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
June 17, 2013
Date of Report (Date of earliest event reported)
Mallinckrodt public limited company
(Exact name of registrant as specified in its charter)
Ireland | 001-35803 | 98-1088325 |
(State or other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
1st Floor, 20 On Hatch
Lower Hatch Street, Dublin 2, Ireland
(Address of principal executive offices)(Zip Code)
Registrant's telephone number, including area code: +353 1 438-1700
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))
Item 2.02 Results of Operations and Financial Condition.
The information furnished under Item 7.01 of this report is incorporated by reference in this Item 2.02. The unaudited combined financial information referred to therein is furnished as Exhibit 99.1 to this report and incorporated by reference in this Item 2.02.
Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On June 17, 2013, Ms. JoAnn A. Reed was appointed as a director of Mallinckrodt plc ("Mallinckrodt"). Ms. Reed will also serve as the Chair of the Audit Committee of the Board of Directors of Mallinckrodt.
Item 7.01 Regulation FD Disclosure.
The unaudited combined financial information for the Pharmaceuticals Business (the "Mallinckrodt Business") of Covidien plc ("Covidien"), furnished as Exhibit 99.1 to this report and incorporated by reference in this Item 7.01, includes the combined statements of income for the six months ended March 29, 2013, the quarters ended March 29, 2013, December 28, 2012, September 28, 2012, June 29, 2012, March 30, 2012, and December 30, 2011 and the fiscal year ended September 28, 2012, along with certain other financial information for those periods. This information should be read in conjunction with the combined financial statements and accompanying notes of the Mallinckrodt Business included in Mallinckrodt's Information Statement, included as Exhibit 99.1 to its Registration on Form 10, as amended, filed with the Securities and Exchange Commission on June 5, 2013.
The unaudited combined financial information has been prepared on the same basis as the audited combined financial statements for the fiscal year ended September 28, 2012 and, in the opinion of management, includes all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the information set forth therein. This information may not reflect the results of operations that would have resulted had the Mallinckrodt Business been operating as an independent, publicly-traded company during such periods. In addition, it is not necessarily indicative of Mallinckrodt's future results of operations.
The information contained in Items 2.02, 7.01 and 9.01 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, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, except as otherwise expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. | Exhibit | ||
99.1 | Combined Financial Information (Unaudited): | ||
Combined Statements of Income for the Pharmaceuticals Business of Covidien plc for the six months ended March 29, 2013 and for the quarters ended March 29, 2013 and December 28, 2012 (Unaudited) | |||
Combined Statements of Income for the Pharmaceuticals Business of Covidien plc for the fiscal year ended September 28, 2012 and for the quarters ended September 28, 2012, June 29, 2012, March 30, 2012 and December 30, 2011 (Unaudited) | |||
Adjusted EBITDA Reconciliations for the Pharmaceuticals Business of Covidien plc for the six months ended March 29, 2013 and for the quarters ended March 29, 2013 and December 28, 2012 (Unaudited) | |||
Adjusted EBITDA Reconciliations for the Pharmaceuticals Business of Covidien plc for the fiscal year ended September 28, 2012 and for the quarters ended September 28, 2012, June 29, 2012, March 30, 2012 and December 30, 2011 (Unaudited) | |||
SIGNATURE
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.
MALLINCKRODT PUBLIC LIMITED COMPANY | ||||
Date: | June 21, 2013 | By: | /s/ Matthew Harbaugh | |
Matthew Harbaugh | ||||
Director | ||||
EXHIBIT INDEX
Exhibit No. | Exhibit | ||
99.1 | Combined Financial Information (Unaudited): | ||
Combined Statements of Income for the Pharmaceuticals Business of Covidien plc for the six months ended March 29, 2013 and for the quarters ended March 29, 2013 and December 28, 2012 (Unaudited) | |||
Combined Statements of Income for the Pharmaceuticals Business of Covidien plc for the fiscal year ended September 28, 2012 and for the quarters ended September 28, 2012, June 29, 2012, March 30, 2012 and December 30, 2011 (Unaudited) | |||
Adjusted EBITDA Reconciliations for the Pharmaceuticals Business of Covidien plc for the six months ended March 29, 2013 and for the quarters ended March 29, 2013 and December 28, 2012 (Unaudited) | |||
Adjusted EBITDA Reconciliations for the Pharmaceuticals Business of Covidien plc for the fiscal year ended September 28, 2012 and for the quarters ended September 28, 2012, June 29, 2012, March 30, 2012 and December 30, 2011 (Unaudited) | |||
Exhibit 99.1 | ||||||||||||
THE PHARMACEUTICALS BUSINESS OF COVIDIEN PLC | ||||||||||||
COMBINED STATEMENTS OF INCOME (Unaudited) | ||||||||||||
(dollars in millions) | ||||||||||||
Six Months Ended | Quarter Ended | |||||||||||
March 29, 2013 | March 29, 2013 | December 28, 2012 | ||||||||||
Net sales | $ | 1,089.3 | $ | 585.3 | $ | 504.0 | ||||||
Cost of sales | 582.3 | 311.8 | 270.5 | |||||||||
Gross profit | 507.0 | 273.5 | 233.5 | |||||||||
Selling, general and administrative expenses | 307.5 | 160.7 | 146.8 | |||||||||
Research and development expenses | 77.6 | 39.2 | 38.4 | |||||||||
Separation costs | 26.4 | 14.4 | 12.0 | |||||||||
Restructuring charges, net | 6.6 | 6.4 | 0.2 | |||||||||
Gain on divestiture | (1.4 | ) | (0.7 | ) | (0.7 | ) | ||||||
Operating income | 90.3 | 53.5 | 36.8 | |||||||||
Other income, net | 0.2 | — | 0.2 | |||||||||
Interest expense | (0.2 | ) | (0.1 | ) | (0.1 | ) | ||||||
Interest income | 0.1 | 0.1 | — | |||||||||
Income from continuing operations before income taxes | 90.4 | 53.5 | 36.9 | |||||||||
Provision for income taxes | 36.1 | 19.0 | 17.1 | |||||||||
Income from continuing operations | 54.3 | 34.5 | 19.8 | |||||||||
Loss from discontinued operations, net of income taxes | (1.1 | ) | (0.5 | ) | (0.6 | ) | ||||||
Net income | $ | 53.2 | $ | 34.0 | $ | 19.2 | ||||||
THE PHARMACEUTICALS BUSINESS OF COVIDIEN PLC | ||||||||||||||||||||
COMBINED STATEMENTS OF INCOME (Unaudited) | ||||||||||||||||||||
(dollars in millions) | ||||||||||||||||||||
Fiscal Year Ended | Quarter Ended | |||||||||||||||||||
September 28, 2012 | September 28, 2012 | June 29, 2012 | March 30, 2012 | December 30, 2011 | ||||||||||||||||
Net sales | $ | 2,056.2 | $ | 513.1 | $ | 516.3 | $ | 523.1 | $ | 503.7 | ||||||||||
Cost of sales | 1,091.4 | 279.8 | 273.1 | 269.6 | 268.9 | |||||||||||||||
Gross profit | 964.8 | 233.3 | 243.2 | 253.5 | 234.8 | |||||||||||||||
Selling, general and administrative expenses | 551.7 | 140.4 | 137.2 | 144.0 | 130.1 | |||||||||||||||
Research and development expenses | 144.1 | 36.6 | 35.2 | 35.2 | 37.1 | |||||||||||||||
Separation costs | 25.5 | 8.1 | 7.2 | 6.2 | 4.0 | |||||||||||||||
Restructuring charges, net | 11.2 | 0.7 | 5.0 | 1.8 | 3.7 | |||||||||||||||
Gain on divestiture | (2.9 | ) | (0.7 | ) | (0.8 | ) | (0.7 | ) | (0.7 | ) | ||||||||||
Operating income | 235.2 | 48.2 | 59.4 | 67.0 | 60.6 | |||||||||||||||
Other income, net | 1.0 | 0.2 | 0.1 | 0.2 | 0.5 | |||||||||||||||
Interest expense | (0.5 | ) | (0.1 | ) | (0.1 | ) | (0.1 | ) | (0.2 | ) | ||||||||||
Interest income | 0.4 | — | 0.1 | — | 0.3 | |||||||||||||||
Income from continuing operations before income taxes | 236.1 | 48.3 | 59.5 | 67.1 | 61.2 | |||||||||||||||
Provision for income taxes | 94.8 | 21.0 | 24.4 | 24.8 | 24.6 | |||||||||||||||
Income from continuing operations | 141.3 | 27.3 | 35.1 | 42.3 | 36.6 | |||||||||||||||
Loss from discontinued operations, net of income taxes | (6.7 | ) | (1.1 | ) | (1.9 | ) | (3.4 | ) | (0.3 | ) | ||||||||||
Net income | $ | 134.6 | $ | 26.2 | $ | 33.2 | $ | 38.9 | $ | 36.3 | ||||||||||
THE PHARMACEUTICALS BUSINESS OF COVIDIEN PLC | ||||||||||||
ADJUSTED EBITDA RECONCILIATIONS (Unaudited) | ||||||||||||
(dollars in millions) | ||||||||||||
Six Months Ended | Quarter Ended | |||||||||||
March 29, 2013 | March 29, 2013 | December 28, 2012 | ||||||||||
Net income | $ | 53.2 | $ | 34.0 | $ | 19.2 | ||||||
Adjustments: | ||||||||||||
Interest expense, net | 0.1 | — | 0.1 | |||||||||
Provision for income taxes | 36.1 | 19.0 | 17.1 | |||||||||
Depreciation expense (1) | 49.2 | 24.4 | 24.8 | |||||||||
Amortization expense | 17.7 | 8.8 | 8.9 | |||||||||
Loss from discontinued operations, net of income taxes | 1.1 | 0.5 | 0.6 | |||||||||
Other income, net | (0.2 | ) | — | (0.2 | ) | |||||||
Restructuring charges, net | 6.6 | 6.4 | 0.2 | |||||||||
Separation costs | 26.4 | 14.4 | 12.0 | |||||||||
Adjusted EBITDA | $ | 190.2 | $ | 107.5 | $ | 82.7 | ||||||
(1) Includes restructuring-related accelerated depreciation included in cost of sales of $1.3 million, $0.5 million and $0.8 million for the six months ended March 29, 2013, and quarters ended March 29, 2013 and December 28, 2012, respectively.
