0001297184falseDE00012971842020-08-062020-08-06

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

Date of Report (Date of earliest event Reported): August 6, 2020

Amphastar Pharmaceuticals, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware

001-36509

33-0702205

(State or Other Jurisdiction of
Incorporation)

(Commission File Number)

(I.R.S. Employer Identification
Number)

11570 6th Street

Rancho Cucamonga, California

91730

(Address of Principal Executive Offices)

(Zip Code)

Registrant's telephone number, including area code: (909) 980-9484

Not Applicable

(Former name or former address, if changed since last report)

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.0001 per share

AMPH

The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Item 2.02. Results of Operations and Financial Condition.

On August 6, 2020, Amphastar Pharmaceuticals, Inc. issued a press release announcing its financial results for quarter ended June 30, 2020. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.

    

Description

99.1

Press release, dated August 6, 2020, issued by Amphastar Pharmaceuticals, Inc.

SIGNATURE

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.

Date: August 6, 2020

Amphastar Pharmaceuticals, Inc.

By:

/s/ WILLIAM J. PETERS

William J. Peters

Chief Financial Officer and Senior Vice President

EXHIBIT 99.1

Amphastar Pharmaceuticals Reports Financial Results for the Three Months Ended June 30, 2020

Reports Net Revenues of $85.8 Million for the Three Months Ended June 30, 2020

RANCHO CUCAMONGA, CA – August 6, 2020 – Amphastar Pharmaceuticals, Inc. (NASDAQ: AMPH) (“Amphastar” or the “Company”) today reported results for the three months ended June 30, 2020.

Second Quarter Highlights

Net revenues of $85.8 million for the second quarter
GAAP net loss of $0.2 million, or $0.00 per share, for the second quarter
Adjusted non-GAAP net income of $7.6 million, or $0.16 per share, for the second quarter

Dr. Jack Zhang, Amphastar’s President and Chief Executive Officer, commented: “We are pleased with Amphastar’s second quarter and the first half of the year so far. Primatene® Mist has been a strong performer for the Company, while our epinephrine multi-dose vial launch continues to gain momentum. Despite the challenges presented by the COVID-19 pandemic, we remain confident, heading into our catalyst-rich second half of the year.”

Three Months Ended

Six Months Ended

 

June 30, 

June 30, 

 

2020

2019

2020

2019

 

(in thousands, except per share data)

 

Net revenues

    

$

85,806

    

$

79,047

    

$

170,494

    

$

158,837

GAAP net (loss) income attributable to Amphastar

$

(192)

$

47,787

$

3,757

$

48,655

Adjusted non-GAAP net income attributable to Amphastar*

$

7,610

$

4,117

$

15,993

$

9,002

GAAP diluted EPS attributable to Amphastar shareholders

$

(0.00)

$

0.96

$

0.08

$

0.97

Adjusted non-GAAP diluted EPS attributable to Amphastar shareholders*

$

0.16

$

0.08

$

0.33

$

0.18


 * Adjusted non-GAAP net income attributable to Amphastar and Adjusted non-GAAP diluted EPS attributable to Amphastar shareholders are non-GAAP financial measures. Please see the discussion in the section entitled “Non-GAAP Financial Measures” and the reconciliation of GAAP to non-GAAP financial measures in Table III of this press release.

Second Quarter Results

Three Months Ended

June 30, 

Change

2020

2019

Dollars

    

%

(in thousands)

Net revenues:

    

    

    

    

Primatene® Mist

$

12,468

$

2,512

$

9,956

396

%

Phytonadione

10,689

12,441

(1,752)

(14)

%

Enoxaparin

10,218

9,838

380

4

%

Lidocaine

7,608

10,082

(2,474)

(25)

%

Naloxone

8,723

7,833

890

11

%

Epinephrine

6,957

3,139

3,818

122

%

Other finished pharmaceutical products

 

24,272

 

27,890

 

(3,618)

 

(13)

%

Total finished pharmaceutical products net revenues

$

80,935

$

73,735

$

7,200

 

10

%

API

4,871

5,312

(441)

(8)

%

Total net revenues

$

85,806

$

79,047

$

6,759

9

%

Changes in net revenues were primarily driven by:


