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8-K - 8-K - Mallinckrodt plca8-kshell.htm



 
 
 
 
 
 
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.