Document
false0001585364 0001585364 2020-04-07 2020-04-07
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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):
April 7, 2020
_______________________________________________
Perrigo Company plc

(Exact name of registrant as specified in its charter)
_______________________________________________

Commission file number 001-36353
Ireland
 
Not Applicable
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)

The Sharp Building, Hogan Place,Dublin 2, Ireland D02 TY74
+353 1 7094000
(Address, including zip code, and telephone number, including
area code, of registrant’s principal executive offices)

Not Applicable
(Former name or former address, if changed since last report)
________________________________________ 

Securities Registered pursuant to section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Ordinary shares
PRGO
New York Stock Exchange

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:

Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
        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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

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.



ITEM 2.02.    Results of Operations and Financial Condition

On April 7, 2020, Perrigo Company plc (the “Company”) released selected preliminary unaudited net sales and operating income for the first quarter ended March 28, 2020. The press release related to the Company’s earnings is attached as Exhibit 99.1.

The Company provides non-GAAP financial measures as additional information that it believes is useful to investors and analysts in evaluating the performance of the Company's ongoing operating trends, facilitating comparability between periods and companies in similar industries and assessing the Company's prospects for future performance. The non-GAAP measures the Company provides are consistent with how management analyzes and assesses the operating performance of the Company, and disclosing them provides investor insight into management’s view of the business. Management uses these adjusted financial measures for planning and forecasting in future periods, and evaluating segment and overall operating performance. In addition, management uses certain of the profit measures as factors in determining compensation.

Non-GAAP measures related to profit measurements, which includes adjusted operating income, are useful to investors as they provide them with supplemental information to enhance their understanding of the Company’s underlying business performance and trends, and enhance the ability of investors and analysts to compare the Company’s period-to-period financial results. The Company discloses adjusted net sales growth excluding exited businesses, which includes the divested animal health business and the Canoderm prescription product, as well as on a constant currency basis and on an organic basis, which excludes the 2019 acquisition of Ranir, exited businesses and the impact of currency. These adjustments together help investors understand the business on both a continuing and going-forward basis without the exogenous impact of foreign exchange. The Company believes these supplemental financial measures provide investors with consistency in financial reporting, enabling meaningful comparisons of past, present and future underlying operating results, and also facilitate comparison of the Company’s operating performance to the operating performance of its competitors.

Reported results for the periods below were adjusted for the following items:

Three Months Ended March 28, 2020 Preliminary Results

Amortization expense related primarily to acquired intangible assets
Acquisition and integration-related charges and contingent consideration adjustments
Unusual litigation
Separation and reorganization expense
Foreign currency translation movement
Ranir net sales

Three Months Ended March 30, 2019 Results

Amortization expense related primarily to acquired intangible assets
Acquisition and integration-related charges and contingent consideration adjustments
Restructuring charges and other termination benefits
Impairment charges
Separation and reorganization expense
Gain/loss on divestitures
Unusual litigation
Foreign currency translation movement
Animal health net sales
Canoderm prescription product net sales

The information in this Current Report on Form 8-K is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Current Report on Form 8-K shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.



ITEM 8.01.    Other Events

The Company is filing this Item 8.01 disclosure to supplement the risk factors described in “Item 1A. Risk Factors” in its Annual Report on Form 10-K for the fiscal year ended December 31, 2019 filed on February 27, 2020 (the “Form 10-K”). The following risk factor disclosure should be read in conjunction with the other risk factors set out in the Form 10-K.

Adverse Economic Impacts of Coronavirus Pandemic
    
On March 11, 2020, the World Health Organization declared COVID-19 a global pandemic, as the new coronavirus, unknown to health officials just three months earlier, has spread rapidly from Asia to the Middle East, Europe, and the United States.  As the rate of infection continues to accelerate in many countries, attempts are being made to reduce the spread of the coronavirus, including quarantines, government restrictions on movement, business closures and suspensions, canceled events and activities, self-isolation, and other voluntary and/or mandated changes in behavior.   Both the outbreak of the disease and the actions to slow its spread have had an adverse impact on our operations by, among other things, disrupting our manufacturing operations, affecting the supply of raw materials and third party supplied finished goods, and preventing our employees from coming to work.  Senior management currently believes that the Company has dealt with such impacts by, among other things, implementing protocols to protect the health of factory workers, adjusting production schedules, and seeking alternate suppliers where available, and so far, most of our facilities have continued to produce at high levels despite these challenges.  Going forward, the outbreak of the disease and the actions to slow it could have an adverse impact on our financial condition, the results of our operations, consumer demand for our products and our ability to access capital. The magnitude of such impacts on Perrigo’s financial condition, operations, employees and results of operations will depend upon the duration, intensity, and continued spread of the disease.  However, if the outbreak continues on its current trajectory, or worsens, or if the actions taken to reduce the spread of the coronavirus increase, or if the Company’s efforts to mitigate the effects of any disruptions prove inadequate, such adverse impacts could be material.