NON-GAAP FINANCIAL MEASURES
This schedule presents adjusted EBITDA, a “non-GAAP” financial measure under applicable Securities & Exchange Commission rules and regulations.
Adjusted EBITDA represents earnings before interest, income taxes, depreciation and amortization, adjusted to exclude certain items. These items, if applicable, include discontinued operations; other income, net; separation costs; restructuring charges, net; immediately expensed up-front and milestone payments; acquisition-related costs; and non-cash impairment charges.
We have provided this non-GAAP financial measure because it is used by management, along with financial measures in accordance with accounting principles generally accepted in the U.S. (“GAAP”), to evaluate our operating performance. Management believes that presenting adjusted EBITDA to investors provides useful information about our performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance.
This non-GAAP financial measure should be considered supplemental to and not a substitute for financial information prepared in accordance with GAAP. Our definition of this non-GAAP measure may differ from similarly titled measures used by others.
THE PHARMACEUTICALS BUSINESS OF COVIDIEN PLC | ||||||||||||||||||||
ADJUSTED EBITDA RECONCILIATIONS (Unaudited) | ||||||||||||||||||||
(dollars in millions) | ||||||||||||||||||||
Fiscal Year Ended | Quarter Ended | |||||||||||||||||||
September 28, 2012 | September 28, 2012 | June 29, 2012 | March 30, 2012 | December 30, 2011 | ||||||||||||||||
Net income | $ | 134.6 | $ | 26.2 | $ | 33.2 | $ | 38.9 | $ | 36.3 | ||||||||||
Adjustments: | ||||||||||||||||||||
Interest expense (income), net | 0.1 | 0.1 | — | 0.1 | (0.1 | ) | ||||||||||||||
Provision for income taxes | 94.8 | 21.0 | 24.4 | 24.8 | 24.6 | |||||||||||||||
Depreciation expense (1) | 103.6 | 26.5 | 25.4 | 26.8 | 24.9 | |||||||||||||||
Amortization expense | 27.3 | 7.0 | 6.8 | 6.7 | 6.8 | |||||||||||||||
Loss from discontinued operations, net of income taxes | 6.7 | 1.1 | 1.9 | 3.4 | 0.3 | |||||||||||||||
Other income, net | (1.0 | ) | (0.2 | ) | (0.1 | ) | (0.2 | ) | (0.5 | ) | ||||||||||
Restructuring charges, net | 11.2 | 0.7 | 5.0 | 1.8 | 3.7 | |||||||||||||||
Separation costs | 25.5 | 8.1 | 7.2 | 6.2 | 4.0 | |||||||||||||||
Adjusted EBITDA | $ | 402.8 | $ | 90.5 | $ | 103.8 | $ | 108.5 | $ | 100.0 | ||||||||||
(1) Includes restructuring-related accelerated depreciation included in cost of sales of $8.0 million, $1.2 million, $1.4 million, $3.2 million and $2.2 million for the fiscal year ended September 28, 2012, and quarters ended September 28, 2012, June 29, 2012, March 30, 2012 and December 30, 2011, respectively.
NON-GAAP FINANCIAL MEASURES
This schedule presents adjusted EBITDA, a “non-GAAP” financial measure under applicable Securities & Exchange Commission rules and regulations.
Adjusted EBITDA represents earnings before interest, income taxes, depreciation and amortization, adjusted to exclude certain items. These items, if applicable, include discontinued operations; other income, net; separation costs; restructuring charges, net; immediately expensed up-front and milestone payments; acquisition-related costs; and non-cash impairment charges.
We have provided this non-GAAP financial measure because it is used by management, along with financial measures in accordance with accounting principles generally accepted in the U.S. (“GAAP”), to evaluate our operating performance. Management believes that presenting adjusted EBITDA to investors provides useful information about our performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance.
This non-GAAP financial measure should be considered supplemental to and not a substitute for financial information prepared in accordance with GAAP. Our definition of this non-GAAP measure may differ from similarly titled measures used by others.