Andrew Hindman
Analyst · Cowen. Your question please
Thanks Rick. Turning to Slide 16, as previously discussed, the TRELEGY royalty transaction with Royalty Pharma was transformational for Theravance Biopharma. The carefully structured deal that closed during the third quarter delivers three components of value, an upfront cash payment of approximately $1.1 billion in exchange for all of our units in Theravance Respiratory Company or TRC LLC, which represented our 85% economic interest in the royalty rights on worldwide sales of GSKs TRELEGY, ELLIPTA. Secondly, the medium term value is in the form of potential milestone payments up to an aggregate of $250 million. These milestones will be paid upon the achievement of various trilogy revenue thresholds throughout calendar years 2023 through 2026. In 2023 specifically, we are eligible to receive a milestone payment equal to $50 million if TRELEGY global net sales exceed $2.9 billion. As a recent point of reference, global net sales for the first nine months of 2022 have reached approximately $1.6 billion, an increase of 34% over sales in the [indiscernible] of 2021. And finally, the third component is retained long-term value in the form of the return to Theravance Biopharma of our 85% ownership of TRC [indiscernible] interest in the TRELEGY royalties. We call these the outer year royalties or OYR, and the OYR period begins in 2029 metrology sales outside of the United States and begins in 2031 for sales within the United States. As mentioned in the deal announcement in July, this creative transaction structure monetizes our economic interest in TRELEGY royalties and allows Theravance Biopharma to benefit from significant near-term cash, as well as retaining medium and long-time value of the TRELEGY royalties, which we expect will continue to benefit from GSKs global commercial execution and lead to continued strong performance of TRELEGY over time. Furthermore, this monetization also removes uncertainty with the receipt of TRELEGY royalties because the outer year royalties will be paid directly from Royalty Pharma to Theravance Biopharma and In Vivo was removed as the manager of TRC LLC. One key benefit of the TRELEGY deal was that it allowed us to pay off our indebtedness with minimal equity dilution and relatively low transaction costs. At the closing of the deal, we paid down the non-recourse TRELEGY notes for approximately $425 million, and by early August we successfully retired 100% of the company's $230 million convertible notes These two deals made Theravance Biopharma debt free during the third quarter, while also having sufficient excess cash to design outward return program outlined on Slide 17. In September, our Board of Directors authorized the $250 million capital return program with the goal of repurchasing as many shares of TBPH at attractive prices. This was an important decision by the board and before making it we took the time to source input from and speak directly with peach shareholders and our financial advisement regarding both the quantum and the components of our capital board term programs. In the end, we did [indiscernible] program. Firstly with approximately $95 million deployed to purchase GSKs equity stake in Theravance Biopharma approximately 9.6 million shares at $9.75 per share. The second component is the implementation of the ongoing $95 million Dutch auction and tender offer initiated September 28th. This is an open offer and as stated in today's press release, we are extending the length of the offer such that the offer will expire at midnight New York City time, November 17, 2022. And for more details regarding the close of the deal, please contact [indiscernible]. Finally, the third element of the authorization by the Board to repurchase up to $60 million in Theravance Biopharma share, by initiating, I think after the close of the Dutch tender offer, an open market share repurchase program. This program has the goal to complete the share repurchases by the end of 2023. At the completion of the TRELEGY royalty transaction in the subsequent debt we pay [indiscernible] program, Theravance would have strengthened its balance sheet and reduced equity share count materially. This immediately positions the company for significant future equity value creation as we focus on YUPELRI commercialization and ampreloxetine with the base of execution [indiscernible]. Moving to our third quarter financial highlights on Slide 18; R&D expenses for the third quarter of 2022 were $7.2 million compared to $36.8 million in the same period in 2021. SG&A expenses for the third quarter of 2022 were $11.1 million compared to $13.9 million in the same period in 2021. These quarterly figures exclude share based compensation, one-time restructuring and one-time transaction related expenses. We ended the third quarter of 2022 with $487 million in cash and cash equivalent. And please keep in mind that during the fourth quarter of 2022, the company will make a payment of approximately $120 million or estimated taxes due associated with the TRELEGY transaction. In addition, the ongoing Dutch tender offer could utilize an additional $95 million of cash in Q4. Moving to Slide 19, we are reiterating financial guidance for the full year of 2022. For R&D expenses, we expect to invest between $45 million to $55 million relative to actuals of $168 million in 2021. Of this expense range, approximately $10 million is non-recurring spending that was incurred in Q1 2022 to support the wind down of the izencitinib and previous ampreloxetine team clinical programs. R&D spending in Q3 and beyond has normalized and reflects the recurring measure strategic investments in our pipeline. First, SG&A expenses we expect to invest between $35 million to $45 million relative to actuals of $71 million in 2021. And again, our operating expense, share based compensation, onetime restructuring and onetime transaction related expenses. In closing on the financial section, and I'll take a moment to reflect YUPELRI's business has been properly now in two years since Q3 of 2020, and during the third quarter of 2022 the brand realized its highest quarter of sales and profitability since launch. Hence during the current quarter are even stronger, as a result of the reduced spending in 2022 and the increased cash flow generation from YUPELRI, we expect to approach breakeven cash flow on a corporate basis in 2022. With that I'll turn the call back to Rick Winningham for closing remarks.