ENDO INTERNATIONAL PLC (NASDAQ:ENDP) Files An 8-K Regulation FD Disclosure
Item7.01.
| Regulation FD Disclosure. |
On May23, 2017, Endo International plc (the Company) intends to
make an investor presentation at the UBS Healthcare
Conference (the Presentation), a copy of which is furnished
as Exhibit 99.1 hereto and incorporated herein by reference. The
Presentation will also be available on the Companys website at
www.endo.com.
The Presentation includes certain financial measures that are not
prescribed by or prepared in accordance with accounting
principles generally accepted in the U.S. (GAAP). The Company
utilizes these financial measures, commonly referred to as
non-GAAP, because (i)they are used by the Company, along with
financial measures in accordance with GAAP, to evaluate the
Companys operating performance; (ii)the Company believes that
they will be used by certain investors to measure the Companys
operating results; (iii)adjusted diluted EPS and Adjusted EBITDA,
or measures derived from such, are used by the Compensation
Committee of its Board of Directors in assessing the performance
and compensation of substantially all of the Companys employees,
including executive officers and (iv)the Companys leverage ratio,
as defined by the Companys credit agreement, is calculated based
on non-GAAP
financial measures. The Company believes that presenting these
non-GAAP measures provide useful information about the Companys
performance across reporting periods on a consistent basis by
excluding items, which may be favorable or unfavorable.
The initial
identification and review of the non-GAAP adjustments necessary
to arrive at these non-GAAP financial measures is performed by a
team of finance professionals that include the Chief Accounting
Officer and segment finance leaders, and are identified in
accordance with the Companys Adjusted Income Statement Policy,
which is reviewed and approved by the Companys Audit Committee.
Company tax professionals, including the Senior Vice President of
Tax, review and determine the tax effect of adjusted pre-tax
income at applicable tax rates and other tax adjustments as
described below. Proposed adjustments, along with any items
considered but excluded, are presented to the Chief Accounting
Officer, Chief Executive Officer and/or the Chief Financial
Officer for their consideration. In turn, the non-GAAP
adjustments are presented to the Audit Committee on a quarterly
basis as part of the Companys standard procedures for preparation
and reviewing the earnings release and other quarterly
materials.
These non-GAAP measures should
be considered supplemental to and not a substitute for financial
information prepared in accordance with GAAP. The Companys
definition of these non-GAAP measures may differ from similarly
titled measures used by others. The definitions of the most
commonly used non-GAAP financial measures
are presented below:
Adjusted income
from continuing operations
Adjusted income from
continuing operations represents income (loss) from continuing
operations, prepared in accordance with GAAP, adjusted for
certain items. Adjustments to GAAP amounts may include, but are
not limited to, certain upfront and milestone payments to
partners; acquisition-related and integration items, including
transaction costs, earn-out payments or adjustments, changes in
the fair value of contingent consideration and bridge financing
costs; cost reduction and integration-related initiatives such as
separation benefits, retention payments, other exit costs and
certain costs associated with integrating an acquired companys
operations; excess costs that will be eliminated to integration
plans; asset impairment charges; amortization of intangible
assets; inventory step-up recorded as part of our acquisitions;
certain non-cash interest expense; litigation-related and other
contingent matters; gains or losses from early termination of
debt; foreign currency gains or losses on intercompany financing
arrangements; and certain other items; further adjusted for the
tax effect of adjusted pre-tax income at applicable tax rates and
other tax adjustments as described below.
Adjusted diluted
earnings per share from continuing
operations
Adjusted diluted earnings per
share from continuing operations represent adjusted income from
continuing operations divided by the number of diluted
shares.
Adjusted gross
margin
Adjusted gross margin
represents total revenues less cost of revenues, prepared in
accordance with GAAP, adjusted for the items enumerated above
under the heading Adjusted income from continuing operations, to
the extent such items relate to cost of revenues. Such items may
include, but are not limited to, amortization of intangible
assets and inventory step-up recorded as part of
our acquisitions, certain excess inventory reserves resulting
from restructuring initiatives, separation benefits and certain
excess costs that will be eliminated to integration
plans.
