http://www.amarincorp.com/20220331#AccruedLiabilitiesAndOtherLiabilitiesCurrent--12-31AMARIN
CORP
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
10-Q
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended
March 31,
2022
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from
to
Commission File No.
000-21392
Amarin Corporation plc
(Exact Name of Registrant as Specified in its Charter)
|
|
|
England and Wales
|
|
Not applicable
|
(State or Other Jurisdiction of
Incorporation or Organization)
|
|
(I.R.S. Employer
Identification No.)
|
|
|
|
77 Sir John Rogerson’s Quay,
Block C,
Grand Canal Docklands
|
|
Dublin
2,
Ireland
|
(Address of Principal Executive Offices)
|
|
(Zip Code)
|
Registrant’s telephone number, including area code:
+353
(0) 1
6699 020
Securities registered pursuant to Section 12(b) of the
Act:
|
|
|
Title of each class
|
Trading Symbol
|
Name of each exchange on which registered
|
American Depositary Shares (ADS(s)), each ADS
representing the right to receive one (1) Ordinary Share
of
|
AMRN
|
NASDAQ Stock Market LLC
|
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days.
Yes
☒
No
☐
Indicate by check mark whether the registrant has submitted
electronically every Interactive Data File required to be submitted
pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter)
during the preceding 12 months (or for such shorter period that the
registrant was required to submit such files).
Yes
☒
No
☐
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, a
smaller reporting company or an emerging growth company. See the
definitions of “large accelerated filer,” accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule
12b-2 of the Exchange Act.
|
|
|
|
|
|
Large accelerated filer
|
|
☒
|
|
Accelerated filer
|
☐
|
|
|
|
|
|
|
Non-accelerated filer
|
|
☐
|
|
Smaller reporting company
|
☐
|
|
|
|
|
|
|
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.
☐
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act).
Yes
☐
No
☒
397,008,153 common shares were outstanding as of April 29, 2022,
including
396,811,326
shares held as American Depositary Shares (ADSs), each representing
one Ordinary Share, 50 pence par value per share and
196,827
Ordinary Shares.
INDEX TO FORM 10-Q
2
PART
I
AMARIN CORPORATION PLC
CONDENSED CONSOLIDATED
BALANCE SHEETS
(Unaudited, in thousands, except share amounts)
|
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March 31, 2022
|
|
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December 31, 2021
|
|
ASSETS
|
|
|
|
|
|
|
Current Assets:
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
219,151
|
|
|
$
|
219,454
|
|
Restricted cash
|
|
|
3,918
|
|
|
|
3,918
|
|
Short-term investments
|
|
|
143,406
|
|
|
|
234,674
|
|
Accounts receivable, net
|
|
|
110,234
|
|
|
|
163,653
|
|
Inventory
|
|
|
267,818
|
|
|
|
234,676
|
|
Prepaid and other current assets
|
|
|
28,092
|
|
|
|
22,352
|
|
Total current assets
|
|
|
772,619
|
|
|
|
878,727
|
|
Property, plant and equipment, net
|
|
|
1,281
|
|
|
|
1,425
|
|
Long-term investments
|
|
|
26,701
|
|
|
|
34,996
|
|
Long-term inventory
|
|
|
141,052
|
|
|
|
121,254
|
|
Operating lease right-of-use asset
|
|
|
8,689
|
|
|
|
7,660
|
|
Other long-term assets
|
|
|
456
|
|
|
|
456
|
|
Intangible asset, net
|
|
|
22,911
|
|
|
|
23,547
|
|
TOTAL ASSETS
|
|
$
|
973,709
|
|
|
$
|
1,068,065
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
Current Liabilities:
|
|
|
|
|
|
|
Accounts payable
|
|
$
|
90,753
|
|
|
$
|
114,922
|
|
Accrued expenses and other current liabilities
|
|
|
207,622
|
|
|
|
253,111
|
|
Current deferred revenue
|
|
|
2,198
|
|
|
|
2,649
|
|
Total current liabilities
|
|
|
300,573
|
|
|
|
370,682
|
|
Long-Term Liabilities:
|
|
|
|
|
|
|
Long-term deferred revenue
|
|
|
14,139
|
|
|
|
14,060
|
|
Long-term operating lease liability
|
|
|
10,398
|
|
|
|
8,576
|
|
Other long-term liabilities
|
|
|
7,490
|
|
|
|
7,648
|
|
Total liabilities
|
|
|
332,600
|
|
|
|
400,966
|
|
Commitments and contingencies (Note
5)
|
|
|
|
|
|
|
Stockholders’ Equity:
|
|
|
|
|
|
|
Common stock, £0.50 par,
unlimited authorized;
404,588,758 shares
issued,
396,940,908 shares
outstanding as of March 31, 2022;
404,084,775 shares
issued,
396,598,008 shares
outstanding as of December 31, 2021
|
|
|
294,364
|
|
|
|
294,027
|
|
Additional paid-in capital
|
|
|
1,861,017
|
|
|
|
1,855,246
|
|
Treasury stock;
7,647,850 shares
as of March 31, 2022;
7,486,767 shares
as of December 31, 2021
|
|
|
(61,261
|
)
|
|
|
(60,726
|
)
|
Accumulated deficit
|
|
|
(1,453,011
|
)
|
|
|
(1,421,448
|
)
|
Total stockholders’ equity
|
|
|
641,109
|
|
|
|
667,099
|
|
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
$
|
973,709
|
|
|
$
|
1,068,065
|
|
See notes to condensed consolidated financial
statements.
3
AMARIN CORPORATION PLC
CONDENSED CONSOLIDATED STATEMENTS
OF OPERATIONS
(Unaudited, in thousands, except per share amounts)
|
|
|
|
|
|
|
|
|
Three months ended March 31,
|
|
|
2022
|
|
|
2021
|
|
Product revenue, net
|
$
|
93,986
|
|
|
$
|
141,383
|
|
Licensing and royalty revenue
|
|
644
|
|
|
|
787
|
|
Total revenue, net
|
|
94,630
|
|
|
|
142,170
|
|
Less: Cost of goods sold
|
|
22,239
|
|
|
|
28,326
|
|
Gross margin
|
|
72,391
|
|
|
|
113,844
|
|
Operating expenses:
|
|
|
|
|
|
Selling, general and administrative
|
|
90,647
|
|
|
|
105,798
|
|
Research and development
|
|
10,051
|
|
|
|
9,377
|
|
Total operating expenses
|
|
100,698
|
|
|
|
115,175
|
|
Operating loss
|
|
(28,307
|
)
|
|
|
(1,331
|
)
|
Interest income, net
|
|
203
|
|
|
|
471
|
|
Other expense, net
|
|
(246
|
)
|
|
|
(142
|
)
|
Loss from operations before taxes
|
|
(28,350
|
)
|
|
|
(1,002
|
)
|
Income tax provision
|
|
(3,213
|
)
|
|
|
(624
|
)
|
Net loss
|
$
|
(31,563
|
)
|
|
$
|
(1,626
|
)
|
Loss per share:
|
|
|
|
|
|
Basic
|
$
|
(0.08
|
)
|
|
$
|
(0.00
|
)
|
Diluted
|
$
|
(0.08
|
)
|
|
$
|
(0.00
|
)
|
Weighted average shares:
|
|
|
|
|
|
Basic
|
|
397,805
|
|
|
|
394,638
|
|
Diluted
|
|
397,805
|
|
|
|
394,638
|
|
See notes to condensed consolidated financial
statements.
