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Item 5. Market for Registrant’s Common Equity

2023-02-23 compared with 2022-02-24 · 11 added, 59 removed, 41 unchanged (63% of the section changed)

8 unchanged sentences

This graph will not be deemed “incorporated by reference” into any filing under the Securities Act or the Exchange Act, whether such filing occurs before or after the date hereof, except to the extent that we explicitly incorporate it by reference into in such filing.

The following graph provides a comparison of the cumulative total shareholder return on our common shares with that of the cumulative total shareholder return on the (i) Russell 2000 Index and (ii) the NASDAQ US Small Cap Index, commencing on December 31, 2016 and ending December 31, 2021.

The following graph provides a comparison of the cumulative total shareholder return on our common shares with that of the cumulative total shareholder return on the (i) Russell 2000 Index, (ii) the NASDAQ US Small Cap Index and (iii) the NASDAQ US Mid Cap Index, commencing on December 31, 2017 and ending December 31, 2022.

The graph assumes a hypothetical $100 investment in our common stock and in each of the comparative indices on December 31, 2017.

5 unchanged sentences

Date Lantheus Holdings, Inc.

(“LNTH”) Russell 2000 Index (“^RUT”) NASDAQ US Small Cap Index (“^NQUSS”)

(“LNTH”) Russell 2000 Index (“^RUT”) NASDAQ US Small Cap Index (“^NQUSS”) NASDAQ US Mid Cap Index (“^NQUSM”)

12/31/17 $ 100.00 $ 100.00 $ 100.00 $ 100.00

4 unchanged sentences

12/31/22 $ 249.19 $ 114.70 $ 118.32 $ 124.00

Issuer Purchase of Equity Securities

Dividend Policy

5 unchanged sentences

Recent Sales of Unregistered Securities

On December 8, 2023, pursuant to a Purchase Agreement among us, LMI, as Guarantor, and BofA Securities, Inc.

and SVB Securities LLC, as representatives of the several initial purchasers therein, we issued $575.0 million in aggregate principal amount of Notes due 2027.

The Notes and the shares of our common stock into which the Notes are convertible will not be registered under the Securities Act, in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act.

Issuer Purchases of Equity Securities

The following table presents information with respect to purchases of common stock we made during the three months ended December 31, 2022.

We do not currently have a share repurchase program in effect.

The 2015 Equity Incentive Plan, adopted by us on June 24, 2015, as amended on April 26, 2016 and as further amended on April 27, 2017, April 24, 2019 and April 28, 2021 (the “2015 Plan”), provides for the withholding of shares to satisfy minimum statutory tax withholding obligations.

In December 2022, our Board of Directors authorized the repurchase of up to $150.0 million in aggregate amount of our common stock under certain circumstances.

We used approximately $75.0 million of the net proceeds from the Notes to repurchase shares of our common stock from purchasers of the Notes in privately negotiated transactions effected with or through one of the initial purchasers or its affiliate.

The 2015 Equity Incentive Plan, adopted by us on June 24, 2015, as amended on April 26, 2016 and as further amended on April 27, 2017, April 24, 2019, April 28, 2021 and April 28, 2022 (the “2015 Plan”), provides for the withholding of shares to satisfy minimum statutory tax withholding obligations.

It does not specify a maximum number of shares that can be withheld for this purpose.

6 unchanged sentences

________________________________

* These amounts are not applicable as we do not have a share repurchase program in effect.

* These amounts are not applicable as we did not have a share repurchase program in effect.

** Reflects shares withheld to satisfy minimum statutory tax withholding amounts due from employees related to the receipt of stock which resulted from the exercise for vesting of equity awards.

*** Includes 4,010 shares withheld to satisfy minimum statutory tax withholding amounts due from employees related to the receipt of stock which resulted from the exercise for vesting of equity awards.

