173.5

     

     

    441.2

    Non-GAAP

    $

    866.5

    $

    64.0

     

    7.4

    %

    $

    802.5

    $

    3.41

     
     
    YTD 2020
    Pre-tax Net

    (Loss) Income
    Income Tax

    (Benefit) Expense
    Tax Rate Net Income

    (Loss)
    Diluted Earnings

    (Loss) Per Share
    As reported - GAAP

    $

    172.1

    $

    (27.1

    )

    (15.8

    )%

    $

    199.2

    $

    0.95

    Non-GAAP adjustments

     

    419.5

     

    59.6

     

     

    359.9

    Non-GAAP

    $

    591.6

    $

    32.4

     

    5.5

    %

    $

    559.2

    $

    2.58

    Horizon Therapeutics plc

    Certain Income Statement Line Items - Non-GAAP Adjusted

    For the Three Months Ended September 30, 2021 (Unaudited)

    (in thousands)

     
     
    Income Tax
    Research & Selling, General Interest Other Benefit
    COGS Development & Administrative Expense Expense, net (Expense)
     
    GAAP as reported

    $

    (251,640

    )

    $

    (93,549

    )

    $

    (360,260

    )

    $

    (22,977

    )

    $

    (849

    )

    $

    19,302

     

     
    Non-GAAP Adjustments:
     
    Acquisition/divestiture-related costs(1)

     

    (204

    )

     

    15

     

     

    9,415

     

     

    -

     

     

    2

     

     

    -

     

    Restructuring and realignment costs(2)

     

    -

     

     

    -

     

     

    680

     

     

    -

     

     

    -

     

     

    -

     

    Manufacturing plant start-up costs(3)

     

    -

     

     

    -

     

     

    1,712

     

     

    -

     

     

    -

     

     

    -

     

    Amortization and step-up:
    Intangible amortization expense(4)

     

    89,892

     

     

    -

     

     

    476

     

     

    -

     

     

    -

     

     

    -

     

    Inventory step-up expense(5)

     

    8,912

     

     

    -

     

     

    -

     

     

    -

     

     

    -

     

     

    -

     

    Amortization of debt discount and deferred financing costs(6)

     

    -

     

     

    -

     

     

    -

     

     

    1,500

     

     

    -

     

     

    -

     

    Share-based compensation(7)

     

    1,795

     

     

    15,075

     

     

    37,934

     

     

    -

     

     

    -

     

     

    -

     

    Depreciation(8)

     

    55

     

     

    125

     

     

    3,932

     

     

    -

     

     

    -

     

     

    -

     

    Litigation settlement(9)

     

    -

     

     

    -

     

     

    5,000

     

     

    -

     

     

    -

     

     

    -

     

    Upfront, progress and milestone payments related to license
    and collaboration agreements(10)

     

    -

     

     

    4,000

     

     

    -

     

     

    -

     

     

    -

     

     

    -

     

    Income tax effect on pre-tax non-GAAP adjustments(11)

     

    -

     

     

    -

     

     

    -

     

     

    -

     

     

    -

     

     

    (37,102

    )

    Other non-GAAP income tax adjustments(12)

     

    -

     

     

    -

     

     

    -

     

     

    -

     

     

    -

     

     

    (56,007

    )

    Total of non-GAAP adjustments

     

    100,450

     

     

    19,215

     

     

    59,149

     

     

    1,500

     

     

    2

     

     

    (93,109

    )

     
    Non-GAAP

    $

    (151,190

    )

    $

    (74,334

    )

    $

    (301,111

    )

    $

    (21,477

    )

    $

    (847

    )

    $

    (73,807

    )

     

    Horizon Therapeutics plc

    Certain Income Statement Line Items - Non-GAAP Adjusted

    For the Three Months Ended September 30, 2020 (Unaudited)

    (in thousands)

     
     
    Income Tax
    Research & Selling, General Loss on Debt Interest Other Benefit
    COGS Development & Administrative Extinguishment Expense Income, net (Expense)
     
