Mylan Reports Strong Second Quarter and First Half 2020 Results and Updates 2020 Guidance
Mylan N.V. (NASDAQ: MYL) reported its financial results for Q2 and the first half of 2020. Total revenues reached $2.73 billion in Q2, a 4% decline year-over-year, while revenues for the first half stood at $5.35 billion, showing little change. North America net sales increased by 2%, but the Europe and Rest of World segments faced declines of 6% and 10%, respectively. U.S. GAAP net earnings for Q2 were $39.4 million, a significant recovery from a loss of $(168.5) million in Q2 2019. Adjusted net earnings rose to $574.3 million compared to $532.8 million in the prior year.
- U.S. GAAP net earnings of $39.4 million in Q2 2020, recovering from a loss of $(168.5) million in Q2 2019.
- Adjusted net earnings increased to $574.3 million, up from $532.8 million in the prior year.
- U.S. GAAP net cash provided by operating activities for H1 2020 was $670.6 million, up from $629.2 million in H1 2019.
- Adjusted EBITDA rose to $878.6 million in Q2 2020 from $847.4 million in Q2 2019.
- Total revenues decreased by 4% in Q2 2020 compared to the prior year.
- Europe segment net sales declined by 6%, while the Rest of World segment fell by 10%.
HERTFORDSHIRE, England and PITTSBURGH, Aug. 6, 2020 /PRNewswire/ -- Mylan N.V. (NASDAQ: MYL) today announced its financial results for the three and six months ended June 30, 2020.
Second Quarter 2020 Financial Highlights
- Total revenues of
$2.73 billion , down4% , down2% on a constant currency basis, compared to the prior year period. - Revenue Highlights:
- North America segment net sales of
$1.04 billion , up2% on an actual and constant currency basis. - Europe segment net sales of
$935.0 million , down6% , down3% on a constant currency basis. - Rest of World segment net sales of
$721.9 million , down10% , down5% on a constant currency basis. - U.S. GAAP net earnings of
$39.4 million , compared to U.S. GAAP net loss of$(168.5) million in the prior year period. - Adjusted net earnings of
$574.3 million , compared to adjusted net earnings of$532.8 million in the prior year period. - Adjusted EBITDA of
$878.6 million , compared to adjusted EBITDA of$847.4 million in the prior year period.
Six Months Ended June 30, 2020 Financial Highlights
- Total revenues of
$5.35 billion , essentially flat, up3% on a constant currency basis, compared to the prior year period. - Revenue Highlights:
- North America segment net sales of
$1.99 billion , up2% , up3% on a constant currency basis. - Europe segment net sales of
$1.96 billion , up4% , up7% on a constant currency basis. - Rest of World segment net sales of
$1.33 billion , down8% , down3% on a constant currency basis. - U.S. GAAP net earnings of
$60.2 million , compared to U.S. GAAP net loss of$(193.5) million in the prior year period. - Adjusted net earnings of
$1.04 billion , compared to adjusted net earnings of$954.7 million in the prior year period. - Adjusted EBITDA of
$1.63 billion , compared to adjusted EBITDA of$1.56 billion in the prior year period. - U.S. GAAP net cash provided by operating activities for the six months ended June 30, 2020 of
$670.6 million , compared to net cash provided by operating activities of$629.2 million in the prior year period, and adjusted free cash flow for the six months ended June 30, 2020 of$878.6 million , compared to$750.8 million in the prior year period.
Updated Full Year 2020 Financial Guidance
Mylan is not providing forward-looking guidance for U.S. GAAP reported financial measures or a quantitative reconciliation of forward-looking non-GAAP financial measures. Please see "Non-GAAP Financial Measures" for additional information.
Mylan is tightening its full year guidance within the ranges of the original expectations for both adjusted EBITDA and total revenues. We now expect the overall COVID-19 recovery efforts will occur slower than anticipated and may continue throughout the rest of the year. As a result, we expect total revenues, which absorbed a
(in millions) | 2020 Updated | 2020 Updated | ||
Total Revenues | ||||
Adjusted EBITDA |
Mylan CEO Heather Bresch commented: "Since the onset of the COVID-19 pandemic, Mylan has remained steadfast in its focus on continuing to protect the health and safety of its workforce while also serving patients and partnering with the global healthcare community in the fight against the disease. Mylan's strong results from the first half of the year demonstrate the resilience of our underlying business, even amidst the current environment, with total revenues of
Mylan President Rajiv Malik added: "The commitment of our employees, especially our front-line workers, has enabled us to maintain supply continuity and strong customer service levels without any meaningful disruption during the first half of 2020. Through leveraging new technologies and virtual tools, our sales force has provided continual support to meet the needs of healthcare professionals and the patients they serve. As we navigate the current environment, we also remain focused on our long-term strategy. Our sustained momentum in achieving key pipeline and biosimilar development program milestones reflects our continued concentration in moving up the science spectrum and bringing to market difficult-to-develop and complex products. We are especially proud of the global biosimilars franchise we have built, as we are approaching
Mylan CFO Ken Parks added: "In the second quarter, Mylan once again generated strong cash flow taking first half 2020 adjusted free cash flow to
RECENT DEVELOPMENTS
LEADERSHIP UPDATE
As previously shared as part of Mylan and Pfizer's Upjohn business combination agreement on July 29, 2019, it was announced that Mylan CFO Ken Parks would depart Mylan upon closing of the pending transaction. Following his completion of the work required under his transition and succession agreement, and his acceptance of a CFO role at another publicly traded company, today Mylan announced that Ken Parks will depart effective September 1, 2020. As also announced in February 2020, Sanjeev Narula, current CFO of Pfizer's Upjohn business will become CFO of Viatris once the new company launches, which is expected to occur in the fourth quarter of this year. Upon Mr. Parks' transition, Paul Campbell, Controller and Chief Accounting Officer of Mylan, will lead Mylan's global finance functions on an interim basis as he has done during previous transitions and pending the anticipated formation of Viatris.