Securities Authorized for Issuance under Equity Compensations Plans

The information required with respect to this item is incorporated herein by reference to our Definitive Proxy Statement for our 2023 Annual Meeting of Stockholders to be filed with the SEC no later than 120 days after the close of our year ended December 31, 2022.

Selected Financial Data

Basis of Financial Information

The consolidated financial statements have been prepared in U.S.

Dollars, in accordance with accounting principles generally accepted in the United States of America (“U.S.

The consolidated financial statements include the accounts of Lantheus Holdings, Inc.

(“Holdings”) and its wholly-owned subsidiaries.

All intercompany accounts and transactions have been eliminated in consolidation.

Selected Financial Data

In the table below, we provide you with our selected consolidated financial data for the periods presented.

We have prepared this information using our audited consolidated financial statements for the years ended December 31, 2021, 2020, 2019, 2018 and 2017.

The following selected consolidated financial information should be read in conjunction with our consolidated financial statements, the related notes and Part II, Item 7.

“Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this Annual Report on Form 10-K.

The results indicated below and elsewhere in this Annual Report on Form 10-K are not necessarily indicative of results to be expected for any future period.

2021 2020 (b)

2019 2018 2017

Statement of Operations (in thousands, except per share data)

Revenues $ 425,208 $ 339,410 $ 347,337 $ 343,374 $ 331,378

Cost of goods sold 237,513 200,649 172,526 168,489 169,243

Sales and marketing 68,422 40,901 41,888 43,159 42,315

General and administrative (c)

150,395 69,270 61,244 50,167 49,842

Research and development 44,966 32,788 20,018 17,071 18,125

Gain on sales of assets 15,263 — — — —

Operating (loss) income (60,825) (4,198) 51,661 64,488 51,853

Interest expense 7,752 9,479 13,617 17,405 18,410

(Gain) loss on extinguishment of debt (889) — 3,196 — 2,442

Other loss (income) 7,350 (2,198) 6,221 (2,465) (8,638)

(Loss) income before income taxes (75,038) (11,479) 28,627 49,548 39,639

Income tax (benefit) expense (a)

(3,759) 1,994 (3,040) 9,030 (83,746)

Net (loss) income $ (71,279) $ (13,473) $ 31,667 $ 40,518 $ 123,385

Net (loss) income per common share:

Basic $ (1.06) $ (0.25) $ 0.81 $ 1.06 $ 3.31

Diluted $ (1.06) $ (0.25) $ 0.79 $ 1.03 $ 3.17

Weighted-average common shares:

Basic 67,486 54,134 38,988 38,233 37,276

Diluted 67,486 54,134 40,113 39,501 38,892

2021 2020 (b)

2019 2018 2017

Balance Sheet Data (in thousands)

Cash and cash equivalents $ 98,508 $ 79,612 $ 92,919 $ 113,401 $ 76,290

Total assets $ 863,784 $ 869,821 $ 405,919 $ 439,831 $ 383,858

Long-term debt, net $ 163,121 $ 197,699 $ 183,927 $ 263,709 $ 265,393

Total liabilities $ 399,345 $ 355,616 $ 291,318 $ 368,829 $ 360,567

Total stockholders’ equity (deficit) $ 464,439 $ 514,205 $ 114,601 $ 71,002 $ 23,291

_______________________________

(a) The 2017 amount reflects the release of our valuation allowance of $141.1 million against its deferred tax assets offset by a provision of $45.1

million for remeasuring the Company’s deferred tax assets for the change in tax rates enacted under the Tax Cuts and Jobs Act of 2017.

(b) Includes the impact of the Progenics Acquisition on June 19, 2020.

See Note 8, “Business Combinations”, in our accompanying financial

statements for further information.

(c) The 2021 amount reflects the change in fair value of the contingent financial asset and contingent financial liabilities, including the CVRs, which resulted in an expense of $72.4 million.

See Note 4, “Fair Value of Financial Instruments”, in our accompanying financial statements for further information.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity