ANAHEIM, Calif., Feb. 25, 2014 /PRNewswire/ -- Questcor Pharmaceuticals, Inc. (NASDAQ: QCOR) today reported financial results for the fourth quarter and full year ended December 31, 2013.



                    Three Months Ended 12/31/13    Three Months Ended 12/31/12 Percentage Change
                 ------------------------------ ------------------------------ -----------------

    Net Sales                    $242.9 Million                 $160.5 Million                    51%
    ---------                    --------------                 --------------                   ---

    GAAP Diluted
     EPS                                  $1.44                          $1.03                    40%
    ------------                          -----                          -----                   ---

    Non-GAAP
     Diluted EPS                          $1.67                          $1.09                    53%
    ------------                          -----                          -----                   ---


                 Year Ended 12/31/13 Year Ended 12/31/12 Percentage Change
                 ------------------- ------------------- -----------------

    GAAP Net
     Sales            $798.9 Million      $509.3 Million                    57%
    --------          --------------      --------------                   ---

    Non-GAAP Net
     Sales            $810.4 Million      $509.3 Million                    59%
    ------------      --------------      --------------                   ---

    GAAP Diluted
     EPS                       $4.76               $3.14                    52%
    ------------               -----               -----                   ---

    Non-GAAP
     Diluted EPS               $5.48               $3.33                    65%
    ------------               -----               -----                   ---

Net sales for the fourth quarter ended December 31, 2013 were $242.9 million, up 51 percent from $160.5 million in the fourth quarter of 2012. The increase was driven by the expanded usage of H.P. Acthar(®) Gel (repository corticotropin injection) in multiple therapeutic areas. The most significant increase in net sales was driven by rheumatologists prescribing Acthar for patients suffering from dermatomyositis, polymyositis, rheumatoid arthritis, and systemic lupus erythematosus. The increase in net sales was also driven by the increased prescribing of Acthar by nephrologists in the treatment of proteinuria associated with nephrotic syndrome (NS) and by neurologists in the treatment of multiple sclerosis (MS) relapses and infantile spasms (IS). BioVectra, the Company's specialty manufacturing subsidiary which Questcor acquired in January 2013, had net sales of $12.6 million in the fourth quarter of 2013. GAAP earnings for the fourth quarter of 2013 were $1.44 per diluted common share, up 40 percent from the year ago quarter. Fourth quarter 2013 non-GAAP earnings per share were $1.67, an increase of 53 percent from the prior year period driven by non cash and one time related items as outlined in the Non-GAAP Adjusted Financial Disclosure attached to the Consolidated Statement of Income.

Questcor shipped 8,100 vials of Acthar during the fourth quarter of 2013 compared to 6,330 vials in the year ago quarter. For the full year of 2013, Questcor shipped 28,112 vials of Acthar compared to 20,741 vials in 2012. As the Company has previously disclosed, quarterly vial shipments are subject to significant variation due to the size and timing of individual orders received from Questcor's distributor. The timing of when these orders are received and filled can significantly affect net sales and net income in any particular quarter. The Company believes that investors should consider the Company's results over several quarters when analyzing the Company's performance.

"In 2013, Acthar net sales grew in all therapeutic areas, with the biggest growth occurring in rheumatology," said Don M. Bailey, President and CEO of Questcor. "At the same time, the body of evidence related to Acthar expanded from investments in multiple company-sponsored clinical and non-clinical studies, as well as our ongoing support for investigator-initiated studies. In addition, we began diversifying and globalizing our business while still returning substantial cash to shareholders."

"As we turn to 2014, our highest priority is to continue our commercial momentum, while further building the body of scientific evidence for Acthar and actively exploring various strategic alternatives," continued Mr. Bailey. "Management is working closely with the Board's newly formed Strategic Advisory Committee to support the Company's investigation and evaluation of potential strategies to use its future potential cash flow to generate long-term growth and value for shareholders, patients and the healthcare community."

"New paid prescriptions for Acthar continued to be strong across all of our markets, and grew about 30% in the fourth quarter from the year ago period to approximately 2,450 to 2,500," commented Steve Cartt, Chief Operating Officer of Questcor. "Prescribing of Acthar in the FDA-approved rheumatology-related indications of dermatomyositis, polymyositis, lupus and rheumatoid arthritis remained strong with 540 to 550 new paid Acthar prescriptions in the fourth quarter, up about 20% from the third quarter. Notably, rheumatology prescriptions now account for nearly 30% of total Acthar business after only our third full quarter of educating rheumatologists on Acthar."