Mylan Executive Chairman Robert J. Coury commented, "On behalf of Mylan's Board of Directors, we would like to thank Ken for all his contributions and accomplishments during his tenure at Mylan. Ken has been a consummate professional and has completed all that was required as part of his transition agreement. We are delighted to wish him well in this next chapter of his career."
Mr. Parks said, "I am proud of what we have accomplished at Mylan, including further enhancing the strength and resiliency of our global platform – all while ensuring a robust financial profile that has enabled a foundation for future success. I wish the best for my Mylan colleagues and look forward to watching Mylan continue to build on this momentum as it works toward the formation of Viatris and beyond. I thank the leadership team and the Mylan Board of Directors for their support over the past four years."
MERIDIAN SUPPLY AGREEMENT
In connection with the Separation and Distribution Agreement, dated as of July 29, 2019, by and between Pfizer Inc. ("Pfizer") and Upjohn Inc. ("Upjohn") (as amended, the "Separation Agreement"), and the Business Combination Agreement, dated as of July 29, 2019, by and among Mylan, Pfizer, Upjohn and certain of their affiliates (as amended, the "Business Combination Agreement"), Pfizer, Upjohn and Mylan previously agreed to review and negotiate a potential transfer of Pfizer's Meridian Medical Technologies business (the "Meridian Business") to Upjohn. The Meridian Business is Mylan's supplier of EpiPen® Auto-Injectors pursuant to an agreement that had an expiration date of December 31, 2020 (the "EpiPen Supply Agreement"). Instead of proceeding with the transfer of the Meridian Business, Pfizer and Mylan agreed subsequent to June 30, 2020 to extend the EpiPen Supply Agreement for an additional four-year period through December 31, 2024, with an option for Mylan (or Upjohn) to further extend the term for an additional one-year period thereafter.
Financial Summary
Three Months Ended | Six Months Ended | ||||||||||||||||||
June 30, | June 30, | ||||||||||||||||||
(Unaudited; in millions, except %s) | 2020 | 2019 | Percent Change | 2020 | 2019 | Percent Change | |||||||||||||
Total Revenues (1) | $ | 2,731.2 | $ | 2,851.5 | (4)% | $ | 5,350.4 | $ | 5,347.0 | —% | |||||||||
North America Net Sales | 1,039.0 | 1,023.4 | 1,994.5 | 1,946.3 | |||||||||||||||
Europe Net Sales | 935.0 | 989.6 | (6)% | 1,956.9 | 1,884.9 | ||||||||||||||
Rest of World Net Sales | 721.9 | 805.2 | (10)% | 1,332.7 | 1,447.6 | (8)% | |||||||||||||
Other Revenues | 35.3 | 33.3 | 66.3 | 68.2 | (3)% | ||||||||||||||
U.S. GAAP Gross Profit | $ | 1,025.7 | $ | 932.6 | $ | 1,931.8 | $ | 1,737.8 | |||||||||||
U.S. GAAP Gross Margin | 37.6 | % | 32.7 | % | 36.1 | % | 32.5 | % | |||||||||||
Adjusted Gross Profit (2) | $ | 1,482.8 | $ | 1,533.1 | (3)% | $ | 2,863.2 | $ | 2,873.8 | —% | |||||||||
Adjusted Gross Margin (2) | 54.3 | % | 53.8 | % | 53.5 | % | 53.7 | % | |||||||||||
U.S. GAAP Net Earnings (Loss) | $ | 39.4 | $ | (168.5) | $ | 60.2 | $ | (193.5) | |||||||||||
Adjusted Net Earnings (2) | $ | 574.3 | $ | 532.8 | $ | 1,041.5 | $ | 954.7 | |||||||||||
EBITDA (2) | $ | 569.1 | $ | 596.7 | (5)% | $ | 1,152.0 | $ | 1,130.9 | ||||||||||
Adjusted EBITDA (2) | $ | 878.6 | $ | 847.4 | $ | 1,629.3 | $ | 1,557.6 |
(1) | Amounts exclude intersegment revenue that eliminates on a consolidated basis. |
(2) | Non-GAAP financial measures. Please see "Non-GAAP Financial Measures" for additional information. |
Second Quarter 2020 Financial Results
Total revenues for the three months ended June 30, 2020 were
The decrease in net sales was primarily the result of a decrease in net sales in the Rest of World segment of
- Net sales from North America segment totaled
$1.04 billion in the current quarter, an increase of$15.6 million or2% when compared to the prior year period. This increase was primarily driven by higher volumes from net sales of existing products and new product sales and partially offset by lower pricing on sales of existing products. Higher volumes from net sales of existing products were primarily driven by sales of the WixelaTM InhubTM and Yupelri®, partially offset by lower EpiPen volumes. Lower pricing on sales of existing products was driven by changes in the competitive environment, including for Levothyroxine Sodium. The impact of foreign currency translation on current period net sales was insignificant within North America. - Net sales from Europe segment totaled
$935.0 million in the current quarter, a decrease of$54.6 million , or6% , when compared to the prior year period. The decrease was primarily due to lower volumes from net sales of existing products due to COVID-19, the unfavorable impact of foreign currency translation of approximately$21.3 million or2% , and to a lesser extent, lower pricing on sales of existing products. The unfavorable impact of these items was partially offset by new product sales. Constant currency net sales decreased by approximately$33.3 million , or3% , when compared to the prior year period. - Net sales from Rest of World segment totaled
$721.9 million in the current quarter, a decrease of$83.3 million or10% when compared to the prior year period. This decrease was primarily driven by the unfavorable impact of foreign currency translation, lower volumes from net sales of existing products, driven by the negative impact of COVID-19 in many emerging markets including China, and lower pricing from net sales of existing products, primarily driven by government price cuts in Japan. These decreases were partially offset by new product sales, primarily in Australia. Overall, net sales from Rest of World were unfavorably impacted by the effect of foreign currency translation by approximately$44.1 million , or5% . Constant currency net sales decreased by approximately$39.2 million , or5% when compared to the prior year period.