    GAAP as reported

    $

    (151,475

    )

    $

    (30,206

    )

    $

    (226,164

    )

    $

    (14,602

    )

    $

    (12,185

    )

    $

    717

     

    $

    91,081

     

     
    Non-GAAP Adjustments:
     
    Acquisition/divestiture-related costs(1)

     

    -

     

     

    36

     

     

    108

     

     

    -

     

     

    -

     

     

    55

     

     

    -

     

    Amortization and step-up:
    Intangible amortization expense(4)

     

    65,149

     

     

    -

     

     

    204

     

     

    -

     

     

    -

     

     

    -

     

     

    -

     

    Amortization of debt discount and deferred financing costs(6)

     

    -

     

     

    -

     

     

    -

     

     

    -

     

     

    1,208

     

     

    -

     

     

    -

     

    Share-based compensation(7)

     

    1,566

     

     

    2,453

     

     

    26,337

     

     

    -

     

     

    -

     

     

    -

     

     

    -

     

    Depreciation(8)

     

    17

     

     

    29

     

     

    5,111

     

     

    -

     

     

    -

     

     

    -

     

     

    -

     

    Loss on debt extinguishment(13)

     

    -

     

     

    -

     

     

    -

     

     

    14,602

     

     

    -

     

     

    -

     

     

    -

     

    Drug substance harmonization costs(14)

     

    193

     

     

    -

     

     

    -

     

     

    -

     

     

    -

     

     

    -

     

     

    -

     

    Income tax effect on pre-tax non-GAAP adjustments(11)

     

    -

     

     

    -

     

     

    -

     

     

    -

     

     

    -

     

     

    -

     

     

    (23,063

    )

    Other non-GAAP income tax adjustments(12)

     

    -

     

     

    -

     

     

    -

     

     

    -

     

     

    -

     

     

    -

     

     

    5,331

     

    Total of non-GAAP adjustments

     

    66,925

     

     

    2,518

     

     

    31,760

     

     

    14,602

     

     

    1,208

     

     

    55

     

     

    (17,732

    )

     
    Non-GAAP

    $

    (84,550

    )

    $

    (27,688

    )

    $

    (194,404

    )

    $

    -

     

    $

    (10,977

    )

    $

    772

     

    $

    73,349

     

    Horizon Therapeutics plc
    Certain Income Statement Line Items - Non-GAAP Adjusted
    For the Nine Months Ended September 30, 2021 (Unaudited)
    (in thousands)
     
     
    Income Tax
    Research & Selling, General Gain on Impairment of Interest Other Income Benefit
    COGS Development & Administrative Sale of Asset Long-lived assets Expense (Expense), net (Expense)
     
    GAAP as reported

    $

    (553,003

    )

    $

    (291,076

    )

    $

    (1,047,456

    )

    $

    2,000

     

    $

    (12,371

    )

    $

    (59,018

    )

    $

    2,113

     

    $

    109,537

     

     
    Non-GAAP Adjustments:
     
    Acquisition/divestiture-related costs(1)

     

    (75

    )

     

    18

     

     

    89,300

     

     

    -

     

     

    -

     

     

    -

     

     

    (1,077

    )

     

    -

     

    Restructuring and realignment costs(2)

     

    -

     

     

    -

     

     

    7,703

     

     

    -

     

     

    -

     

     

    -

     

     

    -

     

     

    -

     

    Manufacturing plant start-up costs(3)

     

    -

     

     

    -

     

     

    1,712

     

     

    -

     

     

    -

     

     

    -

     

     

    -

     

     

    -

     

    Amortization and step-up:
    Intangible amortization expense(4)

     

    244,382

     

     

    -

     

     

    878

     

     

    -

     

     

    -

     

     

    -

     

     

    -

     

     

    -

     

    Inventory step-up expense(5)

     

    16,914

     

     

    -

     

     

    -

     

     

    -

     

     

    -

     

     

    -

     

     