Increased sales of Primatene® Mist primarily resulting from the continued success of our nationwide television, radio, and digital marketing campaign
Increased epinephrine sales due to the launch of our newly-approved epinephrine injection, USP 30mg/30mL multiple-dose vial product as well as increased sales of our epinephrine pre-filled syringes
Increased naloxone sales due to higher unit volumes
Decreased lidocaine sales due to lower demand, largely due to reductions in elective procedures, in which the jelly form of lidocaine is often used, during the COVID-19 pandemic
Decreases in other finished pharmaceutical products were driven by reductions in products frequently used in elective procedures including Cortrosyn®, which were partially offset by an increase in sodium bicarbonate as we were able to utilize our new production line approved earlier in the year to meet strong demand

Three Months Ended

June 30, 

Change

2020

2019

Dollars

    

%

(in thousands)

Net revenues

$

85,806

$

79,047

$

6,759

9

%

Cost of revenues

52,629

46,660

5,969

13

%

Gross profit

$

33,177

$

32,387

$

790

2

%

as % of net revenues

39%

41%

Changes in cost of revenues and the resulting decrease to gross margin were primarily driven by:

Increase in inventory reserves including a $3.6 million reserve for crude heparin purchases and commitments at our Chinese subsidiary, Amphastar Nanjing Pharmaceuticals, Inc.
Increased sales of Primatene® Mist and the launch of epinephrine injection multiple-dose vial, both of which have higher margins, partially offset the inventory reserves

Three Months Ended

June 30, 

Change

2020

2019

Dollars

    

%

(in thousands)

Selling, distribution and marketing

$

4,026

$

2,992

$

1,034

35

%

General and administrative

15,924

12,426

3,498

28

%

Research and development

16,149

15,996

153

1

%

Marketing and distribution expenses increased primarily related to Primatene® Mist, including the cost of a national digital, television, radio and digital marketing campaign, which began in July 2019
General and administrative expenses increased primarily due to the separation agreement entered into with a former executive, in which we incurred an expense of $4.9 million relating to cash compensation and share-based compensation expense
Research and development expenses increased primarily at our ANP subsidiary

Three Months Ended

June 30, 

Change

2020

2019

Dollars

    

%

(in thousands)

Non-operating income (expense), net

$

1,418

$

60,120

$

(58,702)

NM

In June 2019, we recognized a gain of $59.9 million relating to the settlement of our patent and antitrust litigation with Momenta Pharmaceuticals, Inc. and Sandoz Inc.


Cash flow provided by operating activities for the six months ended June 30, 2020, was $31.6 million.

Impact of COVID-19

The increase in sales of Primatene® Mist and certain hospital products as a result of the COVID-19 pandemic experienced towards the end of the first quarter continued into the early part of the second quarter of 2020. We also noticed a decline in demand for certain products such as Cortrosyn® and lidocaine, which are frequently used in elective procedures. The Company has not experienced any significant negative impacts on its cash flows or operations as a result of the COVID-19 pandemic. All of the Company’s production facilities continued to operate during the quarter as they had prior to the COVID-19 pandemic with very little change, other than for enhanced safety measures intended to prevent the spread of the virus. It is not possible at this time to estimate the complete impact that the COVID-19 pandemic could have on our business, as the impact will depend on future developments of the pandemic, which are highly uncertain and cannot be predicted.

Share Buyback Program

On August 4, 2020, the Company’s Board of Directors authorized an increase of $20 million to the Company’s share buyback program, which is expected to continue for an indefinite period of time. The primary goal of the program is to offset dilution created by the Company’s equity compensation programs.

Purchases may be made through the open market and private block transactions pursuant to Rule 10b5-1 plans, privately negotiated transactions, or other means, as determined by the Company’s management and in accordance with the requirements of the Securities and Exchange Commission and applicable laws.

The timing and actual number of shares repurchased will depend on a variety of factors including price, corporate and regulatory requirements, and other conditions.

Pipeline Information

The Company currently has five ANDAs filed with the FDA targeting products with a market size of approximately $1.7 billion, three biosimilar products in development targeting products with a market size of approximately $13 billion, and nine generic products in development targeting products with a market size of approximately $12 billion. This market information is based on IQVIA data for the 12 months ended June 30, 2020. The Company is currently developing four proprietary products, including a new drug application for intranasal naloxone.

Amphastar’s Chinese subsidiary, ANP, currently has 14 Drug Master Files, or DMFs, on file with the FDA and is developing several additional DMFs.

Company Information

Amphastar is a specialty pharmaceutical company that focuses primarily on developing, manufacturing, marketing, and selling technically-challenging generic and proprietary injectable, inhalation, and intranasal products. Additionally, the Company sells insulin API products. Most of the Company’s finished products are used in hospital or urgent care clinical settings and are primarily contracted and distributed through group purchasing organizations and drug wholesalers. More information and resources are available at www.amphastar.com.

