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IRISH STATUTORY ACCOUNTS TABLE OF CONTENTS AVADEL PHARMACEUTICALS PLC Directors' Report and Consolidated Financial Statements For the Financial Year Ended 31 December, 2018 TABLE OF CONTENTS AVADEL PHARMACEUTICALS PLC TA

Key Takeaway: 2018 IRISH STATUTORY ACCOUNTS AVADEL PHARMACEUTICALS PLC Directors' Report and Consolidated Financial Statements For the Financial Year Ended 31 December, 2018 AVADEL PHARMACEUTICALS PLC Page # Directors' Report 1 Directors' Responsibilities Statement 38 Inde

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2018 IRISH STATUTORY ACCOUNTS
AVADEL PHARMACEUTICALS PLC
Directors' Report and Consolidated Financial Statements
For the Financial Year Ended 31 December, 2018
AVADEL PHARMACEUTICALS PLC
Page #
Directors' Report 1
Directors' Responsibilities Statement 38
Independent Auditor's Report - Group 39
Consolidated Profit and Loss Account 45
Consolidated Statement of Other Comprehensive Income 46
Consolidated Balance Sheet 47
Consolidated Statement of Cash Flows 48
Consolidated Statement of Changes in Shareholders' Equity 49
Notes to Consolidated Financial Statements 50
Independent Auditor's Report - Company 96
Company Balance Sheet 100
Company Statement of Changes in Equity 101
Notes to Company Financial Statements 102
For the Financial Year Ended 31 December, 2018
(dollars in thousands, except share data and where indicated)
The directors present their report on the audited consolidated financial statements for the financial year ended 31 December, 2018, which are set out on pages 45 to 94, and audited parent Company financial statements for the financial period ended 31 December, 2018, which are set out on pages 100 to 112.
The directors have elected to prepare the Irish statutory group consolidated financial statements of Avadel Pharmaceuticals plc in accordance with Section 279 of the Companies Act 2014, which provides that a true and fair view of the assets and liabilities, financial position, and profit or loss may be given by preparing the financial statements in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"), as defined in Section 279 of the Companies Act 2014, to the extent that the use of those principles in the preparation of the financial statements does not contravene any provision of part 6 of the Companies Act 2014.
The directors have elected to prepare the Avadel Pharmaceuticals plc parent Company financial statements in accordance with FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (Generally Accepted Accounting Practice in Ireland) and the Companies Act 2014.
Basis of Presentation
The accompanying financial statements reflect the consolidated financial position of the parent Company ("Avadel Pharmaceuticals plc" or "the Group") and its subsidiaries (Avadel Pharmaceuticals plc and all its subsidiaries, hereinafter referred to as "Avadel", "the Group", "us", "we", or "our") as an independent, publicly-traded Group.
Trademarks and Trade Names
Avadel owns or has rights to use trademarks and trade names that it uses in conjunction with the operation of its business. One of the more important trademarks that it owns or has rights to use that appears in this Directors' Report is "Avadel," which is a registered trademark or the subject of pending trademark applications in the United States ("U.S.") and other jurisdictions. Solely for convenience, we only use the or symbols the first time any trademark or trade name is mentioned. Such references are not intended to indicate in any way that we will not assert, to the fullest extent permitted under applicable law, our rights to our trademarks and trade names. Each trademark or trade name of any other Group appearing in this Directors' Report is, to our knowledge, owned by such other Group.
Forward-Looking Statements
We have made forward-looking statements in this Directors' Report that are based on management's beliefs and assumptions and on information currently available to management. Forward-looking statements include, but are not limited to, information concerning our possible or assumed future results of operations, business strategies, financing plans, competitive position, potential growth opportunities, potential operating performance improvements, the effects of competition and the effects of future legislation or regulations. Forward-looking statements include all statements that are not historical facts and can be identified by the use of forward-looking terminology such as the words "believe," "expect," "plan," "intend," "project," "anticipate," "estimate," "predict," "potential," "continue," "may," "should" or the negative of these terms or similar expressions.
Forward-looking statements involve risks, uncertainties and assumptions. Actual results may differ materially from those expressed in these forward-looking statements. You should not place undue reliance on any forward-looking statements.
The principal risks and uncertainties included in this Directors' Report could cause our results to differ materially from those expressed in forward-looking statements. There may be other risks and uncertainties that we are unable to predict at this time or that we currently do not expect to have a material adverse effect on our business.
