Amendment: Perrigo Company plc filed SEC Form 8-K: Results of Operations and Financial Condition, Financial Statements and Exhibits
$PRGO
Biotechnology: Pharmaceutical Preparations
Health Care
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________________________________
FORM 8-K/A
(Amendment No. 1)
______________________________________________
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
______________________________________________
(Exact name of registrant as specified in its charter)
_______________________________________________
Commission file number 001-36353
| Not Applicable | ||||||||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
+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)
________________________________________
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:
(17 CFR 230.425)
(17 CFR 240.14a-12)
(17 CFR 240.14d-2(b))
(17 CFR 240.13e-4(c))
Securities Registered pursuant to section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
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. ☐
Explanatory Note
This Amendment to the Current Report on Form 8-K filed by Perrigo Company plc (the “Company”) on November 6, 2024 (the “Original Form 8-K”) is being filed to correct a clerical error in the news release filed as Exhibit 99.1 to the Original Form 8-K. The Condensed Consolidated Statement of Cash Flows did not present the impact of the dedesignation of interest rate swap agreements of $14.4 million on the face of the statement, but this has been corrected to reflect this amount on the statement. A revised copy of the news release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. No other information has been modified from the Original Form 8-K.
ITEM 2.02. Results of Operations and Financial Condition
On November 6, 2024, Perrigo Company plc (the “Company”) released earnings for the third quarter ended September 28, 2024. 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, where applicable, with companies in similar industries and assessing the Company's prospects for future performance. These non-GAAP financial measures exclude items, such as impairment charges, amortization expense, restructuring charges, and acquisition and integration-related charges, that by their nature affect comparability of operational performance or that we believe obscure underlying business operational trends. The intangible asset amortization excluded from these non-GAAP financial measures represents the entire amount recorded within the Company’s GAAP financial statements and is excluded because the amortization, unlike the related revenue, is not affected by operations of any particular period unless an intangible asset becomes impaired or the estimated useful life of an intangible asset is revised. The revenue generated by the associated intangible assets has not been excluded from the related non-GAAP financial measure. 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 may include adjusted gross profit, constant currency adjusted gross profit, net income, adjusted operating income, constant currency adjusted operating income, adjusted diluted earnings per share, adjusted gross margin and adjusted operating margin 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. Management believes that adjusted gross margin and adjusted operating margin are useful to investors, in addition to the reasons discussed above, by allowing them to more easily compare and analyze trends in the Company’s peer business group and assisting them in comparing the Company’s overall performance to that of its competitors. The Company also discloses constant currency net sales growth and net sales growth on an organic basis, which excludes acquisitions, divested businesses, exited product lines, and the impact of currency. The Company believes these supplemental financial measures provide investors with consistency in financial reporting, enabling meaningful comparisons of past and present underlying operating results, and also facilitate analysis of the Company’s operating performance and acquisition and divestiture trends.
Investors should consider the non-GAAP measures provided in the attached earnings release in conjunction with, and not in lieu of, the Company's reported financial statements in accordance with GAAP.
In deriving some or all of the non-GAAP measures provided, reported results for the periods below were adjusted for the following items:
Three Months Ended September 28, 2024 Results
•Amortization expense related primarily to acquired intangible assets
•Unusual litigation
•Restructuring charges and other termination benefits
•Impairment charges
•Infant formula remediation
•Loss on early debt extinguishment
•Gain on divestitures
•Other non-GAAP adjustments
•Non-GAAP tax adjustments
•Foreign currency translation movement
Three Months Ended September 30, 2023 Results
•Amortization expense related primarily to acquired intangible assets
•Restructuring charges and other termination benefits
•Unusual litigation
•Acquisition and integration-related charges and contingent consideration adjustments
•Other non-GAAP adjustments
•Non-GAAP tax adjustments
•Foreign currency translation movement
Nine Months Ended September 28, 2024 Results
•Amortization expense related primarily to acquired intangible assets
•Restructuring charges and other termination benefits
•Unusual litigation
•Impairment charges
•Infant formula remediation
•Acquisition and integration-related charges and contingent consideration adjustments
•Loss on early debt extinguishment
•Gain on divestitures and investment securities
•Other non-GAAP adjustments
•Non-GAAP tax adjustments
•Foreign currency translation movement
Nine Months Ended September 30, 2023 Results
•Amortization expense related primarily to acquired intangible assets
•Restructuring charges and other termination benefits
•Unusual litigation
•Acquisition and integration-related charges and contingent consideration adjustments
•(Gain) loss on divestitures and investment securities
•Milestone payments received related to royalty rights
•Other non-GAAP adjustments
•Non-GAAP tax adjustments
•Foreign currency translation movement
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 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/ Eduardo Bezerra | |||||||||||||
| Dated: | November 6, 2024 | Eduardo Bezerra | ||||||||||||
| Chief Financial Officer | ||||||||||||||