U.S. GAAP gross profit was
R&D expense for the three months ended June 30, 2020 was
Selling, general and administrative ("SG&A") expense for the three months ended June 30, 2020 was
During the second quarter of 2020, the Company recorded a net charge of
U.S. GAAP net earnings increased by
EBITDA was
Six Months Ended June 30, 2020 Financial Results
Total revenues for the six months ended June 30, 2020 were
The increase in net sales was primarily the result of an increase in net sales in the Europe segment of
- Net sales from North America segment totaled
$1.99 billion during the six months ended June 30, 2020, an increase of$48.2 million or2% when compared to the prior year period. This increase was due primarily to higher volumes on sales of existing products, and to a lesser extent, new product sales. The higher volumes on sales of existing products were primarily driven by the expected growth of WixelaTM InhubTM and Yupelri® due to the launch timing of each product when compared to the prior year period. The increase in net sales was partially offset by lower net sales of existing products as a result of lower pricing. Lower pricing on sales of existing products was driven by changes in the competitive environment, including for Levothyroxine Sodium. The impact of foreign currency translation on current period net sales was insignificant within North America. - Net sales from Europe segment totaled
$1.96 billion during the six months ended June 30, 2020, an increase of$72.0 million or4% when compared to the prior year period. This increase was primarily the result of higher net sales of existing products, as a result of increased volumes, and to a lesser extent new product sales. Volumes of existing products increased by approximately$40.0 million due to the resolution of supply disruptions encountered in the prior year period. The remainder of the increase in net sales was the result of expected net sales growth in the region partially offset by the negative impact of COVID-19. The increase in net sales was partially offset by the unfavorable impact of foreign currency translation of approximately$54.6 million or3% , and to a lesser extent by lower pricing on sales of existing products. Constant currency net sales increased by approximately$126.6 million , or7% , when compared to the prior year period. - Net sales from Rest of World segment totaled
$1.33 billion during the six months ended June 30, 2020, a decrease of$114.9 million or8% when compared to the prior year period. The decrease was primarily due to the unfavorable impact of foreign currency translation and lower volumes on net sales of existing products related to the estimated negative impact from COVID-19 in China, Russia, Brazil and other emerging markets. The decrease in net sales of existing products were also impacted by lower pricing, primarily driven by government price cuts in Australia and Japan. Partially offsetting lower net sales of existing products were new product sales, primarily in Australia. Overall, net sales from Rest of World were unfavorably impacted by the effect of foreign currency translation of approximately$74.0 million , or5% . Constant currency net sales decreased by approximately$40.9 million , or3% , when compared to the prior year period.
U.S. GAAP gross profit was
R&D expense for the six months ended June 30, 2020 was
SG&A expense for the six months ended June 30, 2020 was
During the six months ended June 30, 2020 the Company recorded a net charge of
U.S. GAAP net earnings (loss) increased by
EBITDA was
Cash Flow
U.S. GAAP net cash provided by operating activities for the three and six months ended June 30, 2020 was
Adjusted net cash provided by operating activities for the three and six months ended June 30, 2020 was
Conference Call and Earnings Materials
Mylan N.V. will host a conference call and live webcast, today at 10:30 a.m. ET, to review the Company's financial results for the second quarter ended June 30, 2020. The earnings call can be accessed live by calling 855.493.3607 or 346.354.0950 for international callers (ID#: 4267916) or at the following address on the Company's website: investor.mylan.com. The Q2 2020 "Earnings Call Presentation", which will be referenced during the call can be found at investor.mylan.com. A replay of the webcast will also be available on the website.
Non-GAAP Financial Measures
This press release includes the presentation and discussion of certain financial information that differs from what is reported under accounting principles generally accepted in the United States ("U.S. GAAP"). These non-GAAP financial measures, including, but not limited to, adjusted gross profit, adjusted gross margins, adjusted net earnings, EBITDA, adjusted EBITDA, adjusted R&D and as a % of total revenues, adjusted SG&A and as a % of total revenues, adjusted earnings from operations, adjusted interest expense, adjusted other (income) expense, adjusted effective tax rate, notional debt to Credit Agreement Adjusted EBITDA leverage ratio, long-term average debt to Credit Agreement Adjusted EBITDA leverage ratio target, adjusted net cash provided by operating activities, adjusted free cash flow, constant currency total revenues and constant currency net sales are presented in order to supplement investors' and other readers' understanding and assessment of the financial performance of Mylan N.V. ("Mylan" or the "Company"). Management uses these measures internally for forecasting, budgeting, measuring its operating performance, and incentive-based awards. Primarily due to acquisitions and other significant events which may impact comparability of our periodic operating results, Mylan 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 was limited to financial measures prepared only in accordance with U.S. GAAP. We believe that non-GAAP financial measures are useful supplemental information for our investors and when considered together with our U.S. GAAP financial measures and the reconciliation to the most directly comparable U.S. GAAP financial measure, provide a more complete understanding of the factors and trends affecting our operations. The financial performance of the Company is measured by senior management, in part, using adjusted metrics included herein, along with other performance metrics. In addition, the Company believes that including EBITDA and supplemental adjustments applied in presenting adjusted EBITDA and Credit Agreement Adjusted EBITDA (as defined below) pursuant to our Credit Agreement is appropriate to provide additional information to investors to demonstrate the Company's ability to comply with financial debt covenants and assess the Company's ability to incur additional indebtedness. The Company also believes that adjusted EBITDA better focuses management on the Company's underlying operational results and true business performance and, beginning in 2020, is used, in part, for management's incentive compensation. We also report sales performance using the non-GAAP financial measures of "constant currency" total revenues and net sales. These measures provide information on the change in total revenues and net sales assuming that foreign currency exchange rates had not changed between the prior and current period. The comparisons presented at constant currency rates reflect comparative local currency sales at the prior year's foreign exchange rates. We routinely evaluate our net sales and total revenues performance at constant currency so that sales results can be viewed without the impact of foreign currency exchange rates, thereby facilitating a period-to-period comparison of our operational activities, and believe that this presentation also provides useful information to investors for the same reason. The "Summary of Total Revenues by Segment" table below compares net sales on an actual and constant currency basis for each reportable segment for the quarters and year to date periods ended June 30, 2020 and 2019 as well as for total revenues. Also, set forth below, Mylan has provided reconciliations of such non-GAAP financial measures to the most directly comparable U.S. GAAP financial measures. Investors and other readers are encouraged to review the related U.S. GAAP financial measures and the reconciliations of the non-GAAP measures to their most directly comparable U.S. GAAP measures set forth below, and investors and other readers should consider non-GAAP measures only as supplements to, not as substitutes for or as superior measures to, the measures of financial performance prepared in accordance with U.S. GAAP.
