Good morning. My name is Dihanna, and I will be your conference operator today. At this time, I would like to welcome everyone to the Q1 2020 Assertio Therapeutics Incorporated Conference Call. All lines have been placed on mute to present any background noise. [Operator Instructions] At this time, I would like to turn the conference over to Mr.

Max Nemmers. You may begin sir..

Thank you, Dihanna. Good morning and welcome to our investor conference call to discuss Assertio's first quarter 2020 financial results announced. The news page covering our earnings for this period is now available on the Investor Page of our website at investor.assertiotx.com.

I would encourage you to review the release, as it is important to today's discussion. With me today are Arthur Higgins, President and Chief Executive Officer; and Dan Peisert, Senior Vice President and Chief Financial Officer.

Before we get started, I remind you that some statements we make today may be considered forward-looking statements for purposes of the Private Securities Litigation Reform Act of 1995.

Assertio cautions that these forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those indicated in the forward-looking statements. These and other risks are more fully described in the Risk Factors section and other sections of our annual report on Form 10-K.

Assertio undertakes no obligation to update these forward-looking statements except as required by law. References to current cash and cash equivalents are based on balances as of March 31, 2020.

The non-GAAP financial measures Assertio uses are not based on any standardized methodology prescribed by GAAP and may be calculated differently from and therefore may not be comparable to non-GAAP measures used by other companies.

Before making any voting or investment decisions with respect to the proposed merger, investors and stockholders of Assertio and Zyla, I urge to read the definitive registration statement including the joint proxy statement, regarding the proposed merger and other relevant materials when they become available carefully and in their entirety because they will contain important information about the proposed merger.

With that, I'll turn the call over to Arthur..

Thanks, Max and thanks, everyone for joining us this morning. I trust you're all staying safe and healthy during these challenging times. Today, we reported positive first quarter results. And in a moment, Dan Peisert, our CFO will discuss our Q1 financial results.

These results are even more satisfying, when considering they were achieved at the same time we took significant steps to transform the company. In the first quarter, we closed the sale of the NUCYNTA franchise to Collegium for $375 million. We also closed the sale of Gralise to Alvogen for $127.5 million.

We repaid $188 million of our senior debt and successfully tendered for the conversion of the remainder of our convertible debt. Q1 was indeed a milestone quarter for our company. It was a quarter in which we saw the completion of the three key objectives I set out for myself, when I joined the company.

Firstly, to reduce our debt which at the time was over $800 million; secondly, address the concentration of our business which had over 70% of our revenues coming from opioids; and thirdly, to build a leaner more entrepreneurial company. As we speak today, we are a company that is debt-free. We have 0% of our revenues coming from opioids.

And by reducing our SG&A base by over 50%, we have created a leaner, more entrepreneurial company. The careful sequencing and execution of this strategy is the reason we were able to announce our merger with Zyla Life Sciences. This transaction has compelling industrial logic and offers a tremendous opportunity for us to unlock shareholder value.

The combination brings together our complementary products to create a company with the largest portfolio of branded NSAIDs. It's a portfolio for the times we live in, where physicians are looking for non-opioid pain solutions. We expect the combining company to have synergies of at least $40 million.

That number excludes $15 million in cost savings, which we had already committed to at Assertio. The combined company's pro forma 2019 revenues were approximately $130 million and we expect to grow that number at least mid-single digits this year.

We are also targeting EBITDA as a percent of sales to be north of 25% and our leverage level to be less than two times. The combined company due to its low leverage is very well positioned to use its platform and commercial capabilities to be a smart consolidator in a specialty pharma market hungry for consolidation.

Indeed our financial metrics and our platform capabilities are more consistent with companies with market caps multiples of where we trade today. So, again, I hope you sense my excitement not only for this combination's compelling industrial logic but its ability to unlock significant shareholder value.

I'm also pleased to report that we are on track for the closing of this transaction shortly after the company's annual meeting on May 19. Consistent with our focus on superior execution, our integration planning and day one readiness is well advanced.

This is even more remarkable when you consider announcement to closing is likely to be less than 10 weeks. With the transformation of Assertio now well in place I am looking forward to my new role as non-Executive Chairman at the close of this merger.

In that role, I will work with the Assertio Board and its leadership to achieve our vision of becoming a leading specialty pharmaceutical company. Before I hand over to Dan Peisert who will walk through the quarterly results, I would like to thank all of my colleagues at Assertio whose hard work has shaped the company these past three years.

Without their tireless effort, agility in the face of constant change, and flawless execution of our strategy, we would not be in such a favorable position nor have such a bright future in front of us. Finally to our new colleagues at Zyla, we look forward to welcome you to Assertio.

And I want to thank you for all your hard work to make sure we are positioning the new Assertio for success from day one. With that, I'd like to hand over to Dan Peisert, our CFO..

Thank you, Arthur. This morning I'll review the financial highlights from our first quarter of 2020. My comments will focus primarily on our non-GAAP results unless otherwise noted.