    -

     

     

    -

     

    Amortization of debt discount and deferred financing costs(6)

     

    -

     

     

    -

     

     

    -

     

     

    -

     

     

    -

     

     

    3,740

     

     

    -

     

     

    -

     

    Impairment of long lived assets(15)

     

    -

     

     

    -

     

     

    -

     

     

    -

     

     

    12,371

     

     

    -

     

     

    -

     

     

    -

     

    Gain on sale of asset(16)

     

    -

     

     

    -

     

     

    -

     

     

    (2,000

    )

     

    -

     

     

    -

     

     

    -

     

     

    -

     

    Share-based compensation(7)

     

    6,875

     

     

    32,851

     

     

    130,668

     

     

    -

     

     

    -

     

     

    -

     

     

    -

     

     

    -

     

    Depreciation(8)

     

    227

     

     

    291

     

     

    11,438

     

     

    -

     

     

    -

     

     

    -

     

     

    -

     

     

    -

     

    Litigation settlement(9)

     

    -

     

     

    -

     

     

    5,000

     

     

    -

     

     

    -

     

     

    -

     

     

    -

     

     

    -

     

    Upfront, progress and milestone payments related to license
    and collaboration agreements(10)

     

    -

     

     

    53,500

     

     

    -

     

     

    -

     

     

    -

     

     

    -

     

     

    -

     

     

    -

     

    Income tax effect on pre-tax non-GAAP adjustments(11)

     

    -

     

     

    -

     

     

    -

     

     

    -

     

     

    -

     

     

    -

     

     

    -

     

     

    (148,353

    )

    Other non-GAAP income tax adjustments(12)

     

    -

     

     

    -

     

     

    -

     

     

    -

     

     

    -

     

     

    -

     

     

    -

     

     

    (25,126

    )

    Total of non-GAAP adjustments

     

    268,323

     

     

    86,660

     

     

    246,699

     

     

    (2,000

    )

     

    12,371

     

     

    3,740

     

     

    (1,077

    )

     

    (173,479

    )

     
    Non-GAAP

    $

    (284,680

    )

    $

    (204,416

    )

    $

    (800,757

    )

    $

    -

     

    $

    -

     

    $

    (55,278

    )

    $

    1,036

     

    $

    (63,942

    )

     
    Horizon Therapeutics plc
    Certain Income Statement Line Items - Non-GAAP Adjusted
    For the Nine Months Ended September 30, 2020 (Unaudited)
    (in thousands)
     
     
    Income Tax
    Research & Selling, General Loss on Debt Interest Other Income Benefit
    COGS Development & Administrative Extinguishment Expense (Expense), net (Expense)
     
    GAAP as reported

    $

    (370,406

    )

    $

    (138,483

    )

    $

    (696,271

    )

    $

    (31,856

    )

    $

    (48,100

    )

     

    1,791

     

    $

    27,143

     

     
    Non-GAAP Adjustments:
     
    Acquisition/divestiture-related costs(1)

     

    -

     

     

    47,365

     

     

    51

     

     

    -

     

     

    -

     

     

    (120

    )

     

    -

     

    Amortization and step-up:
    Intangible amortization expense(4)

     

    190,070

     

     

    -

     

     

    607

     

     

    -

     

     

    -

     

     

    -

     

     

    -

     

    Amortization of debt discount and deferred financing costs(6)

     

    -

     

     

    -

     

     

    -

     

     

    -

     

     

    12,025

     

     

    -

     

    Impairment of long lived assets(15)

     

    -

     

     

    -

     

     

    1,072

     

     

    -

     

     

    -

     

     

    -

     

     

    -

     

    Share-based compensation(7)

     

    5,543

     

     

    11,381

     

     

    96,910

     

     

    -

     

     

    -

     

     

    -

     

     

    -

     

    Depreciation(8)

     

    435

     

     

    72

     

     

    18,722

     

     

    -

     

     

    -

     

     

    -

     

     

    -

     