For additional information regarding the components and uses of Non-GAAP financial measures refer to Management's Discussion and Analysis of Financial Condition and Results of Operations--Use of Non-GAAP Financial Measures section of Mylan's Quarterly Report on Form 10-Q for the three months ended June 30, 2020 (the "Form 10-Q").
Mylan is not providing forward-looking guidance for U.S. GAAP reported financial measures or a quantitative reconciliation of forward-looking non-GAAP financial measures to the most directly comparable U.S. GAAP measure because it is unable to predict with reasonable certainty the ultimate outcome of certain significant items without unreasonable effort. These items include, but are not limited to, acquisition-related expenses, including integration, restructuring expenses, asset impairments, litigation settlements and other contingencies, including changes to contingent consideration and certain other gains or losses. These items are uncertain, depend on various factors, and could have a material impact on U.S. GAAP reported results for the guidance period.
Reconciliation of U.S. GAAP Net Earnings to Adjusted Net Earnings
Below is a reconciliation of U.S. GAAP net earnings (loss) to adjusted net earnings for the three and six months ended June 30, 2020 compared to the prior year period:
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||
(In millions) | 2020 | 2019 | 2020 | 2019 | |||||||||||
U.S. GAAP net earnings (loss) | $ | 39.4 | $ | (168.5) | $ | 60.2 | $ | (193.5) | |||||||
Purchase accounting related amortization (primarily included in cost of sales) | 351.8 | 440.0 | 704.0 | 875.4 | |||||||||||
Litigation settlements and other contingencies, net | 15.8 | 20.9 | 17.6 | 21.6 | |||||||||||
Interest expense (primarily clean energy investment financing and accretion of contingent consideration) | 5.5 | 6.9 | 11.3 | 14.2 | |||||||||||
Clean energy investments pre-tax loss | 17.2 | 16.2 | 34.5 | 33.2 | |||||||||||
Acquisition related costs (primarily included in SG&A) (a) | 122.7 | 5.5 | 145.9 | 13.6 | |||||||||||
Restructuring related costs (b) | 23.6 | 57.6 | 32.5 | 77.5 | |||||||||||
Share-based compensation expense | 15.3 | 16.8 | 34.7 | 34.8 | |||||||||||
Other special items included in: | |||||||||||||||
Cost of sales (c) | 99.5 | 112.1 | 215.7 | 197.2 | |||||||||||
Research and development expense (d) | 40.4 | 27.1 | 42.1 | 60.2 | |||||||||||
Selling, general and administrative expense | 9.1 | 10.8 | 5.4 | 24.7 | |||||||||||
Other expense, net | (16.1) | — | (16.4) | — | |||||||||||
Tax effect of the above items and other income tax related items | (149.9) | (12.6) | (246.0) | (204.2) | |||||||||||
Adjusted net earnings | $ | 574.3 | $ | 532.8 | $ | 1,041.5 | $ | 954.7 | |||||||
Significant items include the following: | |||||
(a) | Acquisition related costs consist primarily of transaction costs including legal and consulting fees and integration activities. The increase for the three and six months ended June 30, 2020 relates to transaction costs for the pending Combination, including approximately | ||||
(b) | For the three months ended June 30, 2020, charges of approximately | ||||
(c) | Costs incurred during the three and six months ended June 30, 2020 include incremental manufacturing variances and site remediation activities as a result of the activities at the Company's Morgantown plant of approximately | ||||
(d) | R&D expense for the three and six months ended June 30, 2020 consists primarily of amounts for product development arrangements, including with Revance Therapeutics Inc., of approximately |
Reconciliation of U.S. GAAP Net Earnings to EBITDA and Adjusted EBITDA
Below is a reconciliation of U.S. GAAP net earnings (loss) to EBITDA and adjusted EBITDA for the three and six months ended June 30, 2020 compared to the prior year period:
Three Months Ended | Six Months Ended | ||||||||||||||
June 30, | June 30, | ||||||||||||||
(In millions) | 2020 | 2019 | 2020 | 2019 | |||||||||||
U.S. GAAP net earnings (loss) | $ | 39.4 | $ | (168.5) | $ | 60.2 | $ | (193.5) | |||||||
Add / (deduct) adjustments: | |||||||||||||||
Clean energy investments pre-tax loss | 17.2 | 16.2 | 34.5 | 33.2 | |||||||||||
Income tax (benefit) provision | (19.4) | 116.4 | (9.5) | 26.9 | |||||||||||
Interest expense (a) | 116.2 | 131.2 | 236.1 | 262.4 | |||||||||||
Depreciation and amortization (b) | 415.7 | 501.4 | 830.7 | 1,001.9 | |||||||||||
EBITDA | $ | 569.1 | $ | 596.7 | $ | 1,152.0 | $ | 1,130.9 | |||||||
Add / (deduct) adjustments: | |||||||||||||||
Share-based compensation expense | 15.3 | 16.8 | 34.7 | 34.8 | |||||||||||
