amag-20200508
0000792977false00007929772020-05-082020-05-08


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): May 8, 2020
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AMAG PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation)
001-10865
04-2742593
(Commission File Number)
(IRS Employer Identification No.)

1100 Winter Street,Waltham,Massachusetts
02451
(Address of Principal Executive Offices)(Zip Code)

(617) 498-3300
(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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.01 per shareAMAGNASDAQ 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, 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, except as expressly set forth by specific reference in such filing.
 
On May 11, 2020, AMAG Pharmaceuticals, Inc. (the “Company”) issued a press release regarding its operating results for the three months ended March 31, 2020 and its intention to hold a conference call to discuss the Company’s first quarter 2020 financial results and to give a business update. A copy of the Company’s press release is furnished herewith as Exhibit 99.1 and a copy of the presentation slides to be used during the conference call is furnished herewith as Exhibit 99.2.

Item 2.05. Costs Associated with Exit or Disposal Activities.

In May 2020, the Company announced a restructuring to reduce the size of its organization in conjunction with the divestiture of Intrarosa and Vyleesi and expected declines in its revenue due to the COVID-19 pandemic. Approximately thirty percent of the workforce is being displaced through this workforce reduction. The Company expects to record a one-time restructuring charge of approximately $8 million primarily related to severance and related benefits in the second quarter of 2020 and expects this workforce reduction to be substantially completed by the end of the second quarter of 2020.

The charges that the Company expects to incur in connection with the workforce reduction are estimates and subject to a number of assumptions, and actual results may differ materially. The Company may incur additional costs not currently contemplated due to events associated with or resulting from the workforce reduction.

Item 4.01. Changes in Registrant’s Certifying Accountant.

(a)
On May 8, 2020, the Company dismissed PricewaterhouseCoopers LLP (“PwC”) as its independent registered public accounting firm effective upon the Company’s filing its Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 with the U.S. Securities and Exchange Commission (the “SEC”). The decision to dismiss PwC was approved by the Audit Committee of the Board of Directors of the Company (the “Audit Committee”) following a competitive process with several independent registered public accounting firms, including PwC.

The reports of PwC on the Company’s consolidated financial statements for each of the two years ended December 31, 2019 and 2018 did not contain an adverse opinion or disclaimer of opinion, nor were such reports qualified or modified as to uncertainty, audit scope or accounting principles.

During the two most recent fiscal years and the subsequent interim period through May 8, 2020, there were no disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K) between the Company and PwC on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement, if not resolved to the satisfaction of PwC, would have caused PwC to make reference to the subject matter of such disagreement in connection with its report. During the two most recent fiscal years and the subsequent interim period through May 8, 2020, there was no “reportable event,” as described in Item 304(a)(1)(v) of Regulation S-K.

The Company provided PwC with a copy of this Current Report on Form 8-K and requested that PwC furnish a letter addressed to the SEC stating whether or not it agrees with the statements made above therein. A copy of PwC’s letter dated May 11, 2020 is attached hereto as Exhibit 16.1.

(b)
On May 8, 2020, following completion of the competitive process described above, the Audit Committee appointed Deloitte & Touche LLP (“Deloitte”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020, effective upon PwC’s dismissal.

During the two most recent fiscal years and the subsequent interim period through the date of this report, the Company has not consulted Deloitte with respect to (a) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, and neither a written report was provided to the Company nor oral advice was provided that Deloitte concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (b) any matter
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that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K), or a reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K).

Forward-Looking Statements

This report contains forward-looking information about the Company within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. Any statements contained herein or therein which do not describe historical facts, including, among others, expectations for the Company’s restructuring initiative, including the expected charges, the timing for incurring such charges and the timing for completing the workforce reductions 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, those risks identified in the Company’s filings with U.S. Securities and Exchange Commission (the “Commission”), including its Annual Report on Form 10-K for the year ended December 31, 2019, its Quarterly Reports, including its Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, its Current Reports and subsequent filings with the Commission, which are available at the Commission’s website at www.sec.gov. Any such risks and uncertainties could materially and adversely affect the Company’s results of operations, its profitability and its cash flows, which would, in turn, have a significant and adverse impact on the Company’s stock price. The Company cautions you not to place undue reliance on any forward-looking statements, which speak only as of the date they are made. The Company 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.