These forward-looking statements are made as of the 31 December, 2018. We expressly disclaim any obligation to update these forward-looking statements other than as required by law.
Principal Activities
Avadel Pharmaceuticals plc (Nasdaq: AVDL) ("Avadel," the "Group," "we," "our," or "us") is a branded specialty pharmaceutical Group. Our primarily focus is on the development and potential FDA approval for FT218 which is in a Phase 3 clinical trial for the treatment of narcolepsy patients suffering from excessive daytime sleepiness (EDS) and cataplexy. In addition, we market three sterile injectable drugs used in the hospital setting which were developed under our "unapproved marketed drug" (UMD) program. The Group is headquartered in Dublin, Ireland with operations in St. Louis, Missouri and Lyon, France. For more information, please visit www.avadel.com.
Our current marketed products include:
Akovaz (ephedrine sulfate injection, USP), an alpha- and beta-adrenergic agonist and a norepinephrine-releasing agent that is indicated for the treatment of clinically important hypotension occurring in the setting of anesthesia.
Bloxiverz (neostigmine methylsulfate injection), a cholinesterase inhibitor, is indicated for the reversal of the effects of non-depolarizing neuromuscular blocking agents (NMBAs) after surgery.
Vazculep (phenylephrine hydrochloride injection), an alpha-1 adrenergic receptor agonist indicated for the treatment of clinically important hypotension resulting primarily from vasodilation in the setting of anesthesia.
Each of our Akovaz, Bloxiverz and Vazculep products is used primarily in the hospital setting and was developed under our UMD program.
In 2018, Avadel Specialty Pharmaceuticals LLC ("Specialty Pharma") marketed Noctiva , a vasopressin analog indicated for the treatment of nocturia due to nocturnal polyuria in adults who awaken at least two times per night to void. Due to disappointing results after a substantial investment of resources after Noctiva's commercial launch in March 2018, Specialty Pharma, the Avadel subsidiary responsible for the marketing and sale of Noctiva, made a voluntary filing for Chapter 11 bankruptcy protection on 6 February, 2019. As a result of Specialty Pharma's bankruptcy filing on 6 February, 2019, Avadel has ceded authority for managing the business to the Bankruptcy Court, and Avadel management cannot carry on Specialty Pharma's activities in the ordinary course of business without Bankruptcy Court approval. Avadel manages the day-to-day operations of Specialty Pharma, but does not have discretion to make significant capital or operating budgetary changes or decisions and purchase or sell significant assets, as Specialty Pharma's material decisions are subject to review by the Bankruptcy Court. For these reasons, we have concluded that Avadel has lost control of Specialty Pharma, and no longer has significant influence over Specialty Pharma during the pendency of the bankruptcy. Therefore, we deconsolidated Specialty Pharma effective with the filing of the Chapter 11 bankruptcy in February 2019. On 26 April, 2019, Specialty Pharma sold its intangible assets and remaining inventory to an unaffiliated third party in exchange for aggregate cash proceeds of approximately $250, pursuant to an order approving such sale which was issued by the Bankruptcy Court on 15 April, 2019. As a result of such sale, Specialty Pharma has completed its divestment of the assets of the Noctiva business.
Corporate Information
The Company was incorporated in Ireland on 1 December, 2015 as a private limited Company, and re-registered as an Irish public limited Company on 21 November, 2016 (Company registration number: 572535). Its headquarters are in Dublin, Ireland and it has operations in St. Louis, Missouri, United States, and Lyon, France. The address of its registered office is Block 10-1, Blanchardstown Corporate Park, Ballycoolin, Dublin 15, Ireland.
The Group is the successor to Flamel Technologies S.A., a French soci t anonyme ("Flamel"), as the result of the Merger described above, in which Flamel merged with and into the Group at 11:59:59 p.m., Central Europe Time, on 31 December, 2016 (the "Merger") pursuant to the agreement between Flamel and Avadel
entitled Common Draft Terms of Cross-Border Merger dated as of 29 June, 2016 (the "Merger Agreement"). Immediately prior to the Merger, the Group was a wholly owned subsidiary of Flamel. In accordance with the Merger Agreement, as a result of the Merger:
Flamel ceased to exist as a separate entity and the Group continued as the surviving entity and assumed all of the assets and liabilities of Flamel.
our authorized share capital is $5,500 divided into 500,000,000 ordinary shares with a nominal value of $0.01 each and 50,000,000 preferred shares with a nominal value of $0.01 each.
all outstanding ordinary shares of Flamel, 0.122 nominal value per share, were canceled and exchanged on a one-for-one basis for newly issued ordinary shares of the Group, $0.01 nominal value per share. This change in nominal value of our outstanding shares resulted in our reclassifying $5,937 on our consolidated balance sheet from ordinary shares to other reserves.
our board of directors is authorized to issue preferred shares on a non-pre-emptive basis, for a maximum period of five years, at which point it may be renewed by shareholders. The board of directors has discretion to dictate terms attached to the preferred shares, including voting, dividend, conversion rights, and priority relative to other classes of shares with respect to dividends and upon a liquidation.
all outstanding American Depositary Shares (ADSs) representing ordinary shares of Flamel were canceled and exchanged on a one-for-one basis for ADSs representing ordinary shares of the Group.
Thus, the Merger changed the jurisdiction of our incorporation from France to Ireland, and an ordinary share of the Group held (either directly or represented by an ADS) immediately after the Merger continued to represent the same proportional interest in our equity owned by the holder of a share of Flamel immediately prior to the Merger.
References in these consolidated financial statements and the notes thereto to "Avadel," the "Group," "we," "our," "us" and similar terms shall be deemed to be references to Flamel prior to the completion of the Merger, unless the context otherwise requires.
Prior to completion of the Merger, the Flamel ADSs were listed on the Nasdaq Global Market ("Nasdaq") under the trading symbol "FLML"; and immediately after the Merger the Group's ADSs were listed for and began trading on Nasdaq on 3 January, 2017 under the trading symbol "AVDL."
Further details about the reincorporation, the Merger and the Merger Agreement are contained in our definitive proxy statement filed with the Securities and Exchange Commission (the "SEC") on 5 July, 2016.
Under Irish law, the Group can only pay dividends and repurchase shares out of distributable reserves, as discussed further in the Group's proxy statement filed with the SEC as of 5 July, 2016. Upon completion of the Merger, the Group did not have any distributable reserves. On 15 February, 2017, the Group filed a petition with the High Court of Ireland seeking the court's confirmation of a reduction of the Group's share premium so that it can be treated as distributable reserves for the purposes of Irish law. On 6 March, 2017, the High Court issued its order approving the reduction of $317,254 of the Group's share premium which can be treated as distributable reserves.
The Group currently has five direct wholly owned operating subsidiaries: Avadel US Holdings, Inc., Flamel Ireland Limited, trading under the name Avadel Ireland, Avadel Investment Company Limited, Avadel France Holding SAS and Avadel Finance Ireland Designated Activity Group. Avadel US Holdings, Inc. is a Delaware corporation, and is the holding entity of FSC Holdings, LLC, Avadel Legacy Pharmaceuticals, LLC (formerly clat Pharmaceuticals, LLC), Avadel Management Corporation, Avadel Operations Group, Inc. and Avadel Specialty Pharmaceuticals. Avadel Ireland is a corporation organized under the laws of Ireland and is where all intangible property was relocated on 16 December, 2014. Avadel France Holding SAS is a soci t par actions simplifi e, organized under the laws of France and is the holding entity of Avadel Research SAS where the Group's research and development activities take place. A complete list of the Group's subsidiaries can be found in Note 29: Subsidiary Undertakings to the Notes to the consolidated financial statements.
No dividends have been paid in the current or preceding period, other than the buyback of our shares. We currently do not anticipate paying any cash dividends for the foreseeable future, as we intend to retain earnings to finance R&D, acquisitions and the continued operation and expansion of our business. The recommendation, declaration and payment of any dividends in the future by us will be subject to the sole discretion of our board of directors and will depend upon many factors, including our financial condition, earnings, capital requirements of our operating subsidiaries, covenants associated with certain of our debt obligations, legal requirements, regulatory constraints and other factors deemed relevant by our board of directors. Moreover, if we determine to pay dividends in the future, there can be no assurance that we will continue to pay such dividends.
For the changes in share capital, see Note 18: Equity Instruments and Stock Based Compensation.
Share Repurchase Program
In March 2017, the Board of Directors approved an authorization to repurchase up to $25,000 of Avadel ordinary shares represented by ADSs. Under this authorization, which has an indefinite duration, share repurchases may be made in the open market, in block transactions on or off the exchange, in privately negotiated transactions, or through other means as determined by the Board of Directors and in accordance with the regulations of the Securities and Exchange Commission. The timing and amount of repurchases, if any, will depend on a variety of factors, including the price of our shares, cash resources, alternative investment opportunities, corporate and regulatory requirements and market conditions. This share repurchase program may be modified, suspended or discontinued at any time without prior notice. We may also from time to time establish a trading plan under Rule 10b5-1 of the Securities and Exchange Act of 1934 to facilitate purchases of our shares under this program. Additionally, on February 12, 2018, the Board of Directors approved an authorization to repurchase up to $18,000 of Avadel ordinary shares represented by American Depository Shares in connection with our Convertible Notes Offering completed on 16 February, 2018. See Note 15: Long-Term Debt. In March 2018, the Board of Directors approved an authorization to repurchase up to $7,000 of Avadel ordinary shares represented by American Depository Shares, bring the total authorization to $50,000.
As of 31 December, 2018, the Group holds 5,407 of its own shares, of which $49,998 of consideration paid for these shares has been deducted from the Profit and Loss Account. Out of the total shares acquired during the year ended 31 December 2018, there were no shares sold or canceled during the same period. The Group fully completed its authorized share buyback program.
Reconciliation: Number of ordinary shares held/acquired Aggregate consideration paid % of the Share Capital
Balance at 1 January 2017 - $ - - %
Acquired: 2,117 22,361 5.1 %
Balance at 31 December 2017 2,117 $ 22,361 5.1 %
Acquired: 3,290 27,637 7.6 %
Balance at 31 December 2018 5,407 $ 49,998 12.7 %
Business Review and Key Performance Indicators
Loss after taxation of $95,304 for fiscal 2018 and profit after taxation of $68,271 for fiscal 2017 were debited and credited to reserves, respectively. No profits were distributed as dividends, other than the buyback of our shares, during fiscal 2018 and 2017. The following table presents the consolidated profit and loss account, with percentage of turnover:
Fiscal Year 2018 vs. 2017
2018 2017 $ %
Turnover $ 103,269 100.0 % $ 173,245 100 % $ (69,976 ) (40.4 )%
Cost of sales (17,516 ) (17.0 ) (16,301 ) (9.4 ) (1,215 ) 7.5 %
Gross profit 85,753 83.0 156,944 90.6 (71,191 ) (45.4 )%
Research and development costs (39,329 ) (38.1 ) (33,418 ) (19.3 ) (5,911 ) (17.7 )%
Distribution and administrative expenses (100,359 ) (97.2 ) (58,860 ) (34.0 ) (41,499 ) (70.5 )%
Intangible asset amortization (6,619 ) (6.4 ) (3,659 ) (2.1 ) (2,960 ) (80.9 )%
Gain - changes in fair value of related party contingent consideration 22,731 22.0 31,040 17.9 (8,309 ) 26.8 %
Impairment of intangible asset (66,087 ) (64.0 ) - - (66,087 ) n/a
Restructuring costs (1,016 ) (1.0 ) (2,542 ) (1.5 ) 1,526 60.0 %
Operating (loss) profit (104,926 ) (101.6 ) 89,505 51.7 (194,431 ) 217.2 %
Interest income 1,535 1.5 3,155 1.8 (1,620 ) (51.3 )%
Interest expense (10,622 ) (10.3 ) (1,052 ) (0.6 ) (9,570 ) (909.7 )%
Other income - changes in fair value of related party payable 1,899 1.8 2,071 1.2 (172 ) 8.3 %
Foreign exchange gain (loss) 213 0.2 (714 ) (0.4 ) 927 (129.8 )%
Other expense (1,296 ) (1.3 ) (305 ) (0.2 ) (991 ) 324.9 %
(Loss) profit on ordinary activities before taxation (113,197 ) (109.6 ) 92,660 53.5 (205,857 ) 222.2 %
Taxation credit (charge) 17,893 17.3 (24,389 ) (14.1 ) 42,282 (173.4 )%
(Loss) profit after taxation $ (95,304 ) (92.3 ) $ 68,271 39.4 $ (163,575 ) 239.6 %
The revenues for each of the Group's significant products were as follows:
Increase/(Decrease)
Fiscal Year 2018 vs. 2017
Turnover: 2018 2017 $ %
Bloxiverz $ 20,850 20.2 % $ 45,596 26.3 % $ (24,746 ) (54.3 )%
Vazculep 42,916 41.6 38,187 22.0 4,729 12.4 %
Akovaz 33,759 32.7 80,617 46.5 (46,858 ) (58.1 )%
Noctiva 1,204 1.2 - n/a 1,204 n/a
Other 2,694 2.6 8,441 4.9 (5,747 ) (68.1 )%
Sales and service turnover 101,423 98.3 172,841 99.7 (71,418 ) (41.3 )%
License and research turnover 1,846 1.7 404 0.3 1,442 356.9 %
Turnover $ 103,269 100.0 $ 173,245 100.0 $ (69,976 ) (40.4 )%