4
AMARIN CORPORATION PLC
CONDENSED CONSOLIDATED STATEMENT OF
CHANGES IN STOCKHOLDERS’ EQUITY
(Unaudited, in thousands, except share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
Shares
|
|
|
Treasury
Shares
|
|
|
Common
Stock
|
|
|
Additional
Paid-in
Capital
|
|
|
Treasury
Stock
|
|
|
Accumulated
Deficit
|
|
|
Total
|
|
December 31, 2021
|
|
|
404,084,775
|
|
|
|
(7,486,767
|
)
|
|
$
|
294,027
|
|
|
$
|
1,855,246
|
|
|
$
|
(60,726
|
)
|
|
$
|
(1,421,448
|
)
|
|
$
|
667,099
|
|
Exercise of stock options
|
|
|
10,602
|
|
|
|
—
|
|
|
|
6
|
|
|
|
24
|
|
|
|
—
|
|
|
|
—
|
|
|
|
30
|
|
Vesting of restricted stock units
|
|
|
493,381
|
|
|
|
(161,083
|
)
|
|
|
331
|
|
|
|
(331
|
)
|
|
|
(535
|
)
|
|
|
—
|
|
|
|
(535
|
)
|
Stock-based compensation
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
6,078
|
|
|
|
—
|
|
|
|
—
|
|
|
|
6,078
|
|
Loss for the period
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(31,563
|
)
|
|
|
(31,563
|
)
|
March 31, 2022
|
|
|
404,588,758
|
|
|
|
(7,647,850
|
)
|
|
$
|
294,364
|
|
|
$
|
1,861,017
|
|
|
$
|
(61,261
|
)
|
|
$
|
(1,453,011
|
)
|
|
$
|
641,109
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
Shares
|
|
|
Treasury
Shares
|
|
|
Common
Stock
|
|
|
Additional
Paid-in
Capital
|
|
|
Treasury
Stock
|
|
|
Accumulated
Deficit
|
|
|
Total
|
|
December 31, 2020
|
|
|
398,425,000
|
|
|
|
(5,886,919
|
)
|
|
$
|
290,115
|
|
|
$
|
1,817,649
|
|
|
$
|
(51,082
|
)
|
|
$
|
(1,429,177
|
)
|
|
$
|
627,505
|
|
Exercise of stock options
|
|
|
783,320
|
|
|
|
—
|
|
|
|
536
|
|
|
|
1,523
|
|
|
|
—
|
|
|
|
—
|
|
|
|
2,059
|
|
Vesting of restricted stock units
|
|
|
2,447,405
|
|
|
|
(1,003,965
|
)
|
|
|
1,709
|
|
|
|
(1,709
|
)
|
|
|
(7,252
|
)
|
|
|
—
|
|
|
|
(7,252
|
)
|
Stock-based compensation
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
13,925
|
|
|
|
—
|
|
|
|
—
|
|
|
|
13,925
|
|
Loss for the period
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(1,626
|
)
|
|
|
(1,626
|
)
|
March 31, 2021
|
|
|
401,655,725
|
|
|
|
(6,890,884
|
)
|
|
$
|
292,360
|
|
|
$
|
1,831,388
|
|
|
$
|
(58,334
|
)
|
|
$
|
(1,430,803
|
)
|
|
$
|
634,611
|
|
See notes to condensed consolidated financial
statements.
5
AMARIN CORPORATION PLC
CONDENSED CONSOLIDATED STATEMENTS
OF CASH FLOWS
(Unaudited, in thousands)
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31,
|
|
|
|
2022
|
|
|
2021
|
|
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
Net loss
|
|
$
|
(31,563
|
)
|
|
$
|
(1,626
|
)
|
Adjustments to reconcile loss to net cash used in operating
activities:
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
144
|
|
|
|
150
|
|
Amortization of investments
|
|
|
374
|
|
|
|
649
|
|
Stock-based compensation
|
|
|
6,078
|
|
|
|
13,925
|
|
Amortization of intangible asset
|
|
|
636
|
|
|
|
361
|
|
Changes in assets and liabilities:
|
|
|
|
|
|
|
Accounts receivable, net
|
|
|
53,419
|
|
|
|
3,299
|
|
Inventory
|
|
|
(52,940
|
)
|
|
|
(42,028
|
)
|
Prepaid and other current assets
|
|
|
(5,740
|
)
|
|
|
1,251
|
|
Other long-term assets
|
|
|
—
|
|
|
|
(24
|
)
|
Interest receivable
|
|
|
140
|
|
|
|
118
|
|
Deferred revenue
|
|
|
(372
|
)
|
|
|
(662
|
)
|
Accounts payable and other current liabilities
|
|
|
(69,658
|
)
|
|
|
6,479
|
|
Other long-term liabilities
|
|
|
635
|
|
|
|
(596
|
)
|
Net cash used in operating activities
|
|
|
(98,847
|
)
|
|
|
(18,704
|
)
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
Maturities of securities
|
|
|
113,220
|
|
|
|
127,925
|
|
Purchases of securities
|
|
|
(14,171
|
)
|
|
|
—
|
|
Disposal of furniture, fixtures and equipment
|
|
|
—
|
|
|
|
4
|
|
Net cash provided by investing activities
|
|
|
99,049
|
|
|
|
127,929
|
|
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
Proceeds from exercise of stock options, net of transaction
costs
|
|
|
30
|
|
|
|
2,059
|
|
Taxes paid related to stock-based awards
|
|
|
(535
|
)
|
|
|
(7,252
|
)
|
Net cash used in financing activities
|
|
|
(505
|
)
|
|
|
(5,193
|
)
|
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS AND
RESTRICTED CASH
|
|
|
(303
|
)
|
|
|
104,032
|
|
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF
PERIOD
|
|
|
223,372
|
|
|
|
190,879
|
|
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, END OF
PERIOD
|
|
$
|
223,069
|
|
|
$
|
294,911
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
|
Cash paid during the year for:
|
|
|
|
|
|
|
Income taxes
|
|
$
|
51
|
|
|
$
|
5
|
|
Supplemental disclosure of non-cash transactions:
|
|
|
|
|
|
|
Initial recognition of operating lease right-of-use
asset
|
|
$
|
1,036
|
|
|
$
|
—
|
|
Laxdale Milestone
|
|
$
|
-
|
|
|
$
|
12,000
|
|
See notes to condensed consolidated financial
statements.
6
AMARIN CORPORATION PLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
For purposes of this Quarterly Report on Form 10-Q, ordinary shares
may also be referred to as “common shares” or “common
stock.”
(1) Nature of Business and Basis of Presentation
Nature of Business
Amarin Corporation plc, or Amarin, or the Company, is a
pharmaceutical company focused on the commercialization and
development of therapeutics to improve cardiovascular, or CV,
health and reduce CV risk. Most of the Company’s historical revenue
and sales, marketing and administrative activities and costs have
been associated with commercial operations in the United States, or
U.S. As of September 1, 2021, product was made available in Germany
and as of October 1, 2021 was included in the country's electronic
prescribing system. The Company continues pre-launch commercial
activities throughout the rest of Europe. The Company’s operations
outside of the U.S. and Europe are in early stages of development
with reliance on third-party commercial partners in select
geographies, including China where regulatory approval for the
Company’s lead product is being actively sought.