Item 9.01. Financial Statements and Exhibits.
 
(d) Exhibits.
 

Exhibit
Number
 Description
16.1  
99.1   
99.2   
104  
Cover Page lnteractive Data File (embedded within the Inline XBRL document).


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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

AMAG PHARMACEUTICALS, INC.
By:/s/ Joseph D. Vittiglio
Joseph D. Vittiglio
Executive Vice President, General Counsel, Quality & Corporate Secretary
Dates: May 11, 2020



4
Document
Exhibit 16.1

May 11, 2020
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Commissioners:
We have read the statements made by AMAG Pharmaceuticals, Inc. (copy attached), which we understand will be filed with the Securities and Exchange Commission, pursuant to Item 4.01 of Form 8-K, as part of the Form 8-K of AMAG Pharmaceuticals, Inc. dated May 8, 2020. We agree with the statements concerning our Firm in such Form 8-K.
Very truly yours,
/s/ PricewaterhouseCoopers LLP
Boston, Massachusetts


Attachment


Document

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FOR IMMEDIATE RELEASE

AMAG PHARMACEUTICALS ANNOUNCES FIRST QUARTER 2020 FINANCIAL RESULTS
AND PROVIDES CORPORATE UPDATE
Feraheme® (ferumoxytol injection) posts strong first quarter results

Company implements a workforce reduction of approximately 30 percent or 140 positions,
as part of a planned decrease in operating expenses

Conference call scheduled for 8:00 a.m. ET today

WALTHAM, MA (May 11, 2020) AMAG Pharmaceuticals, Inc. (NASDAQ: AMAG) today reported unaudited consolidated financial results for the first quarter ended March 31, 2020. The company reported total revenues for the first quarter of 2020 of $68.7 million, including revenue of $44.4 million from Feraheme and revenue of $21.8 million from Makena® (hydroxyprogesterone caproate injection), as well as expense reductions across the business. The company also reported an operating loss of $19.6 million and an adjusted EBITDA loss of $5.5 million in the first quarter of 2020.1

Despite strong first quarter results, AMAG’s products are being impacted by the COVID-19 pandemic as patient visits have declined during this period. Given the planned divestiture of Intrarosa® (prasterone) and Vyleesi® (bremelanotide injection) and the impact of COVID-19, AMAG has implemented a company-wide restructuring, which will reduce the workforce by approximately 30 percent. AMAG is withdrawing its 2020 financial guidance due to the uncertainty surrounding the duration of the COVID-19 pandemic.

“We are sharpening our focus on our priorities of maximizing Feraheme’s value, retaining patient access to Makena and continuing to efficiently develop innovative therapies, namely ciraparantag,” said Scott Myers, AMAG’s president and chief executive officer. “As we look to the future, it is difficult to estimate the severity and duration of the COVID-19 pandemic. We’ve seen signs of stabilization and remain confident in the underlying demand for our products; however, we cannot speculate on the subsequent speed of recovery and the overall impact on our business.”

“Based upon the extraordinary dynamics across the industry due to the COVID-19 pandemic, we have decided to withdraw our 2020 financial guidance,” said Ted Myles, AMAG’s chief financial officer and chief operating officer. “We remain committed to our previously stated goal of reducing total operating expenses by more than $100 million in 2020, as compared to 2019, and we are on track to achieve this objective. Furthermore, we continue to strive towards returning to profitability this year. The work force reduction that we announced today is an important step towards achieving these corporate objectives. While it was a difficult decision, we believe the organization is now the right size to support our long-term goals. We’d like to thank our colleagues who are leaving AMAG for their many contributions to our organization.”

OTHER KEY UPDATES
Leadership Transition: AMAG announced in April that its Board of Directors appointed Scott Myers as AMAG’s president and chief executive officer, and a member of the Board, effective immediately. Mr. Myers is a proven executive who brings nearly three decades of global pharmaceutical and medical technology experience to AMAG. Mr. Myers succeeds William Heiden who stepped down upon Mr. Myers’ appointment.