Product sales and services revenues were $101,423 for the year ended 31 December, 2018, compared to $172,841 for the same prior year period. Bloxiverz's revenue declined $24,746 when compared to the same period last year, primarily due to lower net selling prices driven largely by new competitors that entered the market in 2017 and 2018 and continued market penetration from an alternative molecule to neostigmine. Vazculep's revenue increased by $4,729 due primarily an increase in unit volumes partially offset by lower net realized net selling prices when compared to the prior year. Akovaz's revenue decreased $46,858 driven by lower unit volumes and net selling prices due largely to new competitors that entered the market in 2017. Total product sales during the year ended 31 December, 2018 also include $1,204 of revenues attributable to Noctiva, which launched in March 2018. Other revenues, which includes the pediatric products which were divested in February 2018, declined when compared to the prior year due to the divestiture of those products.
License and research revenue was $1,846 for the year ended 31 December, 2018 compared to $404 in the same period last year. In December 2018, the Group reached an agreement to exit a contract and our remaining performance obligations and recognized the remaining $1,600 of deferred revenue, which represented the unsatisfied performance obligations associated with a license agreement.
Gross profit for fiscal 2018 decreased $71,191, or 45.4%, to $85,753, compared with $156,944 in fiscal 2017. The decrease in gross profit primarily resulted from the previously mentioned decreased turnover of Akovaz and Bloxiverz.
Research and Development Cost
Research and development ("R&D") cost increased $5,911 or (17.7)% and increased as a percentage of turnover to 38.1% during the year ended 31 December, 2018 as compared to the same period in 2017. This increase is largely due to higher spending on the Group's FT218 Phase 3 sodium oxybate clinical study. The Group continues to spend a substantial portion of its R&D spending on this study. Additionally, a portion of this increase was due to increased R&D costs of approximately $1,100 associated with Noctiva. For amounts of R&D that have been committed in subsequent years, see Note 19: Contingent Liabilities and Commitments.
Distribution and Administrative Expenses
Distribution and administrative expenses increased $41,499 or (70.5)% and increased as a percentage to turnover to 97.2% during the year ended 31 December, 2018 as compared to the same prior year. This increase was primarily due to approximately $48,500 of sales and marketing costs associated with the March 2018 launch of Noctiva, partially offset by approximately $8,700 of lower SG&A spend related to the February 2018 divestiture of the Group's pediatric assets.
Intangible Asset Amortization
Intangible asset amortization expense increased $2,960 or (80.9)% during the year ended 31 December, 2018 as compared to the same prior year period primarily driven by the amortization of the intangible asset related to Noctiva, which began in September 2017, partially offset by lower amortization of the pediatrics products' intangible assets due to the February 2018 disposition of these products.
Changes in Fair Value of Related Party Contingent Consideration
We compute the fair value of the related party contingent consideration using several significant assumptions and when these assumptions change, due to underlying market conditions, the fair value of these liabilities change as well. Each of the underlying assumptions used to determine the fair values of these contingent liabilities can, and often do, change based on adjustments in current market conditions, competition and other factors. These changes can have a material impact on our consolidated profit and loss account and balance sheet.
As a result of changes in the underlying assumptions used to determine the estimated fair values of a) our acquisition-related contingent consideration earn-out payments - clat, b) acquisition-related warrants, of which 2,200 warrants were exercised and 1,100 warrants expired worthless during the three months ended 31 March, 2018 and c) acquisition-related FSC royalty liabilities which were disposed of during the sale of our pediatric products in February 2018, we recorded gains of $22,731 and $31,040 and lowered the fair value of the acquisition-related contingent consideration earn-out payments - clat for the years ended 31 December, 2018 and 2017, respectively.
For the year ended 31 December, 2018, as a result of changes to these estimates when compared to the same estimates at 31 December, 2017, we recorded a decrease in the fair value of our contingent consideration liabilities, primarily as a result of a weaker long-term sales and gross profit outlook for Bloxiverz, Vazculep and Akovaz due to more competition and other changes in certain underlying market conditions of the acquisition-related contingent consideration earn-out payments - clat.
Impairment of Intangible Asset
During the fourth quarter of 2018, an impairment charge of $66,087 was recorded to write-off the remaining carrying value of the acquired developed technology intangible asset related to Noctiva. During the fourth quarter 2018, certain conditions came to light, largely the lack of a meaningful increase in Noctiva prescriptions despite the substantial investment of resources, which indicated that the carrying value of the asset, may not be fully recoverable. As such, the Group performed an impairment test based on a comparison of the pretax discounted cash flows expected to be generated by the asset, which is a Level 3 fair value estimate, to the recorded value of the asset and concluded that the associated cash flows did not support any of the carrying value of the intangible asset and the Group recorded a full impairment charge. The 6 February, 2019 Chapter 11 bankruptcy filing of Specialty Pharma, the subsidiary which markets, sells and distributes Noctiva, confirmed management's conclusion on the impairment. There were no such impairment costs during the year ended December 31, 2017.
Interest expense increased $9,570 for the year ended 31 December, 2018 when compared to the year ended 31 December, 2017 as a result of as a result of imputed interest recorded on the 2023 Notes issued in February 2018.
Other Expense - Changes in Fair Value of Related Party Payable
We recorded income of $1,899 and $2,071 to reduce the fair value of these liabilities during the years ended 31 December, 2018 and 2017, respectively, due to the same reasons associated with the clat product sales forecasts as described in the section "Changes in Fair Value of Related Party Contingent Consideration" for these periods. As noted in our critical accounting estimates section, there are a number of assumptions and estimates we use when determining the fair value of the related party payable payments. These estimates include pricing, market size, the market share the related products are forecast to achieve and an appropriate discount rate to use when present valuing the related cash flows. These estimates often do change based on changes in current market conditions, competition and other factors.
Foreign Exchange Gains
We recorded a foreign exchange income of $213, for the year ended 31 December, 2018 compared to a foreign exchange loss of $714 for the year ended 31 December, 2017. This increase was driven by an overall decrease in the Euro foreign exchange rate during 2018 when compared to an overall increase in the Euro foreign exchange rate during 2017.
In 2018, the taxation charge decreased by $2,282 when compared to the same period in 2017. The primary reason for the decrease in the taxation charge is a substantially lower level of pre-tax book income in the United States.
Fiscal Year 2018 vs. 2017
Balance Sheet Data: 2018 2017 $ %
Cash in bank and in hand $ 9,325 $ 16,564 $ (7,239 ) (43.7 )%
Investments 90,590 77,511 13,079 16.9 %
Intangible assets, net 20,120 110,780 (90,660 ) (81.8 )%
Creditors (146,088 ) (78,515 ) (67,573 ) 86.1 %
Provision for liabilities (41,432 ) (89,182 ) 47,750 (53.5 )%
Shareholders' Funds 2,780 85,580 (82,800 ) (96.8 )%
Intangible assets, net
Intangible assets, net decreased $90,660 due to the $66,087 impairment of the Noctiva intangible asset in the fourth quarter (see Note 11: Intangible Assets), the February 2018 disposition of the pediatric products which eliminated the intangibles related to these products (see Note 26: Divestiture of the Pediatric Products) and normal monthly amortization.
Creditors increased $67,573 driven by the issuance of the 2023 Notes (see Note 15: Long-Term Debt), partially offset by the $20,000 ELAA payment related to Noctiva (see Note 12) and the elimination of the $15,000 long-term liability related to FSC due to the February 2018 disposition of the pediatric products (see Note 13 and Note 26).
Provision for Liabilities
Decrease is driven by the decrease in the related party payable. See Note 14 and Note 16.
Decrease is driven by the 2018 net loss and the repurchase of shares, partially offset by the equity component of the 2023 Notes. See the Consolidated Statement of Changes in Shareholders' Equity and Note 18.
Our primary business strategy is to focus on the development and potential FDA approval for FT218 which is in a Phase 3 clinical trial for the treatment of narcolepsy patients suffering from excessive daytime sleepiness (EDS) and cataplexy. In addition, we will continue to maximize our current approved hospital products portfolio, including obtaining FDA approval for and the commercialization of our fourth UMD product. Additionally, we will continue to evaluate opportunities to expand our product portfolio. These strategies are described below in greater detail.
FT218 (Micropump sodium oxybate): FT218 (Micropump sodium oxybate): Avadel is developing a product that uses our Micropump drug-delivery technology for the treatment of excessive daytime sleepiness (EDS) and cataplexy in patients suffering from narcolepsy. Avadel currently refers to this product as FT218. FT218 is a Micropump -based formulation of sodium oxybate. Sodium oxybate is the sodium salt of gamma hydroxybutyrate, an endogenous compound and metabolite of the neurotransmitter gamma-aminobutyric acid. Sodium oxybate has been described as a therapeutic agent with high medical value. Sodium oxybate is approved in Europe and the United States as a twice nightly formulation indicated for the treatment of EDS and cataplexy in patients with narcolepsy.
In preparation for a clinical trial of FT218, Avadel reached an agreement with the FDA for the design and planned analysis of our pivotal Phase 3 study, Rest-On through a Special Protocol Assessment ("SPA"). A SPA is an acknowledgment by the FDA that the design and planned analysis of a pivotal clinical trial adequately addresses the objectives necessary to support a regulatory submission. Pursuant to the SPA, in December 2016, Avadel initiated patient enrollment and dosing for the Rest-On clinical trial to assess the safety and efficacy of a once-nightly formulation of FT218 for the treatment of EDS and cataplexy in
patients suffering from narcolepsy. The study is a randomized, double-blind, placebo-controlled study of 264 patients being conducted in 45 to 55 clinical sites in the U.S., Canada, Western Europe and Australia. Avadel believes that, if successful, this study could demonstrate improved efficacy, safety and patient satisfaction over the current primary product serving this market, which is a twice nightly sodium oxybate formulation, which the marketer generated revenues of approximately $1.4 billion in 2018.
To date, due in part to narcolepsy being a rare disease with a small patient population with no significant geographic concentration, we have not completed patient enrollment for the FT218 clinical trial. However, we have announced a projected completion date for this clinical trial is estimated to be during the second half of 2020. Recently, we have engaged a third-party pharmaceutical consulting firm to assist us in evaluating our clinical development program for FT218 with the goal of ensuring an approvable and commercially viable FDA submission. This evaluation is currently under way, and while the results are not known at this time, they could cause us to modify our development plan with respect to FT218 in ways that materially increase the ultimate cost of development, further delay its completion or identify presently unknown risks with the product.
In January 2018, the FDA granted FT218 Orphan Drug Designation, which makes the drug eligible for certain development and commercial incentives, including a potential U.S. market exclusivity for up to seven years as the only once-nightly formulation. However, please see the information set forth under the caption "- Risks Related to Regulatory and Legal Matters - If FT218 is approved by the FDA, we may not obtain orphan drug marketing exclusivity" in the "Principal Risks and Uncertainties" included in this Directors Report.
Development of Micropump -Based Products
Avadel's versatile Micropump drug delivery technology presents product development opportunities, representing either "life cycle" opportunities, whereby additional intellectual property can be added to a pharmaceutical product to extend the commercial viability of a currently marketed product, or innovative formulation opportunities for new chemical entities ("NCEs"). FT218 is formulated using this technology. If approved by the FDA, this product will be commercialized either by Avadel and/or by partners via licensing/distribution agreements.
Unapproved Marketed Drug ("UMD") Products
In 2006, the U.S. Food and Drug Administration (FDA) issued its Marketed Unapproved Drugs - Compliance Policy Guide with the intention to incentivize pharmaceutical companies to pursue approvals for pharmaceutical products, many of which pre-date the establishment of the FDA. Although these products are not protected by patents or similar intellectual property, the FDA's Compliance Policy Guide dictates that should FDA approve a new drug application (NDA) for any such products via a 505(b)(2) process, the FDA will remove competing unapproved manufacturers until a generic application is approved. Avadel believes that over a thousand unapproved drugs are marketed in the United States today and, while many of these products are outdated therapies, we strategically evaluate those UMD products that are more commonly used as candidates for possible future FDA approval and marketing under our UMD program.