The Company’s lead product, VASCEPA®
(icosapent ethyl), was first approved by the U.S. Food and Drug
Administration, or U.S. FDA, in July 2012 for use as an adjunct to
diet to reduce triglyceride, or TG, levels in adult patients with
severe (>500
mg/dL) hypertriglyceridemia. In January 2013, the Company launched
1-gram size VASCEPA in the U.S. and in October 2016, introduced a
smaller 0.5-gram capsule size. On December 13, 2019, the U.S. FDA
approved another indication and label expansion for VASCEPA based
on the results of the Company’s long-term cardiovascular outcomes
trial, REDUCE-IT®,
or Reduction of Cardiovascular Events with EPA – Intervention
Trial. VASCEPA is approved by the U.S. FDA as an adjunct to
maximally tolerated statin therapy for reducing persistent
cardiovascular risk in select high risk patients.
On March 30, 2020, following conclusion of a trial in late January
2020, the U.S. District Court for the District of Nevada, or the
Nevada Court, issued a ruling in favor of two generic drug
companies, Dr. Reddy’s Laboratories, Inc., or Dr. Reddy’s, and
Hikma Pharmaceuticals USA Inc., or Hikma, and certain of their
affiliates, or, collectively, the Defendants, that declared as
invalid several of the Company's patents covering the first U.S.
FDA-approved use of its drug, for use to reduce severely high
triglyceride levels, which is known as the MARINE indication. The
Company sought appeals of the Nevada Court judgment up to the
United States Supreme Court, but the Company was unsuccessful. Most
recently, on June 18, 2021, the Company was notified that its
petition for writ of certiorari to the United States Supreme Court
was denied.
On May 22, 2020, Hikma received U.S. FDA approval to market its
generic version of VASCEPA for the MARINE indication of VASCEPA. In
November 2020, Hikma launched their generic version of VASCEPA on a
limited scale. On November 30, 2020 the Company filed a patent
infringement lawsuit against Hikma for making, selling, offering to
sell and importing generic icosapent ethyl capsules in and into the
United States in a manner that the Company alleges has induced the
infringement of patents covering the use of VASCEPA to reduce
specified cardiovascular risk. In January 2021, the Company
expanded the scope of the VASCEPA CV risk reduction patent
infringement lawsuit against Hikma to include a health care
insurance provider in the United States, Health Net, LLC or Health
Net. On January 4, 2022, the district court hearing the case
granted Hikma's motion to dismiss. The Company intends to appeal
the decision of the district court when permitted and also intends
to continue to vigorously pursue the ongoing litigation with Health
Net, but cannot predict the outcome or impact on its
business.
On August 10, 2020, Dr. Reddy’s received U.S. FDA approval to
market its generic version for the MARINE indication of VASCEPA. In
June 2021, Dr. Reddy’s launched its generic version of VASCEPA with
labeling that is substantially similar to labeling of the Hikma
generic product. On September 11, 2020, Teva Pharmaceuticals USA,
Inc’s., or Teva’s, abbreviated new drug application, or ANDA, was
approved by the U.S. FDA and on June 30, 2021, Apotex, Inc.'s, or
Apotex's, ANDA was approved by the U.S. FDA. In January 2022,
Apotex launched its generic version of VASCEPA with labeling that
is substantially consistent with the labeling of the Hikma and Dr.
Reddy's generic product, not the cardiovascular risk reduction
indication, which is known as the REDUCE-IT indication.
On March 26, 2021, the European Commission, or EC, approved the
marketing authorization application for VAZKEPA, hereinafter along
with the U.S. brand name VASCEPA, collectively referred to as
VASCEPA, in the EU to reduce the risk of cardiovascular events in
high-risk, statin-treated adult patients who have elevated
triglycerides (>150
mg/dL) and either established cardiovascular disease or diabetes
and at least one additional cardiovascular risk event. On September
13, 2021, the Company launched VAZKEPA in Germany, representing the
Company's first European launch. On April 22, 2021, the Company
announced that the Medicines and Healthcare Products Regulatory
Agency, or MHRA, approved VAZKEPA in England, Scotland and Wales to
reduce cardiovascular risk through MHRA’s new ‘reliance’ route
following the end of the BREXIT transition period. Collectively
CHMP, EMA, EC and MHRA are referred to herein as the European
Regulatory Authorities.
In November 2020, the Company announced topline results from the
Phase 3 clinical trial of VASCEPA conducted by the Company’s
partner in China. On February 9, 2021, the Company announced that
regulatory review processes for approval of VASCEPA in Mainland
China and Hong Kong have commenced. The Chinese National Medical
Products Administration, or NMPA, has accepted
7
for review the new drug application for VASCEPA based on the
results from the Phase 3 clinical trial and the results from the
Company’s prior studies of VASCEPA. On February 23, 2022, The Hong
Kong Department of Health concluded their evaluation and approved
the use of VASCEPA under the REDUCE-IT indication.
The Company currently has strategic collaborations to develop and
commercialize VASCEPA in select territories outside the United
States. Amarin is responsible for supplying VASCEPA to all markets
in which the product is sold, including the United States and
Germany, as well as, in Canada, Lebanon and the United Arab
Emirates where the drug is promoted and sold via collaboration with
third-party companies that compensate Amarin for such supply.
Amarin is not responsible for providing any generic company with
drug product. The Company operates in
one
business segment.
Basis of Presentation
The condensed consolidated financial statements included herein
have been prepared by the Company in accordance with accounting
principles generally accepted in the United States, or GAAP, and
pursuant to the rules and regulations of the Securities and
Exchange Commission, or the SEC. Certain information in the
footnote disclosures of the financial statements has been condensed
or omitted where it substantially duplicates information provided
in the Company’s latest audited consolidated financial statements,
in accordance with the rules and regulations of the SEC. These
condensed consolidated financial statements should be read in
conjunction with the Company’s audited consolidated financial
statements and notes included in its Annual Report on Form 10-K for
the fiscal year ended December 31, 2021, or the Form 10-K, filed
with the SEC. The balance sheet amounts in this report were derived
from the Company’s audited consolidated financial statements
included in the Form 10-K.
The condensed consolidated financial statements reflect all
adjustments of a normal and recurring nature that, in the opinion
of management, are necessary to present fairly the Company’s
financial position, results of operations and cash flows for the
periods indicated. The preparation of the Company’s condensed
consolidated financial statements in conformity with GAAP requires
management to make estimates and assumptions that affect the
reported amounts of assets and liabilities, disclosure of
contingent assets and liabilities at the date of the financial
statements, and the reported amounts of revenues and expenses
during the reporting period. The results of operations for the
three months ended March 31, 2022 are not necessarily indicative of
the results for any future period. Certain numbers presented
throughout this document may not add precisely to the totals
provided due to rounding. Absolute and percentage changes are
calculated using the underlying amounts in thousands. The condensed
consolidated financial statements include the accounts of the
Company and its wholly-owned subsidiaries. All intercompany
accounts and transactions have been eliminated in
consolidation.
The accompanying condensed consolidated financial statements of the
Company and subsidiaries have been prepared on a basis which
assumes that the Company will continue as a going concern, which
contemplates the realization of assets and the satisfaction of
liabilities and commitments in the normal course of business, as
well as the ongoing global pandemic, COVID-19.