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Supply Chain: At this time, all of the company’s products remain available and the supply chain has not been materially affected by COVID-19. AMAG continues to closely monitor suppliers and supply levels. The company has risk mitigation plans in place to minimize potential supply interruptions, including redundant drug substance manufacturing and inventory safety stock, and will continue to work diligently with its suppliers to maintain continuous supply as the COVID-19 situation continues to evolve.

Regulatory: In response to the company's request to the FDA for a meeting to discuss the future of Makena, the FDA indicated that it was premature to meet at this time as it was still reviewing the matter. AMAG remains committed to working collaboratively with the FDA to maintain access to Makena for eligible pregnant women.

Clinical Trials: The COVID-19 pandemic is an evolving situation and is having a serious impact on clinical trials globally. The AMAG-423 Phase 2b/3a clinical trial is a hospital-based trial and all sites have paused new patient enrollment. The company has had to pause initiation of new sites due to the pandemic, significantly impacting recruitment and enrollment. AMAG continues to work with the FDA to initiate the ciraparantag Phase 2b trial in healthy volunteers in the U.S. However, the COVID-19 pandemic has forced the clinical trial sites where the company expected to conduct the trial to close.

FIRST QUARTER ENDED MARCH 31
Revenue
First quarter revenue totaled $68.7 million, compared to $75.8 million for the same period in 2019. This decrease was primarily due to a decrease in sales of Makena stemming from the unfavorable FDA Advisory Committee recommendation for Makena in October 2019. These decreases were partially offset by an increase in sales of Feraheme.
Feraheme achieved first quarter revenue of $44.4 million, an increase of 11 percent over the same period last year. Feraheme’s average quarterly market share was 17.2 percent in the first quarter of 2020, compared to 16.2 percent in the first quarter of 2019.
Makena first quarter revenue totaled $21.8 million, compared to $31.3 million in the first quarter of last year.
Intrarosa revenue in the first quarter of 2020 totaled $3.2 million, compared to $4.4 million in the same period last year.

($M)Three Months Ended March 31,
20202019
Total revenues$68.7$75.8
Feraheme44.4  40.0  
Makena21.8  31.3  
Intrarosa3.2  4.4  
Other(0.7) 0.1  

Operating Expenses
Total costs and expenses decreased by $105.3 million to $88.2 million in the first quarter of 2020, as compared to the first quarter of 2019. In the first quarter of last year, the company recorded $74.9 million of acquired in-process research and development (IPR&D) expense in connection with the acquisition of Perosphere Pharmaceuticals for the development asset, ciraparantag. Also recorded in the first quarter of last year was a one-time restructuring charge of $7.4 million related to combining the company's maternal health and women's health sales forces in February 2019.
Cost of products sales in the first quarter of 2020 increased by $5.9 million, as compared with the first quarter of last year, driven by an increase in amortization expense associated with the Makena, Intrarosa and Vyleesi intangible assets.
Research and development (R&D) expenses totaled $11.2 million, compared to $18.1 million in the first quarter of last year. This decrease was primarily related to lower costs for Vyleesi following its FDA approval in June 2019.
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Selling, general and administrative (SG&A) expenses decreased by approximately $22.0 million, or 29 percent, in the first quarter of 2020, compared to the same period in 2019.

($M)Three Months Ended March 31,
20202019
Amortization of intangible assets$9.8$3.9
Direct cost of product sales14.5  14.5  
Total cost of product sales24.3  18.4  
Research and development expenses11.2  18.1  
Acquired in-process research and development—  74.9  
Selling, general and administrative expenses52.7  74.7  
Restructuring expenses7.4
Total costs and expenses$88.2$193.5

Balance Sheet
As of March 31, 2020, the company’s cash and investments totaled $124.7 million.
Long-term debt totaled $320.0 million (representing the principal amounts outstanding of the 2022 convertible notes).

Operating Loss and Adjusted EBITDA
The company reported an operating loss of $19.6 million in the first quarter of 2020, compared to an operating loss of $117.7 million in the same period last year.
The company reported a loss in adjusted EBITDA of $5.5 million in the first quarter of 2020, compared to a loss in adjusted EBITDA of $26.6 million in the same period last year.