Mr. Cartt continued, "There were also 390 to 400 new paid prescriptions for NS in the quarter, up about 5% year-over-year. Net sales resulting from NS prescriptions currently account for approximately a third of our Acthar business. During the fourth quarter there were also 1,345 to 1,355 new paid prescriptions for MS relapse patients, up about 9% year-over-year. Net sales generated from MS relapse prescriptions currently represent over 25% of our Acthar business. There were also 180 to 185 new paid prescriptions for IS during the quarter, an increase of 3% year-over-year, but down significantly from the prior quarter."

"Regarding our newest commercial endeavor, in January we fielded a small pilot sales force to educate pulmonologists about Acthar in the treatment of respiratory manifestations of symptomatic sarcoidosis, an orphan inflammatory disease with high unmet medical need for which Acthar is FDA-approved. While still very early in this pilot selling effort, we have already begun to see encouraging results and look forward to providing further updates in the coming months," concluded Mr. Cartt.

The Company believes that insurance coverage for Acthar continues to remain favorable, when Acthar is prescribed for patients in need of an FDA-approved treatment alternative.

To allow comparable analysis, the Company has defined "new paid" prescriptions in the above paragraphs to include prescriptions covered by commercial carriers, Medicare, Medicaid and Tricare in all periods regardless of the rebate percentage applicable in those periods. The numbers are based on internal company estimates.

Full Year Financial Results

Net sales for the full year of 2013 were $798.9 million, with BioVectra contributing $37.6 million. Net sales for the full year of 2013 include the effect in the second quarter of the Company's decision to accrue, based on information received in the second quarter, an incremental Medicaid rebate liability of $11.5 million related to Questcor's 2001 entry into the Medicaid system subsequent to Questcor's acquisition of Acthar in 2001. The incremental liability covers periods from 2002 to 2009. Due to health care legislation passed in early 2010, there is no incremental liability for periods subsequent to 2009. On a non-GAAP basis, excluding this charge, net sales for 2013 were $810.4 million, up 59% from $509.3 million in the full year of 2012. GAAP earnings for the full year of 2013 were $4.76 per diluted common share, compared to $3.14 per diluted common share for the comparable period of 2012.

Research and Development Progress

Research and development (R&D) investment increased 62% to $19.6 million in the three months ended December 31, 2013, as compared to $12.1 million for the year ago period. R&D investments were $59.7 million for the full year of 2013, as compared to $34.3 million for the year ago period. The increased R&D investment reflects the Company's efforts to further clarify the potential immune-modulating properties of Acthar and Synacthen (the product licensed from Novartis) and identify mechanisms of action applicable to other inflammatory and auto-immune diseases with high unmet medical need. The Company is also identifying new patient populations in which to evaluate Acthar and Synacthen through clinical studies. Questcor is funding research and development, both in-house and through independent physician sponsored studies, for the following:

New Indications for Label Enhancement Programs:


    --  Acute Respiratory Distress Syndrome (ARDS): Site selection has been
        initiated for a Phase 2 study to explore the safety and efficacy of
        Acthar in patients with ARDS. ARDS is an acute life threatening lung
        condition that can result from pulmonary and non-pulmonary infections or
        a multitude of other serious conditions.
    --  Amyotrophic Lateral Sclerosis (ALS): Patient enrollment has been
        completed in a company-sponsored dose-ranging Phase 2 clinical trial to
        evaluate the safety and tolerability of Acthar in patients with ALS,
        often referred to as Lou Gehrig's disease. ALS is a life-threatening,
        progressive neurodegenerative disease that affects nerve cells in the
        brain and the spinal cord.
    --  Diabetic Nephropathy: Enrollment continues in a company-sponsored Phase
        2 trial to evaluate the efficacy and safety of Acthar in patients with
        diabetic nephropathy, one of the most common causes of end-stage renal
        disease in the United States.

Research Regarding Approved Indications:


    --  Idiopathic Membranous Nephropathy: Enrollment continues in a
        company-sponsored Phase 4 trial in idiopathic membranous nephropathy.
        Patients enrolled in this study are refractory, or non-responsive, to
        current standard therapies or have relapsed after partial remission on
        current standard therapies.
    --  Lupus: Enrollment continues in a company-sponsored multi-site Phase 4
        company-sponsored clinical trial to evaluate the efficacy and safety of
        daily Acthar administration over a 6-month period in patients with
        persistently active lupus.

