Perrigo Company plc - Form 8-K Summary
Business Context and Reporting Period
This Form 8-K, dated February 5, 2015, reports the release of earnings for the second quarter of fiscal 2015 by Perrigo Company plc, an Ireland-based registrant. The filing serves to disseminate the press release (Exhibit 99.1) containing financial results and non-GAAP reconciliations.
Key Financial Metrics
The filing text does not provide specific numerical values for revenue, profit, cash flow, margins, debt, or liquidity. It references a press release containing these figures but does not include the data within the 8-K body. The document focuses on defining non-GAAP measures and the specific items excluded from reported results to calculate "Adjusted earnings."
Material Changes and Non-GAAP Adjustments
Management utilizes adjusted earnings to evaluate core business performance by excluding specific non-core items. The filing details the following exclusions for the reported periods:
- Q2 and YTD Fiscal 2014: Amortization of acquired intangibles, restructuring charges, acquisition/integration costs, contingent consideration write-offs, escrow settlements, in-process R&D write-offs, transaction/debt extinguishment charges, and litigation settlements.
- Q2 and YTD Fiscal 2015: Amortization of acquired intangibles, restructuring charges, R&D payments for collaborative arrangements, acquisition/integration costs, financing charges/debt extinguishment for pending acquisitions, derivative losses on hedging pending acquisitions, equity method investment losses, income from transfer of rights agreements, share issuance effects for pending acquisitions, and investment distributions.
Guidance, Outlook, and Risks
The filing outlines the adjustments expected in the Full Year Fiscal 2015 guidance. These exclusions mirror prior periods but specifically include incremental interest expense from senior notes issued to finance a pending acquisition. The document notes that the press release and this report are furnished and not deemed "filed" for liability purposes under Section 18 of the Exchange Act.
Investor Verification Checklist
- Review Exhibit 99.1 (Press Release) for actual GAAP and non-GAAP financial figures (revenue, net income, EPS) which are not present in this 8-K text.
- Verify the reconciliation tables in the press release to understand the magnitude of the excluded items (e.g., restructuring charges, amortization) impacting the "Adjusted earnings."
- Confirm the status and financial impact of the "pending acquisition" referenced in the guidance exclusions, including associated debt financing and derivative hedging losses.
- Assess the impact of the "R&D payment made in connection with collaborative arrangement" on cash flow and operating income.