    





ITEM 9.01.    Financial Statements and Exhibits

(d)
Exhibits
Exhibit Number
 
Description
 
 
 
99.1
 
 
 
 
104
 
Cover Page Interactive Data file (embedded within the Inline XBRL document).

        





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 hereunto duly authorized.



 
 
 
(Registrant)

 
 
 
PERRIGO COMPANY PLC

 
 
 
 
 
 
 
 
By:
/s/ Raymond P. Silcock
Dated:
April 7, 2020
 
 
Raymond P. Silcock
 
 
 
 
Chief Financial Officer
 
 
 
 
 
 
 
 
 
 


         
                        
     






EXHIBIT 99.1

image0a01a01a01a99.jpg

PERRIGO ANNOUNCES PRELIMINARY UNAUDITED FIRST QUARTER 2020 NET SALES AND PROVIDES FIRST QUARTER OPERATING INCOME RANGE

Q1 2020 net sales growth of 14% versus prior year quarter

Estimated Q1 GAAP operating income of $140 million to $145 million and non-GAAP (“adjusted”) operating income of $220 million to $225 million

Fiscal Year 2020 guidance remains unchanged given uncertainty in the current operating environment related to COVID-19


Dublin, Ireland - April 7, 2020 - Perrigo Company plc (NYSE; TASE: PRGO) announced today preliminary unaudited first quarter 2020 net sales and provided GAAP and non-GAAP operating income for the first quarter.

Perrigo CEO and President, Murray S. Kessler commented, “While our first priority is the health and wellbeing of our employees and their families, all of us at Perrigo recognize the importance of access to our self-care and health-care products during this global health crisis. For perspective, Perrigo’s Consumer Self-Care Americas business supplies more than half of the acetaminophen (Tylenol® equivalent) volume in the United States in addition to many other essential products. During the first quarter, Perrigo continued to experience strong growth across all business segments, while also benefiting from a dramatic surge in demand in March related to the COVID-19 pandemic. Through a herculean effort by our employees, especially our production employees around the world, we were able to supply most of the demand. As a result of these efforts and other factors, Perrigo first quarter net sales increased 14% versus prior year, with organic net sales(1)(2) higher by 11%. First quarter non-GAAP operating income is estimated to be $220 million to $225 million versus $203 million in the prior year quarter. This includes new supplemental bonuses to demonstrate our appreciation to front-line production employees for their dedication and hard work in delivering our essential products to consumers and patients during these unprecedented times.”

Preliminary Unaudited First Quarter 2020 Net Sales & Operating Income Range
Consolidated first quarter net sales were approximately $1.3 billion, an increase of 14% compared to the prior year quarter. Excluding exited businesses(2) and the impact of currency, net sales increased 18%. Organic net sales were up 11%.

Worldwide Consumer first quarter net sales were approximately $1.1 billion, an increase of 16% compared to the prior year quarter. Excluding exited businesses and the impact of currency, net sales increased 21%. Organic net sales were up 12%. As a reminder, Worldwide Consumer is comprised of the Consumer Self-Care Americas segment, Consumer Self-Care International segment and corporate.

Consumer Self-Care Americas segment first quarter net sales were approximately $700 million, an increase of 20% compared to the prior year quarter. Excluding exited businesses and the impact of currency, net sales increased 25%. Organic net sales were up 15%.

Consumer Self-Care International segment first quarter net sales were approximately $380 million, an increase of 9% compared to the prior year quarter. Excluding exited businesses and the impact of currency, net sales increased 14%. Organic net sales were up 8%.






Rx segment first quarter net sales were approximately $260 million, an increase of 6% compared to the prior year quarter, which benefitted from the U.S. Food and Drug Administration approval and launch of generic albuterol sulfate inhalation aerosol. This more than offset the negative net sales impact of price erosion on testosterone gel 1.62%, which launched in the prior year with 180-day market exclusivity.

The Company estimates first quarter GAAP operating income of $140 million to $145 million, versus $102 million in the prior year quarter. The Company estimates non-GAAP operating income for the quarter of $220 million to $225 million versus $203 million in the prior year quarter. Both the reported and non-GAAP estimates include $4 million in supplemental production employee bonuses.

The Company currently intends to release complete first quarter 2020 financial results during the last week of April 2020. Given the volatility and uncertainty of the current operating environment, the Company does not expect to modify full-year guidance at that time.

See attached Appendix for reconciliation of adjusted (non-GAAP) to reported (GAAP) financial measures.

(1) Organic net sales growth excludes the 2019 acquisition of Ranir, exited businesses and the impact of currency.