($M)Three Months Ended March 31,
20202019
Operating loss$(19.6)$(117.7)
Non-GAAP adjusted EBITDA1
$(5.5)$(26.6)
1 See reconciliations of GAAP to non-GAAP adjustments at the conclusion of this press release.

CONFERENCE CALL AND WEBCAST ACCESS
AMAG Pharmaceuticals, Inc. will host a conference call and webcast today at 8:00 a.m. ET to discuss the company's first quarter 2020 financial results and recent business updates.

DIAL-IN NUMBERS
U.S./Canada Dial-in Number: (877) 412-6083
International Dial-in Number: (702) 495-1202
Conference ID: 4948155

Replay Dial-in Number: (855) 859-2056
Replay International Dial-in Number: (404) 537-3406
Conference ID: 4948155

A telephone replay will be available from approximately 11:00 a.m. ET on May 11, 2020 through midnight on May 18, 2020.

The webcast with slides will be accessible through the Investors section of the company’s website at www.amagpharma.com. A replay of the webcast will be archived on the website for 30 days.

USE OF NON-GAAP FINANCIAL MEASURES
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AMAG has presented certain non-GAAP financial measures, including non-GAAP costs and expenses, non-GAAP adjusted EBITDA (earnings before income taxes, depreciation and amortization) and non-GAAP diluted shares outstanding. 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 after the unaudited condensed consolidated financial statements.

ABOUT AMAG
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. For additional company information, please visit www.amagpharma.com.

FORWARD-LOOKING STATEMENTS
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, statements regarding AMAG’s planned divestiture of Intrarosa and Vyleesi, expected results of and benefits from the workforce reduction, beliefs that AMAG can maximize Feraheme’s value or retain patient access to Makena, expectations regarding the impact of the COVID-19 pandemic on AMAG’s business, including signs of stabilization, beliefs about the demand for AMAG’s products, plans to reduce total operating expenses by more than $100 million in 2020 and the belief that AMAG is on track to achieve that goal, beliefs that AMAG can undertake efforts to achieve profitability for 2020, beliefs that AMAG is now the right size to support long-term goals, statements related to the COVID-19 pandemic and its general impact, potential severity, duration and spread, beliefs that AMAG’s risk mitigation plans will minimize potential supply interruptions due to the COVID-19 pandemic, beliefs that AMAG will be able to work collaboratively with the FDA to enable continued patient access to Makena, plans to work with the FDA to initiate the ciraparantag Phase 2b trial and estimates for Feraheme’s market share are based on management’s current expectations and beliefs and 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, risks and uncertainties related to the scale and scope of the COVID-19 pandemic and its impact on AMAG’s revenues and operations, including clinical trials, as well as COVID-19’s impact on AMAG’s business partners, healthcare providers, patients, employees and the health care industry and worldwide economies generally, risks related to efforts to streamline the business, including the workforce reduction and the planned divestiture of Intrarosa and Vyleesi, including any unintended consequences from such efforts and AMAG’s ability to successfully achieve the expected benefits of such initiatives in a timely manner, or at all, as well as those risks identified in AMAG’s filings with the U.S. Securities and Exchange Commission (SEC), including its Annual Report on Form 10-K for the year ended December 31, 2019, its Current Reports on Form 8-K, its Quarterly Reports on Form 10-Q, including for the quarter ended March 31, 2020, and in any 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
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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®, the logo and designs, 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. Any other trademarks referred to in this report are the property of their respective owners.