At March 31, 2022, the Company had Total assets of
$973.7
million, of which
$389.3
million consisted of cash and liquid short-term and long-term
investments. More specifically, the Company had Current assets
of
$772.6
million, including Cash and cash equivalents of
$219.2
million, Short-term investments of
$143.4
million, Accounts receivable, net, of
$110.2
million and Inventory of
$267.8
million. In addition, as of March 31, 2022, the Company had
Long-term investments of
$26.7
million and Long-term inventory of
$141.1
million. As of March 31, 2022,
the Company had
no
debt outstanding.
(2) Significant Accounting Policies
Revenue Recognition
In accordance with Accounting Standards Codification, or ASC, Topic
606,
Revenue from Contracts with Customers,
or Topic 606, the Company recognizes revenue when its customer
obtains control of promised goods or services, in an amount that
reflects the consideration which the entity expects to receive in
exchange for those goods or services. To determine revenue
recognition for arrangements that an entity determines are within
the scope of Topic 606, the entity performs the following five
steps: (i) identify the contract(s) with a customer; (ii) identify
the performance obligations in the contract; (iii) determine the
transaction price; (iv) allocate the transaction price to the
performance obligations in the contract; and (v) recognize revenue
when (or as) the entity satisfies a performance obligation. The
Company only applies the five-step model to contracts when it is
probable that the entity will collect the consideration it is
entitled to in exchange for the goods or services it transfers to
the customer. At contract inception, once the contract is
determined to be within the scope of Topic 606, the Company
assesses the goods or services promised within each contract and
determines those that are performance obligations and assesses
whether each promised good or service is distinct. The Company then
recognizes as revenue the amount of the transaction price that is
allocated to the respective performance obligation when (or as) the
performance obligation is satisfied. For a complete discussion of
accounting for net product revenue and licensing revenue, see Note
8—Revenue Recognition.
8
Cash and Cash Equivalents and Restricted Cash
Cash and cash equivalents consist of cash, deposits with banks and
short-term highly liquid money market instruments with original
maturities at the date of purchase of 90 days or less. Restricted
cash represents cash and cash equivalents pledged to guarantee
repayment of certain expenses which may be incurred for business
travel under corporate credit cards held by employees.
Accounts Receivable, net
Accounts receivable, net, comprised of trade receivables, are
generally due within
30 days
and are stated at amounts due from customers. The Company
recognizes an allowance for losses on accounts receivable in an
amount equal to the estimated probable losses net of any
recoveries. The allowance is based primarily on assessment of
specific identifiable customer accounts considered at risk or
uncollectible, as well as an analysis of current receivables aging
and expected future write-offs. The expense associated with the
allowance for doubtful accounts is recognized as Selling, general,
and administrative expense. The Company has not historically
experienced any significant credit losses. All customer accounts
are actively managed and no losses in excess of amounts reserved
are currently expected; however, the Company is monitoring the
potential negative impact of COVID-19 on the Company’s customers’
ability to meet their financial obligations.
The following table summarizes the impact of accounts receivable
reserves on the gross trade accounts receivable balances as
of
March 31, 2022 and December 31, 2021:
|
|
|
|
|
|
|
|
|
In thousands
|
|
March 31, 2022
|
|
|
December 31, 2021
|
|
Gross trade accounts receivable
|
|
$
|
217,821
|
|
|
$
|
262,948
|
|
Trade allowances
|
|
|
(93,044
|
)
|
|
|
(86,636
|
)
|
Chargebacks
|
|
|
(13,598
|
)
|
|
|
(11,714
|
)
|
Allowance for doubtful accounts
|
|
|
(945
|
)
|
|
|
(945
|
)
|
Accounts receivable, net
|
|
$
|
110,234
|
|
|
$
|
163,653
|
|
Inventory
The Company states inventories at the lower of cost or net
realizable value. Cost is determined based on actual cost using the
average cost method. Net realizable value is the estimated selling
price in the ordinary course of business, less reasonably
predictable costs of completion, disposal, and transportation. The
Company classify inventory as long-term inventory when consumption
of the inventory is expected beyond the normal operating cycle. An
allowance is established when management determines that certain
inventories may not be saleable. If inventory cost exceeds expected
net realizable value due to obsolescence, damage or quantities in
excess of expected demand, changes in price levels or other causes,
the Company will reduce the carrying value of such inventory to net
realizable value and recognize the difference as a component of
cost of goods sold in the period in which it occurs. The Company
capitalizes inventory purchases of saleable product from approved
suppliers while inventory purchases from suppliers prior to
regulatory approval are included as a component of research and
development expense. The Company expenses inventory identified for
use as marketing samples when they are packaged. The average cost
reflects the actual purchase price of VASCEPA active pharmaceutical
ingredient, or API.
Income Taxes
Deferred tax assets and liabilities are recognized for the future
tax consequences of differences between the carrying amounts and
tax bases of assets and liabilities and operating loss
carryforwards and other tax attributes using enacted rates expected
to be in effect when those differences reverse. Valuation
allowances are provided against deferred tax assets that are not
more likely than not to be realized. Deferred tax assets and
liabilities are classified as non-current in the condensed
consolidated balance sheet.
The Company provides reserves for potential payments of tax to
various tax authorities and does not recognize tax benefits related
to uncertain tax positions and other issues. Tax benefits for
uncertain tax positions are based on a determination of whether a
tax benefit taken by the Company in its tax filings or positions is
more likely than not to be realized, assuming that the matter in
question will be decided based on its technical merits. The
Company’s policy is to record interest and penalties in the
provision for income taxes, as applicable.
The Company regularly assesses its ability to realize deferred tax
assets. Changes in historical earnings performance, future earnings
projections, and changes in tax laws, among other factors, may
cause the Company to adjust its valuation allowance on deferred tax
assets, which would impact the Company’s income tax expense in the
period in which it is determined that these factors have
changed.
Excess tax benefits and deficiencies that arise upon vesting or
exercise of share-based payments are recognized as an income tax
benefit and expense, respectively, in the condensed consolidated
statement of operations. Excess income tax benefits are classified
as cash flows from operating activities and cash paid to taxing
authorities arising from the withholding of shares from employees
are classified as cash flows from financing activities.
9
The Company’s and its subsidiaries’ income tax returns are
periodically examined by various tax authorities, including the
Internal Revenue Service, or IRS, and states. The Company is
currently under audit by the IRS for the Company’s
2018
U.S. income tax return and by the New Jersey Department of Treasury
for the years
2012
to
2015.
Although the outcome of tax audits is always uncertain and could
result in significant cash tax payments, the Company does not
believe the outcome of these audits will have a material adverse
effect on its consolidated financial position or results of
operations.
Loss per Share
Basic net loss per share is determined by dividing net loss by the
weighted average shares of common stock outstanding during the
period. Diluted net loss per share is determined by dividing net
loss by diluted weighted average shares outstanding. Diluted
weighted average shares reflects the dilutive effect, if any, of
potentially dilutive common shares, such as from the exercise of
stock options and vesting of restricted stock units calculated
using the treasury stock method and the issuance of contingently
issuable shares related to the Company's Laxdale share repurchase
agreement. In periods with reported net operating losses, all stock
options, restricted stock units and contingently issuable shares
outstanding are deemed anti-dilutive such that basic and diluted
net loss per share are equal.
