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Form 8-K Jazz Pharmaceuticals For: Nov 04

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November 4, 2014 4:25 PM EST



�
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
�
�
FORM 8-K
�
�
CURRENT REPORT
Pursuant to Section�13 or 15(d) of the
Securities Exchange Act of 1934
November 4, 2014
Date of Report (Date of earliest event reported)
�
�
JAZZ PHARMACEUTICALS PUBLIC LIMITED COMPANY
(Exact name of registrant as specified in its charter)
�
�
�
�
�
�
�
�
Ireland
�
001-33500
�
98-1032470
(State or Other Jurisdiction
of Incorporation)
�
(Commission
File No.)
�
(IRS Employer
Identification No.)
Fourth Floor, Connaught House, One Burlington Road, Dublin 4, Ireland
(Address of principal executive offices, including zip code)
011-353-1-634-7800
(Registrant's telephone number, including area code)
�
�
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
�
�
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
�
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
�
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
�
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




Item�2.02.
Results of Operations and Financial Condition.
On November 4, 2014, Jazz Pharmaceuticals Public Limited Company (the Company) issued a press release (the Press Release) announcing financial results for the Company for the quarter ended September 30, 2014. A copy of the Press Release is furnished as Exhibit�99.1 to this current report.
The information in this Item�2.02 and in the Press Release furnished as Exhibit 99.1 to this current report shall not be deemed to be filed for purposes of Section�18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained in this Item�2.02 and in the Press Release furnished as Exhibit 99.1 to this current report shall not be incorporated by reference into any filing with the U.S. Securities and Exchange Commission made by the Company whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item�9.01.
Financial Statements and Exhibits.
(d)
Exhibits
Exhibit
Number
Description
�
�
99.1
Press Release dated November 4, 2014.








SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
�
�
�
�
�
JAZZ PHARMACEUTICALS PUBLIC LIMITED COMPANY
�
�
�
�
By:
/s/ Matthew P. Young
�
�
Matthew P. Young
�
�
Senior Vice President and Chief Financial Officer
Date: November 4, 2014








EXHIBIT INDEX
�
Exhibit
Number
Description
�
�
99.1
Press Release dated November 4, 2014.





Exhibit 99.1
JAZZ PHARMACEUTICALS ANNOUNCES THIRD QUARTER 2014
FINANCIAL RESULTS AND UPDATED GUIDANCE

Company Reports Third Quarter 2014 Total Revenues of $307 Million,
Driven by Strong Sales of Xyrem, Erwinaze and Defitelio

Adjusted EPS of $2.33 and GAAP EPS of $0.41

DUBLIN, Nov. 4, 2014 -- Jazz Pharmaceuticals plc (Nasdaq: JAZZ) today announced financial results for the third quarter ended September 30, 2014 and updated financial guidance for full year 2014.

We successfully executed on key goals across the business, from strong sales growth of Xyrem, Erwinaze and Defitelio, to advances in our clinical development programs, and to furtherance of our regulatory efforts in preparation for the planned submission of a new drug application for defibrotide in the U.S. in the first half of 2015,�said Bruce C. Cozadd, chairman and chief executive officer of Jazz Pharmaceuticals plc. �Were pleased with the substantial progress weve made towards meeting our 2014 goals and creating long-term shareholder value. �

Adjusted net income attributable to Jazz Pharmaceuticals plc for the third quarter of 2014 was $145.8�million, or $2.33 per diluted share, compared to $109.4 million, or $1.78 per diluted share, for the third quarter of 2013.

GAAP net income attributable to Jazz Pharmaceuticals plc for the third quarter of 2014 was $25.8�million, or $0.41 per diluted share, compared to $75.4 million, or $1.23 per diluted share, for the third quarter of 2013. GAAP net income attributable to Jazz Pharmaceuticals plc for the third quarter of 2014 included an upfront payment of $75.0 million for the rights to defibrotide in the Americas. Reconciliations of applicable GAAP reported to non-GAAP adjusted information are included in this press release.

Third Quarter 2014 Revenues and Product Sales
Total revenues for the third quarter of 2014 were $306.6 million, an increase of 32% over total revenues of $232.2 million for the third quarter of 2013. This increase was driven primarily by net product sales of Xyrem� (sodium oxybate) oral solution, Erwinaze�/Erwinase� (asparaginase�Erwinia chrysanthemi) and Defitelio� (defibrotide). Total revenues include net product sales, royalties and contract revenues.

Net product sales for the third quarter of 2014 were as follows:
"
Xyrem: Xyrem net sales increased by 33% to $204.3 million in the third quarter of 2014 compared to $153.7 million in the third quarter of 2013. During the third quarter of 2014, the average number of active Xyrem patients increased to 12,050.
"
Erwinaze/Erwinase: Erwinaze/Erwinase net sales increased by 18% to $52.1�million in the third quarter of 2014 compared to $44.1 million in the third quarter of 2013.
"
Defitelio/defibrotide: Defitelio/defibrotide net sales in the third quarter of 2014 were $18.9�million compared to pro forma net sales of $13.1 million in the third quarter of 2013. Jazz Pharmaceuticals plc acquired indirect majority control of Gentium S.p.A. (Gentium) on January�23, 2014. The pro forma information represents net sales of Defitelio/defibrotide as if the acquisition of Gentium had closed on January 1, 2013.

1


"
Prialt� (ziconotide) intrathecal infusion: Net sales of Prialt were $6.3 million in the third quarter of 2014 compared to $11.0 million in the third quarter of 2013. The decrease in net sales was primarily due to the timing of shipments to Eisai Co., the European distributor of Prialt.
"
Psychiatry products: Net sales of the companys psychiatry products were $10.8 million in the third quarter of 2014 compared to $10.7 million in the third quarter of 2013.
"
Other: Net sales of other products in the third quarter of 2014 were $11.9 million compared to $10.9 million in the third quarter of 2013. On a pro forma basis, net sales of other products for the third quarter of 2013 were $13.1 million, which included net sales of active pharmaceutical ingredients by Gentium as if the acquisition of Gentium had closed on January 1, 2013.

Tables showing actual and pro forma net product sales for the three and nine months ended September�30, 2014 compared to actual and pro forma net product sales for the same periods in 2013 are included in this press release.

Operating Expenses and Other
Operating expenses for the third quarter of 2014 were $248.5 million on a GAAP basis compared to $131.6 million for the third quarter of 2013. Operating expenses increased over the prior year period primarily due to the following:
"
Cost of product sales for the third quarter of 2014 was $27.0 million on a GAAP basis compared to $24.3 million for the same period in 2013. The increase was primarily due to higher net sales. Gross margin for the third quarter of 2014, as a percentage of net product sales, was 91.1% compared to 89.5% for the same period in 2013, primarily due to a change in product mix.
"
Selling, general and administrative (SG&A) expenses for the third quarter of 2014 were $93.5�million on a GAAP basis compared to $75.0 million for the same period in 2013. Adjusted SG&A expenses for the third quarter of 2014 were $77.2 million, or 25% of total revenues, compared to $59.6�million, or 26% of total revenues, for the same period in 2013. The increase was primarily due to higher headcount and expenses resulting from the expansion of the company's business.
"
Research and development (R&D) expenses for the third quarter of 2014 were $22.4 million on a GAAP basis compared to $11.8 million for the same period in 2013. Adjusted R&D expenses for the third quarter of 2014 were $18.1 million, or 6% of total revenues, compared to $9.9�million, or 4% of total revenues, for the same period in 2013. The increase in R&D expenses was primarily driven by increased costs from the development of the company's product candidates and life cycle management of the company's existing products.
"
Acquired in-process research and development expense for the third quarter of 2014 was $75.0�million on a GAAP basis compared to $1.0�million for the same period in 2013. The increase was due to an upfront payment made in connection with the acquisition of the rights to defibrotide in the Americas in August 2014.
Net interest expense for the third quarter of 2014 was $14.5 million compared to $6.2 million for the third quarter of 2013. The increase was due to the company's increased debt levels following the acquisition of Gentium in January 2014 and the sale, in August 2014, of $575.0�million principal amount of 1.875% exchangeable senior notes due 2021, resulting in net proceeds to the company of $558.9�million. A portion of the net proceeds from the sale of exchangeable senior notes was used to repay total outstanding borrowings of $300 million under the company's revolving credit facility.
Foreign currency gain during the third quarter of 2014 was $6.5 million primarily due to the strengthening of the U.S. dollar against the Euro.
As of September�30, 2014, cash and cash equivalents were $575.0 million and the principal balance of the companys long-term debt was $1.5 billion. Cash and cash equivalents decreased from December 31, 2013 primarily due to funds used to acquire Gentium, JZP-110 and the rights to defibrotide in the

2


Americas, make a contingent consideration payment to the former equity holders of EUSA Pharma, repurchase ordinary shares under the company's share repurchase program and fund capital expenditures, offset in part by the net proceeds from the company's term loans, exchangeable senior notes and cash generated by the business.
In the nine months ended September 30, 2014, the company repurchased 0.2�million ordinary shares under its share repurchase program for $30.0�million at an average cost of $131.88 per ordinary share. As of September�30, 2014, the remaining amount under the current share repurchase program was $33.6�million.

Recent Developments
"
The first patient has enrolled in the Phase 3 clinical trial of Xyrem in pediatric narcolepsy patients with cataplexy.
"
The first patient has received a dose of JZP-416 in the pivotal Phase 2 clinical trials in children who have experienced a hypersensitivity reaction to treatment with pegaspargase therapy for acute lymphoblastic leukemia.�
"
The Phase 1 clinical trial of JZP-386 completed enrollment during the third quarter. The trial was a first-in-human trial evaluating the safety, pharmacokinetics, and pharmacodynamics of JZP-386, a deuterium-modified sodium oxybate compound licensed from Concert Pharmaceuticals.

2014 Financial Guidance
Jazz Pharmaceuticals' updated full year 2014 financial guidance is as follows:
Revenues
$1,150-$1,170 million
Total net product sales
$1,142-$1,160 million
-Xyrem net sales
$765-$780 million
-Erwinaze/Erwinase net sales
$190-$200 million
-Defitelio/defibrotide net sales
$65-$70 million
Adjusted gross margin %1,4
91-92%
Adjusted SG&A expenses2,4
$315-$325 million
Adjusted R&D expenses3,4
$65-$75 million
GAAP net income attributable to Jazz Pharmaceuticals plc per diluted share
$0.73-$1.05
Non-GAAP adjusted net income attributable to Jazz Pharmaceuticals plc per diluted share4
$8.20-$8.35
��
1.
Excludes $10 million of acquisition accounting inventory fair value step-up adjustments, $4�million in share-based compensation expense and $1 million of depreciation expense from estimated GAAP gross margin of 90-91%.
2.
Excludes $55-$59 million of share-based compensation expense, $25-$30 million of transaction and integration costs and $5 million of depreciation expense from estimated GAAP SG&A expenses of $400-$420 million.
3.
Excludes $11-$12 million of share-based compensation expense and $1 million of depreciation expense from estimated GAAP R&D expenses of $77-$88 million.
4.
See Non-GAAP Financial Measures below. Reconciliations of non-GAAP adjusted guidance measures are included above and in the tables accompanying this press release.


3


Conference Call Details
Jazz Pharmaceuticals will host an investor conference call and live audio webcast today at 4:30 p.m. EST (9:30 p.m. GMT) to provide a business and financial update, discuss its 2014 third quarter results and update 2014 financial guidance. The live webcast may be accessed from the Investors & Media section of the companys website at www.jazzpharmaceuticals.com. Please connect to the website prior to the start of the conference call to ensure adequate time for any software downloads that may be necessary. Investors may participate in the conference call by dialing +1 866 318 8615 in the U.S., or +1 617 399 5134 outside the U.S., and entering passcode 57934182.

A replay of the conference call will be available through November 11, 2014 by dialing +1 888 286 8010 in the U.S., or +1 617 801 6888 outside the U.S., and entering passcode 24997214. An archived version of the webcast will be available for at least one week in the Investors & Media section of the Jazz Pharmaceuticals website at www.jazzpharmaceuticals.com.

About Jazz Pharmaceuticals plc
Jazz Pharmaceuticals plc (Nasdaq: JAZZ) is a specialty biopharmaceutical company focused on improving patients' lives by identifying, developing and commercializing differentiated products that address unmet medical needs. The company has a diverse portfolio of products and/or product candidates in the areas of sleep, hematology/oncology, pain and psychiatry. The company's U.S. marketed products in these areas include: Xyrem� (sodium oxybate) oral solution, Erwinaze� (asparaginase Erwinia chrysanthemi), Prialt� (ziconotide) intrathecal infusion, Versacloz� (clozapine) oral suspension, FazaClo� (clozapine, USP) HD and FazaClo LD. Jazz Pharmaceuticals also has a number of products marketed outside the United States, including Erwinase� and Defitelio� (defibrotide). For more information, please visit www.jazzpharmaceuticals.com.

Non-GAAP Financial Measures
To supplement�Jazz Pharmaceuticals financial results and guidance presented in accordance with U.S. generally accepted accounting principles (GAAP), the company uses certain non-GAAP (also referred to as adjusted or non-GAAP adjusted) financial measures in this press release and the accompanying tables. The company believes that each of these non-GAAP financial measures is helpful in understanding its past financial performance and potential future results, particularly in light of the effect of various acquisition and divestiture transactions effected by the company.� They are not meant to be considered in isolation or as a substitute for comparable GAAP measures and should be read in conjunction with the consolidated financial statements prepared in accordance with GAAP.� Jazz Pharmaceuticals management regularly uses these supplemental non-GAAP financial measures internally to understand, manage and evaluate its business and make operating decisions. Compensation of executives is based in part on the performance of the companys business based on certain of these non-GAAP financial measures. In addition,�Jazz Pharmaceuticals�believes that the presentation of these non-GAAP financial measures is useful to investors because it enhances the ability of investors to compare its results from period to period and allows for greater transparency with respect to key financial metrics the company uses in making operating decisions, and also because the companys investors and analysts regularly use them to model and track the companys financial performance.

Investors should note that these non-GAAP financial measures are not prepared under any comprehensive set of accounting rules or principles and do not reflect all of the amounts associated with the companys results of operations as determined in accordance with GAAP. Investors should also note that these non-GAAP financial measures have no standardized meaning prescribed by GAAP and, therefore, have limits in their usefulness to investors. In addition, from time-to-time in the future there may be other items that the company may exclude for purposes of its non-GAAP financial measures; likewise, the company may in the future cease to exclude items that it has historically excluded for

4


purposes of its non-GAAP financial measures. Because of the non-standardized definitions, the non-GAAP financial measures as used by�Jazz Pharmaceuticals�in this press release and the accompanying tables may be calculated differently from, and therefore may not be directly comparable to, similarly titled measures used by the companys competitors and other companies.