Amphastar’s logo and other trademarks or service marks of Amphastar, including, but not limited to Amphastar®, Primatene®, Amphadase® and Cortrosyn®, are the property of Amphastar.


Non-GAAP Financial Measures

To supplement its consolidated financial statements, which are prepared and presented in accordance with U.S. generally accepted accounting principles (“GAAP”), the Company is disclosing non-GAAP financial measures when providing financial results. The Company believes that an evaluation of its ongoing operations (and comparisons of its current operations with historical and future operations) would be difficult if the disclosure of its financial results were limited to financial measures prepared only in accordance with GAAP. As a result, the Company is disclosing certain non-GAAP results, including (i) Adjusted non-GAAP net income (loss) attributed to Amphastar and (ii) Adjusted non-GAAP diluted EPS attributed to Amphastar’s shareholders, which exclude amortization expense, share-based compensation, impairment charges, executive severance expense, and legal settlements, in order to supplement investors’ and other readers’ understanding and assessment of the Company’s financial performance because the Company’s management uses these measures internally for forecasting, budgeting, and measuring its operating performance. Whenever the Company uses such non-GAAP measures, it will provide a reconciliation of non-GAAP financial measures to their most directly comparable GAAP financial measures. Investors and other readers are encouraged to review the related GAAP financial measures and the reconciliation of non-GAAP measures to their most directly comparable GAAP measures set forth below and should consider non-GAAP measures only as a supplement to, not as a substitute for or as a superior measure to, measures of financial performance prepared in accordance with GAAP.

Conference Call Information

The Company will hold a conference call to discuss its financial results today, August 6, 2020, at 2:00 p.m. Pacific Time.

To access the conference call, dial toll-free (800) 708-4540 five minutes before the conference. The passcode for the conference call is 49844225.

The call can also be accessed on the Investors page on the Company’s website at www.amphastar.com.

Forward-Looking Statements

All statements in this press release and in the conference call referenced above that are not historical are forward-looking statements, including, among other things, statements relating to the Company’s expectations regarding future financial performance, backlog, sales and marketing of its products, market size and growth, the timing of FDA filings or approvals, including the DMFs of ANP, the timing of product launches, acquisitions and other matters related to its pipeline of product candidates, its share buyback program and other future events, such as the impact of the COVID-19 pandemic and related responses of business and governments to the pandemic on our operations and personnel, and on commercial activity and demand across our business operations and results of operations. These statements are not historical facts but rather are based on Amphastar’s historical performance and its current expectations, estimates, and projections regarding Amphastar’s business, operations, and other similar or related factors. Words such as “may,” “might,” “will,” “could,” “would,” “should,” “anticipate,” “predict,” “potential,” “continue,” “expect,” “intend,” “plan,” “project,” “believe,” “estimate,” and other similar or related expressions are used to identify these forward-looking statements, although not all forward-looking statements contain these words. You should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties, and assumptions that are difficult or impossible to predict and, in some cases, beyond Amphastar’s control. Actual results may differ materially from those in the forward-looking statements as a result of a number of factors, including those described in Amphastar’s filings with the Securities and Exchange Commission, including in the Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on March 16, 2020. In particular, the extent of COVID-19’s impact on our business will depend on several factors, including the severity, duration and extent of the pandemic, as well as actions taken by governments, businesses, and consumers in response to the pandemic, all of which


continue to evolve and remain uncertain at this time. You can locate these reports through the Company’s website at http://ir.amphastar.com and on the SEC’s website at www.sec.gov. The forward-looking statements in this release speak only as of the date of the release. Amphastar undertakes no obligation to revise or update information or any forward-looking statements in this press release or the conference call referenced above to reflect events or circumstances in the future, even if new information becomes available or if subsequent events cause Amphastar’s expectations to change.

Contact Information:

Amphastar Pharmaceuticals, Inc.

Bill Peters

Chief Financial Officer

(909) 980-9484


Table I

Amphastar Pharmaceuticals, Inc.

Condensed Consolidated Statement of Operations

(Unaudited; in thousands, except per share data)

Three Months Ended

Six Months Ended

 

June 30, 

June 30, 

 

    

2020

    

2019

    

2020

    

2019

 

Net revenues

    

$

85,806

    

$

79,047

    

$

170,494

    

$

158,837

Cost of revenues

 

52,629

 

46,660

 

100,494

 

95,547

Gross profit

 

33,177

 

32,387

 

70,000

 

63,290

Operating expenses:

Selling, distribution, and marketing

 

4,026

 

2,992

 

7,320

 

6,133

General and administrative

 

15,924

 

12,426

 

26,670

 

28,753

Research and development

 

16,149

 

15,996

 

31,452

 

30,603

Total operating expenses

 

36,099

 

31,414

 

65,442

 

65,489

(Loss) income from operations

 

(2,922)

 

973

 

4,558

 

(2,199)

Non-operating income (expenses), net

 

1,418

 

60,120

 

(257)

 

59,659

(Loss) income before income taxes

 

(1,504)

 

61,093

 

4,301

 

57,460

Income tax (benefit) provision

 

(75)

 

14,173

 

2,205

 

12,694

Net (loss) income

$

(1,429)

$

46,920

$

2,096

$

44,766

Net loss attributable to non-controlling interests

$

(1,237)

$

(867)

$

(1,661)

$

(3,889)

Net (loss) income attributable to Amphastar

$

(192)

$

47,787

$

3,757

$

48,655

Net (loss) income per share attributable to Amphastar shareholders:

Basic

$

(0.00)

$

1.01

$

0.08

$

1.04

Diluted

$

(0.00)

$

0.96

$

0.08

$

0.97

Weighted-average shares used to compute net (loss) income per share attributable to Amphastar shareholders:

Basic

 

46,753

 

47,107

 

46,581

 

46,925

Diluted

 

46,753

 

49,894

 

48,458

 

50,155


Table II

Amphastar Pharmaceuticals, Inc.

Condensed Consolidated Balance Sheets

(Unaudited; in thousands, except share data)

    

June 30, 

    

December 31, 

2020

2019

(unaudited)

ASSETS

Current assets:

Cash and cash equivalents

$

87,388

$

73,685

Restricted cash

1,865

1,865

Short-term investments

11,101

11,675

Restricted short-term investments

 

2,200

 

2,290

Accounts receivable, net

 

49,862

 

45,376

Inventories

 

104,726

 

110,501

Income tax refunds and deposits

 

682

 

311

Prepaid expenses and other assets

 

8,997

 

9,538

Total current assets

 

266,821

 

255,241

Property, plant, and equipment, net

 

238,236

 

233,856

Finance lease right-of-use assets

774

887

Operating lease right-of-use assets

17,086

18,805

Goodwill and intangible assets, net

 

40,271

 

41,153

Other assets

 

12,635

 

11,156

Deferred tax assets

 

24,235

 

25,873

Total assets

$

600,058

$

586,971

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:

Accounts payable and accrued liabilities

$

75,385

$

77,051

Income taxes payable

 

2,345

 

2,042

Current portion of long-term debt

 

12,075

 

7,741

Current portion of operating lease liabilities

3,481

3,175

Total current liabilities

 

93,286

 

90,009

Long-term reserve for income tax liabilities

 

3,425

 

3,425

Long-term debt, net of current portion

 

34,622

 

39,394

Long-term operating lease liabilities, net of current portion

14,530

16,315

Deferred tax liabilities

 

760

 

867

Other long-term liabilities

 

10,998

 

9,433

Total liabilities

 

157,621

 

159,443

Commitments and contingencies

Stockholders’ equity:

Preferred stock: par value $0.0001; 20,000,000 shares authorized; no shares issued and outstanding

 

 

Common stock: par value $0.0001; 300,000,000 shares authorized; 54,372,275 and 47,494,909 shares issued and outstanding as of June 30, 2020 and 52,495,483 and 46,576,968 shares issued and outstanding as of December 31, 2019, respectively

 

5

 

5

Additional paid-in capital

 

396,841

 

367,305

Retained earnings

 

120,127

 

116,370

Accumulated other comprehensive loss

 

(5,173)

 

(4,687)

Treasury stock

 

(114,119)

 

(97,627)

Total Amphastar Pharmaceuticals, Inc. stockholders’ equity

 

397,681

 

381,366

Non-controlling interests

44,756

46,162

Total equity

442,437

427,528

Total liabilities and stockholders’ equity

$

600,058

$

586,971


Table III

Amphastar Pharmaceuticals, Inc.