(2) Exited businesses refers to the divested animal health business in the prior year period, which was previously included in the Consumer Self-Care Americas segment, and the divested Canoderm prescription product in the Nordic region in the prior year period, which was previously included in the Consumer Self-Care International business. In 2019, net sales of Canoderm were $13 million with adjusted operating income of $8 million.

About Perrigo Company plc
Perrigo Company plc (NYSE; TASE: PRGO) is dedicated to making lives better by bringing "Quality, Affordable Self-care Products™" that consumers trust everywhere they are sold. The Company is a leading provider of over-the-counter health and wellness solutions that enhance individual well-being by empowering consumers to proactively prevent or treat conditions that can be self-managed. Visit Perrigo online at http://www.perrigo.com.

Forward-Looking Statements
Certain statements in this press release are “forward-looking statements.” These statements relate to future events or the Company’s future financial performance and involve known and unknown risks, uncertainties and other factors that may cause the actual results, levels of activity, performance or achievements of the Company or its industry to be materially different from those expressed or implied by any forward-looking statements. In some cases, forward-looking statements can be identified by terminology such as “may,” “will,” “could,” “would,” “should,” “expect,” “forecast,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “predict,” “potential” or the negative of those terms or other comparable terminology. The Company has based these forward-looking statements on its current expectations, assumptions, estimates and projections. While the Company believes these expectations, assumptions, estimates and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond the Company’s control, including: the effect of the novel coronavirus (COVID-19) pandemic and the associated economic downturn and supply chain impacts on the Company’s business; general economic, credit, and market conditions; future impairment charges; customer acceptance of new products; competition from other industry participants, some of whom have greater marketing resources or larger market shares in certain product categories than the Company does; pricing pressures from customers and consumers; resolution of uncertain tax positions, including the Company’s appeal of the Notice of Assessment (the “NoA”) issued by the Irish tax authority and the draft and final Notices of Proposed Assessment (“NOPAs”) issued by the U.S. Internal Revenue Service and the impact that an adverse result in any such proceedings would have on operating results, cash flows, and liquidity; pending and potential third-party claims and litigation, including litigation relating to the Company’s restatement of previously-filed financial information and litigation relating to uncertain tax positions, including the NoA and the NOPAs; potential impacts of ongoing or future government investigations and regulatory initiatives; potential costs and reputational impact of product recalls or sales halts; the impact of tax reform legislation and healthcare policy; the timing, amount and cost of any share repurchases; fluctuations in currency exchange rates and interest rates; the consummation of announced acquisitions or dispositions and the





success of such transactions, and the Company’s ability to realize the desired benefits thereof; and the Company’s ability to execute and achieve the desired benefits of announced cost-reduction efforts and strategic and other initiatives. An adverse result with respect to our appeal of any material outstanding tax assessments or pending litigation, including securities or drug pricing matters, could ultimately require the use of corporate assets to pay such assessments, damages from third-party claims, and related interest and/or penalties, and any such use of corporate assets would limit the assets available for other corporate purposes. Statements regarding the separation of the Rx business, including the expected benefits, anticipated timing, form of any such separation and whether the separation ultimately occurs, are all subject to various risks and uncertainties, including future financial and operating results, our ability to separate the business, the effect of existing interdependencies with our manufacturing and shared service operations, and the tax consequences of the planned separation to the Company or its shareholders. These and other important factors, including those discussed under “Risk Factors” in the Company’s Form 10-K for the year ended December 31, 2019, as well as the Company’s subsequent filings with the United States Securities and Exchange Commission, may cause actual results, performance or achievements to differ materially from those expressed or implied by these forward-looking statements. The forward-looking statements in this press release are made only as of the date hereof, and unless otherwise required by applicable securities laws, the Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Non-GAAP Measures
This press release contains certain non-GAAP measures. A "non-GAAP financial measure" is defined as a numerical measure of a company's financial performance that excludes or includes amounts different from the most directly comparable measure calculated and presented in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”) in the statements of operations, balance sheets or statements of cash flows of the Company. Pursuant to the requirements of the U.S. Securities and Exchange Commission, the Company has provided reconciliations for guidance for adjusted diluted earnings per share to the most directly comparable U.S. GAAP measures for these non-GAAP measures. These non-GAAP financial measures should be considered as supplements to the GAAP reported measures, should not be considered replacements for, or superior to, the GAAP measures and may not be comparable to similarly named measures used by other companies.

