MARLBOROUGH, Mass.--(BUSINESS WIRE)--
Sepracor Inc. (Nasdaq: SEPR)
Corporate Restructuring and Workforce
Reduction Plan
-
Overall planned operating expense reduction of approximately $210.0
million, of which approximately $20.0 million of cost savings was
realized in the fourth quarter of 2008 and approximately $190.0
million is expected in 2009
-
Overall reduction in Sepracor workforce of approximately 20% or
approximately 530 positions: approximately 180 corporate positions and
approximately 350 field-based positions
-
Additional elimination of approximately 410 contract sales
organization (CSO) sales representative positions
-
Sepracor sales positions after the corporate restructuring will
total approximately 1,325
-
Restructuring plan includes implementation of new customer-centric
commercial model
2009 Financial Guidance
-
Projected non-GAAP earnings per share (EPS) range for 2009 is $2.10
to $2.70 per diluted share based on 116 million shares outstanding, a
50.0% increase (using midpoint range of guidance) compared to 2008*
-
Projected 2009 full-year revenue range is $1,150.0 million to
$1,250.0 million, a decrease of 7.1% or $92.3 million (using midpoint
range of guidance) compared to 2008
*See below under the heading “Use of non-GAAP Financial Measures” for a
discussion of Sepracor’s use of non-GAAP financial measures. Attached is
a reconciliation of GAAP (U.S. generally accepted accounting principles)
to non-GAAP calculations.
Sepracor Inc. (Nasdaq: SEPR) today announced a strategic corporate
restructuring and workforce reduction plan along with financial guidance
for 2009. In a separate press release issued today, Sepracor also
announced its consolidated financial results for the fourth quarter and
full-year ended December 31, 2008. Sepracor’s executive management will
host a conference call to discuss in detail the Company’s financial
results, corporate restructuring plan and financial guidance on January
29, 2009 at 8:30 am ET.
“This is a challenging economic time for the country and the
pharmaceutical industry, and it has become necessary for us to
proactively adapt to these changes so that we can continue to be
competitive in this rapidly-changing environment,” said Adrian Adams,
President and Chief Executive Officer. “We deeply regret the hardship
that this strategic restructuring plan will impose on the affected
employees, but we believe that the plan announced today is necessary and
the right course of action to streamline our operations into a more
efficient and flexible business that will be better positioned to
leverage our product franchises, advance our exciting research and
development pipeline and allow us to continue to pursue synergistic
corporate development and licensing opportunities.”
One of the key drivers of this strategic restructuring plan is to
develop a more customer-focused, competitive and cost-effective
commercial model that more closely aligns with the current and projected
health care environment. This has resulted in a decision to reduce the
corporate workforce to become a more nimble and efficient business going
forward and to streamline the structure of the sales force organization
and form business units with geographically tailored field teams that
have a regional profitability focus and sole territory product
ownership. Sepracor intends to reduce its workforce by approximately 20%
or approximately 530 positions: approximately 180 are corporate
positions and approximately 350 are field-based positions. In addition,
there will be the elimination of approximately 410 CSO sales
representative positions. In total, Sepracor sales positions will be
reduced to approximately 1,325. These reductions, together with
other anticipated cost-savings initiatives across the organization, have
resulted in Sepracor projecting a reduction in operating expenses of
approximately $210.0 million, of which approximately $20.0 million of
cost-savings was realized during the fourth quarter of 2008 and
approximately $190.0 million is expected in 2009.
