SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): January 6, 2020
AMAG PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
1100 Winter Street,
(Address of Principal Executive Offices)
(Registrant’s telephone number, including area code)
(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
Name of each exchange on which registered
Common Stock, par value $0.01 per share
NASDAQ Global Select Market
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.
The information in this Item 2.02, including Exhibits 99.1 and 99.2 attached hereto, 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 (the “Securities Act”), except as expressly set forth by specific reference in such filing. On January 9, 2020, AMAG Pharmaceuticals, Inc. (“AMAG” or the “Company”) issued a press release providing a business update, including preliminary unaudited fourth quarter and annual 2019 financial results and financial guidance for 2020. A copy of the Company’s press release is furnished herewith as Exhibit 99.1.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 9, 2020, AMAG also announced that William Heiden plans to step down from his positions as AMAG’s President and Chief Executive Officer. AMAG’s Board of Directors (the “Board”) will be initiating a search for a successor, and it is expected that Mr. Heiden will remain in his roles until the earlier of such time as his successor is appointed and June 30, 2020 (the earlier of which, the “Separation Date”). The Company also announced that, effective immediately, Ted Myles, AMAG’s Chief Financial Officer, has been appointed to also serve as the Company’s Chief Operating Officer and Joseph Vittiglio, AMAG’s General Counsel, will also serve as the Company’s Chief Business Officer.
In connection with the transition described above, Mr. Heiden and the Company entered into a separation letter, dated January 7, 2020, pursuant to which Mr. Heiden will continue to serve as President and Chief Executive Officer, and as a member of the Board, until the Separation Date. Following the Separation Date, and subject to certain conditions, including the Company’s receipt of an effective release and waiver of claims from Mr. Heiden, Mr. Heiden will be entitled to 24 months of salary continuation, as well as accelerated vesting on all time-based stock options and other time-based equity awards to the extent such awards would have vested had he been employed for an additional 24 months following the Separation Date, in each case as provided in his employment agreement with the Company, dated February 7, 2014 and as amended on November 29, 2017 and January 1, 2018. Mr. Heiden will also be entitled to certain other benefits as provided in the separation letter, including a pro-rated bonus for the 2020 fiscal year (to be paid in 2021 based on actual performance at such time as 2020 bonuses are distributed to AMAG employees), the ability to exercise any outstanding stock options for a period of 180 days following the Separation Date, 12 months of COBRA coverage and reimbursed legal expenses in connection with the separation. Even if his actual last date of employment occurs prior to March 16, 2020, Mr. Heiden will be entitled to these benefits as though his Separation Date were March 16, 2020.
The foregoing description of the separation letter is not complete and is qualified in its entirety by reference to the letter, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
Biographical information for Mr. Myles and Mr. Vittiglio can be found beginning on page 30 of the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on September 20, 2019. AMAG has not determined any new or amended compensation arrangements with Mr. Myles or Mr. Vittiglio in connection with their new roles at this time. In the event any such arrangements are made or modified, AMAG will file an amendment to this report within four business days thereof.
Item 7.01. Regulation FD Disclosure.
The information in this Item 7.01, including Exhibit 99.2 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing. The Company will present further details on the matters noted above at the 38th Annual J.P. Morgan Healthcare Conference in San Francisco on January 16, 2020, which presentation will be accessible by a live audio webcast through the Company’s website at www.amagpharma.com on January 16, 2020 at 9:30 a.m. Pacific Time (12:30 p.m. Eastern Time). During the conference, the Company intends to conduct meetings with third parties during which a corporate slide presentation will be presented. A copy of the Company’s slide presentation, which will be referenced during the conference, including the Company’s webcast presentation, is furnished herewith as Exhibit 99.2.
Item 9.01. Financial Statement and Exhibits.
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.
AMAG PHARMACEUTICALS, INC.
/s/ Joseph D. Vittiglio
Joseph D. Vittiglio
Chief Business Officer, General Counsel & Corporate Secretary
January 9, 2020
January 7, 2020
This letter follows our recent discussions about your employment as president and chief executive officer of AMAG Pharmaceuticals, Inc. (together with its subsidiaries and affiliates, “AMAG” or the “Company”).