Litigation settlements and other contingencies, net | 15.8 | 20.9 | 17.6 | 21.6 | |||||||||||
Restructuring, acquisition related and other special items (c) | 278.4 | 213.0 | 425.0 | 370.3 | |||||||||||
Adjusted EBITDA | $ | 878.6 | $ | 847.4 | $ | 1,629.3 | $ | 1,557.6 |
(a) | Includes clean energy investment financing and accretion of contingent consideration. |
(b) | Includes purchase accounting related amortization. |
(c) | See items detailed in the Reconciliation of U.S. GAAP Net Earnings to Adjusted Net Earnings. |
About Mylan
Mylan is a global pharmaceutical company committed to setting new standards in healthcare. Working together around the world to provide 7 billion people access to high quality medicine, we innovate to satisfy unmet needs; make reliability and service excellence a habit; do what's right, not what's easy; and impact the future through passionate global leadership. We offer a portfolio of more than 7,500 marketed products around the world, including antiretroviral therapies on which approximately
Forward-Looking Statements
This release contains "forward-looking statements." Such forward-looking statements may include, without limitation, updating our 2020 financial guidance; the impact of the COVID-19 pandemic; that Mylan is tightening its full year guidance within the ranges of the original expectations for both adjusted EBITDA and total revenues; we now expect the overall COVID-19 recovery efforts will occur slower than anticipated and may continue throughout the rest of the year; as a result, we expect total revenues, which absorbed a
Additional Information and Where to Find It
This release shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. In connection with the Combination, Upjohn and Mylan have filed certain materials with the SEC, including, among other materials, the Form S-4, Form 10 and Prospectus filed by Upjohn and the Proxy Statement filed by Mylan. The Form S-4 was declared effective on February 13, 2020 and the Proxy Statement and the Prospectus were first mailed to shareholders of Mylan on or about February 14, 2020 to seek approval of the Combination. The Form 10 was declared effective on June 30, 2020. Upjohn and Mylan intend to file additional relevant materials with the SEC in connection with the Combination. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT MYLAN, UPJOHN AND THE COMBINATION. The documents relating to the Combination (when they are available) can be obtained free of charge from the SEC's website at www.sec.gov. These documents (when they are available) can also be obtained free of charge from Mylan, upon written request to Mylan or by contacting Mylan at (724) 514-1813 or investor.relations@mylan.com or from Pfizer on Pfizer's internet website at https://investors.Pfizer.com/financials/sec-filings/default.aspx or by contacting Pfizer's Investor Relations Department at (212) 733-2323, as applicable.
Mylan N.V. and Subsidiaries Condensed Consolidated Statements of Operations (Unaudited; in millions, except per share amounts) | |||||||||||||||
Three Months Ended | Six Months Ended | ||||||||||||||
June 30, | June 30, | ||||||||||||||
2020 | 2019 | 2020 | 2019 | ||||||||||||
Revenues: | |||||||||||||||
Net sales | $ | 2,695.9 | $ | 2,818.2 | $ | 5,284.1 | $ | 5,278.8 | |||||||
Other revenues | 35.3 | 33.3 | 66.3 | 68.2 | |||||||||||
Total revenues | 2,731.2 | 2,851.5 | 5,350.4 | 5,347.0 | |||||||||||
Cost of sales | 1,705.5 | 1,918.9 | 3,418.6 | 3,609.2 | |||||||||||
Gross profit | 1,025.7 | 932.6 | 1,931.8 | 1,737.8 | |||||||||||
Operating expenses: | |||||||||||||||
Research and development | 156.3 | 147.6 | 270.5 | 320.2 | |||||||||||
Selling, general and administrative | 719.4 | 668.6 | 1,324.8 | 1,276.5 | |||||||||||
Litigation settlements and other contingencies, net | 15.8 | 20.9 | 17.6 | 21.6 | |||||||||||
Total operating expenses | 891.5 | 837.1 | 1,612.9 | 1,618.3 | |||||||||||
Earnings from operations | 134.2 | 95.5 | 318.9 | 119.5 | |||||||||||
Interest expense | 116.2 | 131.2 | 236.1 | 262.4 | |||||||||||
Other (income) expense, net | (2.0) | 16.4 | 32.1 | 23.7 | |||||||||||
Earnings (Loss) before income taxes | 20.0 | (52.1) | 50.7 | (166.6) | |||||||||||
Income tax (benefit) provision | (19.4) | 116.4 | (9.5) | 26.9 | |||||||||||
Net earnings (loss) | $ | 39.4 | $ | (168.5) | $ | 60.2 | $ | (193.5) | |||||||
Earnings (Loss) per ordinary share: | |||||||||||||||
Basic | $ | 0.08 | $ | (0.33) | $ | 0.12 | $ | (0.38) | |||||||
Diluted | $ | 0.08 | $ | (0.33) | $ | 0.12 | $ | (0.38) | |||||||
Weighted average ordinary shares outstanding: | |||||||||||||||
Basic | 516.9 | 515.5 | 516.7 | 515.3 | |||||||||||
Diluted | 517.2 | 515.5 | 517.1 | 515.3 |