- Tables Follow -






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AMAG Pharmaceuticals, Inc.
Condensed Consolidated Statements of Operations
(Unaudited, amounts in thousands, except for per share data)
Three Months Ended March 31,
20202019
Revenues:
Feraheme$44,433  $40,015  
Makena21,777  31,257  
Intrarosa3,169  4,414  
Other(751) 43  
Total product revenues68,628  75,729  
Other revenues33  75  
Total revenues68,661  75,804  
Operating costs and expenses:
Cost of product sales24,359  18,477  
Research and development expenses11,180  18,066  
Acquired in-process research and development—  74,856  
Selling, general and administrative expenses52,697  74,682  
Restructuring expenses—  7,420  
Total costs and expenses88,236  193,501  
Operating loss (19,575) (117,697) 
Other income (expense):
Interest expense(6,604) (6,450) 
Interest and dividend income477  1,586  
Other income1,311  340  
Total other expense, net(4,816) (4,524) 
Loss before income taxes(24,391) (122,221) 
Income tax expense (benefit) 100  (137) 
Net loss$(24,491) $(122,084) 
Basic and diluted net loss per share$(0.72) $(3.54) 
Weighted average shares outstanding used to compute net loss per share (basic and diluted)34,104  34,469  

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AMAG Pharmaceuticals, Inc.
Condensed Consolidated Balance Sheets
(Unaudited, amounts in thousands)
March 31, 2020December 31, 2019
ASSETS        
Current assets:  
Cash and cash equivalents$54,455  $113,009  
Marketable securities70,288  58,742  
Accounts receivable, net106,484  94,163  
Inventories33,676  31,553  
Prepaid and other current assets25,734  19,100  
Total current assets290,637  316,567  
Property and equipment, net3,312  4,116  
Goodwill422,513  422,513  
Intangible assets, net13,783  23,620  
Operating lease right-of-use asset22,835  23,286  
Deferred tax assets—  630  
Restricted cash495  495  
Total assets$753,575  $791,227  
LIABILITIES AND STOCKHOLDERS’ EQUITY  
Current liabilities:  
Accounts payable$16,520  $27,021  
Accrued expenses167,661  177,079  
Current portion of operating lease liability4,065  4,077  
Current portion of acquisition-related contingent consideration—  17  
Total current liabilities188,246  208,194  
Long-term liabilities:  
Convertible notes, net
281,038  277,034  
Long-term operating lease liability19,433  19,791  
Other long-term liabilities1,120  89  
Total liabilities489,837  505,108  
Commitments and contingencies  
Stockholders’ equity:  
Preferred stock, par value $0.01 per share, 2,000,000 shares authorized; none issued—  —  
Common stock, par value $0.01 per share, 117,500,000 shares authorized; 34,266,256 and 33,999,081 shares issued and outstanding at March 31, 2020 and December 31, 2019, respectively342  339  
Additional paid-in capital1,300,572  1,297,917  
Accumulated other comprehensive loss(3,787) (3,239) 
Accumulated deficit(1,033,389) (1,008,898) 
Total stockholders’ equity263,738  286,119  
Total liabilities and stockholders’ equity$753,575  $791,227  

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AMAG Pharmaceuticals, Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited, amounts in thousands)
 Three Months Ended March 31,
 20202019
Cash flows from operating activities:  
Net loss$(24,491) $(122,084) 
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:  
Depreciation and amortization10,318  4,375  
Provision for bad debt expense223  (16) 
Amortization of premium/discount on purchased securities (27) 
Write-down of inventory616  —  
Non-cash equity-based compensation expense 3,868  4,873  
Non-cash IPR&D expense—  18,029  
Amortization of debt discount and debt issuance costs4,004  3,783  
Gains on marketable securities, net(9) —  
Change in fair value of contingent consideration—  (6) 
Deferred income taxes630  458  
Non-cash lease expense451  —  
Gain on sale of assets(1,409) —  
Changes in operating assets and liabilities:   
Accounts receivable, net(12,547) (7,971) 
Inventories(2,770) (2,973) 
Prepaid and other current assets(6,490) (21,580) 
Accounts payable and accrued expenses(19,671) 31,432  
Other assets and liabilities664  1,799  
Net cash used in operating activities(46,609) (89,908) 
Cash flows from investing activities:      
Proceeds from sales or maturities of marketable securities11,255  27,945  
Purchase of marketable securities(23,345) (14,815) 
Net proceeds from the sale of assets1,440  —  
Capital expenditures(68) (1,794) 
Net cash (used in) provided by investing activities(10,718) 11,336  
Cash flows from financing activities:      
Payments to settle convertible notes—  (21,417) 
Payments of contingent consideration(17) (17) 
Payments for repurchases of common stock—  (13,730) 
Proceeds from the exercise of common stock options—  33  
Payments of employee tax withholding related to equity-based compensation(1,210) (1,636) 
Net cash used in financing activities(1,227) (36,767) 
Net decrease in cash, cash equivalents, and restricted cash(58,554) (115,339) 
Cash, cash equivalents, and restricted cash at beginning of the period113,504  253,751  
Cash, cash equivalents, and restricted cash at end of the period$54,950  $138,412  
Supplemental data for cash flow information:
Cash (refunded) paid for taxes$(256) $78  
Cash paid for interest$—  $267  
Non-cash investing and financing activities:
Settlement of note receivable in connection with Perosphere acquisition$—  $10,000  
Right-of-use assets obtained in exchange for lease liabilities$—  $918  
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AMAG Pharmaceuticals, Inc.
Reconciliation of Condensed Consolidated Statements of Operations to Non-GAAP Statements of Operations
Three Months Ended March 31, 2020
(Unaudited, amounts in thousands)