    Upfront, progress and milestone payments related to license
    and collaboration agreements(10)

     

    -

     

     

    3,000

     

     

    -

     

     

    -

     

     

    -

     

     

    -

     

     

    -

     

    Fees related to refinancing activities(17)

     

    -

     

     

    -

     

     

    54

     

     

    -

     

     

    -

     

     

    -

     

     

    -

     

    Loss on debt extinguishment(13)

     

    -

     

     

    -

     

     

    -

     

     

    31,856

     

     

    -

     

     

    -

     

     

    -

     

    Drug substance harmonization costs(14)

     

    483

     

     

    -

     

     

    -

     

     

    -

     

     

    -

     

     

    -

     

     

    -

     

    Income tax effect on pre-tax non-GAAP adjustments(11)

     

    -

     

     

    -

     

     

    -

     

     

    -

     

     

    -

     

     

    -

     

     

    (80,122

    )

    Other non-GAAP income tax adjustments(12)

     

    -

     

     

    -

     

     

    -

     

     

    -

     

     

    -

     

     

    -

     

     

    20,541

     

    Total of non-GAAP adjustments

     

    196,531

     

     

    61,818

     

     

    117,416

     

     

    31,856

     

     

    12,025

     

     

    (120

    )

     

    (59,581

    )

     
    Non-GAAP

    $

    (173,875

    )

    $

    (76,665

    )

    $

    (578,855

    )

     

    -

     

    $

    (36,075

    )

    $

    1,671

     

    $

    (32,438

    )

    NOTES FOR CERTAIN INCOME STATEMENT LINE ITEMS - NON-GAAP

     

    1.

    Represents transaction and integration costs, including, advisory, legal, consulting and certain employee-related costs, incurred in connection with our acquisitions and divestitures. Costs recovered from subleases of acquired facilities and reimbursed expenses incurred under transition arrangements for divestitures are also reflected in this line item. In addition, the nine months ended September 30, 2020 amounts include the Curzion acquisition payment of $45.0 million, which was recorded as a research and development expense.

     

     

    2.

    Represents rent and maintenance charges for the leased Lake Forest office that we vacated in the first quarter of 2021.

     

     

    3.

    During the nine months ended September 30, 2021, we recorded $1.7 million of manufacturing plant start-up costs related to the purchase of a drug product manufacturing facility from EirGen in July 2021.

     

     

    4.

    Intangible amortization expenses are associated with our intellectual property rights, developed technology and customer relationships related to TEPEZZA, KRYSTEXXA, RAVICTI, PROCYSBI, ACTIMMUNE, UPLIZNA, BUPHENYL, PENNSAID 2% and RAYOS.

     

     

    5.

    During the three and nine months ended September 30, 2021, we recognized in cost of goods sold $8.9 million and $16.9 million, respectively, for inventory step-up expense related to UPLIZNA inventory revalued in connection with the Viela acquisition. Because inventory step-up expense is related to an acquisition, will not continue indefinitely and has a significant effect on our gross profit, gross margin percentage and net income for all affected periods, the Company excludes inventory step-up expense from its non-GAAP financial measures.

     

     

    6.

    Represents amortization of debt discount and deferred financing costs associated with our debt.

     

     

    7.

    Represents share-based compensation expense associated with our stock option, restricted stock unit and performance stock unit grants to our employees and non-employee directors, and our employee share purchase plan.

     

     

    8.

    Represents depreciation expense related to our property, plant, equipment, software and leasehold improvements.

     

     

    9.

    We recorded $5.0 million of expense during the three and nine months ended September 30, 2021 for litigation settlements.

     

     

    10.

    During the nine months ended September 30, 2021, we recognized a $40.0 million upfront payment in relation to the agreement with Arrowhead, which was subsequently paid in July 2021. In addition, we recognized $6.5 million of milestone payments in relation to daxdilimab (HZN-7734) and $7.0 million of progress payments with HemoShear Therapeutics, LLC, or HemoShear.