Mylan N.V. and Subsidiaries Condensed Consolidated Balance Sheets (Unaudited; in millions) | |||||||
June 30, | December 31, | ||||||
ASSETS | |||||||
Assets | |||||||
Current assets: | |||||||
Cash and cash equivalents | $ | 323.6 | $ | 475.6 | |||
Accounts receivable, net | 2,753.2 | 3,058.8 | |||||
Inventories | 2,785.7 | 2,670.9 | |||||
Prepaid expenses and other current assets | 602.1 | 552.0 | |||||
Total current assets | 6,464.6 | 6,757.3 | |||||
Intangible assets, net | 10,955.9 | 11,649.9 | |||||
Goodwill | 9,523.3 | 9,590.6 | |||||
Other non-current assets | 3,211.6 | 3,257.7 | |||||
Total assets | $ | 30,155.4 | $ | 31,255.5 | |||
LIABILITIES AND EQUITY | |||||||
Liabilities | |||||||
Current portion of long-term debt and other long-term obligations | $ | 3,198.4 | $ | 1,508.1 | |||
Current liabilities | 3,772.9 | 4,061.0 | |||||
Long-term debt | 8,994.4 | 11,214.3 | |||||
Other non-current liabilities | 2,443.5 | 2,588.3 | |||||
Total liabilities | 18,409.2 | 19,371.7 | |||||
Mylan N.V. shareholders' equity | 11,746.2 | 11,883.8 | |||||
Total liabilities and equity | $ | 30,155.4 | $ | 31,255.5 |
Mylan N.V. and Subsidiaries Reconciliation of Non-GAAP Financial Measures (Unaudited; in millions) | |||||||||||||||||||||
Summary of Total Revenues by Segment | |||||||||||||||||||||
Three Months Ended | |||||||||||||||||||||
June 30, | |||||||||||||||||||||
(in millions) | 2020 | 2019 | % Change | 2020 | 2020 | Constant | |||||||||||||||
Net sales | |||||||||||||||||||||
North America | $ | 1,039.0 | $ | 1,023.4 | 2 | % | $ | 2.2 | $ | 1,041.2 | 2 | % | |||||||||
Europe | 935.0 | 989.6 | (6) | % | 21.3 | 956.3 | (3) | % | |||||||||||||
Rest of World | 721.9 | 805.2 | (10) | % | 44.1 | 766.0 | (5) | % | |||||||||||||
Total net sales | 2,695.9 | 2,818.2 | (4) | % | 67.6 | 2,763.5 | (2) | % | |||||||||||||
Other revenues (3) | 35.3 | 33.3 | 6 | % | (0.1) | 35.2 | 6 | % | |||||||||||||
Consolidated total revenues (4) | $ | 2,731.2 | $ | 2,851.5 | (4) | % | $ | 67.5 | $ | 2,798.7 | (2) | % | |||||||||
Six Months Ended | |||||||||||||||||||||
June 30, | |||||||||||||||||||||
(in millions) | 2020 | 2019 | % Change | 2020 Currency | 2020 | Constant | |||||||||||||||
Net sales | |||||||||||||||||||||
North America | $ | 1,994.5 | $ | 1,946.3 | 2 | % | $ | 3.3 | $ | 1,997.8 | 3 | % | |||||||||
Europe | 1,956.9 | 1,884.9 | 4 | % | 54.6 | 2,011.5 | 7 | % | |||||||||||||
Rest of World | 1,332.7 | 1,447.6 | (8) | % | 74.0 | 1,406.7 | (3) | % | |||||||||||||
Total net sales | 5,284.1 | 5,278.8 | — | % | 131.9 | 5,416.0 | 3 | % | |||||||||||||
Other revenues (3) | 66.3 | 68.2 | (3) | % | 0.2 | 66.5 | (2) | % | |||||||||||||
Consolidated total revenues (4) | $ | 5,350.4 | $ | 5,347.0 | — | % | $ | 132.1 | $ | 5,482.5 | 3 | % |
(1) | Currency impact is shown as unfavorable (favorable). |
(2) | The constant currency percentage change is derived by translating net sales or revenues for the current period at prior year comparative period exchange rates, and in doing so shows the percentage change from 2020 constant currency net sales or revenues to the corresponding amount in the prior year. |
(3) | For the three months ended June 30, 2020, other revenues in North America, Europe, and Rest of World were approximately |
(4) | Amounts exclude intersegment revenue that eliminates on a consolidated basis. |
Reconciliation of Income Statement Line Items
Three Months Ended | Six Months Ended | ||||||||||||||
June 30, | June 30, | ||||||||||||||
2020 | 2019 | 2020 | 2019 | ||||||||||||
U.S. GAAP cost of sales | $ | 1,705.5 | $ | 1,918.9 | $ | 3,418.6 | $ | 3,609.2 | |||||||
Deduct: | |||||||||||||||
Purchase accounting amortization and other related items | (351.8) | (440.0) | (704.0) | (875.4) | |||||||||||
Acquisition related items | (1.3) | (1.6) | (2.1) | (2.1) | |||||||||||
Restructuring and related costs | (4.1) | (46.3) | (8.9) | (60.8) | |||||||||||
Share-based compensation expense | (0.4) | (0.5) | (0.7) | (0.5) | |||||||||||
Other special items | (99.5) | (112.1) | (215.7) | (197.2) | |||||||||||
Adjusted cost of sales | $ | 1,248.4 | $ | 1,318.4 | $ | 2,487.2 | $ | 2,473.2 | |||||||
Adjusted gross profit (a) | $ | 1,482.8 | $ | 1,533.1 | $ | 2,863.2 | $ | 2,873.8 | |||||||
Adjusted gross margin (a) | 54 | % | 54 | % | 54 | % | 54 | % |
Three Months Ended | Six Months Ended | ||||||||||||||
June 30, | June 30, | ||||||||||||||
2020 | 2019 | 2020 | 2019 | ||||||||||||
U.S. GAAP R&D | $ | 156.3 | $ | 147.6 | $ | 270.5 | $ | 320.2 | |||||||
Deduct: | |||||||||||||||
Acquisition related costs | (0.2) | — | (0.2) | (0.3) | |||||||||||
Restructuring and related costs | (0.2) | — | (0.4) | (0.1) | |||||||||||