Year-over-year and quarter-over-quarter comparisons are all clouded by the many transactions we completed in the first quarter including the sale of Gralise to Alvogen, the sale of NUCYNTA to Collegium, the repayment of our senior secured notes, and the repurchase of the majority of our outstanding convertible indebtedness which was followed by the tender that was completed in April.

Therefore, I will limit the discussion of any historical comparisons to the continuing portion of our business. Also we will not be providing any financial guidance at this time. There are two key contributing factors to this decision which are our pending merger with Zyla as well as the overall impact of COVID-19.

In the first quarter, we reported $20.9 million of total revenues. This included $11.3 million of GAAP NUCYNTA commercialization agreement revenues that were recorded from Collegium prior to the close of our sale.

Our results also included $0.6 million of Gralise and other divested product sales or accrual adjustments which is excluded from our non-GAAP adjusted EBITDA. Our neurology product sales from CAMBIA and Zipsor totaled $8.6 million versus $13 million in the prior year period and $12.2 million in our fourth quarter.

These results are primarily a reflection of fluctuations in channel inventory levels that our business has experienced in the last two years. These inventory shifts have made our year-over-year comparison in the first quarter difficult.

In planning for 2020, we had anticipated this and expected our first half results for CAMBIA and Zipsor to be broadly in line with the prior year before taking into account any COVID-related impact.

Late in the first quarter, we believe that both patients and retailers were buying advanced products because of anticipated disruptions caused by COVID-19. This happened late in the quarter for our products such that we did not see any of this increase until April.

In addition to the shifts in channel inventories, we continue to invest in our patient discount programs behind both products to ensure that patients receive access to our medicines when they are prescribed. On a total prescription demand basis as reported by Symphony Health, CAMBIA was up 5.9% and Zipsor was up 9.6% year-over-year.

Considering that we were still promoting Gralise on behalf of Alvogen in the quarter this is a strong result and more indicative of the underlying demand for our products. Due to COVID-19, we also pulled all of our sales representatives from the field in mid-March and shifted to telephonic promotions with the physicians in their territories.

At this point, it's still too early to predict the impact that COVID-19 may have on our business. However, we believe that we have adequate inventories for the near-term and our supply chain has not been materially impacted to date.

In the first quarter we incurred non-GAAP operating expenses defined as reported GAAP operating expenses less depreciation amortization transaction costs, opioid litigation costs and stock-based compensation of $16.3 million relative to $21.3 million in the prior year and $21.7 million in the prior quarter, a reduction of 23.3% and 24.6%, respectively.

As you can see we're well on track to realize the $15 million in accelerated cost savings we implemented at the end of last year. In addition, we've taken further action in April due to COVID-19 to further reduce our cost base to weather any disruption that may result.

We reported adjusted EBITDA of $6.1 million, which does reflect the $13.1 million of non-GAAP commercialization agreement revenues that were received prior to the closing of the NUCYNTA sale to Collegium on February 13th.

The year-over-year reduction from $36.4 million of adjusted EBITDA in the prior year period is fully reflective of the sales of Gralise and NUCYNTA.

Excluded from our adjusted EBITDA results on the royalty receipts from Alvogen for Gralise for GAAP purposes, we fully included these in the gain recorded on the sale and have backed that out of our EBITDA results.

Of the $52.5 million owed to us from Alvogen, we received $2.5 million in the quarter, which was only reflective of Alvogen's January sales, which was a partial month reflecting the close on January 13th.

Following the transactions in the quarter, our balance sheet is far simpler, reflecting the reduction in intangible assets and debt with only the addition of the royalty receivable on Gralise. Subsequent to quarter end, we completed a tender of our remaining debt. All of our convertible debt was either repurchased or tendered at 99.5%.

This saved us over $1.3 million in principal. We also saved approximately $1 million in interest by completing the privately negotiated repurchase agreements prior to the tender. This exemplifies the focus that Arthur and I have on cash and cash flow. Before I close, I'd also like to reiterate the point that Arthur made in his comments.

The team here at Assertio has done a tremendous job and we've completed a large number of transactions to help reposition the company that started with the refinancing in August of last year and we expect to soon conclude with the acquisition of Zyla next month. Everyone here has played an instrumental role in making all of this possible.

And with that, I thank you. As we begin to welcome our new colleagues from Zyla and look forward to building a sustainable growth-oriented company that is well-positioned in the current marketplace I'd be remiss not to also thank Arthur.

If it weren't for his vision, leadership and constant encouragement this would not have been possible especially in the time frame, in which we did it. That ends our prepared remarks. And I'll turn the call back to Max for closing comments..

Thank you, Dan, and thank you everyone for joining us this morning. A replay of this webcast and conference call will be available shortly and for the next 30 days. We also look forward to seeing you at our Virtual Annual General Meeting on May 19 2020. Please contact us if you have any follow-up questions or if we can assist in any way.

As a reminder, our earnings release and other materials are posted to the Investor Relations section of the Assertio website. Thank you for your interest. Have a good day..

Thank you for participating in today's Q1 2020 Assertio Therapeutics Incorporated conference call. This concludes today's conference. You may disconnect at this time..