As used in this press release, (i) the historical adjusted net income measures attributable to Jazz Pharmaceuticals plc (and the related per share measures) exclude from GAAP net income (loss) attributable to Jazz Pharmaceuticals plc, as applicable, intangible asset amortization, share-based compensation expense, intangible asset impairment, upfront and milestone payments, transaction and integration costs, acquisition accounting inventory fair value step-up adjustments, restructuring charges, change in fair value of contingent consideration, depreciation expense, loss on extinguishment and modification of debt and non-cash interest expense; adjust the income tax provision to the estimated amount of taxes that are payable in cash; and adjust for the amount attributable to noncontrolling interests; (ii) the historical adjusted SG&A expense measures exclude from GAAP SG&A expenses, as applicable, share-based compensation expense, transaction and integration costs, restructuring charges, change in fair value of contingent consideration and depreciation expense; (iii) the historical adjusted R&D expense measures exclude from GAAP R&D expenses, as applicable, share-based compensation expense, transaction and integration costs and depreciation expense; (iv) the adjusted net income attributable to Jazz Pharmaceuticals plc (and the related per share) guidance measures exclude from estimated GAAP net income attributable to Jazz Pharmaceuticals plc intangible asset amortization and depreciation expense, share-based compensation expense, intangible asset impairment, upfront and milestone payments, transaction and integration costs, acquisition accounting inventory fair value step-up adjustments and non-cash interest expense; adjust the income tax provision to the estimated amount of taxes that are payable in cash; and adjust for the amount attributable to noncontrolling interests; (v) the adjusted gross margin percentage guidance excludes from estimated GAAP gross margin percentage share-based compensation expense, acquisition accounting inventory fair value step-up adjustments and depreciation expense; (vi) the adjusted SG&A expenses guidance excludes from estimated GAAP SG&A expenses share-based compensation expense, transaction and integration costs and depreciation expense; and (vii) the adjusted R&D expenses guidance excludes from estimated GAAP R&D expenses share-based compensation expense and depreciation expense.

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
This press release contains forward-looking statements, including, but not limited to, statements related to Jazz Pharmaceuticals future financial results, including 2014 financial guidance, the company's plans to submit a new drug application for defibrotide in the United States and the timing thereof, the potential for creating long-term shareholder value, and other statements that are not historical facts. These forward-looking statements are based on Jazz Pharmaceuticals 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 and uncertainties associated with maintaining and increasing sales of and revenue from Xyrem, such as the potential introduction of generic competition or other sodium oxybate products that compete with Xyrem and changed or increased regulatory restrictions on or requirements with respect to Xyrem, as well as similar risks related to effectively commercializing the companys other marketed products, including Erwinaze and Defitelio; protecting and enhancing the companys intellectual property rights; delays or problems in the supply or manufacture of the company's products, particularly with respect to certain products as to which the company maintains limited inventories, and dependence on single source suppliers, including the risk that the company may not be able to obtain and supply sufficient product to meet commercial demand or to meet requirements for clinical trial supplies; obtaining appropriate pricing and reimbursement for the companys products in an increasingly challenging environment, including the need to obtain appropriate pricing and reimbursement approvals for Defitelio in European countries representing a significant market opportunity for Defitelio and the need to obtain and maintain reimbursement for Xyrem in the United States in an

5


environment in which the company is subject to increasingly restrictive conditions for reimbursement required by third party payors; ongoing regulation and oversight by U.S. and non-U.S. regulatory agencies; the challenges of obtaining sustained acceptance of the company's products by patients, physicians and payors; the difficulty and uncertainty of pharmaceutical product development, including the timing thereof, and the uncertainty of clinical success, such as the risk that results from preclinical studies and/or early clinical trials may not be predictive of results obtained in later and larger clinical trials planned or anticipated to be conducted for the companys product candidates; the inherent uncertainty associated with the regulatory approval process, including the risks that the company may be required to conduct additional time-consuming and costly clinical trials as a condition of regulatory approval of defibrotide in the United States and that the company may otherwise be unable to obtain or maintain any regulatory approval for defibrotide in the United States; risks associated with business combination or product or product candidate acquisition transactions, such as the risks that the acquired businesses, including the acquired Gentium business, will not be integrated successfully or that such integration may be more difficult, time-consuming or costly than expected, and that the company may otherwise fail to realize the anticipated benefits (commercial or otherwise) from such acquisition transactions, including the acquisition of Gentium and acquisition of the rights to defibrotide in the Americas; the companys ability to identify and acquire, in-license or develop additional products or product candidates to grow its business; and possible restrictions on the companys ability and flexibility to pursue certain future opportunities as a result of its substantial outstanding debt obligations; as well as risks related to future opportunities and plans, including the uncertainty of expected future financial performance and results; and those other risks detailed from time-to-time under the caption Risk Factors and elsewhere in Jazz Pharmaceuticals plcs Securities and Exchange Commission filings and reports (Commission File No.�001-33500), including the Quarterly Report on Form 10-Q for the quarter ended June 30, 2014 and future filings and reports by the company, including the Quarterly Report on Form 10-Q for the quarter ended September�30, 2014. Jazz Pharmaceuticals undertakes no duty or obligation to update any forward-looking statements contained in this press release as a result of new information, future events or changes in its expectations.