Perrigo Contact
Bradley Joseph, Vice President, Global Investor Relations & Corporate Communications, (269) 686-3373, E-mail: [email protected]

Lyndsey Chmiel, Senior Manager, Global Investor Relations & Corporate Communications, (269) 673-9324, E-mail: [email protected]






TABLE I
 
PERRIGO COMPANY PLC
 
RECONCILIATION OF NON-GAAP MEASURES
 
SELECTED CONSOLIDATED INFORMATION
 
(unaudited)
 
 
 
(in millions)
Three Months Ended March 28, 2020
Consolidated
Operating Income
Reported Range
$140.0 - $145.0

Estimated Pre-tax adjustments:
 
Amortization expense related primarily to acquired intangible assets
$
71.0

Acquisition and integration-related charges and contingent
consideration adjustments
3.0

Unusual litigation
5.0

Separation and reorganization expense
1.0

Adjusted Range
$220.0 - $225.0


(in millions)
Three Months Ended March 30, 2019
Consolidated
Operating Income
Reported
$
102.3

Adjustments:
 
Amortization expense related primarily to acquired intangible assets
$
76.5

Acquisition and integration-related charges and contingent
consideration adjustments
(2.8
)
Impairment charges
4.1

Gain/loss on divestitures
(1.3
)
Unusual litigation
9.1

Restructuring charges and other termination benefits
9.3

Separation and reorganization expense
5.8

Adjusted
$
203.0




TABLE II
 
 
 
 
 
 
 
 
 
PERRIGO COMPANY PLC
 
 
 
 
 
 
RECONCILIATION OF NON-GAAP MEASURES
 
 
 
 
 
 
PRELIMINARY UNAUDITED ADJUSTED NET SALES GROWTH - SELECTED SEGMENTS
 
 
 
 
 
 
(unaudited)
 
 
 
 
 
 
 
 
 
 
Three Months Ended
 
 
 
 
 
 
(in millions)
March 28,
2020
 
March 30,
2019
 
Total
Change*
 
FX
Change*
 
Constant Currency Change*
Net sales
 
 
 
 
 
 
 
 
 
Consolidated
$
1,341.0

 
$
1,174.5

 
14%
 
1%
 
15%
CSCA
$
700.6

 
$
581.8

 
20%
 
—%
 
21%
CSCI
$
382.7

 
$
350.8

 
9%
 
4%
 
13%
RX
$
257.7

 
$
241.9

 
6%
 
—%
 
6%
 
 
 
 
 
 
 
 
 
 
Consolidated
$
1,341.0

 
$
1,174.5

 
 
 
 
 
 
Less: animal health

 
(19.6
)
 
 
 
 
 
 
Less: Canoderm prescription product

 
(3.7
)
 
 
 
 
 
 
Consolidated net sales as so adjusted
$
1,341.0

 
$
1,151.2

 
16%
 
1%
 
18%
Less: Ranir
(76.3
)
 

 
 
 
 
 
 
Organic Consolidated net sales as so adjusted
$
1,264.7

 
$
1,151.2

 
10%
 
1%
 
11%
 
 
 
 
 
 
 
 
 
 
Worldwide Consumer
 
 
 
 
 
 
 
 
 
CSCA
$
700.6

 
$
581.8

 
 
 
 
 
 
CSCI
382.7

 
350.8

 
 
 
 
 
 
Total Worldwide Consumer
$
1,083.3

 
$
932.6

 
16%
 
2%
 
18%
Less: animal health

 
(19.6
)
 
 
 
 
 
 
Less: Canoderm prescription product

 
(3.7
)
 
 
 
 
 
 
Worldwide Consumer net sales as so adjusted
$
1,083.3

 
$
909.3

 
19%
 
2%
 
21%
Less: Ranir
(76.3
)
 

 
 
 
 
 
 
Organic Worldwide Consumer net sales as so adjusted
$
1,007.0

 
$
909.3

 
11%
 
2%
 
12%
 
 
 
 
 
 
 
 
 
 
CSCA
$
700.6

 
$
581.8

 
 
 
 
 
 
Less: animal health

 
(19.6
)
 
 
 
 
 
 
CSCA net sales as so adjusted
$
700.6

 
$
562.2

 
25%
 
—%
 
25%
Less: Ranir
(55.3
)
 

 
 
 
 
 
 
Organic CSCA net sales as so adjusted
$
645.3

 
$
562.2

 
15%
 
—%
 
15%
 
 
 
 
 
 
 
 
 
 
CSCI
$
382.7

 
$
350.8

 
9%
 
4%
 
13%
Less: Canoderm prescription product

 
(3.7
)
 
 
 
 
 
 
CSCI net sales as so adjusted
382.7

 
347.1

 
10%
 
4%
 
14%
Less: Ranir
(21.0
)
 

 
 
 
 
 
 
Organic CSCI net sales as so adjusted
$
361.7

 
$
347.1

 
4%
 
4%
 
8%
 
 
 
 
 
 
 
 
 
 
*May not foot due to rounding.