Share-based compensation expense | (0.7) | (0.9) | (1.1) | (1.0) | |||||||||||
Other special items | (40.4) | (27.1) | (42.1) | (60.2) | |||||||||||
Adjusted R&D | $ | 114.8 | $ | 119.6 | $ | 226.7 | $ | 258.6 | |||||||
Adjusted R&D as % of total revenues | 4 | % | 4 | % | 4 | % | 5 | % |
Three Months Ended | Six Months Ended | ||||||||||||||
June 30, | June 30, | ||||||||||||||
2020 | 2019 | 2020 | 2019 | ||||||||||||
U.S. GAAP SG&A | $ | 719.4 | $ | 668.6 | $ | 1,324.8 | $ | 1,276.5 | |||||||
Add / (Deduct): | |||||||||||||||
Acquisition related costs | (121.4) | (3.9) | (143.6) | (11.2) | |||||||||||
Restructuring and related costs | (19.4) | (11.3) | (23.3) | (16.6) | |||||||||||
Share-based compensation expense | (14.3) | (15.4) | (32.9) | (33.3) | |||||||||||
Other special items and reclassifications | (9.1) | (10.8) | (5.4) | (24.7) | |||||||||||
Adjusted SG&A | $ | 555.2 | $ | 627.2 | $ | 1,119.6 | $ | 1,190.7 | |||||||
Adjusted SG&A as % of total revenues | 20 | % | 22 | % | 21 | % | 22 | % |
Three Months Ended | Six Months Ended | ||||||||||||||
June 30, | June 30, | ||||||||||||||
2020 | 2019 | 2020 | 2019 | ||||||||||||
U.S. GAAP total operating expenses | $ | 891.5 | $ | 837.1 | $ | 1,612.9 | $ | 1,618.3 | |||||||
Add / (Deduct): | |||||||||||||||
Litigation settlements and other contingencies, net | (15.8) | (20.9) | (17.6) | (21.6) | |||||||||||
R&D adjustments | (41.5) | (28.0) | (43.8) | (61.6) | |||||||||||
SG&A adjustments | (164.2) | (41.4) | (205.2) | (85.8) | |||||||||||
Adjusted total operating expenses | $ | 670.0 | $ | 746.8 | $ | 1,346.3 | $ | 1,449.3 | |||||||
Adjusted earnings from operations (b) | $ | 812.8 | $ | 786.3 | $ | 1,516.9 | $ | 1,424.5 |
Three Months Ended | Six Months Ended | ||||||||||||||
June 30, | June 30, | ||||||||||||||
2020 | 2019 | 2020 | 2019 | ||||||||||||
U.S. GAAP interest expense | $ | 116.2 | $ | 131.2 | $ | 236.1 | $ | 262.4 | |||||||
Deduct: | |||||||||||||||
Interest expense related to clean energy investments | (1.0) | (1.5) | (2.1) | (3.2) | |||||||||||
Accretion of contingent consideration liability | (3.1) | (3.9) | (6.4) | (8.2) | |||||||||||
Other special items | (1.4) | (1.5) | (2.8) | (2.8) | |||||||||||
Adjusted interest expense | $ | 110.7 | $ | 124.3 | $ | 224.8 | $ | 248.2 |
Three Months Ended | Six Months Ended | ||||||||||||||
June 30, | June 30, | ||||||||||||||
2020 | 2019 | 2020 | 2019 | ||||||||||||
U.S. GAAP other (income) expense, net | $ | (2.0) | $ | 16.4 | $ | 32.1 | $ | 23.7 | |||||||
Add / (Deduct): | |||||||||||||||
Clean energy investments pre-tax loss (c) | (17.2) | (16.2) | (34.5) | (33.2) | |||||||||||
Other items | 16.1 | — | 16.4 | — | |||||||||||
Adjusted other (income) expense, net | $ | (3.1) | $ | 0.2 | $ | 14.0 | $ | (9.5) |
Three Months Ended | Six Months Ended | ||||||||||||||
June 30, | June 30, | ||||||||||||||
2020 | 2019 | 2020 | 2019 | ||||||||||||
U.S. GAAP earnings (loss) before income taxes | $ | 20.0 | $ | (52.1) | $ | 50.7 | $ | (166.6) | |||||||
Total pre-tax non-GAAP adjustments | 684.7 | 714.1 | 1,227.2 | 1,352.6 | |||||||||||
Adjusted earnings before income taxes | $ | 704.7 | $ | 662.0 | $ | 1,277.9 | $ | 1,186.0 | |||||||
U.S. GAAP income tax (benefit) provision | $ | (19.4) | $ | 116.4 | $ | (9.5) | $ | 26.9 | |||||||
Adjusted tax expense | 149.8 | 12.7 | 245.9 | 204.4 | |||||||||||
Adjusted income tax provision | $ | 130.4 | $ | 129.1 | $ | 236.4 | $ | 231.3 | |||||||
Adjusted effective tax rate | 18.5 | % | 19.5 | % | 18.5 | % | 19.5 | % |
Three Months Ended | Six Months Ended | ||||||||||||||
June 30, | June 30, | ||||||||||||||
2020 | 2019 | 2020 | 2019 | ||||||||||||
U.S. GAAP net cash provided by operating activities | $ | 379.5 | $ | 668.9 | $ | 670.6 | $ | 629.2 | |||||||
Add / (Deduct): | |||||||||||||||
Restructuring and related costs (d) | 68.2 | 56.5 | 130.7 | 140.2 | |||||||||||
Corporate contingencies | 16.6 | (6.6) | 15.2 | (6.6) | |||||||||||
Acquisition related costs | 29.5 | — | 53.7 | — | |||||||||||
R&D expense | 35.2 | 29.8 | 50.2 | 66.0 | |||||||||||
Other | 36.1 | 19.2 | 44.8 | 19.2 | |||||||||||
Adjusted net cash provided by operating activities | $ | 565.1 | $ | 767.8 | $ | 965.2 | $ | 848.0 | |||||||
Deduct: | |||||||||||||||
Capital expenditures | (44.5) | (44.1) | (87.9) | (97.2) | |||||||||||
Proceeds from sale of property, plant and equipment | 0.9 | — | 1.3 | — | |||||||||||
Adjusted free cash flow | $ | 521.5 | $ | 723.7 | $ | 878.6 | $ | 750.8 |
(a) | U.S. GAAP gross profit is calculated as total revenues less U.S. GAAP cost of sales. U.S. GAAP gross margin is calculated as U.S. GAAP gross profit divided by total revenues. Adjusted gross profit is calculated as total revenues less adjusted cost of sales. Adjusted gross margin is calculated as adjusted gross profit divided by total revenues. |