6





JAZZ PHARMACEUTICALS PLC
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
(Unaudited)

�
Three Months Ended
September 30,
�
Nine Months Ended
September 30,
�
2014
�
2013
�
2014
�
2013
Revenues:
�
�
�
�
�
�
�
Product sales, net
$
304,407

�
$
230,386

�
$
838,493

�
$
631,602

Royalties and contract revenues
2,177

�
1,774

�
6,240

�
5,047

Total revenues
306,584

�
232,160

�
844,733

�
636,649

Operating expenses:
�
�
�
�
�
�
�
Cost of product sales (excluding amortization of acquired developed technologies and intangible asset impairment)
26,994

�
24,252

�
88,610

�
76,503

Selling, general and administrative
93,501

�
74,970

�
300,420

�
223,004

Research and development
22,423

�
11,826

�
60,622

�
27,823

Acquired in-process research and development
75,000

�
988

�
202,000

�
4,988

Intangible asset amortization
30,630

�
19,564

�
94,607

�
58,518

Intangible asset impairment


�


�
32,806

�


Total operating expenses
248,548

�
131,600

�
779,065

�
390,836

Income from operations
58,036

�
100,560

�
65,668

�
245,813

Interest expense, net
(14,530
)
�
(6,202
)
�
(36,035
)
�
(20,743
)
Foreign currency gain (loss)
6,483

�
(614
)
�
6,680

�
(728
)
Loss on extinguishment and modification of debt


�


�


�
(3,749
)
Income before income tax provision
49,989

�
93,744

�
36,313

�
220,593

Income tax provision
24,221

�
18,335

�
60,598

�
59,574

Net income (loss)
25,768

�
75,409

�
(24,285
)
�
161,019

Net income (loss) attributable to noncontrolling interests, net of tax
2

�


�
(1,060
)
�


Net income (loss) attributable to Jazz Pharmaceuticals plc
$
25,766

�
$
75,409

�
$
(23,225
)
�
$
161,019

�
�
�
�
�
�
�
�
Net income (loss) per ordinary share attributable to Jazz Pharmaceuticals plc:
�
�
�
�
�
�
�
Basic
$
0.43

�
$
1.30

�
$
(0.39
)
�
$
2.76

Diluted
$
0.41

�
$
1.23

�
$
(0.39
)
�
$
2.62

Weighted-average ordinary shares used in calculating net income (loss) per ordinary share attributable to Jazz Pharmaceuticals plc:
�
�
�
�
�
�
�
Basic
60,305

�
58,217

�
59,457

�
58,437

Diluted
62,680

�
61,519

�
59,457

�
61,532






7


JAZZ PHARMACEUTICALS PLC
SUMMARY OF PRODUCT SALES, NET
(In thousands)
(Unaudited)

�
Three Months Ended
September 30,
�
Nine Months Ended
September 30,
�
2014
�
2013
�
2014
�
2013
Xyrem
$
204,337

�
$
153,664

�
$
556,081

�
$
404,932

Erwinaze/Erwinase
52,121

�
44,078

�
146,910

�
130,754

Defitelio/defibrotide
18,892

�


�
51,345

�


Prialt
6,282

�
11,046

�
16,422

�
20,726

Psychiatry
10,833

�
10,679

�
32,431

�
40,093

Other
11,942

�
10,919

�
35,304

�
35,097

Total net product sales
$
304,407

�
$
230,386

�
$
838,493

�
$
631,602



The following unaudited pro forma information represents the net product sales for the three and nine months ended September 30, 2014 and 2013, respectively, as if the acquisition of Gentium had been completed on January 1, 2013:

SUMMARY OF PRODUCT SALES, NET (PRO FORMA)
(In thousands)
(Unaudited)

�
Three Months Ended
September 30,
�
Nine Months Ended
September 30,
�
2014
�
2013
�
2014
�
2013
Xyrem
$
204,337

�
$
153,664

�
$
556,081

�
$
404,932

Erwinaze/Erwinase
52,121

�
44,078

�
146,910

�
130,754

Defitelio/defibrotide
18,892

�
13,142

�
54,242

�
31,842

Prialt
6,282

�
11,046

�
16,422

�
20,726

Psychiatry
10,833

�
10,679

�
32,431

�
40,093

Other
11,942

�
13,095

�
35,710

�
41,097

Total pro forma net product sales
$
304,407

�
$
245,704

�
$
841,796

�
$
669,444





8



JAZZ PHARMACEUTICALS PLC
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)


�
September�30,
2014
�
December�31,
2013
ASSETS
�
�
�
Current assets:
�
�
�
Cash and cash equivalents
$
575,040

�
$
636,504

Accounts receivable, net of allowances
187,604

�
124,805

Inventories
37,612

�
28,669

Prepaid expenses
24,206

�
7,183

Deferred tax assets, net
35,696

�
33,613

Other current assets
18,362

�
33,843

Total current assets
878,520

�
864,617

Property and equipment, net
44,205

�
14,246

Intangible assets, net
1,550,624

�
812,396

Goodwill
724,388

�
450,456

Deferred tax assets, net, non-current
101,249

�
74,597

Deferred financing costs
35,068

�
14,605

Other non-current assets
13,482

�
7,304

Total assets
$
3,347,536

�
$
2,238,221

LIABILITIES AND SHAREHOLDERS EQUITY
�
�
�
Current liabilities:
�
�
�
Accounts payable
$
29,671