Reconciliation of Non-GAAP Measures

(Unaudited; in thousands, except per share data)

Three Months Ended

Six Months Ended

June 30, 

June 30, 

    

2020

    

2019

    

2020

    

2019

GAAP net (loss) income

    

$

(1,429)

    

$

46,920

    

$

2,096

    

$

44,766

Adjusted for:

Intangible amortization

 

251

 

256

 

509

 

526

Share-based compensation

 

4,194

 

4,032

 

9,476

 

8,706

Impairment of long-lived assets

 

16

 

46

 

30

 

183

Expense related to executive separation agreement

4,869

4,869

Gain on litigation settlement

(59,900)

(59,900)

Income tax (benefit) provision on pre-tax adjustments

 

(1,445)

 

11,955

 

(2,449)

 

11,020

Non-GAAP net income

$

6,456

$

3,309

$

14,531

$

5,301

Non-GAAP net loss attributable to non-controlling interests

$

(1,154)

$

(808)

$

(1,462)

$

(3,701)

Non-GAAP net income attributable to Amphastar

$

7,610

$

4,117

$

15,993

$

9,002

Non-GAAP net income per share attributable to Amphastar shareholders:

Basic

$

0.16

$

0.09

$

0.34

$

0.19

Diluted

$

0.16

$

0.08

$

0.33

$

0.18

Weighted-average shares used to compute non-GAAP net income per share attributable to Amphastar shareholders:

Basic

 

46,753

 

47,107

 

46,581

 

46,925

Diluted

 

48,668

 

49,894

 

48,458

 

50,155

Three Months Ended June 30, 2020

 

Selling,

General

Research

Non-operating

Income

 

Non-controlling

Cost of

distribution

and

and

income

tax provision

 

interest

    

revenue

    

and marketing

    

administrative

    

development

    

(expense), net

    

(benefit)

    

adjustment

GAAP

$

52,629

$

4,026

$

15,924

$

16,149

$

1,418

$

(75)

$

(1,237)

Intangible amortization

(217)

(34)

11

Share-based compensation

(970)

(123)

(2,733)

(368)

86

Impairment of long-lived assets

(3)

(13)

6

Expense related to executive separation agreement

(4,869)

Income tax provision (benefit) on pre-tax adjustments

1,445

(20)

Non-GAAP

$

51,439

$

3,903

$

8,275

$

15,781

$

1,418

$

1,370

$

(1,154)


Reconciliation of Non-GAAP Measures (continued)

Three Months Ended June 30, 2019

 

Selling,

General

Research

Non-operating

Income

 

Non-controlling

Cost of

distribution

and

and

income

tax provision

 

interest

    

revenue

    

and marketing

    

administrative

    

development

    

(expense), net

    

(benefit)

    

adjustment

GAAP

$

46,660

$

2,992

$

12,426

$

15,996

$

60,120

$

14,173

$

(867)

Intangible amortization

(223)

(33)

11

Share-based compensation

(959)

(95)

(2,648)

(330)

56

Impairment of long-lived assets

(43)

(3)

1

Gain on litigation settlement

(59,900)

Income tax (benefit) provision on pre-tax adjustments

(11,955)

(9)

Non-GAAP

$

45,435

$

2,897

$

9,742

$

15,666

$

220

$

2,218

$

(808)

Six Months Ended June 30, 2020

Selling,

General

Research

Non-operating

Income

Non-controlling

Cost of

distribution

and

and

income

tax provision

interest

    

revenue

    

and marketing

    

administrative

    

development

    

(expense), net

    

(benefit)

    

adjustment

GAAP

$

100,494

$

7,320

$

26,670

$

31,452

$

(257)

$

2,205

$

(1,661)

Intangible amortization

(441)

(68)

22

Share-based compensation

(2,329)

(230)

(5,952)

(965)

213

Impairment of long-lived assets

(13)

(17)

7

Expense related to executive separation agreement

(4,869)

Income tax provision (benefit) on pre-tax adjustments

2,449

(43)

Non-GAAP

$

97,711

$

7,090

$

15,764

$

30,487

$

(257)

$

4,654

$

(1,462)

Six Months Ended June 30, 2019

 

Selling,

General

Research

Non-operating

Income

 

Non-controlling

Cost of

distribution

and

and

income

tax provision

 

interest

    

revenue

    

and marketing

    

administrative

    

development

    

(expense), net

    

(benefit)

    

adjustment

GAAP

$

95,547

$

6,133

$

28,753

$

30,603

$

59,659

$

12,694

$

(3,889)

Intangible amortization

(453)

(73)

22

Share-based compensation

(2,238)

(189)

(5,439)

(840)

150

Impairment of long-lived assets

(65)

(12)

(106)

49

Gain on litigation settlement

(59,900)

Income tax (benefit) provision on pre-tax adjustments

(11,020)

(33)

Non-GAAP

$

92,791

$

5,944

$

23,229

$

29,657

$

(241)

$

1,674

$

(3,701)