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EX-99.1 - PERRIGO CO | v209594_ex99-1.htm |
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):
February
1, 2011
PERRIGO
COMPANY
(Exact
name of registrant as specified in its charter)
MICHIGAN
|
0-19725
|
38-2799573
|
||
(State
of other
|
(Commission
|
(IRS
Employer
|
||
Jurisdiction
of
|
File
Number)
|
Identification
|
||
Incorporation)
|
No.)
|
515 Eastern Avenue, Allegan,
Michigan
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49010
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Registrant's telephone number,
including area code:
|
(269)
673-8451
|
Not Applicable
(Former
name or 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:
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o 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
On
February 1, 2011, Perrigo Company (the Company) released earnings for the second
quarter and fiscal year 2011. The press release related to the
Company’s earnings is attached as Exhibit 99.1.
The
earnings 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 than the most directly
comparable measure calculated and presented in accordance with U.S. Generally
Accepted Accounting Principles (GAAP) in the statements of income, balance
sheets or statements of cash flows of the company. Pursuant to the
requirements of Regulation G, the Company has provided a reconciliation for cost
of sales, gross profit, operating expenses, operating income, income tax
expense, income from continuing operations and earnings per share from
continuing operations within its earnings release to the most directly
comparable U.S. GAAP measure for these non-GAAP measures.
The
Company excludes the items listed below in the applicable period when monitoring
and evaluating the on-going financial results and trends of its business, and
believes that presenting operating results excluding these items is
also useful for investors, since it provides important insight into
the Company's on-going core business operations on a normalized basis.
Adjusted earnings is one of the primary indicators management uses for planning
and forecasting in future periods, including trending and analyzing the core
operating performance of the Company’s business from period to period without
the effect of the non-core business items indicated. Management uses
adjusted earnings to prepare operating budgets and forecasts and to measure the
Company’s performance against those budgets and forecasts on a corporate and
segment level.
Items
excluded from reported results and guidance:
Second Quarter Fiscal 2010
Results
-
|
Amortization
of acquired intangible assets related to business combinations and asset
acquisitions
|
-
|
Charges
associated with the step-ups in value of inventory
acquired
|
Second Quarter Fiscal 2011
Results
-
|
Amortization
of acquired intangible assets related to business combinations and asset
acquisitions
|
-
|
Acquisition
charges for pending business
acquisition
|
Fiscal 2010
Results
-
|
Amortization
of acquired intangible assets related to business combinations and asset
acquisitions
|
-
|
Charges
associated with the step-ups in value of inventory
acquired
|
-
|
Charges
associated with acquired research and
development
|
-
|
Restructuring
charges for organizational
improvements
|
-
|
Acquisition
charges for completed business
acquisitions
|
Fiscal 2011
Guidance
-
|
Amortization
of acquired intangible assets related to business combinations and asset
acquisitions
|
-
|
Acquisition
charges for pending business
acquisition
|
-
|
A
charge associated with a step-up in value of inventory
acquired
|
The
information in this Report 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 Report 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
|
99.1
|
Press
release issued by Perrigo Company on February 1, 2011, furnished solely
pursuant to Item 2.02 of Form
8-K.
|
SIGNATURES
Pursuant
to the requirement 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.
PERRIGO
COMPANY
(Registrant)
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|||
Dated:
February 1, 2011
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By:
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/s/ Judy L. Brown | |
Judy L. Brown | |||
Executive Vice President and | |||
Chief Financial Officer | |||
(Principal Accounting and Financial Officer) |
EXHIBIT
INDEX
Exhibit
99.1 – Press Release issued by Perrigo Company on February 1, 2011, furnished
solely pursuant to Item 2.02 of Form 8-K.