     

     

     

    During the nine months ended September 30, 2020, we recognized a $3.0 million progress payment in relation to our agreement with HemoShear, which was paid in July 2020.

     

     

    11.

    Income tax adjustments on pre-tax non-GAAP adjustments represent the estimated income tax impact of each pre-tax non-GAAP adjustment based on the statutory income tax rate of the applicable jurisdictions for each non-GAAP adjustment.

     

     

    12.

    During the nine months ended September 30, 2021, we recognized a U.S. federal and state tax liability on U.S. taxable income generated from an intercompany transfer and license of intellectual property from a U.S. subsidiary to an Irish subsidiary which was partially offset by the recognition of a deferred tax asset in the Irish subsidiary, resulting in a non-GAAP tax adjustment of $26.2 million. We also recognized $51.3 million of tax benefit due to a reduction in the state tax rate expected to apply to the reversal of temporary differences between the book values and tax bases of certain assets acquired through the Viela acquisition. The reduction in state tax rate resulted in a reduction in the deferred tax liability relating to these assets and a non-GAAP tax adjustment of $51.3 million.

     

     

     

    During the nine months ended September 30, 2020, following the publication of the Anti-Hybrid Rules on April 8, 2020, we recorded a write off of a deferred tax asset related to certain interest expense accrued to a foreign related party during the year ended December 31, 2019 and recognized a corresponding one-time tax provision, resulting in a non-GAAP tax adjustment of $15.2 million. We also recognized a U.S. federal tax liability on U.S. taxable income generated from an intercompany transfer of intellectual property from a U.S. subsidiary to an Irish subsidiary, which was partially offset by the recognition of a deferred tax asset in the Irish subsidiary, resulting in a non-GAAP tax adjustment of $5.3 million.

     

     

    13.

    During the nine months ended September 30, 2020, we recorded a loss on debt extinguishment of $31.9 million in the condensed consolidated statements of comprehensive income, which reflects the extinguishment of our Exchangeable Senior Notes.

     

     

    14.

    During the year ended December 31, 2016, we entered into a definitive agreement to acquire certain rights to interferon gamma-1b, marketed as IMUKIN in an estimated thirty countries primarily in Europe and the Middle East, or the IMUKIN purchase agreement. We already owned the rights to interferon gamma-1b marketed as ACTIMMUNE in the United States, Canada and Japan. In connection with the IMUKIN purchase agreement, we also committed to pay our contract manufacturer certain amounts related to the harmonization of the manufacturing processes for ACTIMMUNE and IMUKIN drug substance, or the harmonization program. At the time we entered into the IMUKIN purchase agreement and the harmonization program commitment was made, we had anticipated achieving certain benefits should the Phase 3 clinical trial evaluating ACTIMMUNE for the treatment of Friedreich's ataxia, be successful. If the study had been successful and if U.S. marketing approval had subsequently been obtained, we had forecasted significant increases in demand for the medicine and the harmonization program would have resulted in significant benefits for us. Following our discontinuation of the Friedreich's ataxia program, we determined that certain assets, including an upfront payment related to the IMUKIN purchase agreement, were impaired, and the costs under the harmonization program would no longer have benefit to us and should be expensed as incurred.

     

     

    15.

    During the nine months ended September 30, 2021, we recorded a right-of-use asset impairment charge of $12.4 million as a result of vacating the leased Lake Forest office.

     

     

     

    During the nine months ended September 30, 2020, we recorded an impairment charge of $1.1 million related to the Novato, California office lease, which was obtained through an acquisition.

     

     

    16.

    During the nine months ended September 30, 2021, gain on sale of asset represents a $2.0 million contingent consideration payment related to the sale of MIGERGOT in 2019. The contingent consideration was triggered during the second quarter of 2021 and it was received in July 2021.

     

     

    17.

    Represents arrangement and other fees relating to our refinancing activities.

     

    View source version on businesswire.com: https://www.businesswire.com/news/home/20211103005587/en/

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