The calculation of net loss and the number of shares used to
compute basic and diluted net loss per share for the
three months ended March 31, 2022 and 2021 are as
follows:
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended March 31,
|
|
In thousands
|
|
2022
|
|
|
2021
|
|
Net loss—basic and diluted
|
|
$
|
(31,563
|
)
|
|
$
|
(1,626
|
)
|
Weighted average shares outstanding—basic and diluted
|
|
|
397,805
|
|
|
|
394,638
|
|
Net loss per share—basic and diluted
|
|
$
|
(0.08
|
)
|
|
$
|
(0.00
|
)
|
For the
three months ended March 31, 2022 and 2021, the following
potentially dilutive securities were not included in the
computation of net loss per share because the effect would be
anti-dilutive or because performance criteria were not yet met for
awards contingent upon such measures:
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended March 31,
|
|
In thousands
|
|
2022
|
|
|
2021
|
|
|
|
|
|
|
|
|
Stock options
|
|
|
19,639
|
|
|
|
19,372
|
|
Restricted stock and restricted stock units
|
|
|
15,369
|
|
|
|
10,252
|
|
Laxdale milestone shares
|
|
|
1,984
|
|
|
|
—
|
|
Stock options are anti-dilutive during periods of net earnings when
the exercise price of the stock options exceeds the market price of
the underlying shares on the last day of the reporting period.
Restricted stock and restricted stock units are anti-dilutive
during periods of net earnings when underlying performance-based
vesting requirements were not achieved as of the last day of the
reporting period.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to
credit risk consist primarily of cash and cash equivalents,
short-term and long-term investments, and accounts receivable. The
Company maintains substantially all of its cash and cash
equivalents and short-term and long-term investments, in financial
institutions believed to be of high-credit quality.
A significant portion of the Company’s sales are to wholesalers in
the pharmaceutical industry. The Company monitors the
creditworthiness of customers to whom it grants credit terms and
has not experienced any credit losses. The Company does not require
collateral or any other security to support credit sales.
Three
customers individually accounted for 10% or more of the Company’s
gross product sales, Customers A, B, and C accounted for
21%,
39%,
and
31%,
respectively, of gross product sales for the three months ended
March 31, 2022, and represented
29%,
37%,
and
28%,
respectively, of the gross accounts receivable balance as of March
31, 2022. Customers A, B, and C accounted for
27%,
35%,
and
31%,
respectively, of gross product sales for the three months ended
March 31, 2021 and represented
35%,
36%,
and
24%,
respectively, of the gross accounts receivable balance as of March
31, 2021.
The Company has not experienced any significant write-offs of its
accounts receivable. All customer accounts are actively managed and
no losses in excess of amounts reserved are currently expected;
however, the Company is monitoring the potential negative impact of
COVID-19 on the Company’s customers’ ability to meet their
financial obligations.
Concentration of Suppliers
The Company has contractual freedom to source the API for VASCEPA
and to procure other services supporting its supply chain and has
entered into supply agreements with multiple suppliers. The
Company’s supply of product for commercial sale and clinical trials
is dependent upon relationships with third-party manufacturers and
suppliers.
The Company cannot provide assurance that its efforts to procure
uninterrupted supply of VASCEPA to meet market demand will continue
to be successful or that it will be able to renew current supply
agreements on favorable terms or at all. Significant
alteration
10
to or disruption or termination of the Company’s current supply
chain, including as a result of COVID-19, or the Company’s failure
to enter into new and similar agreements in a timely fashion, if
needed, could have a material adverse effect on its business,
condition (financial and other), prospects or results of
operations.
The Company currently has manufacturing agreements with multiple
independent API manufacturers and several independent API
encapsulators and packagers for VASCEPA manufacturing. Each of
these API manufacturers, encapsulators and packagers is U.S.
FDA-approved and certain of these API manufacturers, encapsulators
and packagers are also approved by the European Regulatory
Authorities for manufacturing VAZKEPA in Europe. These suppliers
are also used by the Company to source supply to meet the clinical
trial and commercial demands of its partners in other countries.
Each of these suppliers has qualified and validated its
manufacturing processes. There can be no guarantee that these or
other suppliers with which the Company may contract in the future
to manufacture VASCEPA or VASCEPA API will remain qualified to do
so to its specifications or that these and any future suppliers
will have the manufacturing capacity to meet potential global
demand for VASCEPA.
Fair Value of Financial Instruments
The Company provides disclosure of financial assets and financial
liabilities that are carried at fair value based on the price that
would be received upon sale of an asset or paid to transfer a
liability in an orderly transaction between market participants at
the measurement date. Fair value measurements may be classified
based on the amount of subjectivity associated with the inputs to
fair valuation of these assets and liabilities using the following
three levels:
Level 1—Inputs are unadjusted quoted prices in active markets for
identical assets or liabilities that the Company has the ability to
access at the measurement date.
Level 2—Inputs include quoted prices for similar assets and
liabilities in active markets, quoted prices for identical or
similar assets or liabilities in markets that are not active,
inputs other than quoted prices that are observable for the asset
or liability (i.e., interest rates, yield curves, etc.) and inputs
that are derived principally from or corroborated by observable
market data by correlation or other means (market corroborated
inputs).
Level 3—Unobservable inputs that reflect the Company’s estimates of
the assumptions that market participants would use in pricing the
asset or liability. The Company develops these inputs based on the
best information available, including its own data.
The following tables present information about the estimated fair
value of the Company’s assets and liabilities as of
March 31, 2022 and December 31, 2021 and indicate the fair value
hierarchy of the valuation techniques the Company utilized to
determine such fair value:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2022
|
|
In thousands
|
|
Total
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
Asset:
|
|
|
|
|
|
|
|
|
|
|
|
|
Money Market Fund
|
|
$
|
129,031
|
|
|
$
|
129,031
|
|
|
$
|
—
|
|
|
$
|
—
|
|
U.S. Treasury Shares
|
|
|
7,219
|
|
|
|
7,219
|
|
|
|
—
|
|
|
|
—
|
|
Corporate Bonds
|
|
|
59,944
|
|
|
|
—
|
|
|
|
59,944
|
|
|
|
—
|
|
Commercial Paper
|
|
|
73,652
|
|
|
|
—
|
|
|
|
73,652
|
|
|
|
—
|
|
Repo Securities
|
|
|
4,750
|
|
|
|
—
|
|
|
|
4,750
|
|
|
|
—
|
|
Asset Backed Securities
|
|
|
6,707
|
|
|
|
—
|
|
|
|
6,707
|
|
|
|
—
|
|
Certificate of Deposit
|
|
|
24,603
|
|
|
|
—
|
|
|
|
24,603
|
|
|
|
—
|
|
Non-US Government
|
|
|
8,668
|
|
|
|
—
|
|
|
|
8,668
|
|
|
|
—
|
|
Total
|
|
$
|
314,574
|
|
|
$
|
136,250
|
|
|
$
|
178,324
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2021
|
|
In thousands
|
|
Total
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
Asset:
|
|
|
|
|
|
|
|
|
|
|
|
|
Money Market Fund
|
|
$
|
95,063
|
|
|
$
|
95,063
|
|
|
$
|
—
|
|
|
$
|
—
|
|
U.S. Treasury Shares
|
|
|
23,219
|
|
|
|
23,219
|
|
|
|
—
|
|
|
|
—
|
|
Corporate Bonds
|
|
|
83,587
|
|
|
|
—
|
|
|
|
83,587
|
|
|
|
—
|
|
Commercial Paper
|
|
|
121,773
|
|
|
|
—
|
|
|
|
121,773
|
|
|
|
—
|
|
Repo Securities
|
|
|
8,000
|
|
|
|
—
|
|
|
|
8,000
|
|
|
|
—
|
|
Asset Backed Securities
|
|
|
8,816
|
|
|
|
—
|
|
|
|
8,816
|
|
|
|
—
|
|
Certificate of Deposit
|
|
|
21,553
|
|
|
|
—
|
|
|
|
21,553
|
|
|
|
—
|
|
Non-US Government
|
|
|
12,900
|
|
|
|
—
|
|
|
|
12,900
|
|
|
|
—
|
|
Total
|
|
$
|
374,911
|
|
|
$
|
118,282
|
|
|
$
|
256,629
|
|
|
$
|
-
|
|
11
The carrying amount of the Company’s cash and cash equivalents
approximates fair value because of their short-term nature. The
cash and cash equivalents consist of cash, deposits with banks and
short-term highly liquid money market instruments with remaining
maturities at the date of the purchase of
90 days
or less.