(b) | U.S. GAAP earnings from operations is calculated as U.S. GAAP gross profit less U.S. GAAP total operating expenses. Adjusted earnings from operations is calculated as adjusted gross profit less adjusted total operating expenses. |
(c) | Adjustment represents exclusion of activity related to Mylan's clean energy investments, the activities of which qualify for income tax credits under section 45 of the U.S. Internal Revenue Code of 1986, as amended. |
(d) | For the three and six months ended June 30, 2020 includes approximately |
Reconciliation of EBITDA and Adjusted EBITDA
Below is a reconciliation of U.S. GAAP net earnings to EBITDA and adjusted EBITDA for the respective quarterly periods:
Three Months Ended | |||||||||||||||
September 30, | December 31, | March 31, | June 30, | ||||||||||||
U.S. GAAP net earnings (loss) | $ | 189.8 | $ | 20.5 | $ | 20.8 | $ | 39.4 | |||||||
Add / (deduct) adjustments: | |||||||||||||||
Clean energy investments pre-tax loss | 10.4 | 18.5 | 17.3 | 17.2 | |||||||||||
Income tax (benefit) provision | (4.0) | 114.7 | 9.9 | (19.4) | |||||||||||
Interest expense | 128.9 | 126.0 | 119.9 | 116.2 | |||||||||||
Depreciation and amortization | 469.7 | 547.7 | 415.0 | 415.7 | |||||||||||
EBITDA | $ | 794.8 | $ | 827.4 | $ | 582.9 | $ | 569.1 | |||||||
Add / (deduct) adjustments: | |||||||||||||||
Share-based compensation expense | 16.1 | 5.9 | 19.4 | 15.3 | |||||||||||
Litigation settlements and other contingencies, net | (51.9) | 8.9 | 1.8 | 15.8 | |||||||||||
Restructuring, acquisition related and other special items | 163.8 | 217.1 | 146.6 | 278.4 | |||||||||||
Adjusted EBITDA | $ | 922.8 | $ | 1,059.3 | $ | 750.7 | $ | 878.6 |
June 30, 2020 Notional Debt to Twelve Months Ended June 30, 2020 Mylan N.V. Adjusted EBITDA as calculated under our Credit Agreement ("Credit Agreement Adjusted EBITDA") Leverage Ratio
The stated non-GAAP financial measure June 30, 2020 notional debt to twelve months ended June 30, 2020 Credit Agreement Adjusted EBITDA leverage ratio is based on the sum of (i) Mylan's adjusted EBITDA for the quarters ended September 30, 2019, December 31, 2019, March 31, 2020 and June 30, 2020 and (ii) certain adjustments permitted to be included in Credit Agreement Adjusted EBITDA as of June 30, 2020 pursuant to the revolving credit facility dated as of July 27, 2018 (as amended, supplemented or otherwise modified from time to time), among Mylan Inc., as borrower, the Company, as guarantor, certain affiliates and subsidiaries of the Company from time to time party thereto as guarantors, each lender from time to time party thereto and Bank of America, N.A., as administrative agent (the "Credit Agreement") as compared to Mylan's June 30, 2020 total debt and other current obligations at notional amounts.
Three Months Ended | Twelve Months Ended | ||||||||||||||||||
September 30, | December 31, | March 31, | June 30, | June 30, | |||||||||||||||
Mylan N.V. Adjusted EBITDA | $ | 922.8 | $ | 1,059.3 | $ | 750.7 | $ | 878.6 | $ | 3,611.4 | |||||||||
Add: other adjustments including estimated synergies | (3.3) | ||||||||||||||||||
Credit Agreement Adjusted EBITDA | $ | 3,608.1 | |||||||||||||||||
Reported debt balances: | |||||||||||||||||||
Long-term debt, including current portion | $ | 12,138.8 | |||||||||||||||||
Short-term borrowings and other current obligations | 137.8 | ||||||||||||||||||
Total | $ | 12,276.6 | |||||||||||||||||
Add / (deduct): | |||||||||||||||||||
Net discount on various debt issuances | 28.9 | ||||||||||||||||||
Deferred financing fees | 54.7 | ||||||||||||||||||
Fair value adjustment for hedged debt | (39.3) | ||||||||||||||||||
Total debt at notional amounts | $ | 12,320.9 | |||||||||||||||||
Notional debt to Credit Agreement Adjusted EBITDA Leverage Ratio | 3.4 | ||||||||||||||||||
Long-term average debt to Credit Agreement Adjusted EBITDA leverage ratio target of ~3.0x
The stated forward-looking non-GAAP financial measure, targeted long term average leverage of ~3.0x debt-to-Credit Agreement Adjusted EBITDA, is based on the ratio of (i) targeted long-term average debt, and (ii) targeted long-term Credit Agreement Adjusted EBITDA. However, the Company has not quantified future amounts to develop the target but has stated its goal to manage long-term average debt and adjusted earnings and EBITDA over time in order to generally maintain the target. This target does not reflect Company guidance.
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SOURCE Mylan N.V.
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