SEC Comment Letter for Jazz Pharmaceuticals plc (JAZZ) (CIK 0001232524) (JAZZ) — Oct 31, 2016
Jazz Pharmaceuticals plc (JAZZ) (CIK 0001232524)
Date: Oct. 31, 2016 · CIK: 0001232524 · Accession: 0000000000-16-099002
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-33500
Letter
Mail Stop 4 546 October 31, 2016 Via E -mail Mr. Matthew P. Young Executive Vice President and Chief Financial Officer Jazz Pharmaceuticals plc Fourth Floor, Connaught House One Burlington Road Dublin 4 Ireland
Re: Jazz Pharmaceuticals plc Form 10-K for the Year Ended December 31, 2015 Filed February 23 , 2016 Form 8-K dated August 9 , 2016 Filed August 9 , 2016 Form 8 -K/A dated July 12, 2016 Filed September 27, 2016 File No. 001-33500
Dear Mr. Young :
We have limited our review of your filing to the financial statements and related disclosures and have the following comments . In our comment s, we ask you to provide us with information so we may better unde rstand your disclosure.
Please respond to these comments within 10 business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe a comment applies to your facts and circumstances, pleas e tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Form 8 -K filed August 8, 2016 Exhibit 99.1 Press Release dated August 9, 2016 Non-GAAP Financial Measures, page 5
1. You disclose that intangible asset amortization, upfront and milestone payments, and restructuring, transaction and integration related costs are not indicative of your core operating results, yet these items are readily associated with product acquisition s (through either business combination, asset acquisitions or in -licensing) and appear to be an integral part of your strategy to create shareholder value as disclosed on page 3 of your 2015 Form 10 -K. In addition, it is unclear how share -based compensati on is not
Mr. Matthew P. Young Jazz Pharmaceuticals plc October 31, 2016 Page 2
indicative of your core operating results as it appears to be a continuing component of your compensation package to employees. Please provide us proposed revised disclosure to be include d in future earnings releases explaining the reasons why your non -GAAP measures provide useful information to investors and analysts without referring to “core operating results.”
Form 8 -K/A filed September 27, 2016 Exhibit 99.4 Notes to Unaudited Pro Forma Condensed Combined Financial Statements Note 1: Ba sis of Presentation, page 5
2. You disclose that the identifiable intangible assets you acquired include in -process research and development, or IPR&D. You also disclose that your preliminary estimate of $1.8 billion in IPR&D relates to Vyxeos. In Note 1 t o your financial statements in your June 30, 2016 Form 10 -Q you indicate that in addition to Vyxeos, you acquired Celator’s proprietary technology platform, CombiPlex. Please tell us the preliminary fair value you attribute to CombiPlex and why you do not reflect amortization of this intangible asset in your pro forma statements of income given that CombiPlex appears to be an intangible asset used in research and development and not a separate IPR&D project.
We remind you that the company and its manageme nt are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
You may contact Mark Bru nhofer, Senior Staff Accountant, at (202) 551 -3638 or Sharon Blume, Accounting B ranch Chief, at (202) 551 -3474 if you have questions regarding the comment s. In this regard, do not hesitate to contact me at (202) 551 -3679 .
Sincerely,
/s/ Jim B. Rosenberg
Show Raw Text
Mail Stop 4 546 October 31, 2016 Via E -mail Mr. Matthew P. Young Executive Vice President and Chief Financial Officer Jazz Pharmaceuticals plc Fourth Floor, Connaught House One Burlington Road Dublin 4 Ireland Re: Jazz Pharmaceuticals plc Form 10-K for the Year Ended December 31, 2015 Filed February 23 , 2016 Form 8-K dated August 9 , 2016 Filed August 9 , 2016 Form 8 -K/A dated July 12, 2016 Filed September 27, 2016 File No. 001-33500 Dear Mr. Young : We have limited our review of your filing to the financial statements and related disclosures and have the following comments . In our comment s, we ask you to provide us with information so we may better unde rstand your disclosure. Please respond to these comments within 10 business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe a comment applies to your facts and circumstances, pleas e tell us why in your response. After reviewing your response to these comments, we may have additional comments. Form 8 -K filed August 8, 2016 Exhibit 99.1 Press Release dated August 9, 2016 Non-GAAP Financial Measures, page 5 1. You disclose that intangible asset amortization, upfront and milestone payments, and restructuring, transaction and integration related costs are not indicative of your core operating results, yet these items are readily associated with product acquisition s (through either business combination, asset acquisitions or in -licensing) and appear to be an integral part of your strategy to create shareholder value as disclosed on page 3 of your 2015 Form 10 -K. In addition, it is unclear how share -based compensati on is not Mr. Matthew P. Young Jazz Pharmaceuticals plc October 31, 2016 Page 2 indicative of your core operating results as it appears to be a continuing component of your compensation package to employees. Please provide us proposed revised disclosure to be include d in future earnings releases explaining the reasons why your non -GAAP measures provide useful information to investors and analysts without referring to “core operating results.” Form 8 -K/A filed September 27, 2016 Exhibit 99.4 Notes to Unaudited Pro Forma Condensed Combined Financial Statements Note 1: Ba sis of Presentation, page 5 2. You disclose that the identifiable intangible assets you acquired include in -process research and development, or IPR&D. You also disclose that your preliminary estimate of $1.8 billion in IPR&D relates to Vyxeos. In Note 1 t o your financial statements in your June 30, 2016 Form 10 -Q you indicate that in addition to Vyxeos, you acquired Celator’s proprietary technology platform, CombiPlex. Please tell us the preliminary fair value you attribute to CombiPlex and why you do not reflect amortization of this intangible asset in your pro forma statements of income given that CombiPlex appears to be an intangible asset used in research and development and not a separate IPR&D project. We remind you that the company and its manageme nt are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. You may contact Mark Bru nhofer, Senior Staff Accountant, at (202) 551 -3638 or Sharon Blume, Accounting B ranch Chief, at (202) 551 -3474 if you have questions regarding the comment s. In this regard, do not hesitate to contact me at (202) 551 -3679 . Sincerely, /s/ Jim B. Rosenberg Jim B. Rosenberg Senior Assistant Chief Accountant Office of Healthcare and Insurance