The Company’s held-to-maturity investments are stated at amortized
cost, which approximates fair value. The Company does not intend to
sell these investment securities and the contractual maturities are
not greater than
24 months.
Those with original maturities greater than 90 days and maturities
less than
12 months
are included in short-term investments on its condensed
consolidated balance sheet. Those with remaining maturities in
excess of
12 months
are included in long-term investments on its condensed consolidated
balance sheet.
Unrealized gains or losses on held-to-maturity securities are not
recognized until maturity, except other-than-temporary unrealized
losses which are recognized in earnings in the period incurred. The
Company evaluates securities with unrealized losses to determine
whether such losses are other than temporary. The unrealized gain
or loss for the three months ended March 31, 2022 and 2021 was a
loss of
$0.9
million and a gain of
$0.2
million, respectively. Interest on investments is reported in
interest income.
The carrying amounts of accounts payable and accrued liabilities
approximate fair value because of their short-term
nature.
Segment and Geographical Information
Operating segments are defined as components of an enterprise about
which separate financial information is available that is evaluated
on a regular basis by the chief operating decision-maker, or
decision-making group, in deciding how to allocate resources to an
individual segment and in assessing performance of the segment. The
Company currently operates in
one
business segment, which is the development and commercialization of
VASCEPA. A single management team that reports to the Company’s
chief decision-maker, who is the Chief Executive Officer,
comprehensively manages the business. Accordingly, the Company does
not have separately reportable segments.
Restructuring
On September 22, 2021, the Company announced a Go-to-Market
strategy for VASCEPA, or the Plan, which aims to expand healthcare
professional engagement through a new omnichannel platform, enhance
managed care access and optimize VASCEPA prescriptions for
cardiovascular risk reduction. As part of the process, the Company
completed a reduction of its field force to approximately
300
sales representatives. The Company recognized approximately
$13.7
million in charges related to the reduction in force, substantially
all of which are cash expenditures for one-time termination
benefits and associated costs.
No
expenses were recognized within Restructuring expense in the
condensed consolidated statement of operations during the three
ended
March 31, 2022 and 2021.
The following table shows the change in restructuring liability,
associated with the Plan, which is included within accrued expenses
and other current liabilities:
|
|
|
|
|
In thousands
|
|
Restructuring Liability
|
|
Balance at December 31, 2021
|
|
$
|
1,186
|
|
Payments
|
|
|
(948
|
)
|
Balance at March 31, 2022
|
|
$
|
238
|
|
Recent Accounting Pronouncements
From time to time, new accounting pronouncements are issued by the
Financial Accounting Standards Board, or FASB, and are early
adopted by the Company or adopted as of the specified effective
date.
The Company has evaluated all recently issued accounting
pronouncements through the date of the financial statements and
found that no recently issued accounting pronouncements, when
adopted, will have a material impact on the Company’s condensed
consolidated financial position, results of operations, and cash
flows, or do not apply to the Company’s operations.
(3) Intangible Asset
Intangible asset consists of milestone payments to the former
shareholders of Laxdale related to the 2004 acquisition of the
rights to VASCEPA, which is the result of VASCEPA receiving
marketing approval in the U.S. for the first indication in 2012,
the expanded label in 2019 and marketing approval in Europe in
2021. Upon approval of the marketing authorization application for
VAZKEPA in March 2021, a milestone for £7.5
million was achieved, which resulted in the Intangible asset
increasing by $12.0
million.
Refer to Note 5 – Commitments and Contingencies for further
details. In accordance with ASC 350, the Company evaluates the
remaining useful life of the intangible asset at each reporting
period to determine if any events or circumstances warrant a
revision to the
12
remaining
period of amortization. As of March 31, 2022, the intangible asset
has an estimated weighted-average remaining life of
9.0
years.
The carrying value as of
March 31, 2022 and December 31, 2021 is as
follows:
|
|
|
|
|
|
|
|
|
In thousands
|
|
March 31, 2022
|
|
|
December 31, 2021
|
|
Technology rights
|
|
$
|
32,081
|
|
|
$
|
32,081
|
|
Accumulated amortization
|
|
|
(9,170
|
)
|
|
|
(8,534
|
)
|
Intangible asset, net
|
|
$
|
22,911
|
|
|
$
|
23,547
|
|
(4) Inventory
The Company capitalizes its purchases of saleable inventory of
VASCEPA from suppliers that have been qualified by the U.S. FDA.
Inventories as of
March 31, 2022 and December 31, 2021 consist of the
following:
|
|
|
|
|
|
|
|
|
In thousands
|
|
March 31, 2022
|
|
|
December 31, 2021
|
|
Raw materials
|
|
$
|
123,318
|
|
|
$
|
107,695
|
|
Work in process
|
|
|
56,217
|
|
|
|
41,965
|
|
Finished goods
|
|
|
229,335
|
|
|
|
206,270
|
|
Total inventory
|
|
$
|
408,870
|
|
|
$
|
355,930
|
|
As of March 31, 2022 and December 31, 2021, the Company had
$141.1
million and
$121.3
million of Long-term inventory, respectively, as consumption is
expected beyond the Company's normal operating cycle.
(5) Commitments and Contingencies
Litigation – U.S. ANDAs
On March 30, 2020, the Nevada Court, ruled in favor of two generics
companies, Hikma and Dr. Reddy’s, in Amarin’s patent litigation
related to its ANDAs that sought U.S. FDA approval for sale of
generic versions of VASCEPA for the original indication of VASCEPA
as an adjunct to diet to reduce TG levels in adult patients with
severe (>500
mg/dL) hypertriglyceridemia. On September 3, 2020, the U.S. Court
of Appeals for the Federal Circuit, or the Federal Circuit, upheld
the March ruling by the Nevada Court in favor of the two generics
companies. On October 2, 2020, the Company filed a combined
petition for panel rehearing or rehearing en banc. On November 4,
2020, the Company’s rehearing and en banc petitions were denied. On
February 11, 2021, Amarin filed a petition for a writ of certiorari
with the United States Supreme Court to ask the Court to hear the
Company’s appeal in this litigation, which was denied on June 18,
2021.