�
$
21,005

Accrued liabilities
161,476

�
119,718

Current portion of long-term debt
9,444

�
5,572

Income taxes payable
15,755

�
336

Contingent consideration


�
50,000

Deferred tax liability, net
6,259

�
6,259

Deferred revenue
1,138

�
1,138

Total current liabilities
223,743

�
204,028

Deferred revenue, non-current
4,784

�
5,718

Long-term debt, less current portion
1,331,340

�
544,404

Deferred tax liability, net, non-current
413,460

�
168,497

Other non-current liabilities
33,596

�
20,040

Total Jazz Pharmaceuticals plc shareholders equity
1,340,523

�
1,295,534

Noncontrolling interests
90

�


Total liabilities and shareholders equity
$
3,347,536

�
$
2,238,221


9


JAZZ PHARMACEUTICALS PLC
RECONCILIATIONS OF GAAP REPORTED TO NON-GAAP ADJUSTED INFORMATION
(In thousands, except per share amounts)
(Unaudited)

�
Three Months Ended
September 30,
�
Nine Months Ended
September 30,
�
2014
�
2013
�
2014
�
2013
GAAP reported net income (loss) attributable to Jazz Pharmaceuticals plc
$
25,766

�
$
75,409

�
$
(23,225
)
�
$
161,019

Intangible asset amortization
30,630

�
19,564

�
94,607

�
58,518

Share-based compensation expense
18,251

�
11,876

�
50,618

�
32,139

Intangible asset impairment


�


�
32,806

�


Upfront and milestone payments
75,000

�
988

�
202,000

�
4,988

Transaction and integration costs
878

�
113

�
23,518

�
1,846

Acquisition accounting inventory fair value step-up adjustments


�
512

�
10,477

�
3,143

Restructuring charges


�


�


�
1,457

Change in fair value of contingent consideration


�
5,000

�


�
12,900

Depreciation
1,868

�
895

�
5,037

�
2,065

Loss on extinguishment and modification of debt


�


�


�
3,749

Non-cash interest expense
4,065

�
1,083

�
7,603

�
3,505

Income tax adjustments
(10,649
)
�
(6,043
)
�
(27,493
)
�
(3,198
)
Adjustments for amount attributable to noncontrolling interests
(2
)
�


�
(1,504
)
�


Non-GAAP adjusted net income attributable to Jazz Pharmaceuticals plc
$
145,807

�
$
109,397

�
$
374,444

�
$
282,131

�
�
�
�
�
�
�
�
GAAP reported net income (loss) attributable to Jazz Pharmaceuticals plc per diluted share
$
0.41

�
$
1.23

�
$
(0.39
)
�
$
2.62

Non-GAAP adjusted net income attributable to Jazz Pharmaceuticals plc per diluted share
$
2.33

�
$
1.78

�
$
5.99

�
$
4.59

Shares used in computing GAAP reported net income (loss) attributable to Jazz Pharmaceuticals plc per diluted share amounts
62,680

�
61,519

�
59,457

�
61,532

Shares used in computing non-GAAP adjusted net income attributable to Jazz Pharmaceuticals plc per diluted share amounts
62,680

�
61,519

�
62,532

�
61,532



10


JAZZ PHARMACEUTICALS PLC
RECONCILIATIONS OF GAAP REPORTED TO NON-GAAP ADJUSTED INFORMATION
CERTAIN LINE ITEMS AND OTHER INFORMATION
(In thousands, except per share amounts and percentages)
(Unaudited)
�
Three Months Ended
�
September�30, 2014
�
September�30, 2013
�
GAAP Reported
�
Adjustments
�
Non-GAAP Adjusted *
�
GAAP Reported
�
Adjustments
�
Non-GAAP Adjusted *
Total revenues
$
306,584

�
$


�
$
306,584

�
$
232,160

�
$


�
$
232,160

Cost of product sales
26,994

�
(413
)
(a)�
26,581

�
24,252

�
(1,103
)
(a)�
23,149

Selling, general and administrative
93,501

�
(16,259
)
(b)�
77,242

�
74,970

�
(15,345
)
(b)�
59,625

Research and development
22,423

�
(4,325
)
(c)�
18,098

�
11,826

�
(1,948
)
(c)�
9,878

Acquired in-process research and development
75,000

�
(75,000
)
�


�
988

�
(988
)
�


Intangible asset amortization
30,630

�
(30,630
)
�


�
19,564

�
(19,564
)
�


Interest expense, net
14,530

�
(4,065
)
(d)�
10,465

�
6,202

�
(1,083
)
(d)�
5,119

Foreign currency (gain) loss
(6,483
)
�


�
(6,483
)
�
614

�


�
614

Income before income tax provision
49,989

�
130,692

(e)�
180,681

�
93,744

�
40,031

(e)�
133,775

Income tax provision
24,221

�
10,649

(f)�
34,870

�
18,335

�
6,043

(f)�
24,378

Effective tax rate (g)
48.5
%
(o)�
�
�
19.3
%
�
19.6
%
�
�
�
18.2
%
Net income
25,768