After discussions with your fellow directors, including the chairman of the Board, you and the rest of the Board have agreed that your employment with AMAG will end after an active transition period. For purposes of this letter, the time period between the date of this letter and the Termination Date (as defined below) will be the “Transition Period.” During the Transition Period, the Board will be conducting a search for your successor and you will continue in your role as a director and as the President and Chief Executive Officer of AMAG.
During the Transition Period you will continue to receive your current base salary, participate in AMAG’s benefit plans, and vest in all equity awards in accordance with the terms thereof (including that performance-based restricted stock unit award scheduled to vest on February 22, 2020 (the “2017 PSU Award”), which shall vest based on actual performance), and you will remain eligible to receive a bonus for the 2019 fiscal year (the “2019 Bonus”). Appendix A hereto lists your equity awards that are subject to further vesting.
It is currently anticipated that the last day of your employment and service on the Board will be the earlier of (x) June 30, 2020, and (y) the date your successor is appointed, provided either you or the Board may elect to end your employment and service on an earlier date. In any event, the last day of your employment shall be the “Termination Date” for purposes of this letter, and such termination shall be deemed a termination without Cause for purposes of your employment agreement with AMAG, dated February 7, 2014 and amended on November 29, 2017 and January 1, 2018 (the “Employment Agreement”).
Accordingly, you will be entitled to the earned but unpaid amounts set forth in Section 5(a) of your Employment Agreement and, assuming you satisfy the conditions in Section 5(b) of the Employment Agreement (the “Severance Conditions”), you will be entitled to (i) the severance pay and benefits set forth in such Section 5(b), (ii) if not previously paid, the 2019 Bonus you would have received had your employment not ended prior to the date on which bonuses for the 2019 fiscal year are paid to AMAG employees (to be paid to you on such date), (iii) a pro-rated bonus for the 2020 fiscal year (to be paid in 2021 at such time as 2020 bonuses are distributed to AMAG employees), based on the number of days you were employed during 2020, a target bonus of 85% of your current base salary, and AMAG’s performance versus goals in 2020, and (iv) provided you are eligible for and elect to continue receiving group health insurance pursuant to COBRA, 12 months of continued payments by the Company for the share of the premiums for such coverage that the Company currently pays on your behalf. Further, notwithstanding anything to the contrary in any of your award agreements, you shall be entitled to exercise your vested and outstanding stock options (including those in which you have vested pursuant to Section 5(b) of the Employment Agreement)
for a period of 180 days following the later of (x) your Termination Date, and (y) the Early Termination Date (as defined below); provided, however, that in no event may any stock option award be exercised beyond the original maximum term of such award.
If the Board elects to end your employment such that the Termination Date is prior to March 16, 2020 (the “Early Termination Date”), and provided you satisfy each of the Severance Conditions, in addition to the foregoing amounts and benefits, the Company will (a) pay to you a lump sum payment equal to the base salary you would have received between your Termination Date and the Early Termination Date had you remained employed by the Company through the Early Termination Date, and (b) deem you to have vested in (and accelerate the vesting of) all equity awards that would have vested between your Termination Date and the Early Termination Date had you remained employed by the Company through the Early Termination Date (including, if then unvested, the 2017 PSU Award, which shall vest based on actual performance). In addition, in such event the Early Termination Date shall, for purposes of Section 5(b) of the Employment Agreement, be the date of termination of your employment for purposes of calculating the 24 months of vesting of all time-based stock options and other time-based equity awards you hold.
This letter shall serve as written notice under Section 4(d) of the Employment Agreement, and no further notice under such section shall be required. The Company agrees to reimburse you up to $15,000 in legal fees in connection with the matters addressed in this letter, including, for the avoidance of doubt, the negotiation of this letter agreement.
The Board sincerely thanks you for your contributions over the years and looks forward to a collaborative and productive transition period, followed by an amicable departure.