For the full-year 2009, Sepracor projects revenues to be in the range of
$1,150.0 million to $1,250.0 million, representing a 7.1% decrease using
the midpoint of its 2009 guidance range, compared with 2008. Sepracor’s
primary reasons for reducing its 2009 revenue projections relate to
uncertainties with respect to the health care and competitive
environment, potential increased generic competition in the markets in
which Sepracor competes and a potential adjustment period as Sepracor
strives to become a more efficient and profitable organization. Sepracor
expects non-GAAP EPS for the full-year 2009 to be in the range of $2.10
to $2.70 per diluted share, an approximate 50.0% increase over 2008,
using the midpoint of the 2009 guidance range. Sepracor’s key financial
ratios, which are operating expenses measured against revenues, improved
during 2008 and the Company expects they will continue to improve during
2009. Sepracor projects its non-GAAP research and development
expense will be approximately $210.0 million in 2009, or approximately
17.5% of its projected 2009 revenues using the midpoint of its 2009
guidance range, a reduction of approximately $27.0 million, or 11.4%,
compared to 2008. Sepracor projects its sales, marketing and general
administrative expense will be approximately $600.0 million in 2009, or
approximately 50.0% of its projected 2009 revenues using the midpoint of
its 2009 guidance range, a reduction of approximately $160.0 million, or
21.1%, compared to 2008. For the purposes of calculating 2009 non-GAAP
EPS guidance, the Company has made no adjustments to the revenues or
sales, marketing and general administrative expense guidance discussed
above.
Sepracor expects to record one-time restructuring charges of
approximately $20.0 million to $23.0 million in the first quarter of
2009 related to its workforce reduction. The Company’s estimated
restructuring charges are based on a number of assumptions. Actual
results may differ materially and additional charges not currently
expected may be incurred in connection with, or as a result of, the
restructuring plan.
About Sepracor
Sepracor Inc. is a research-based pharmaceutical company dedicated to
treating and preventing human disease by discovering, developing and
commercializing innovative pharmaceutical products that are directed
toward serving large and growing markets and unmet medical needs.
Sepracor's drug development program has yielded a portfolio of
pharmaceutical products and candidates with a focus on respiratory and
central nervous system disorders. Currently marketed products include
LUNESTA® brand eszopiclone, XOPENEX® brand
levalbuterol HCl Inhalation Solution, XOPENEX HFA® brand
levalbuterol tartrate Inhalation Aerosol, BROVANA® brand
arformoterol tartrate Inhalation Solution, OMNARIS™ brand ciclesonide
Nasal Spray and ALVESCO® brand ciclesonide HFA Inhalation
Aerosol. Sepracor's corporate headquarters are located in Marlborough,
Massachusetts.
Use of non-GAAP Financial Measures
In addition to providing financial measurements based on generally
accepted accounting principles in the United States of America (GAAP),
Sepracor is providing additional financial metrics that are not prepared
in accordance with GAAP (non-GAAP). The use of and emphasis on non-GAAP
financial metrics are discouraged by governing regulatory agencies and
companies are required to explain why non-GAAP financial metrics are
relevant to management and investors. We believe that the inclusion of
these non-GAAP financial measures in this press release helps investors
to gain a meaningful understanding of our past performance and future
prospects, consistent with how management measures and forecasts our
performance, especially when comparing such results to previous periods
or forecasts. Specifically with respect to the exclusion of amortization
of intangible assets from GAAP net income, purchased intangible assets
relate primarily to core and developed technology of acquired
businesses. We consider these charges non-cash in nature and unrelated
to our core operating performance, and use of this non-GAAP measure
allows comparisons of operating results that are consistent over time
for both the Company’s newly acquired and long-held businesses and with
both acquisitive and non-acquisitive peer companies. Our management uses
all of these non-GAAP measures, in addition to GAAP financial measures,
as the basis for measuring our core operating performance and comparing
such performance to that of prior periods. These measures are also used
by management in its financial and operational decision-making. There
are limitations associated with reliance on these non-GAAP financial
metrics because they are specific to our operations and financial
performance, which makes comparisons with other companies’ financial
results more challenging. By providing both GAAP and non-GAAP financial
measures, we believe that investors are able to compare our GAAP results
to those of other companies while also gaining a better understanding of
our operating performance as evaluated by management.