RevenueCost of product salesResearch & developmentSelling, general & administrativeOperating Loss / Adjusted EBITDA
GAAP  $68,661  $24,359  $11,180  $52,697  $(19,575) 
Depreciation and intangible asset amortization  —  (9,837) (76) (405) 
Stock-based compensation  —  (203) (70) (3,512) 
Non-GAAP Adjusted  $68,661  $14,319  $11,034  $48,780  $(5,472) 








AMAG Pharmaceuticals, Inc.
Reconciliation of Condensed Consolidated Statements of Operations to Non-GAAP Statements of Operations
Three Months Ended March 31, 2019
(Unaudited, amounts in thousands)

RevenueCost of product salesResearch & developmentSelling, general & administrativeAcquired IPR&DRestructuringOperating Loss / Adjusted EBITDA
GAAP  $75,804  $18,477  $18,066  $74,682  $74,856  $7,420  $(117,697) 
Depreciation and intangible asset amortization  —  (3,943) (8) (424) —  —  
Stock-based compensation  —  (202) (680) (3,325) —  —  
Acquisition-related costs  —  —  —  (270) —  —  
Restructuring  —  —  —  —  —  (7,420) 
Acquired IPR&D  —  —  —  —  (74,856) —  
Non-GAAP Adjusted  $75,804  $14,332  $17,378  $70,663  $—  $—  $(26,569) 

9


AMAG Pharmaceuticals, Inc.
Share Count Reconciliation
(Unaudited, amounts in millions)

Three Months Ended March 31,
20202019
Weighted avg. basic and diluted shares outstanding34.1  34.5  
Employee equity incentive awards0.2   0.2   
Non-GAAP diluted shares outstanding34.3  34.7  
2 Employee equity incentive awards would be anti-dilutive in this period.
3 Reflects the non-GAAP dilutive impact of employee equity incentive awards.


CONTACT:
Linda Lennox
908-627-3424

10
q12020rex992
AMAG Pharmaceuticals First Quarter 2020 Financial Results May 11, 2020 © 2020 AMAG Pharmaceuticals, Inc. All rights reserved 1


 
Forward-Looking Statements This presentation contains forward‐looking statements 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, expectations that AMAG can return to adjusted EBITDA positive in 2020; anticipated impacts from the workforce reduction and planned divestiture of Intrarosa and Vyleesi, including that 2020 operating expenses can be reduced more than $100 million relative to 2019; the possibility of additional growth opportunities for Feraheme; beliefs that strong markets exist for Feraheme and Makena, and believes about market share; the impacts of COVID‐19 on patient access and revenues, including signs of stabilization; beliefs about risk mitigation plans; and AMAG’s 2020 goals, including plans regarding the divestiture of Intrarosa and Vyleesi, to drive Feraheme growth, to engage with the FDA in an effort to maintain patient access to Makena, to advance clinical programs, to pursue ex‐ U.S. opportunities and to reach adjusted EBITDA positive in 2020 despite COVID‐19, 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, risks and uncertainties related to the scale and scope of the COVID‐19 pandemic and its impact on AMAG’s revenues and operations, including clinical trials, as well as COVID‐19’s impact on AMAG’s business partners, healthcare providers, patients, employees and the health care industry and worldwide economies generally, risks related to efforts to streamline the business, including the workforce reduction and the planned divestiture of Intrarosa and Vyleesi, including any unintended consequences from such efforts and AMAG’s ability to successfully achieve the expected benefits of such initiatives in a timely manner, or at all, as well as those risks identified in AMAG’s filings with the U.S. Securities and Exchange Commission (SEC), including its Annual Report on Form 10‐K for the year ended December 31, 2019, its Current Reports on Form 8‐K, its Quarterly Reports on Form 10‐Q, including for the quarter ended March 31, 2020, and in any 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®, the logo and designs, 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. Other trademarks referred to in this report are the property of their respective owners. © 2020 AMAG Pharmaceuticals, Inc. All rights reserved 2