Very truly yours,
/s/ James Sulat
Accepted and acknowledged,
/s/ William K. Heiden
William K. Heiden
* Options vest over 4 years; 25% upon the 1st anniversary of the date of grant and quarterly thereafter. Option awards are subject to vest for 24 months following the date of termination for a termination without Cause, accelerated upon the release becoming non-revocable.
* RSUs vest over 3 years, in three equal annual installments following the grant date. RSU awards are subject to vest for 24 months following the date of termination for a termination without Cause, accelerated upon the release becoming non-revocable.
* PSUs vest as of the day immediately prior to the 3rd anniversary of the Grant Date. The amount above reflects the target award, although the award may be earned between 50-150%, depending upon the Company’s TSR relative to its peer group (and subject to a minimum performance threshold, below which no portion of the award would be earned). PSU awards are not subject to further vesting following the date of termination for a termination without Cause and therefore the PSU awards granted in 2018 and 2019 have been excluded from this schedule as such awards will not be subject to any vesting.
FOR IMMEDIATE RELEASE
AMAG Pharmaceuticals Announces Leadership Transition, Results of Strategic Review
to Unlock Shareholder Value and Financial Update
Initiating CEO transition plan
Divesting Intrarosa® and Vyleesi®
2020 financial guidance reflects reduction in annual operating expenses of more than
$100M and a return to positive adjusted EBITDA
WALTHAM, Mass., January 9, 2020 – AMAG Pharmaceuticals, Inc. (NASDAQ: AMAG) today announced the initiation of a leadership transition, the decision to divest Intrarosa and Vyleesi and financial updates.
Leadership Transition & Business Updates
AMAG announced that William Heiden plans to step down as AMAG’s President and Chief Executive Officer, and that the Company’s Board of Directors will immediately initiate a search for his successor, which it expects to complete by mid-2020. Mr. Heiden will remain in his role as President and CEO until a successor is appointed.
AMAG also recently completed a robust review of its product portfolio and strategy and engaged Goldman Sachs and Co., LLC as its financial advisor to assist in the review. The guiding principles for this strategic review included driving near- and long-term profitability and enhancing shareholder value. As a result of this review, AMAG will divest Intrarosa® (prasterone) and Vyleesi® (bremelanotide). The Company has received preliminary expressions of interest to acquire/sub-license the rights to these products. AMAG’s 2020 financial guidance indicates a return to positive adjusted EBITDA, reflecting the continued growth of Feraheme® (ferumoxytol injection) and a significant reduction in operating expenses, primarily associated with the divestiture of Intrarosa and Vyleesi. The 2020 revenue guidance reflects a range of potential revenue scenarios for Makena® (hydroxyprogesterone caproate injection) given the uncertainty caused by the FDA Advisory Committee meeting and soft fourth quarter results.
“The strategic decisions announced today will allow AMAG to leverage its commercial strengths and proven development and regulatory capabilities while focusing on core value drivers: developing ciraparantag and AMAG-423; driving the continued growth of Feraheme, which funds our two pipeline assets; and continuing our work to retain patient access to Makena,” said Mr. Heiden. “It has been an honor and a privilege to lead the team at AMAG. We've achieved numerous successes and overcome many challenges. As we implement the strategic shift announced today, my fellow directors and I believe that this is the right time for the board to identify a new CEO for the next leg of AMAG’s journey.”
Mr. Heiden added, “We continue to believe in the significant long-term potential of Intrarosa and Vyleesi. However, the uncertainty around the long-term durability of Makena revenues makes it challenging to invest in both our promising pipeline and in the physician and consumer marketing required to support these two new products. Given the significant future commercial potential of ciraparantag and AMAG-423 to fulfill unmet medical needs of patients, AMAG made the difficult decision to divest Intrarosa and Vyleesi. The Company is seeking a transaction with a party that can make the investments necessary to maximize the value of these two important women’s healthcare products.”