Preclinical work related to the evaluation of a select group of potential Synacthen indications is in progress. Questcor will provide further updates on this development program in future communications.

Cash, Share Repurchase Program and Dividends

As of February 21, 2014, Questcor had cash, cash equivalents and short-term investments of $379 million, including restricted cash of $75 million set aside to secure certain post-closing payment obligations related to Questcor's acquisition of Synacthen. During the fourth quarter of 2013, Questcor used $53.1 million in cash to repurchase 960,000 shares of its common stock in open market transactions, at an average price of $55.26 per common share. As of December 31, 2013, there are approximately 5.3 million shares authorized remaining under the stock repurchase plan. Diluted shares outstanding for the three months ended December 31, 2013 were 62.3 million shares.

The Company announced on February 14, 2014 that its Board of Directors declared a quarterly cash dividend of $0.30 per share ($1.20 per share on an annual basis). The dividend will be paid on or about April 25, 2014 to shareholders of record at the close of business on April 18, 2014. Questcor currently intends to pay regular quarterly cash dividends for the foreseeable future.

2013 Corporate Highlights


    --  Approximately 7,400 patients with serious diseases were treated with
        Acthar by approximately 3,000 physicians.
    --  Questcor acquired BioVectra, providing the Company with third party
        manufacturing capabilities and enabling Questcor to further secure the
        manufacturing process trade secrets surrounding Acthar.
    --  Questcor acquired the rights to develop Synacthen and Synacthen Depot in
        the U.S. Subject to certain closing conditions, Questcor also acquired
        rights to Synacthen(®) and Synacthen Depot(®) in certain countries
        outside the U.S.
    --  The Company completed hiring and training its Rheumatology Sales Force
        and began the process of educating rheumatologists about the several
        FDA-approved rheumatology indications on the Acthar label. Questcor also
        initiated a pilot commercialization effort in pulmonology.
    --  Questcor initiated company-sponsored, multi-center clinical trials in
        Amyotrophic Lateral Sclerosis (ALS) and Acute Respiratory Distress
        Syndrome (ARDS). Questcor also provided financial grantsto an increased
        number of investigator-initiated studies, some of which have resulted in
        important publications in peer-reviewed journals. The Company also began
        preclinical work on Synacthen, its first non Acthar U.S. pipeline
        program.
    --  The Board of Directors of Questcor formed two new committees. The
        Science Committee is charged with providing advice and counsel on all of
        the Company's scientific and R&D efforts. The Strategic Advisory
        Committee was formed to help management's investigation and evaluation
        of strategic alternatives, including business development opportunities,
        partnering, in-licensing, acquisitions, mergers, other strategic
        transactions and financial transactions.
    --  Questcor also continued to demonstrate its commitment to returning
        capital to shareholders, by returning over $100 million to shareholders
        through dividend payouts, which were increased twice during 2013, and
        through share repurchases.

Following the end of the fourth quarter of 2013:



    --  On February 5, 2014, Questcor strengthened its management team with the
        appointment of Rajesh (Raj) Asarpota as the Company's new Chief
        Financial Officer, effective February 17, 2014. Michael H. Mulroy, the
        Company's prior CFO, was appointed Executive Vice President, Strategic
        Affairs and General Counsel, to spend increased time on the Company's
        initiative to investigate and evaluate potential strategic transactions
        to enhance shareholder value.

Acthar Label Information

The product label for Acthar includes 19 FDA-approved indications. Substantially all of the Company's net sales currently result from Acthar prescriptions for the following on-label indications of:


    --  Nephrotic Syndrome (NS): "to induce a diuresis or a remission of
        proteinuria in the nephrotic syndrome without uremia of the idiopathic
        type or that due to lupus erythematosus." NS can result from several
        underlying conditions, and prescribing physicians indicate that Acthar
        is most commonly being prescribed for patients who have proteinuria and
        suffer from NS due to idiopathic membranous nephropathy, focal segmental
        glomerulosclerosis (FSGS), IgA nephropathy, minimal change disease and
        lupus nephritis.
    --  Rheumatology Related Conditions:  Acthar is approved for the following
        rheumatology related conditions: (i) Collagen Diseases: Acthar is
        indicated "during an exacerbation or as maintenance therapy in selected
        cases of systemic lupus erythematosus, systemic dermatomyositis
        (polymyositis)" and (ii) Rheumatic Disorders: Acthar is indicated as
        "adjunctive therapy for short-term administration (to tide the patient
        over an acute episode or exacerbation) in: Psoriatic arthritis,
        Rheumatoid arthritis, including juvenile rheumatoid arthritis (selected
        cases may require low-dose maintenance therapy), Ankylosing
        spondylitis."
    --  Multiple Sclerosis (MS): "for the treatment of acute exacerbations of
        multiple sclerosis in adults. Clinical controlled trials have shown H.P.
        Acthar Gel to be effective in speeding the resolution of acute
        exacerbations of multiple sclerosis. However, there is no evidence that
        it affects the ultimate outcome or natural history of the disease." When
        Acthar is used, it is typically prescribed as second line treatment for
        patients with MS exacerbations.

    --  Infantile Spasms (IS): "as monotherapy for the treatment of infantile
        spasms in infants and children under 2 years of age."

Non-GAAP Financial Measures

The Company believes it is important to share non-GAAP financial measures with investors as these measures may better represent the ongoing economics of the business and reflect how we manage the business. Accordingly, management believes investors' understanding of the Company's financial performance is enhanced as a result of the disclosure of these non-GAAP financial measures. Non-GAAP financial measures should not be viewed in isolation, or as a substitute for, or as superior to, reported GAAP financial measures. The reconciliation between GAAP and Non-GAAP financial measures are provided with the financial tables included with this release.

Conference Call and Webcast Details

The Company will host a conference call and slide presentation via webcast today, February 25, 2014, at 4:30 p.m. ET/ 1:30 p.m. PT. The call can be accessed three ways:


    --  By webcast: At Questcor's investor relations website,
        http://ir.questcor.com/.
    --  By telephone: For both "listen-only" participants and those participants
        who wish to take part in the question-and-answer portion of the call,
        the dial-in number in the U.S. is (877) 354-0215. For participants
        outside the U.S., the dial-in number is (253) 237-1173.
    --  By audio replay: A replay of the conference call will be available for
        seven business days following conclusion of the live call.  The
        telephone dial-in number for U.S. participants is (855) 859-2056. For
        participants outside the U.S., the replay dial-in number is (404)
        537-3406. The replay access code for all callers is 55826448.

About Questcor

Questcor Pharmaceuticals, Inc. is a biopharmaceutical company focused on the treatment of patients with serious, difficult-to-treat autoimmune and inflammatory disorders. Questcor also provides specialty contract manufacturing services to the global pharmaceutical industry through its wholly-owned subsidiary BioVectra Inc. For more information about Questcor, please visit www.questcor.com.

Note: Except for the historical information contained herein, this press release contains forward-looking statements that have been made pursuant to the Private Securities Litigation Reform Act of 1995. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "believes," "continue," "could," "ensuring," "estimates," "expects," "growth," "may," "momentum," "plans," "potential," "remain," "should," "start," "substantial," "sustainable" or "will" or the negative of such terms and other comparable terminology. These statements are only predictions. Actual events or results may differ materially. Factors that could cause or contribute to such differences include, but are not limited to, the following:


    --  Our reliance on Acthar for substantially all of our net sales and
        profits;
    --  Reductions in vials used per prescription resulting from changes in
        treatment regimens by physicians or patient compliance with physician
        recommendations;
    --  Our ability to receive high reimbursement levels from third party
        payers;
    --  The complex nature of our manufacturing process and the potential for
        supply disruptions or other business disruptions;
    --  The lack of patent protection for Acthar; and the possible FDA approval
        and market introduction of additional competitive products;
    --  Our ability to continue to generate revenue from sales of Acthar to
        treat on-label indications associated with NS, rheumatology-related
        conditions, MS, or IS, and our ability to develop other therapeutic uses
        for Acthar;
    --  Research and development risks, including risks associated with
        Questcor's work in the area of NS and Lupus, efforts to develop and
        obtain FDA approval of Synacthen, our reliance on third-parties to
        conduct research and development, our ability to conduct our own
        clinical trial research and development projects, and the ability of
        research and development to generate successful results;
    --  The results of any pending or future litigation, investigations or
        claims, including government investigations and private securities
        litigation;
    --  Our ability to comply with federal and state regulations, including
        regulations relating to pharmaceutical sales and marketing practices;
    --  Regulatory changes or other policy actions by governmental authorities
        and other third parties in connection with U.S. health care reform or
        efforts to reduce federal and state government deficits;
    --  An increase in the proportion of our Acthar unit sales comprised of
        Medicaid-eligible patients and government entities;
    --  Our ability to estimate reserves required for Acthar used by government
        entities and Medicaid-eligible patients and the impact that unforeseen
        invoicing of historical Medicaid prescriptions may have upon our
        results;
    --  Our ability to effectively manage our growth, including the expansion of
        our sales forces, planned international expansion, and our reliance on
        key personnel;
    --  Our ability to successfully identify, acquire or integrate acquisition
        targets or other business combinations;
    --  Our ability to integrate the BioVectra business with our business and to
        manage, and grow, a contract manufacturing business;
    --  Our ability to comply with foreign regulations related to the operation
        of BioVectra's business and the international sales of Synacthen;
    --  The impact to our business caused by economic conditions;
    --  Our ability to protect our trade secrets and other proprietary rights;
    --  The risk of product liability lawsuits;
    --  Our ability to successfully enter into, and operate in, international
        markets;
    --  The risk of unfavorable changes in currency exchange rates;
    --  Unforeseen business interruptions and security breaches;
    --  Volatility in Questcor's Acthar shipments, estimated channel inventory,
        and end-user demand, as well as volatility in our stock price;
    --  Our ability and willingness to continue to pay our quarterly dividend or
        make future increases in our quarterly dividend; and
    --  Other risks discussed in Questcor's annual report on Form 10-K for the
        year ended December 31, 2012 as filed with the Securities and Exchange
        Commission, or SEC, on February 27, 2013, and other documents filed with
        the SEC.

The risk factors and other information contained in these documents should be considered in evaluating Questcor's prospects and future financial performance.

Questcor undertakes no obligation to publicly release the result of any revisions to these forward-looking statements, which may be made to reflect events or circumstances after the date of this release.

For more information, please visit www.questcor.com or www.acthar.com.


                           QUESTCOR PHARMACEUTICALS, INC

             CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

                  (In thousands, except net income per share data)

                                    (unaudited)




                                              Three Months                Twelve Months
                                                  Ended                       Ended

                                              December 31,                December 31,
                                              ------------                ------------

                                                  2013          2012        2013          2012
                                                  ----          ----        ----          ----

    Revenue
    -------

     Pharmaceutical
     net
     sales                                    $230,234      $160,532    $761,347      $509,292

     Contract
     manufacturing
     net
     sales                                      12,647             -      37,582             -
                                                ------           ---      ------           ---


    Net
     sales                                     242,881       160,532     798,929       509,292

             Cost
              of                                asset)
              sales
              (exclusive
              of
              amortization
              of
              purchased
              technology
              and
              IPR&D                             20,921         9,156      74,365        28,555
                                                ------         -----      ------        ------


    Gross
     profit                                    221,960       151,376     724,564       480,737

    Operating expenses:

                   Selling
                   and
                   marketing                    38,784        33,051     152,856       114,139

                   General
                   and
                   administrative               15,305        11,175      56,408        33,596

                   Research
                   and
                   development                  19,603        12,122      59,730        34,269

                   Depreciation
                   and
                   amortization                    976           268       4,055         1,219

                   Change
                   in
                   fair
                   value
                   of
                   contingent
                   consideration                10,958             -      10,958             -

                   Impairment
                   of
                   goodwill
                   and
                   intangibles                       -             -         719           987
                                                   ---           ---         ---           ---


    Total
     operating
     expenses                                   85,626        56,616     284,726       184,210
                                                ------        ------     -------       -------


     Income
     from
     operations                                136,334        94,760     439,838       296,527

     Interest
     and
     other
     income
     (expense),
     net                                         2,488           167        (298)          703
                                                 -----           ---        ----           ---


     Income
     before
     income
     taxes                                     138,822        94,927     439,540       297,230

     Income
     tax
     expense                                    48,839        32,987     146,931        99,555
                                                ------        ------     -------        ------


    Net
     income                                    $89,983       $61,940    $292,609      $197,675
                                               =======       =======    ========      ========