On May 22, 2020 and August 10, 2020, Hikma and Dr. Reddy’s,
respectively, received U.S. FDA approval to market its generic
versions of VASCEPA. During the ANDA litigation, the Company
reached agreements with Teva and Apotex, under which they received
royalty-free license agreements to promote a generic version of
icosapent ethyl in the U.S. under certain circumstances, one of
which circumstances was achieved when the Federal Circuit upheld
the ruling by the Nevada Court and Hikma launched its generic
version of icosapent ethyl. On September 11, 2020, and June 30,
2021, Teva and Apotex, respectively, received U.S. FDA approval to
market their respective generic versions of icosapent ethyl. In
November 2020, Hikma priced and launched its generic version of
icosapent ethyl. In June 2021, Dr. Reddy’s announced the price of
its generic version of icosapent ethyl and launched its generic
version of icosapent ethyl. In January 2022, Apotex announced the
price of its generic version of icosapent ethyl and launched its
generic version of icosapent ethyl. The generic versions of
icosapent ethyl as approved by the U.S. FDA for Hikma, Dr. Reddy’s,
and Apotex pertains to the MARINE indication of VASCEPA, lowering
of TG levels in patients with very high TG (>500
mg/dL). As of March 31, 2022, Teva had not announced pricing or
launched a generic version of icosapent ethyl. Current generic
competition, together with past and on-going litigation related to
such generic versions of icosapent ethyl are applicable to the U.S.
only. The Company did not seek, nor is VAZKEPA approved in Europe
for lowering of TG levels in patients with very high TG
(>500
mg/dL).
The active pharmaceutical ingredient in VASCEPA is difficult and
time consuming to manufacture, often requires considerable advanced
planning and long-term financial commitment, including to
manufacturing infrastructure such as dedicated facilities, to
ensure sufficient capacity is available when needed. The Company
has invested over a decade of resources and expenses to develop
with individual members of its third-party, active pharmaceutical
ingredient supply chain the technical knowhow, manufacturing
processes and related regulatory approvals that have helped enable
the Company’s suppliers to supply the Company’s need for clinical
and commercial supply globally. Based on statements made by generic
competitors, the active pharmaceutical ingredient of VASCEPA needed
to manufacture their generic versions of VASCEPA is in limited
supply to them. The Company believes all icosapent ethyl generic
manufacturers are similarly situated. The Company believes the
limited supply of generic icosapent ethyl may be due to such
companies’ lack of adequate planning, investment, knowhow and
expertise regarding this fragile active ingredient.
13
In November 2020, the Company filed a patent infringement lawsuit
against Hikma in the United States District Court in Delaware. The
complaint alleges that Hikma induced the infringement of
VASCEPA-related CV risk reduction U.S. Patent Nos. 9,700,537
(Composition for preventing the occurrence of cardiovascular event
in multiple risk patient), 8,642,077 (Stable pharmaceutical
composition and methods of using same), and 10,568,861 (Methods of
reducing the risk of a cardiovascular event in a subject at risk
for cardiovascular disease) by making, selling, offering to sell
and importing generic icosapent ethyl capsules in or into the
United States.
In January 2021, the Company expanded the scope of the VASCEPA CV
risk reduction patent infringement lawsuit against Hikma to include
a health care insurance provider in the United States, Health Net.
Through insurance coverage and economic incentives the Company
alleges that Health Net has actively induced pharmacies to
dispense, and patients to use, Hikma generic icosapent ethyl
capsules in infringement of the related patents. In the complaint,
the Company is seeking remedies including a permanent injunction
against the unlawful inducement by Hikma and Health Net of
infringing uses of the Hikma generic product, i.e., uses to reduce
cardiovascular risk as detailed in the patents, and monetary
damages in an amount sufficient to compensate the Company for such
infringement. On January 4, 2022, the district court hearing the
case granted Hikma's motion to dismiss. The Company intends to
appeal the decision of the district court when permitted and also
intends to continue to vigorously pursue its ongoing litigation
with Health Net, but cannot predict the outcome or the impact on
its business. The Company will continue to consider its legal
options against parties similarly situated to Health Net and Hikma
and acting in concert with either by making or selling any drug
product or component thereof covered by the subject patents, or
inducing others to do the same. The Company intends to vigorously
enforce its intellectual property rights relating to VASCEPA, but
cannot predict the outcome of these lawsuits or any subsequently
filed lawsuits.
As has been a practice in the generic pharmaceutical industry, on
April 27, 2021, Dr. Reddy’s filed a complaint against the Company
in the United States District Court for the District of New Jersey,
Civil action No.21-cv-10309, alleging various antitrust violations
stemming from alleged anticompetitive practices related to the
supply of active pharmaceutical ingredient of VASCEPA. The
complaint also includes a related state law tortious interference
claim. Damages sought include recovery for alleged economic harm to
Dr. Reddy’s, payors and consumers, treble damages and other costs
and fees. Injunctive relief against the alleged violative
activities is also being sought by Dr. Reddy’s. Amarin believes it
has valid defenses and will vigorously defend against the
claims.
In March 2021, Amarin received a civil investigative demand, or
CID, from the U.S. Federal Trade Commission and a subpoena from the
New York Attorney General with respect to information on the same
antitrust topic covered in the Dr. Reddy's litigation. Similarly,
in June 2020, the Company received a CID from the U.S. Department
of Justice, or the DOJ, informing Amarin that the DOJ is
investigating whether aspects of its promotional speaker programs
and copayment waiver program during the period from January 1, 2015
to the present violated the U.S. Anti-Kickback Statute and the U.S.
Civil False Claims Act, in relation to the sale and marketing of
VASCEPA by the Company and its previous co-marketing partner, Kowa
Pharmaceuticals America, Inc. The Company believes such contact
from the governments may have been prompted by a generic
competitor. The inquiries require the Company to produce documents
and answer written questions, or interrogatories, relevant to
specified time periods. Amarin is cooperating with the government
agencies and cannot predict when these investigations will be
resolved, the outcome of the investigations or their potential
impact on the Company’s business.
As has been a practice of class action legal counsel following
governmental investigations and litigation by generics companies,
Amarin is also named as a defendant in five antitrust class action
lawsuits in the District Court for the District of New Jersey.
Amarin is a defendant in a class action lawsuit filed by Uniformed
Fire Officers Association Family Protection Plan Local 854 and the
Uniformed Fire Officers Association for Retired Fire Officers
Family Protection Plan, on behalf of indirect purchasers, in the
District Court for the District of New Jersey, Civil Action No.
21-12061, alleging Amarin and its co-defendant suppliers violated
state and federal antitrust laws by monopolizing and engaging in a
conspiracy to restrain trade in the icosapent ethyl drug and API
markets. Amarin is a defendant in a class action lawsuit filed by
The International Union of Operating Engineers Locals 137, 137A,
137B, 137C, 137R, on behalf of indirect purchasers, in the District
Court for the District of New Jersey, Civil Action No. 21-12416,
alleging Amarin violated state and federal antitrust laws by
monopolizing and engaging in a conspiracy to restrain trade in the
icosapent ethyl drug and API markets. Amarin is a defendant in a
class action lawsuit filed by KPH Healthcare Services, Inc., on
behalf of direct purchasers, in the District Court for the District
of New Jersey, Civil Action No. 21-12747, alleging Amarin and its
co-defendant suppliers violated state and federal antitrust laws by
monopolizing and engaging in a conspiracy to restrain trade in the
icosapent ethyl drug and API markets. Amarin is a defendant in a
class action lawsuit filed by Local 464A United Food and Commercial
Workers Union Welfare Service Benefit Fund, on behalf of direct
purchasers, in the District Court for the District of New Jersey,
Civil Action No. 21-13009. Amarin is a defendant in a class action
lawsuit filed by Teamsters Health & Welfare Fund of
Philadelphia and Vicinity, on behalf of indirect purchasers, in the
District Court for the District of New Jersey, Civil Action No.