We expect to continue to incur for the foreseeable future significant
expenses similar to the non-GAAP adjustment for amortization of
intangible assets described in the attached reconciliation of GAAP to
non-GAAP measures, as well as imputed interest expense related to
discounted future payments under license agreements which are also
excluded from GAAP net income as described above. In addition, our 2009
EPS guidance is adjusted to exclude interest expense associated with our
0% convertible subordinated notes due 2024, or 2024 Notes, as required
under FASB Staff Position No. APB 14-1, Accounting for Convertible
Debt Instruments That May Be Settled in Cash upon Conversion (Including
Partial Cash Settlement). We also expect to continue to incur this
interest expense for the foreseeable future and exclude it from GAAP net
income as described above. The exclusion of these items from our
non-GAAP financial measures should not be construed as an inference that
these costs are unusual, infrequent or non-recurring. Some of the
material limitations in relying on this non-GAAP financial measure are
that while amortization of intangible assets does not directly affect
our current cash position, such expenses represent the declining value
of technology and other intangible assets we have acquired over their
respective expected economic lives. The expense associated with this
decline in value is excluded from non-GAAP financial measures, and
therefore the non-GAAP financial measures do not reflect the costs of
acquired intangible assets. In addition, while the interest expense on
our 2024 Notes and imputed interest expense that are excluded relate to
non-cash interest charges and do not directly affect our current cash
position, such amounts will eventually be paid by us under the 2024
Notes and relevant license agreements, as the case may be, and are a
necessary element of our costs and ability to generate profits.
Therefore any measure that excludes imputed interest expense and
interest expense on our 2024 Notes have material limitations. We
compensate for these limitations by using the non-GAAP measures that
exclude associated amortization of intangible assets, imputed interest
expense from discounted future payments under license agreements and
interest expense on our 2024 Notes as only one of several comparative
tools, together with GAAP measurements, to assist in the evaluation of
our profitability and operating results.
Forward-Looking Statement
This news release contains forward-looking statements that involve risks
and uncertainties, including statements with respect to Sepracor’s
corporate restructuring and workforce reduction plan, including the
planned overall reduction of Sepracor workforce of approximately 180
corporate positions and approximately 350 field-based positions and the
elimination of approximately 410 CSO sales representative positions;
future profitability; Sepracor’s sales positions being reduced to
approximately 1,325; 2009 guidance with respect to revenue, EPS and
sales, marketing and general administrative expenses, and research and
development expenses; Sepracor being able to achieve a customer-focused,
competitive and cost-effective commercial model and continue to be
competitive; the restructuring plan resulting in a projected reduction
in operating expenses of approximately $190.0 million in 2009; and the
restructuring plan resulting in a more nimble, efficient and flexible
business that will position Sepracor to better leverage its product
franchises, advance its research and development pipeline and allow it
to continue to pursue synergistic corporate development and licensing
opportunities. Among the factors that could cause actual results to
differ materially from those indicated by such forward-looking
statements are: Sepracor’s ability to successfully implement its
corporate restructuring and workforce reduction plan and reduce
expenses; the impact of the corporate restructuring and workforce
reduction on Sepracor’s business, including a potential adverse impact
on revenues and Sepracor’s corporate development and licensing
activities; unanticipated charges not currently contemplated that may
occur as a result of the reduction in workforce and other anticipated
cost-saving initiatives across the organization; the ability of Sepracor
to attract and retain qualified personnel; and certain other factors
that may affect future operating results, which are detailed in
Sepracor’s Quarterly Report on Form 10-Q for the quarter ended September
30, 2008 filed with the Securities and Exchange Commission and other
reports filed with the SEC.
In addition, the statements in this press release represent Sepracor's
expectations and beliefs as of the date of this press release. Sepracor
anticipates that subsequent events and developments may cause these
expectations and beliefs to change. However, while Sepracor may elect to
update these forward-looking statements at some point in the future, it
specifically disclaims any obligation to do so. These forward-looking
statements should not be relied upon as representing Sepracor's
expectations or beliefs as of any date subsequent to the date of this
press release.