    Net income per share:

    Basic                                        $1.51         $1.07       $4.99         $3.28
                                                 =====         =====       =====         =====


    Diluted                                      $1.44         $1.03       $4.76         $3.14
                                                 =====         =====       =====         =====


    Shares used in computing
     net income per share:

    Basic                                       59,406        58,009      58,616        60,243
                                                ======        ======      ======        ======


    Diluted                                     62,280        60,266      61,447        63,045
                                                ======        ======      ======        ======


    Reconciliation of Non-
     GAAP Adjusted Financial
     Disclosure
    ------------------------

     Adjusted
     net
     income                                   $103,697       $65,705    $336,514      $209,644

     Share-
     based
     compensation
     expense
     (1)                                        (5,358)       (3,590)    (19,149)      (10,502)

     Depreciation
     and
     amortization
     expense
     (2)                                        (3,171)         (175)     (9,439)         (811)

    Other
     non-
     cash
     expense
     (income)
     related
     to
     acquisition
     of
     BioVectra
     (3)                                        (4,076)            -      (4,912)            -

    Other
     non-
     cash
     expense
     (income)
     related
     to
     acquisition
     of
     Synacthen
     (4)                                        (1,109)            -      (2,267)            -

     Change
     in
     accounting
     estimate
     (5)                                             -             -      (7,659)            -

     Impairment
     of
     goodwill
     and
     intangibles
     (6)                                             -             -        (479)         (656)
                                                   ---           ---        ----          ----

    Net
     income
     -
     GAAP                                      $89,983       $61,940    $292,609      $197,675
                                               =======       =======    ========      ========


     Adjusted
     net
     income
     per
     share
     -
     basic                                       $1.75         $1.13       $5.74         $3.48

     Share-
     based
     compensation
     expense
     (1)                                         (0.09)        (0.06)      (0.33)        (0.17)

     Depreciation
     and
     amortization
     expense
     (2)                                         (0.05)        (0.00)      (0.16)        (0.01)

    Other
     non-
     cash
     expense
     (income)
     related
     to
     acquisition
     of
     BioVectra
     (3)                                         (0.07)            -       (0.08)            -

    Other
     non-
     cash
     expense
     (income)
     related
     to
     acquisition
     of
     Synacthen
     (4)                                         (0.02)            -       (0.04)            -

     Change
     in
     accounting
     estimate
     (5)                                             -             -       (0.13)            -

     Impairment
     of
     goodwill
     and
     intangibles
     (6)                                             -             -       (0.01)        (0.01)

    Net
     income
     per
     share
     -
     basic                                       $1.51         $1.07       $4.99         $3.28
                                                 =====         =====       =====         =====


     Adjusted
     net
     income
     per
     share
     -
     diluted                                     $1.67         $1.09       $5.48         $3.33

     Share-
     based
     compensation
     expense
     (1)                                         (0.09)        (0.06)      (0.31)        (0.17)

     Depreciation
     and
     amortization
     expense
     (2)                                         (0.05)        (0.00)      (0.15)        (0.01)

    Other
     non-
     cash
     expense
     (income)
     related
     to
     acquisition
     of
     BioVectra
     (3)                                         (0.07)            -       (0.08)            -

    Other
     non-
     cash
     expense
     (income)
     related
     to
     acquisition
     of
     Synacthen
     (4)                                         (0.02)            -       (0.04)            -

     Change
     in
     accounting
     estimate
     (5)                                             -             -       (0.12)            -

     Impairment
     of
     goodwill
     and
     intangibles
     (6)                                             -             -       (0.01)        (0.01)
                                                   ---           ---       -----         -----

    Net
     income
     per
     share
     -
     diluted                                     $1.44         $1.03       $4.76         $3.14
                                                 =====         =====       =====         =====


     Pharmaceuticals
     net
     sales                                    $230,234      $160,532    $761,347      $509,292

     Contract
     manufacturing
     net
     sales                                      12,647             -      37,582             -
                                                ------           ---      ------           ---

     Consolidated
     net
     sales                                     242,881       160,532     798,929       509,292

     Medicaid
     adjustment                                      -             -      11,500             -
                                                   ---           ---      ------           ---

     Adjusted
     consolidated
     net
     sales                                    $242,881      $160,532    $810,429      $509,292
                                              ========      ========    ========      ========


    Notes to Reconciliation of Non-GAAP Adjusted Financial Disclosure
    -----------------------------------------------------------------

    Net income per share - basic and diluted may not foot due to rounding.

    Use of Non-GAAP Financial Measures

    Our "non-GAAP adjusted net income" excludes the following items from GAAP net income:

    1. Share-based compensation expense.

    2. Depreciation and amortization expense, including amortization expense on our purchased intangibles.

    3. Expense associated with the net present value adjustment on our contingent consideration.

    4. Expense associated with the net present value adjustment on the R&D liability in conjunction with acquisition of Synacthen.

    5.  Medicaid adjustment for prior period 2002 - 2009.

    6.  Impairment of purchased technology related to our acquisition of Doral.


                         QUESTCOR PHARMACEUTICALS, INC.

                          CONSOLIDATED BALANCE SHEETS

                    (In thousands, except share information)

                                  (unaudited)


                                                 December 31,
                                                 ------------

                                              2013             2012
                                              ----             ----

                    ASSETS

    Current assets:

    Cash and cash equivalents                       $175,840          $80,608

    Short-term investments                  69,166            74,705

    Total cash, cash equivalents and
     short-term investments                245,006            155,313

    Accounts receivable, net of
     allowances for doubtful accounts of
     $475 and $0 at December 31, 2013 and
     December 31, 2012, respectively        87,069            61,417

    Inventories, net of allowances of
     $1,329 and $52 at December 31, 2013
     and December 31, 2012, respectively    16,368            9,909

    Restricted cash - current portion       25,000               -

    Prepaid expenses and other current
     assets                                  7,124            4,900

    Deferred tax assets                     16,209            5,737

    Total current assets                   396,776            237,276

    Property and equipment, net             31,733            2,073

    Purchased technology, net                    -            1,493

    Goodwill                                20,464               -

    In process R&D asset                   191,451               -

    Intangibles and other non current
     assets                                 30,131               -

    Restricted cash                         50,000               -

    Deposits and other assets                  389               70

    Deferred tax assets                     15,410            11,519

    Total assets                                    $736,354         $252,431

    LIABILITIES AND SHAREHOLDERS' EQUITY

    Current liabilities:

    Accounts payable                                 $14,302          $13,069

    Accrued compensation                    16,489            21,300

    Sales-related reserves                  35,370            37,376

    Accrued royalties                       35,163            9,802

    Dividend payable                        18,093               -

    Current portion of contingent
     consideration                           4,238               -

    Current portion of in process R&D
     liability                              25,000               -

    Income taxes payable                     3,693            7,360

    Current portion of long-term debt        1,665               -

    Other accrued liabilities                7,159            1,492

    Total current liabilities              161,172            90,399

    Long-term debt, less current portion    13,998               -

    Contingent consideration                33,224               -

    In process R&D liability               115,066               -

    Non current deferred tax liability      10,569               -

    Other non current liabilities            2,961              203

    Total liabilities                      336,990            90,602

    Commitments and contingencies

    Shareholders' equity:

    Preferred stock, no par value,
     5,334,285 shares authorized; none
     outstanding                                 -               -

    Common stock, no par value,
     105,000,000 shares authorized,
     60,137,758 and 58,544,206 shares
     issued and outstanding at December
     31, 2013 and December 31, 2012,
     respectively                           30,386            15,938

    Retained earnings                      372,231            145,851

    Accumulated other comprehensive
     income (loss)                         (3,253)               40

    Total shareholders' equity             399,364            161,829

    Total liabilities and shareholders'
     equity                                         $736,354         $252,431


                            QUESTCOR PHARMACEUTICALS, INC.

                         CONSOLIDATED STATEMENTS OF CASH FLOWS

                                    (In thousands)

                                      (unaudited)


                                            Years Ended December 31,
                                            ------------------------

                                         2013                2012            2011
                                         ----                ----            ----

    Cash Flows
     From
     Operating
     Activities

    Net income                                 $292,609            $197,675        $79,591

    Adjustments
     to
     reconcile
     net income
     to net cash
     provided by
     operating
     activities:

    Share-
     based
     compensation
     expense                           28,753               15,792           7,326

    Deferred
     income
     taxes                            (14,849)                241           (4,896)

     Amortization
     of
     investments                          412               1,330           1,250

     Depreciation
     and
     amortization                      14,172               1,219           1,044

    Impairment
     of
     goodwill
     and
     intangibles                          719                 987             299

    Loss on
     disposal
     of
     property
     and
     equipment                             95                  72              11

    Changes in
     fair value
     of
     contingent
     consideration                      6,429                  -              -

    Imputed
     interest
     for
     contingent
     consideration
     and in-
     process
     R&D                                4,529                  -              -

           Other
            compensation
            expense                     1,892

    Changes in
     operating
     assets and
     liabilities:

    Accounts
     receivable                       (19,155)              (33,616)           (16,673)

    Inventories                         4,577               (4,683)           (1,500)

    Prepaid
     income
     taxes                                  -               6,940           (3,408)

    Prepaid
     expenses
     and other
     current
     assets                            (1,335)              (1,509)           (1,527)

    Accounts
     payable                             (589)              7,566           1,634

    Accrued
     compensation                      (4,811)              9,710           7,432

    Accrued
     royalties                         25,361               5,463           3,030

    Sales-
     related
     reserves                          (2,006)              3,257           12,608

    Income
     taxes
     payable                           (3,667)              7,360              -

    Other
     accrued
     liabilities                        3,307               1,317           (504)

    Other non-
     current
     liabilities                        1,335                (84)           (118)

    Net cash
     provided
     by
     operating
     activities                       337,778               219,037           85,599

    Cash Flows
     From
     Investing
     Activities

    Purchase of
     short-
     term
     investments                     (120,645)               (145,384)           (162,301)

    Proceeds
     from the
     sale and
     maturities
     of short-
     term
     investments                      125,737               191,105           112,636

    Purchase of
     property,
     equipment
     and
     leasehold
     improvements                      (3,536)              (1,065)           (1,823)

    Restricted
     cash
     associated
     with the
     acquisition
     of
     Synacthen                        (75,000)                 -              -

    Acquisition
     of
     BioVectra,
     net of cash
     acquired                         (46,692)                 -              -

    Acquisition
     of
     Synacthen                        (60,000)                 -              -

    Proceeds
     from sale
     of Doral                             700                  -              -

    Changes in
     deposits
     and other
     assets                             2,119                (14)               9

    Net cash
     (used in)
     /provided
     by
     investing
     activities                      (177,317)              44,642           (51,479)

    Cash Flows
     From
     Financing
     Activities

    Repayment
     of funded
     long-term
     debt                              (1,219)                 -              -

    Repayment
     of other
     long-term
     debt                                (491)                 -              -

    Income tax
     benefit
     realized
     from
     share-
     based
     compensation
     plans                             22,809               7,488           17,712

    Issuance of
     common
     stock, net                        15,940               6,335           6,582

    Dividends
     paid                             (48,136)              (23,533)              -

    Repurchase
     of common
     stock                            (53,054)               (261,830)          (11,453)

    Net cash
     (used in)
     /provided
     by
     financing
     activities                       (64,151)               (271,540)          12,841

    Impact of
     exchange
     rate on
     cash flows                        (1,078)                 -              -

    Increase
     (decrease)
     in cash
     and cash
     equivalents                       95,232               (7,861)           46,961

    Cash and
     cash
     equivalents
     at
     beginning
     of year                           80,608               88,469           41,508

    Cash and
     cash
     equivalents
     at end of
     year                                      $175,840             $80,608        $88,469

     Supplemental
     disclosures
     of Cash
     Flow
     Information:

    Cash paid
     for
     interest                                      $704                 $23            $16

    Cash paid
     for income
     taxes                                     $141,515             $77,556        $25,278

     Supplemental
     disclosures
     of
     Investing
     and
     Financing
     Activities:

    Dividend
     payable                                    $18,093             $11,691     $        -


     Supplemental
     disclosure
     of non-
     cash
     investing
     and
     financing
     activities:

    Capital
     lease
     obligation                             $         -                 $31            $34


    In
     conjunction
     with the
     acquisition
     of
     BioVectra
     at January
     18, 2013:

    Incremental
     fair value
     of assets
     acquired,
     net                                        $80,698

    Less: fair
     value of
     contingent
     consideration                    (30,383)

                                       50,315

    Loss on
     foreign
     exchange
     rate                                 488

    Total cash
     paid for
     acquisition
     of
     BioVectra                                  $50,803

SOURCE Questcor Pharmaceuticals, Inc.