�
120,043

(h)�
145,811

�
75,409

�
33,988

(h)�
109,397

Net income attributable to noncontrolling interests, net of tax
2

�
2

(i)�
4

�


�


(i)�


Net income attributable to Jazz Pharmaceuticals plc
$
25,766

�
$
120,041

(j)�
$
145,807

�
$
75,409

�
$
33,988

(j)�
$
109,397

Net income attributable to Jazz Pharmaceuticals plc per diluted share
$
0.41

�
�
�
$
2.33

�
$
1.23

�
�
�
$
1.78


11


JAZZ PHARMACEUTICALS PLC
RECONCILIATIONS OF GAAP REPORTED TO NON-GAAP ADJUSTED INFORMATION
CERTAIN LINE ITEMS AND OTHER INFORMATION
(In thousands, except per share amounts and percentages)
(Unaudited)
�
Nine Months Ended
�
September�30, 2014
�
September�30, 2013
�
GAAP Reported
�
Adjustments
�
Non-GAAP Adjusted *
�
GAAP Reported
�
Adjustments
�
Non-GAAP Adjusted *
Total revenues
$
844,733

�
$


�
$
844,733

�
$
636,649

�
$


�
$
636,649

Cost of product sales
88,610

�
(12,695
)
(k)�
75,915

�
76,503

�
(5,032
)
(k)�
71,471

Selling, general and administrative
300,420

�
(66,269
)
(l)�
234,151

�
223,004

�
(43,953
)
(l)�
179,051

Research and development
60,622

�
(10,686
)
(m)�
49,936

�
27,823

�
(4,565
)
(m)�
23,258

Acquired in-process research and development
202,000

�
(202,000
)
�


�
4,988

�
(4,988
)
�


Intangible asset amortization
94,607

�
(94,607
)
�


�
58,518

�
(58,518
)
�


Intangible asset impairment
32,806

�
(32,806
)
�


�


�


�


Interest expense, net
36,035

�
(7,603
)
(d)�
28,432

�
20,743

�
(3,505
)
(d)�
17,238

Foreign currency (gain) loss
(6,680
)
�


�
(6,680
)
�
728

�


�
728

Loss on extinguishment and modification of debt


�


�


�
3,749

�
(3,749
)
�


Income before income tax provision
36,313

�
426,666

(n)�
462,979

�
220,593

�
124,310

(n)�
344,903

Income tax provision
60,598

�
27,493

(f)�
88,091

�
59,574

�
3,198

(f)�
62,772

Effective tax rate (g)
166.9
%
(o)�
�
�
19.0
%
�
27.0
%
�
�
�
18.2
%
Net income (loss)
(24,285
)
�
399,173

(p)�
374,888

�
161,019

�
121,112

(p)�
282,131

Net income attributable to noncontrolling interests, net of tax
(1,060
)
�
1,504

(i)�
444

�


�


(i)�


Net income (loss) attributable to Jazz Pharmaceuticals plc
$
(23,225
)
�
$
397,669

(q)�
$
374,444

�
$
161,019

�
$
121,112

(q)�
$
282,131

Net income (loss) attributable to Jazz Pharmaceuticals plc per diluted share
$
(0.39
)
�
�
�
$
5.99

�
$
2.62

�
�
�
$
4.59



12


JAZZ PHARMACEUTICALS PLC
RECONCILIATIONS OF GAAP REPORTED TO NON-GAAP ADJUSTED INFORMATION
CERTAIN LINE ITEMS AND OTHER INFORMATION
(In thousands)
(Unaudited)