 
1 Introduction of AMAG's New CEO 2 Managing Through COVID‐19 and Beyond AGENDA 3 Commercial Update 4 Financial Results 5 2020 Goals / Q&A © 2020 AMAG Pharmaceuticals, Inc. All rights reserved 3


 
Scott Myers: AMAG President and Chief Executive Officer • Most recently served as Chairman and CEO of Rainier Therapeutics, a clinical‐stage biotechnology company focused on metastatic bladder cancer • Previously served as CEO, President and as a director of Cascadian Therapeutics Inc. (CASC) – Tukysa® (tucatinib) now with Seattle Genetics, in combination for treatment for HER2+ metastatic breast cancer in patients with and without brain metastases • Independent Director: Harpoon Therapeutics (HARP) and Selecta Biosciences (SELB) • Experienced in leading transformations that maximized growth and delivered significant long‐term value © 2020 AMAG Pharmaceuticals, Inc. All rights reserved 4


 
Executing the Strategy in a COVID-19 Environment In the process of right-sizing Continued focus on the organization for the future HemOnc and Maternal Health Restructured organization to reflect the planned Strong markets still exist divestiture of Intrarosa® and Vyleesi® for Feraheme® and Makena® and the impact of COVID‐19 HEMATOLOGY MATERNAL HEALTH Anticipated Exploring additional reduction in annual Workforce opportunities for growth operating expenses impacted >$100M in 2020 ~30% ~140 relative to 2019 Positions Management remains committed to the goal of returning AMAG to adjusted EBITDA positive in 2020 © 2020 AMAG Pharmaceuticals, Inc. All rights reserved 5


 
Commercial Update Core Value Drivers: Feraheme and Makena FIRST QUARTER REVENUE Feraheme Makena $44.4 $40.0 $31.3 • Q1‐2020 revenue growth of • Q1‐2020 revenue of $21.8M was +11% over Q1‐2019 $21.8 $3.8M below Q4‐2019 revenue • Average market share of 17.2% in • Average market share of 62% in Q1‐2020 vs. 16.2% in Q1‐20191 the first full quarter post the AdCom meeting1 Q1-2019 Q1-2020 Q1-2019 Q1-2020 • Product volumes impacted during COVID‐19 as patient visits to HCPs declined2 COVID-19 • Evolving promotional efforts to support health care providers and patients during pandemic • Indications of stabilization observed in recent weeks3 1 AMAG estimates market share and market growth using IQVIA data and internal analytics. 2 Source: IQVIA: Medical Claims Data Analysis, 2020; Baseline = Average of TH visits for period W/E 1/10/2020‐ 2/28/2020. 3 Source: April MCC enrollment data, April Feraheme 867 outflow data. © 2020 AMAG Pharmaceuticals, Inc. All rights reserved 6


