0001104659-17-029433.txt : 20170503 0001104659-17-029433.hdr.sgml : 20170503 20170503161808 ACCESSION NUMBER: 0001104659-17-029433 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20170503 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20170503 DATE AS OF CHANGE: 20170503 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMAG PHARMACEUTICALS INC. CENTRAL INDEX KEY: 0000792977 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 042742593 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10865 FILM NUMBER: 17809443 BUSINESS ADDRESS: STREET 1: 1100 WINTER STREET CITY: WALTHAM STATE: MA ZIP: 02451 BUSINESS PHONE: 6174983300 MAIL ADDRESS: STREET 1: 1100 WINTER STREET CITY: WALTHAM STATE: MA ZIP: 02451 FORMER COMPANY: FORMER CONFORMED NAME: ADVANCED MAGNETICS INC DATE OF NAME CHANGE: 19920703 8-K 1 a17-12172_48k.htm 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 8-K

 

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of report (Date of earliest event reported): May 3, 2017

 

AMAG PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

(State or other jurisdiction of incorporation)

 

001-10865

 

04-2742593

(Commission File Number)

 

(IRS Employer Identification No.)

 

1100 Winter Street

 

 

Waltham, Massachusetts

 

02451

(Address of principal executive offices)

 

(Zip Code)

 

(617) 498-3300

(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

 

Emerging growth company  o

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  o

 

 

 


 

Item 8.01          Other Events.

 

For purposes of the registration statement on Form S-3 (File No. 333-202252) (the “Registration Statement”) filed by AMAG Pharmaceuticals, Inc. (the “Company”), the computation of the ratio of earnings to fixed charges of the Company for the three months ended March 31, 2017 and the years ended December 31, 2016, December 31, 2015, December 31, 2014, December 31, 2013 and December 31, 2012 is filed herewith as Exhibit 12.1 and is incorporated by reference into this Current Report on Form 8-K and the Registration Statement.

 

Item 9.01.  Financial Statements and Exhibits

 

d) Exhibits.

 

Exhibit
Number

 

Description

12.1

 

Ratio of Earnings to Fixed Charges

 

2


 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

AMAG PHARMACEUTICALS, INC.

 

 

 

 

 

By:

/s/ Joseph D. Vittiglio

 

 

Joseph D. Vittiglio 

 

 

Senior Vice President, General Counsel and

 

 

Secretary

 

 

 

 

 

Date: May 3, 2017

 

3


 

EXHIBIT INDEX

 

Exhibit No.

 

Description

12.1

 

Ratio of Earnings to Fixed Charges

 

4

 EX-12.1 2 a17-12172_4ex12d1.htm EX-12.1

Exhibit 12.1

 

AMAG Pharmaceuticals, Inc.

Statement of Computation of Ratio of Earnings to Fixed Charges

(in thousands, except ratios)

 

 

 

Three Months
Ended
March, 31

 

Year Ended December 31,

 

 

 

2017

 

2016

 

2015

 

2014

 

2013

 

2012

 

Earnings:

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) before income taxes

 

$

(57,266

)

$

9,055

 

$

39,844

 

$

(17,342

)

$

(9,602

)

$

(17,604

)

Fixed charges

 

18,642

 

74,175

 

54,246

 

15,247

 

657

 

954

 

Total earnings

 

$

(38,624

)

$

83,230

 

$

94,090

 

$

(2,095

)

$

(8,945

)

$

(16,650

)

Fixed charges:

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

$

18,300

 

$

73,153

 

$

53,251

 

$

14,697

 

$

—

 

$

—

 

Estimated interest component of rental expense

 

342

 

1,022

 

995

 

550

 

657

 

954

 

Total fixed charges

 

$

18,642

 

$

74,175

 

$

54,246

 

$

15,247

 

$

657

 

$

954

 

Ratio of earnings to fixed charges(1)

 

—

(2)

1.12

x

1.73

x

—

(3)

—

(4)

—

(5)

 

(1) The ratio of earnings to fixed charges is calculated pursuant to the instructions of Item 503 of Regulation S-K and by dividing earnings by fixed charges. For this purpose, “earnings” are determined by adding fixed charges to our income (loss) before income taxes, and “fixed charges” consists of interest expense on our indebtedness as well as the estimated interest component of rental expense (one-third of rent expense, a reasonable approximation of the interest factor) under our operating leases.

(2) Our earnings were insufficient to cover our fixed charges during the three months ended March 31, 2017 by $57.3 million.

(3) Our earnings were insufficient to cover our fixed charges during the year ended December 31, 2014 by $17.3 million.

(4) Our earnings were insufficient to cover our fixed charges during the year ended December 31, 2013 by $9.6 million.

(5) Our earnings were insufficient to cover our fixed charges during the year ended December 31, 2012 by $17.6 million.