In addition to the announced CEO transition, Chief Financial Officer Ted Myles will assume the additional role of Chief Operating Officer, effective immediately, expanding his responsibilities to include technical operations, global supply chain and quality. General Counsel Joseph Vittiglio will assume the additional role of Chief Business Officer, focusing on managing the divestiture of Intrarosa and Vyleesi and out-licensing opportunities in ex-U.S. territories, primarily for AMAG’s development-stage programs.
Gino Santini, Chairman of AMAG’s Board, said, “The Board is committed to pursuing strategies that will unlock value for AMAG shareholders and better leverage the Company’s strengths and proven capabilities. We are confident that taking the strategic actions announced today will position AMAG for future growth and enable the Company to better serve patients.”
Mr. Santini continued, “The Board would like to thank Bill for his visionary leadership, transforming AMAG from a single-product company to one with an in-house clinical development team that has gained three FDA product approvals in the last two years, and is progressing two late-stage development products through the regulatory process. For nearly eight years, Bill developed and executed on strategies to invest in products that have benefited hundreds of thousands of patients and which hold the potential of reaching many more in the future. The Board looks forward to working with Bill on a seamless transition, as well as continuing to work with AMAG’s outstanding executive leadership team to drive near- and long-term results.”
Preliminary 2019 Financial Results and 2020 Financial Guidance
AMAG announced preliminary unaudited fourth quarter and full year 2019 financial results and provided 2020 financial guidance, reflecting the Company’s focus on profitability in 2020. The Company expects to report final financial results for the fourth quarter and audited results for the full year of 2019 in early March.
Preliminary, Unaudited Fourth Quarter Financial Results
Three Months Ended December 31,
Total revenues, net
$86 - $91
40 - 42
24 - 27
Other product revenue
($22) - ($12)
Non-GAAP adjusted EBITDA
($10) - $0
1 Includes the recognition of $16M of collaboration revenue due to the termination and settlement agreement entered into with Daiichi Sankyo, Inc. (DSI) in December 2019 related to a clinical trial collaboration agreement that AMAG acquired as part of the Perosphere acquisition. As part of the settlement, AMAG received $10M in cash from DSI in December 2019.
2 Operating loss does not include the impact of material impairment charges or the associated acceleration of amortization, which are likely to be recognized in the 2019 audited financial statements.
3 See reconciliation of GAAP to non-GAAP preliminary financial results at the conclusion of this press release.
Preliminary, Unaudited Full Year Financial Results
Twelve Months Ended December 31, 2018
Total revenues, net
$324 - $329
167 - 169
120 - 123
Other product revenue
($274) - ($264)
Non-GAAP adjusted EBITDA3
($70) - ($60)
The Company ended 2019 with approximately $170 million in cash and investments and $320 million of 2022 convertible notes (principal amount outstanding).
Key priorities for 2020 include:
Complete successful CEO transition
Divest Intrarosa and Vyleesi to align with the new strategic direction
Drive continued Feraheme growth
Work with the FDA to maintain patient access to Makena
Advance ciraparantag and AMAG-423 development programs
Pursue ex-US portfolio partnering opportunities
Meet/exceed financial guidance
2020 Financial Guidance4
$230 - $280
$2 - $32
Non-GAAP adjusted EBITDA
$20 - $50
Mr. Myles stated, “With the divestiture of Intrarosa and Vyleesi and the associated expense reductions, the AMAG of 2020 will be more streamlined and focused to drive Feraheme growth, support the development of our two pipeline assets and deliver positive adjusted EBITDA. While we remain committed to working with the FDA to maintain patient access to Makena, we will be managing Makena-related expenses so that the product is cash flow positive. Our financial guidance includes a reduction of operating expenses of more than $100 million in 2020 relative to 2019. We believe our 2020 plan, including the revised capital allocation strategy, maintains our strong commitment to patients and best positions AMAG to generate sustainable, long-term shareholder value.”
INFORMATION FOR LIVE AUDIO WEBCAST AT THE 38TH J.P. MORGAN HEALTHCARE CONFERENCE
The Company will provide a live update at the 38th Annual J.P. Morgan Healthcare Conference in San Francisco on Thursday, January 16, 2020 at 9:30 a.m. PT (12:30 p.m. ET). A live audio webcast of the presentation and the
4 See reconciliations of 2020 GAAP to non-GAAP financial guidance at the conclusion of this press release. 2020 financial guidance reflects management’s current assumptions about the potential impact of multiple scenarios across our product portfolio, including (i) various potential regulatory outcomes related to Makena and (ii) that the divestitures of Intrarosa and Vyleesi will be reported in discontinued operations for accounting purposes in 2020. Therefore, 2020 financial guidance excludes revenue and expenses related to Intrarosa and Vyleesi.
following breakout session will be accessible in the Investors section of AMAG’s website at www.amagpharma.com. on January 16, 2020 at 9:30 a.m. PT (12:30 p.m. ET). Following the conference, the webcast will be archived on the Company’s website until February 17, 2020.
USE OF NON-GAAP FINANCIAL MEASURES
AMAG has presented certain non-GAAP financial measures, including non-GAAP adjusted EBITDA (earnings before income taxes, depreciation and amortization). These non-GAAP financial measures exclude certain amounts, expenses or income, from the corresponding financial measures determined in accordance with accounting principles generally accepted in the U.S. (GAAP). Management believes this non-GAAP information is useful for investors, taken in conjunction with AMAG’s GAAP financial statements, because it provides greater transparency regarding AMAG’s operating performance. Management uses these measures, among other factors, to assess and analyze operational results and trends and to make financial and operational decisions. Non-GAAP information is not prepared under a comprehensive set of accounting rules and should only be used to supplement an understanding of AMAG’s operating results as reported under GAAP, not as a substitute for GAAP. In addition, these non-GAAP financial measures are unlikely to be comparable with non-GAAP information provided by other companies. The determination of the amounts that are excluded from non-GAAP financial measures is a matter of management judgment and depends upon, among other factors, the nature of the underlying expense or income amounts. Reconciliations between these non-GAAP financial measures and the most comparable GAAP financial measures are included in the tables accompanying this press release.
AMAG is a pharmaceutical company focused on bringing innovative products to patients with unmet medical needs. The company does this by leveraging its development and commercial expertise to invest in and grow its pharmaceutical products across a range of therapeutic areas, including women’s health. For additional company information, please visit www.amagpharma.com.
This press release contains forward-looking information about AMAG Pharmaceuticals, Inc. within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. Any statements contained herein which do not describe historical facts, including, among others, AMAG’s beliefs that the leadership transition and divestiture of Intrarosa and Vyleesi will allow AMAG to leverage its commercial strengths and development and regulatory capabilities and position AMAG for future growth; expectations for the leadership transition, including the timing to complete the CEO search; plans to work with the FDA regarding patient access to Makena; beliefs related to the significant long-term potential of Intrarosa and Vyleesi and the significant future commercial potential of AMAG-423 and ciraparantag; expectations that AMAG will return to positive adjusted EBITDA and be able to unlock shareholder value; plans to reduce operating expenses; beliefs that Feraheme revenues will continue to grow; expectations that AMAG’s full year 2019 revenues and adjusted EBITDA will be within its most recently issued financial guidance range; 2019 preliminary fourth quarter and full year financial results, including revenues, operating loss and adjusted EBITDA; AMAG’s 2020 key priorities, including expectations and beliefs regarding (i) AMAG’s ability to successfully achieve benefits from its leadership transition plan, including managing the search for and transition to a new chief executive officer, (ii) AMAG’s ability to successfully divest Intrarosa and Vyleesi and the effect and amount of associated expense reductions, (iii) AMAG’s ability to drive continued Feraheme growth sufficient to support AMAG’s development programs, (iv) AMAG’s ability to ensure continued patient access to Makena and that Makena is cash flow positive in 2020, (v) AMAG’s pipeline, including AMAG-423 and ciraparantag, (vi) AMAG’s ability to successfully out-license its products or product candidates in ex-U.S. territories and (vii) AMAG’s ability to meet or exceed its 2020 financial guidance; 2020 financial guidance, including total revenue, operating income and positive adjusted EBITDA, and the related assumptions used to determine the guidance ranges, including various potential regulatory outcomes for Makena and the treatment of Vyleesi and Intrarosa as discontinued operations; and plans to report final, audited 2019 financial results in late February or early March 2020; are forward-looking statements which involve risks and uncertainties that could cause actual results to differ materially from those discussed in such forward-looking statements.
Such risks and uncertainties include, among others, the risk that AMAG will be unable to successfully divest Intrarosa and Vyleesi or that the effect and amount of expense reductions associated with the planned divestments will be less than anticipated, or that cash expenditures will be greater than anticipated; the risk that the FDA will recommend that Makena be removed from the market, particularly in light of the recommendation of the Advisory Committee of the FDA; the risk that, even if the FDA does not recommend that Makena be removed from the market, sales of Makena will continue to be negatively impacted, including as a result of the recommendation of the Advisory Committee; the risk that AMAG will be unable to successfully achieve the anticipated benefits from its leadership transition plan; the possibility that AMAG will encounter challenges retaining or attracting talent; the risk that AMAG may be unable to gain approval of its product candidates, including AMAG-423 and ciraparantag, on a timely basis, or at all; the potential for such approvals, if obtained, to include unanticipated restrictions or warnings; the risk that the costs and time investments for AMAG’s development efforts will be higher than anticipated; the possibility that AMAG has over-estimated the market and potential revenues for its products and product candidates, if approved, including AMAG-423 and ciraparantag; the risk that Feraheme and Makena will not achieve the level of revenues needed to support AMAG’s development efforts, including because (i) such efforts require greater costs than anticipated, (ii) because approval of any such products is withdrawn, (iii) the FDA takes other adverse action with respect to any such products or (iv) Sandoz Inc. launches a generic version of Feraheme in accordance with the 2018 settlement agreement we entered into with Sandoz; the risk that AMAG will be unable to successfully identify and enter into partnerships with out-licensees for its product candidates in ex-U.S. territories, which could delay the commercialization of those product candidates in certain geographies; the risk that AMAG will not be able to continue to execute on its business plan; the speculative nature of AMAG’s estimates as to market share for its products and potential market share for its product candidates and the risk that such estimates are inaccurate; and those risks identified in AMAG’s filings with the U.S. Securities and Exchange Commission (the “SEC”), including its Annual Report on Form 10‐K for the year ended December 31, 2018, its Quarterly Reports on Form 10-Q for the quarters ended March 31, 2019, June 30, 2019 and September 30, 2019 and subsequent filings with the SEC, which are available at the SEC’s website at www.sec.gov. Any such risks and uncertainties could materially and adversely affect AMAG’s results of operations, its profitability and its cash flows, which would, in turn, have a significant and adverse impact on AMAG’s stock price. AMAG cautions you not to place undue reliance on any forward‐looking statements, which speak only as of the date they are made.
AMAG disclaims any obligation to publicly update or revise any such statements to reflect any change in expectations or in events, conditions or circumstances on which any such statements may be based, or that may affect the likelihood that actual results will differ from those set forth in the forward‐looking statements.
AMAG Pharmaceuticals®, Feraheme® and Vyleesi® are registered trademarks of AMAG Pharmaceuticals, Inc. Makena® is a registered trademark of AMAG Pharma USA, Inc. Intrarosa® is a registered trademark of Endoceutics, Inc.
Reconciliation of GAAP to Non-GAAP Preliminary Financial Results
GAAP operating loss
($22) - ($12)
($274) - ($264)
Depreciation and intangible asset amortization
Non-cash inventory step-up adjustments
Adjustments to contingent consideration
Asset impairment charges
Non-GAAP adjusted EBITDA
($10) - $0
($70) – ($60)
Reconciliation of GAAP to non-GAAP 2020 Financial Guidance ($M)
GAAP operating income
$2 - $32
Non-GAAP adjusted EBITDA
$20 - $50