 
First Quarter Financial Results1 $M Q1-2020 Q1-2019 Feraheme $44.4 $40.0 • Revenues Makena 21.8 31.3 – Feraheme revenue up 11% over Q1‐2019 Intrarosa 3.2 4.4 – Makena revenue stable post FDA Advisory Committee Other (0.7) 0.1 meeting in Q4‐2019 Total revenues $68.7 $75.8 • Operating Costs and Expenses Cost of product sales $24.3 $18.4 – Excluding one‐time costs, total costs and expenses Research and development 11.2 18.1 decreased by approximately 20% Acquired in‐process research and development ‐‐ 74.9 – SG&A lower due to planned decreases in spending Selling, general and administrative 52.7 74.7 related to marketing for women’s health products, particularly Intrarosa Restructuring ‐‐ 7.4 – R&D lower primarily due to lower costs Total costs and expenses $88.2 $193.5 for Vyleesi following its FDA approval in June 2019 GAAP operating loss ($19.6) ($117.7) • Adjusted EBITDA loss significantly lower as strategy to become profitable is implemented Non-GAAP adjusted EBITDA ($5.5) ($26.6) 1 See slide 13 for a reconciliation of GAAP to non‐GAAP financial results. © 2020 AMAG Pharmaceuticals, Inc. All rights reserved 7


 
Withdrawing 2020 Financial Guidance • COVID‐19 is adversely impacting patient access to AMAG’s products Previously Issued Financial Guidance – Patient visits have declined significantly in recent weeks ($M) 2020 Financial Guidance – Impact on products could continue into 2H‐2020 Total revenue $230 ‐ $280 • Duration of pandemic, magnitude of its economic impact and subsequent speed of recovery are Operating loss $2 ‐$32 unknown – Given the uncertainty, unable to forecast with Adjusted EBITDA $20 ‐ $50 reasonable accuracy • Expense management is in focus to offset lower topline revenue © 2020 AMAG Pharmaceuticals, Inc. All rights reserved 8


 
AMAG Remains Committed to Our Customers and Their Patients Products Remain Available; Clinical Trials Impacted All products Supply chain at this time has • Continue to closely monitor suppliers and supply levels currently remain not been materially affected • Risk mitigation plans in place to minimize any potential available to patients by COVID‐19 supply interruption • Hospital‐based trial with all sites pausing new patient AMAG-423 enrollment COVID-19 has Phase 2b/3a clinical trial • Company has paused initiation of new sites adversely impacted current development Ciraparantag • Continue to work with FDA to initiate trial in 2020 timelines Phase 2b trial in healthy • Planned clinical trial sites currently closed due to COVID‐19 volunteers AMAG is committed to the health and safety of its employees, patients, healthcare providers, business partners and communities © 2020 AMAG Pharmaceuticals, Inc. All rights reserved 9


 
2020 Goals GOAL STATUS Complete successful CEO transition Complete Divest Intrarosa and Vyleesi to align with new strategic direction Negotiations ongoing; update planned by the end of Q2‐2020 Drive continued Feraheme growth Sales and Medical Affairs teams engaged during COVID‐19 pandemic Maintain patient access to Makena Ongoing efforts with FDA to support continued availability of Makena to patients Advance ciraparantag and AMAG-423 development programs Clinical programs delayed due to COVID‐19 Pursue ex-U.S. portfolio partnering opportunities Pursuing territory licensing of key assets Reach adjusted EBITDA positive Despite COVID‐19, manage business to achieve profitability in 2020 Complete © 2020 AMAG Pharmaceuticals, Inc. All rights reserved 10


 
AMAG Pharmaceuticals Q&A © 2019 AMAG Pharmaceuticals, Inc. All© rights 2020 reservedAMAG Pharmaceuticals, Inc. All rights reserved 11


 
Appendix 12


 
Reconciliation of GAAP to Non-GAAP Preliminary Financial Results ($M) Q1-2020 Q1-2019 GAAP operating loss ($19.6) ($117.7) Depreciation and intangible asset amortization 10.3 4.4 Stock‐based compensation 3.8 4.2 Restructuring ‐‐ 7.4 Acquired IPR&D ‐‐ 74.9 Acquisition‐related costs ‐‐ 0.2 Non-GAAP adjusted EBITDA ($5.5) ($26.6) APPENDIX © 2020 AMAG Pharmaceuticals, Inc. All rights reserved 13


 
AMAG Pharmaceuticals First Quarter 2020 Financial Results May 11, 2020 © 2019 AMAG Pharmaceuticals, Inc. All© rights 2020 reservedAMAG Pharmaceuticals, Inc. All rights reserved 14