* Non-GAAP adjusted net income attributable to Jazz Pharmaceuticals plc and its line item components and related non-GAAP adjusted financial measures shown in the tables above are not meant to be considered in isolation or as a substitute for comparable GAAP reported measures, and should be read in conjunction with the condensed consolidated financial statements prepared in accordance with GAAP. The company believes that each of these non-GAAP adjusted financial measures is helpful in understanding its past financial performance and potential future results, particularly in light of the effect of various acquisition and divestiture transactions effected by the company. Company management regularly uses these supplemental non-GAAP financial measures internally to understand, manage and evaluate its business and make operating decisions. Compensation of executives is based in part on the performance of the company's business based on certain of these non-GAAP financial measures. In addition, the company believes that the presentation of these non-GAAP adjusted financial measures is useful to investors because it enhances the ability of investors to compare its results from period to period and allows for greater transparency with respect to key financial metrics the company uses in making operating decisions, and also because the companys investors and analysts regularly use them to model and track the companys financial performance. Specifically, the company believes that each of these non-GAAP adjusted financial measures provides useful information to management, investors and analysts by excluding, as applicable, intangible asset amortization, share-based compensation expense, intangible asset impairment, upfront and milestone payments, transaction and integration costs, acquisition accounting inventory fair value step-up adjustments, restructuring charges, change in fair value of contingent consideration, depreciation expense, loss on extinguishment and modification of debt and non-cash interest expense that may not be indicative of the company's core operating results and business outlook, and by including adjustments to convert the income tax provision to the estimated amount of taxes that are payable in cash and adjustments for the amount attributable to noncontrolling interests. Investors should note that these non-GAAP adjusted financial measures are not prepared under any comprehensive set of accounting rules or principles and do not reflect all of the amounts associated with the companys results of operations as determined in accordance with GAAP. Investors should also note that these non-GAAP adjusted financial measures have no standardized meaning prescribed by GAAP and, therefore, have limits in their usefulness to investors. In addition, from time-to-time in the future there may be other items that the company may exclude for purposes of its non-GAAP adjusted financial measures; likewise, the company may in the future cease to exclude items that it has historically excluded for purposes of its non-GAAP adjusted financial measures. Because of the non-standardized definitions, the non-GAAP adjusted financial measures appearing in the tables above may be calculated differently from, and therefore may not be directly comparable to, similarly titled measures used by the companys competitors and other companies.
Explanation of Adjustments and Certain Line Items:
(a)
Share-based compensation expense of $240 and $591, depreciation expense of $173 and $0, acquisition accounting inventory fair value step-up adjustments of $0 and $512 for the three months ended September 30, 2014 and 2013, respectively.
(b)
Share-based compensation expense of $14,834 and $9,354, depreciation expense of $1,425 and $878, change in fair value of contingent consideration of $0 and $5,000 and transaction and integration costs of $0 and $113 for the three months ended September 30, 2014 and 2013, respectively.
(c)
Share-based compensation expense of $3,177 and $1,931, transaction and integration costs of $878 and $0 and depreciation expense of $270 and $17 for the three months ended September 30, 2014 and 2013, respectively.
(d)
Non-cash interest expense associated with debt discount and debt issuance costs for the respective three- and nine-month periods.
(e)
Sum of adjustments (a) through (d) plus the adjustments for acquired in-process research and development and intangible asset amortization for the respective three-month period.
(f)
Adjustments to convert the income tax provision to the estimated amount of taxes payable in cash for the respective three- and nine-month periods.
(g)
Income tax provision divided by income before income tax provision for the respective three- and nine-month periods.
(h)
Net of adjustments (e) and (f) for the respective three-month period.
(i)
Adjustments for amount attributable to noncontrolling interests for the respective three- and nine-month period.
(j)
Net of adjustments (h) and (i) for the respective three-month period.
(k)
Acquisition accounting inventory fair value step-up adjustments of $10,477 and $3,143, share-based compensation expense of $1,705 and $1,788, depreciation expense of $513 and $0, restructuring charges of $0 and $68 and transaction and integration costs of $0 and $33 for the nine months ended September 30, 2014 and 2013, respectively.
(l)
Share-based compensation expense of $40,051 and $25,898, transaction and integration costs of $22,394 and $1,758, depreciation expense of $3,824 and $2,008, change in fair value of contingent consideration of $0 and $12,900, and restructuring charges of $0 and $1,389 for nine months ended September 30, 2014 and 2013, respectively.
(m)
Share-based compensation expense of $8,862 and $4,453, transaction and integration costs of $1,124 and $55 and depreciation expense of $700 and $57 for nine months ended September 30, 2014 and 2013, respectively.
(n)
Sum of adjustments (k), (l), (m) and (d) plus the adjustments for acquired in-process research and development, amortization and impairment of intangible assets and loss on extinguishment and modification of debt for the respective nine-month period.
(o)
After adjusting the income before income tax provision for the three months ended September 30, 2014 by excluding an upfront payment of $75,000 for rights to defibrotide in the Americas, we would have had income before income tax provision of $124,989, resulting in an effective tax rate of 19.4% for the three months ended September 30, 2014 based on the income tax provision of $24,221, compared to

13


19.6% for the same period in 2013. After adjusting the income before income tax provision for the nine months ended September 30, 2014 by excluding a total of $202,000 in upfront and milestone payments for rights to JZP-110 and to defibrotide in the Americas, we would have had income before income tax provision of $238,313, resulting in an effective tax rate of 25.4% for the nine months ended September 30, 2014 based on the income tax provision of $60,598, compared to 27.0% for the same period in 2013. The decreases in the effective tax rates for the three and nine months ended September 30, 2014 compared to the same periods in 2013 were primarily due to changes in income mix among the various jurisdictions in which we operate.�
(p)
Net of adjustments (n) and (f) for the respective nine-month period.
(q)
Net of adjustments (p) and (i) for the respective nine-month period.



14


JAZZ PHARMACEUTICALS PLC
RECONCILIATION OF GAAP TO NON-GAAP ADJUSTED 2014 GUIDANCE
(In millions, except per share amounts)
(Unaudited)

GAAP net income attributable to Jazz Pharmaceuticals plc
$46 - $66
Intangible asset amortization and depreciation
129 - 134
Share-based compensation expense
70 - 75
Intangible asset impairment
33
Upfront and milestone payments
202
Transaction and integration costs
25 - 30
Acquisition accounting inventory fair value step-up
10
Non-cash interest expense
13-15
Income tax adjustments
(30) - (20)
Adjustments for amount attributable to noncontrolling interests
(2)
Non-GAAP adjusted net income attributable to Jazz Pharmaceuticals plc
$513 - $526
�
�
GAAP net income attributable to Jazz Pharmaceuticals plc per diluted share
$0.73 - $1.05
Non-GAAP adjusted net income attributable to Jazz Pharmaceuticals plc per diluted share
$8.20- $8.35
�
�
Weighted-average ordinary shares used in per share computations
62 - 63


Contacts:
Investors
Kathee Littrell
Vice President, Investor Relations
Jazz Pharmaceuticals plc
Ireland, + 353 1 634 7887
U.S., + 1 650 496 2717

Media
Laurie Hurley
Vice President, Corporate Affairs
Jazz Pharmaceuticals plc
Ireland, + 353 1 634 7894
U.S., + 1 650 496 2796


15

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