Adjusted operating
expenses
Adjusted operating expenses
represent operating expenses, prepared in accordance with GAAP,
adjusted for the items enumerated above under the heading
Adjusted income from continuing operations, to the extent such
items relate to operating expenses. Such items may include, but
are not limited to, certain upfront and milestone payments to
partners; acquisition-related and integration items, including
transaction costs, earn-out payments or adjustments, changes in
the fair value of contingent consideration and bridge financing
costs; cost reduction and integration-related initiatives such as
separation benefits, retention payments, other exit costs and
certain costs associated with integrating an acquired companys
operations; excess costs that will be eliminated to integration
plans; asset impairment charges; amortization of intangible
assets; litigation-related and other contingent matters; and
certain other items.
Adjusted interest
expense
Adjusted interest expense
represents interest expense, net, prepared in accordance with
GAAP, adjusted for certain non-cash interest expense and
penalty interest.
Adjusted income
taxes
Adjusted income taxes are
calculated by tax effecting adjusted pre-tax income and permanent
book-tax
differences at the applicable effective tax rate that will be
determined by reference to statutory tax rates in the relevant
jurisdictions in which the Company operates. Adjusted income
taxes include current and deferred income tax expense
commensurate with the non-GAAP measure of profitability.
Adjustments are then made for certain items relating to prior
years and for tax planning actions that are expected to be
distortive to the underlying effective tax rate and trend in the
effective tax rate. The most directly comparable GAAP financial
measure for Adjusted income taxes is income tax expense
(benefit), prepared in accordance with GAAP. The adjusted
effective tax rate represents the rate generated when dividing
adjusted income tax expense or benefit by the amount of adjusted
pre-tax income.
EBITDA and
Adjusted
EBITDA
EBITDA represents net income
(loss) before interest expense, net; income tax; depreciation;
and amortization, each prepared in accordance with GAAP. Adjusted
EBITDA further adjusts EBITDA by excluding other (income)
expense, net; share-based compensation; certain upfront and
milestone payments to partners; acquisition-related and
integration items, including transaction costs, earn-out payments
or adjustments, changes in the fair value of contingent
consideration and bridge financing costs; cost reduction and
integration-related initiatives such as separation benefits,
retention payments, excess inventory reserves, other exit costs
and certain costs associated with integrating an acquired
companys operations; excess costs that will be eliminated to
integration plans; asset impairment charges; inventory step-up
recorded as part of our acquisitions; litigation-related and
other contingent matters; gains or losses from early termination
of debt; discontinued operations, net of tax; and certain other
items.
Because adjusted financial
measures exclude the effect of items that will increase or
decrease the Companys reported results of operations, the Company
strongly encourages investors to review the Companys consolidated
financial statements and publicly filed reports in their
entirety. Investors are also encouraged to review the
reconciliation of the non-GAAP financial measures used in the
Presentation to their most directly comparable GAAP financial
measures as included in the appendix of the Presentation and in
Exhibit 99.1 of Form 8-K filed with the U.S. Securities and
Exchange Commission on May9, 2017. However, the Company does not
provide reconciliations of projected non-GAAP financial measures
to GAAP financial measures, nor does it provide comparable
projected GAAP financial measures for such projected non-GAAP
financial measures, except for projected adjusted diluted EPS.
The Company is unable to provide such reconciliations without
unreasonable efforts due to the inherent difficulty in
forecasting and quantifying certain amounts that are necessary
for such reconciliations, including adjustments that could be
made for asset impairments, contingent consideration adjustments,
legal settlements, loss on extinguishment of debt, adjustments to
inventory and other charges reflected in the reconciliation of
historic numbers, the amount of which could be
significant.
The information in this
Item7.01 and in Exhibit 99.1 attached hereto shall not be deemed
to be filed for purposes of Section18 of the Securities Exchange
Act of 1934, as amended, or otherwise subject to the liabilities
of that section. The information contained in this Item7.01 and
in Exhibit 99.1 attached hereto shall not be incorporated into
any registration statement or other document filed by the Company
with the U.S. Securities and Exchange Commission under the
Securities Act of 1933, whether made before or after the date
hereof, regardless of any general incorporation language in such
filing, except as shall be expressly set forth by specific
reference in such
filing.
| Item9.01 | Financial Statements and Exhibits. |
(d)
Exhibits.
|
No. |
Description |
|
| 99.1 |
Investor Presentation of Endo International plc, dated May23, 2017 |
ENDO INTERNATIONAL PLC (NASDAQ:ENDP) Recent Trading Information
ENDO INTERNATIONAL PLC (NASDAQ:ENDP) closed its last trading session down -0.04 at 11.84 with 5,071,240 shares trading hands.