21-13406, alleging Amarin violated state and federal antitrust laws
by monopolizing and engaging in a conspiracy to restrain trade in
the icosapent ethyl drug and API markets.
Such antitrust litigation and investigations can be lengthy, costly
and could materially affect and disrupt the Company’s business. The
Company cannot predict when these matters will be resolved, their
outcome or their potential impact on the Company’s business. If a
government determines that Amarin has violated antitrust law, the
Company could be subject to significant civil fines and
penalties.
The Company intends to vigorously enforce its intellectual property
rights relating to VASCEPA, but cannot predict the outcome of these
lawsuits or any subsequently filed lawsuits.
14
Litigation – Other
On February 22, 2019, a purported investor in the Company’s
publicly traded securities filed a putative class action lawsuit
against Amarin Corporation plc, the chief executive officer and
chief scientific officer in the U.S. District Court for the
District of New Jersey, Debendra Sharma v. Amarin Corporation plc,
John F. Thero and Steven Ketchum, No. 2:19-cv-06601 (D.N.J. Feb.
22, 2019). On March 12, 2019, another purported investor filed a
substantially similar lawsuit captioned Richard Borghesi v. Amarin
Corporation plc, John F. Thero and Steven Ketchum, No.
3:19-cv-08423 (D.N.J. March 12, 2019). On May 14, 2019 the court
consolidated the cases under the caption In re Amarin Corporation
PLC Securities Litigation, No. 3:19-cv-06601 and appointed two
other purported shareholders, Dan Kotecki and the Gaetano Cecchini
Living Trust, as Co-Lead Plaintiffs. Co-Lead Plaintiffs filed a
consolidated amended complaint, or Amended Complaint, on July 22,
2019 that added as defendants the Company’s former chief medical
officer and the Company’s former chief executive officer. The
Amended Complaint alleged that from September 24, 2018 to November
9, 2018 the Company misled investors by releasing topline results
for the REDUCE-IT study without disclosing data on biomarker
increases in the placebo group as compared with baseline
measurement. The Amended Complaint alleged that these data suggest
that the mineral oil placebo used in the REDUCE-IT study may have
interfered with statin absorption in the placebo group, which they
alleged may have increased adverse outcomes in the placebo group.
The Amended Complaint further alleged that these purported
misrepresentations and omissions inflated the share price. Based on
these allegations, the suit asserted claims under the Securities
Exchange Act of 1934 and sought unspecified monetary damages and
attorneys’ fees and costs.
On March 29, 2021, the court granted the Company’s motion to
dismiss this litigation for failure to state a valid claim. The
litigation was dismissed without prejudice, giving the plaintiffs
the right to file an amended complaint. Plaintiffs in this action
did not file an amended complaint within the permitted filing
deadline. Plaintiffs filed a notice of appeal of the motion to
dismiss ruling, which has been denominated
In re: Amarin Corp. PLC,
case number 21-2071 (3d Cir.). The Company intends to vigorously
defend against any future complaint in this matter. The Company is
unable to reasonably estimate the loss exposure, if any, associated
with these claims. The Company has insurance coverage that is
anticipated to cover any significant loss exposure that may arise
from this action after payment by the Company of the associated
deductible obligation.
On October 21, 2021, a purported investor in the Company's publicly
traded securities filed a putative class action lawsuit against
Amarin Corporation plc, the former chief executive officer and the
chief financial officer in the U.S. District Court for the District
of New Jersey, Vincent Dang v. Amarin Corporation plc, John F.
Thero and Michael W. Kalb, No. 1:21-cv-19212 (D.N.J. Oct. 21, 2021)
and a subsequent case, Dorfman v. Amarin Corporation plc, et al.,
No. 3:21-cv-19911 (D.N.J. filed Nov. 10, 2021), was filed in
November 2021. In December 2021, several Amarin shareholders moved
to consolidate the cases, or the Securities Litigation, and appoint
a lead plaintiff and lead counsel pursuant to the Private
Securities Litigation Reform Act. The complaints in these actions
are nearly identical and allege that the Company misled investors
by allegedly downplaying the risk associated with the ANDA
litigation described above and the risk that certain of the
Company's patents would be invalidated. Based on these allegations,
plaintiff alleges that he purchased securities at an inflated share
price and brings claims under the Securities and Exchange Act of
1934 seeking unspecified monetary damages and attorneys' fees and
costs. The Company believes it has valid defenses and will
vigorously defend against the claims but cannot predict the
outcome. The Company is unable to reasonably estimate the loss
exposure, if any, associated with these claims.
On April 7, 2022, a purported investor in the Company's publicly
traded securities filed a derivative lawsuit naming the same
officer defendants from the Securities Litigation, the Officer
Defendants, and also the members of the Company's board of
directors, and the Company as nominal defendant in the U.S.
District Court for the District of New Jersey, Gary Schader v.
Amarin Corporation plc, John F. Thero, Michael W. Kalb, Lars G.
Ekman, Jan Van Heek, Karim Mikhail, Patrick J. O'Sullivan, Per
Wold-Olsen, Kristine Peterson, David Stack, and Joseph S.
Zakrzewski, No. 3:22-cv-02017 (D.N.J. Apr. 7, 2022). The complaint
alleges, like the Securities Litigation, that the defendants
allegedly downplayed the risk associated with the ANDA litigation
and the risk that certain of the Company's patents would be
invalidated. Based on the allegations, plaintiffs allege that the
directors breached their fiduciary duties and that the Officer
Defendants were unjustly enriched, and plaintiffs seek contribution
from the Officer Defendants for any liability they incur in the
Securities Litigation and for which they are indemnified by the
Company. The Company cannot predict the outcome and is unable to
reasonably estimate the loss exposure, if any, associated with
these claims.
In addition to the above, in the ordinary course of business, the
Company is from time to time involved in lawsuits, claims,
investigations, proceedings, and threats of litigation relating to
intellectual property, commercial arrangements and other
matters.
Milestone and Supply Purchase Obligations
The Company entered into long-term supply agreements with multiple
API suppliers and encapsulators. The Company is relying on these
suppliers to meet current and potential future global demand for
its lead product. Certain supply agreements require annual minimum
volume commitments by the Company and certain volume shortfalls may
require payments for such shortfalls.
These agreements include requirements for the suppliers to meet
certain product specifications and qualify their materials and
facilities with applicable regulatory authorities, including the
U.S. FDA. The Company has incurred certain costs associated with
the qualification of product produced by these
suppliers.
15
Pursuant to the supply agreements, there is a total of
approximately
$49.3
million that is potentially payable over the term of such
agreements based on minimum purchase obligations. The Company
continues to meet its contractual purchase obligations.
On March 26, 2021, the EC approved the marketing authorization
application for VAZKEPA. Under the 2004 share repurchase agreement
with Laxdale, upon receipt of pricing approval in Europe for the
first indication for VASCEPA (or first indication of any product
containing intellectual property acquired from Laxdale in 2004),
the Company must make an aggregate stock or cash payment to the
former shareholders of Laxdale (at the sole option of each of the
sellers) of £7.5
million. The Company recorded a liability of $12.0
million in Accrued expenses and other current liabilities on the
condensed consolidated balance sheet as of
March 31, 2022.
Also under the Laxdale agreement, upon receipt of a marketing
approval in Europe for a further indication of VASCEPA (or further
indication of any other product acquired from Laxdale in 2004), the
Company must make an aggregate stock or cash payment (at the sole
option of each of the sellers) of £5
million (approximately
$