Lunesta, Xopenex, Xopenex HFA and Brovana are registered trademarks of
Sepracor Inc. Omnaris is a trademark and Alvesco is a registered
trademark of Nycomed GmbH.
In conjunction with this press release and the Fourth Quarter and
Full-Year 2008 Operating Results press release, Sepracor will host a
conference call and live webcast beginning at 8:30 a.m. ET on January
29, 2009. To participate via telephone, dial (651) 291-0900, referring
to access code 982103. Please call ten minutes prior to the scheduled
conference call time. For live webcasting, go to the Sepracor web site
at www.sepracor.com
and access the For Investors section. Click on either the live webcast
link or microphone icon to listen. Please go to the web site at least 15
minutes prior to the call in order to register, download, and install
any necessary software. A PDF of the slides will be available in the For
Investors section of the web site as well as in the left-hand navigation
menu of the webcast viewer just prior to the start of the call. A replay
of the call will be accessible by telephone after 12:00 p.m. ET and will
be available for one week. To replay the call, dial (320) 365-3844,
access code 982103. A replay of the web cast will be archived on the
Sepracor web site in the For Investors section.
A reconciliation of GAAP to non-GAAP measures follow.
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Sepracor Inc.
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|
Reconciliation of GAAP to non-GAAP Guidance Measures
|
|
(Unaudited)
|
|
|
|
|
|
|
|
|
|
(In thousands, except per share amounts)
|
|
|
|
|
|
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Twelve months ended
|
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December 31, 2009
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Amounts
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|
EPS - Low
|
|
EPS - High
|
|
|
|
|
|
|
|
|
|
Guidance non-GAAP diluted income per common share 2009
|
|
|
|
$
|
2.10
|
|
|
$
|
2.70
|
|
|
|
|
|
|
|
|
|
|
Special Items:
|
|
|
|
|
|
|
|
Research and development milestone payment*
|
|
$
|
(20,000
|
)
|
|
|
(0.17
|
)
|
|
|
(0.17
|
)
|
|
Arrow royalty buyout
|
|
|
(61,400
|
)
|
|
|
(0.53
|
)
|
|
|
(0.53
|
)
|
|
Restructuring
|
|
|
(23,000
|
)
|
|
|
(0.20
|
)
|
|
|
(0.20
|
)
|
|
|
|
|
|
|
|
|
|
Recurring non-GAAP adjustment:
|
|
|
|
|
|
|
|
Cost of goods sold - amortization of intangible assets
|
|
|
(8,220
|
)
|
|
|
(0.07
|
)
|
|
|
(0.07
|
)
|
|
Amortization of intangible assets
|
|
|
(5,858
|
)
|
|
|
(0.05
|
)
|
|
|
(0.05
|
)
|
|
Imputed interest on acquired intangible assets
|
|
|
(12,247
|
)
|
|
|
(0.11
|
)
|
|
|
(0.11
|
)
|
|
Interest expense related to FASB Staff Position APB 14-1
|
|
|
(16,397
|
)
|
|
|
(0.14
|
)
|
|
|
(0.14
|
)
|
|
|
|
|
|
|
|
|
|
Total special items and recurring non-GAAP adjustment before
income taxes
|
|
$
|
(147,122
|
)
|
|
|
(1.27
|
)
|
|
|
(1.27
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax expense
|
|
|
(37,500) - (63,000)
|
|
|
|
(0.32
|
)
|
|
|
(0.54
|
)
|
|
Guidance diluted income per common share 2009, under GAAP
|
|
|
|
$
|
0.51
|
|
|
$
|
0.89
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding - diluted 2009
|
|
|
116,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*2009 GAAP research and development expenses are projected to be
approximately $230.0 million as compared to non-GAAP research and
development expenses of approximately $210.0 million. The
difference is an anticipated $20.0 million milestone payment that
is likely to be made during 2009.
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Source: Sepracor Inc.
Sepracor Inc.
Jonaé R. Barnes, 508-481-6700
Sr. Vice
President, Investor Relations and
Corporate Communications