To date, Avadel has received FDA approvals for three UMD products which we currently market under the brand names Bloxiverz (neostigmine methylsulfate injection), Vazculep (phenylephrine hydrochloride injection) and Akovaz (ephedrine sulfate injection), each as more particularly described below.
Bloxiverz (neostigmine methylsulfate injection), Bloxiverz's NDA was filed on July 31, 2012. Bloxiverz was approved by the FDA on May 31, 2013 and was launched in July 2013. Bloxiverz is a drug used intravenously in the operating room for the reversal of the effects of non-depolarizing neuromuscular blocking agents after surgery. Bloxiverz was the first FDA-approved version of neostigmine methylsulfate. Today, neostigmine is one of the two the most frequently used products for the reversal of the effects of other agents used for neuromuscular blocks. There are approximately 2.5 million vials sold annually in the U.S. In the future, sales of Bloxiverz are dependent upon the competitive market dynamics between Avadel and four other competitors in addition to any additional competitors who may obtain FDA approval of an abbreviated new drug application (ANDA) for a generic form of Bloxiverz.
Vazculep (phenylephrine hydrochloride injection) On June 28, 2013, Avadel filed an NDA for Vazculep (phenylephrine hydrochloride injection). The product was approved by the FDA on June 27, 2014 and is indicated for the treatment of clinically important hypotension occurring in the setting of anesthesia. Avadel started shipping Vazculep (in 1mL single use vials, and 5mL and 10mL pharmacy bulk package vials) to wholesalers in October 2014. There are approximately 7 million vials sold annually in the U.S. Vazculep is the only FDA-approved version of phenylephrine hydrochloride to be available in all three vial sizes. Avadel competes against one other manufacturer who commercializes the 1mL single-dose vial. The volume of sales of Vazculep is dependent upon the competitive landscape in the marketplace, and potential for new competitors that may receive generic approvals in the future.
Akovaz (ephedrine sulfate injection). On June 30, 2015, Avadel announced that our third NDA was accepted by the FDA; the FDA subsequently approved Akovaz on April 29, 2016. On August 12, 2016, Avadel launched Akovaz, into a market of approximately 7.5 million vials annually in the U.S. Avadel was the first approved formulation of ephedrine sulfate, an alpha- and beta-adrenergic agonist and a norepinephrine-releasing agent that is indicated for the treatment of clinically important hypotension occurring in the setting of anesthesia. Avadel began shipping the product to wholesalers in August 2016 in cartons of twenty-five 50 mg/mL 1mL single use vials. During 2016 Akovaz was the only FDA approved version of ephedrine sulfate being commercially sold in the U.S. To date, there are three other approved manufacturers of ephedrine sulfate with whom Avadel competes. The volume of sales of Akovaz is dependent upon the competitive landscape in the marketplace, and potential for new competitors that may receive generic approvals in the future.
Additional UMD Products. Avadel is developing and intends to seek FDA approval of a NDA for UMD #4, a sterile injectable product used in the hospital setting. The Group submitted an NDA during the first quarter of 2019 on UMD #4, which, if approved, could contribute revenues to Avadel starting in 2020. On 22 May, 2019, the U.S. Food and Drug Administration (FDA) has accepted the New Drug Application (NDA) for the Company's fourth Hospital Product, AV001. It has been granted Priority Review status by the FDA resulting in a six-month review period. The FDA has assigned a Prescription Drug User Fee Act (PDUFA) target action date of September 15, 2019. In addition, Avadel continues to monitor and evaluate other UMDs with large existing markets and limited competition for feasibility of possible future NDAs. Avadel believes its strategy to create opportunities to commercialize UMD products in markets with a limited number of competitors may have a limited number of opportunities given the lack of patent protection from competition. Avadel believes this shorter-term strategy may provide us with near term revenue growth and provide cash flows that can be used to fund R&D and inorganic initiatives for other products.
Proprietary Product Pipeline
The status of Avadel's proprietary product pipelines is detailed in the following table:
Proprietary Product Pipeline
Platform/Strategy Drug/Product Indication Stage
Micropump Sodium oxybate EDS/Cataplexy Phase 3 trial ongoing
UMD #4 Sterile Injectable - Drug Undisclosed Undisclosed New Drug Application filed and pending FDA review
Last updated: Jun 13, 2019