Creating Value for Shareholders: Now and for the Long Term
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Creating Value for Shareholders: Now and For the Long Term October 2015 1 Important Information Forward Looking Statements Certain statements in this presentation are forward-looking statements. These statements relate to future events or the Company’s future financial performance and involve known and unknown risks, uncertainties and other factors that may cause the actual results, levels of activity, performance or achievements of the Company or its industry to be materially different from those expressed or implied by any forward-looking statements. In some cases, forward-looking statements can be identified by terminology such as “may,” “will,” “could,” “would,” “should,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “predict,” “potential” or other comparable terminology. The Company has based these forward-looking statements on its current expectations, assumptions, estimates and projections. While the Company believes these expectations, assumptions, estimates and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond the Company’s control, including future actions that may be taken by Mylan in furtherance of its unsolicited offer; the timing, amount and cost of share repurchases; and the ability to execute and achieve the desired benefits of announced initiatives. These and other important factors, including those discussed under “Risk Factors” in the Company’s Form 10-K for the year ended June 27, 2015, as well as the Company’s subsequent filings with the SEC, may cause actual results, performance or achievements to differ materially from those expressed or implied by these forward-looking statements. The forward-looking statements in this presentation are made only as of the date hereof, and unless otherwise required by applicable securities laws, the Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise Non-GAAP Measures This presentation contains non-GAAP measures. The reconciliation of those measures to the most comparable GAAP measures is included at the end of this presentation. A copy of this presentation, including the reconciliations, is available on our website at www.perrigo.com. Non-GAAP guidance for calendar 2015 excludes among other items listed on Table I, restructuring, unusual litigation charges, along with costs associated with an unsolicited offer to acquire the Perrigo Company plc by Mylan N.V.("Mylan"). At this time, a reconciliation to GAAP for these measures for calendar 2015 is impracticable to provide given the uncertainty and potential variability of these items. The unavailable reconciling items could significantly impact the Company's financial results Additional Information and Where to Find It This communication does not constitute an offer to buy or solicitation of an offer to sell any securities. In response to the exchange offer commenced by Mylan N.V., Perrigo has filed a solicitation/recommendation statement on Schedule 14D-9 with the Securities and Exchange Commission (“SEC”). Security holders are urged to read the solicitation/recommendation statement and other relevant materials if and when they become available because they will contain important information. The solicitation/recommendation statement and other SEC filings made by Perrigo may be obtained (when available) without charge at the SEC’s website at www.sec.gov and at the investor relations section of the Perrigo website at perrigo.investorroom.com. Shareholders may also obtain copies of the information by contacting Mackenzie Partners, Inc. at 212-929-5500 or 800-322-2885 Toll-Free in North America or by email at [email protected] Irish Takeover Rules The directors of Perrigo accept responsibility for the information contained in this presentation. To the best of the knowledge and belief of the directors of Perrigo (who have taken all reasonable care to ensure such is the case), the information contained in this presentation is in accordance with the facts and does not omit anything likely to affect the import of such information. Save for the Perrigo calendar year 2015 guidance and the Perrigo 2016 calendar year guidance (in respect of which additional information required by the Irish Takeover Rules has been mailed to Perrigo shareholders, to the extent required), no statement in this communication is intended to constitute a profit forecast for any period nor should any statements be interpreted to mean that earnings or earnings per share will necessarily be greater or lesser than those for the relevant preceding financial periods for Mylan or Perrigo as appropriate. No statement in this communication constitutes an asset valuation. A person interested in 1% or more of any class of relevant securities of Perrigo or Mylan may have disclosure obligations under Rule 8.3 of the Irish Takeover Rules. 2 Review of 3Q CY15 Earnings | CY15 Guidance Accelerating Shareholder Value | CY16 Guidance Perrigo's Superior Value Proposition Strong Recommendation of Perrigo’s Board: Reject the Offer by Taking No Action 3 Consolidated – Q3CY15 GAAP Financials ($ in millions, except per share amounts) Q3CY14 Q3CY15 % Change Y/Y* Net Sales $952 $1,345 41 % Cost of Sales 630 796 26 % Gross Profit $322 $549 71 % Distribution 14 25 73 % R&D 37 42 14 % SG&A 134 294 120 % Operating Income $137 $189 37 % Net Income $96 $113 17 % Diluted Income Per Share $0.72 $0.77 7 % *Adjusted margin changes as a % to sales may not calculate due to rounding 4 Perrigo Consolidated – Q3CY15 As Adjusted* % Change Y/Y ($ in millions, except per share % Change amounts) Q3CY14 Q3CY15 Constant Y/Y** Currency*** Net Sales $952 $1,345 41 % 44 % Adjusted Cost of Sales 529 686 30 % Adjusted Gross Profit $422 $659 56 % Distribution 14 25 73 % Adjusted R&D 37 42 13 % Adjusted SG&A 124 233 88 % Adjusted Operating Income $247 $359 45 % Adjusted Net Income $188 $258 38 % Adjusted Diluted EPS $1.40 $1.76 26 % Adj. Gr. Margin Q3CY13-Q3CY15 Adj. Op. Margin Q3CY13-Q3CY15 *See appendix for reconciliation to GAAP numbers **Adjusted margin changes as a % to sales may not calculate due to rounding 5 ***Excludes impact of currency translation compared to prior year Net Sales and Operating Income – Q3CY15 As Adjusted* % Change ($ in millions) Q3CY14 Q3CY15 % Change Constant Y/Y** Currency Y/Y*** Consolidated Perrigo Net Sales $952 $1,345 41 % 44 % Adjusted Operating Income 247 359 45 % Consumer Healthcare Net Sales 640 675 5 % 8 % Adjusted Operating Income 94 139 48 % Branded Consumer Healthcare Net Sales — 302 — — Adjusted Operating Income 44 Rx Pharmaceuticals Net Sales 195 260 34 % 34 % Adjusted Operating Income 82 110 34 % Specialty Sciences Net Sales 92 85 (8 %) (1 %) Adjusted Operating Income 88 82 (7 %) *See appendix for reconciliation to GAAP numbers **Changes may not calculate due to rounding ***Excludes impact of currency translation compared to prior year, including Fx impact on Tysabri® royalty stream 6 Consumer Healthcare Segment – Q3CY15 As Adjusted* % Change Y/Y Segment Highlights ($ in millions) Q3CY14 Q3CY15 % Change Constant Y/Y** Currency*** Net Sales $640 $675 5 % 8 % Adjusted Gross Profit $204 $245 20 % • Net Sales growth of 8% on a Adjusted Gross Margin 31.8 % 36.2 % 440 bps constant currency basis Adjusted Operating Expenses 110 106 (4 %) • OTC sales up 7% year-over- Adjusted Operating Income $94 $139 48 % year 14.6 % 20.5 % 590 bps Adjusted Operating Margin Adj. Gr. Margin Q3CY14-Q3CY15 Adj. Op. Margin Q3CY14-Q3CY15 • New product sales of $65 million • Adjusted Operating Income increased $45 million primarily due to adjusted gross profit flow through and relatively lower operating expenses *See appendix for reconciliation to GAAP numbers **Adjusted margin changes as a % to sales may not calculate due to rounding ***Excludes impact of currency translation compared to prior year 7 Branded Consumer Healthcare Segment – Q3CY15 As Adjusted* ($ in millions) Q3CY15 Segment Highlights Net Sales $302 Adjusted Gross Profit $169 Adjusted Gross Margin 56.0 % • Top 20 brands grew 6% compared to last year Adjusted Operating Expenses 125 Adjusted Operating Income $44 • New product sales of $31 million 14.6 % Adjusted Operating Margin Adj. Gr. Margin Q3CY15 Adj. Op. Margin Q3CY15 8 *See appendix for reconciliation to GAAP numbers Rx Pharmaceuticals Segment – Q3CY15 As Adjusted* ($ in millions) Q3CY14 Q3CY15 % Change Segment Highlights Y/Y** Net Sales $195 $260 34 % Adjusted Gross Profit $113 $149 31 % Adjusted Gross Margin 58.3 % 57.2 % (110 ) bps • Net sales increase of 34% driven primarily by an increase Adjusted Operating Expenses 32 39 24 % in existing and new product Adjusted Operating Income $82 $110 34 % sales 42.1 % 42.1 % — Adjusted Operating Margin • Adjusted Operating Income improved 34% even after Adj. Gr. Margin Q3CY14-Q3CY15 Adj. Op. Margin Q3CY14-Q3CY15 including increased R&D and specialty pharmaceuticals sales force investments *See appendix for reconciliation to GAAP numbers **Adjusted margin changes as a % to sales may not calculate due to rounding 9 Specialty Sciences Segment – Q3CY15 As Adjusted* % Change Y/Y Segment Highlights ($ in millions) Q3CY14 Q3CY15 % Change Constant Y/Y** Currency*** Net Sales $92 $85 (8 %) (1 %) Adjusted Gross Profit $92 $85 (8 %) • There were 13 shipping weeks Adjusted Gross Margin 100.0 % 100.0 % — in Q3CY15 versus 14 shipping Adjusted Operating Expenses 4 3 (35 )% weeks in Q3CY14