XML 44 R14.htm IDEA: XBRL DOCUMENT v3.22.4
Discontinued Operations
12 Months Ended
Dec. 31, 2022
Discontinued Operations and Disposal Groups [Abstract]  
Discontinued Operations DISCONTINUED OPERATIONS
Our discontinued operations primarily consist of our former Rx segment, which held our prescription pharmaceuticals business in the U.S. and our pharmaceuticals and diagnostic businesses in Israel (collectively, the “Rx business”). The Rx business met the criteria to be classified as a discontinued operation in 2021 and, as a result, its historical financial results are reflected in our consolidated financial statements as such. There were no balance sheet amounts related to discontinued operations at either balance sheet date presented.

On July 6, 2021, we completed the sale of the Rx business to Altaris Capital Partners, LLC ("Altaris") for aggregate consideration of $1.55 billion. The consideration included a $53.3 million reimbursement related to an Abbreviated New Drug Applications ("ANDAs") for a generic topical lotion which was received in 2022. The sale resulted in a pre-tax gain, net of professional fees, of $47.5 million recorded in Other (income) expense, net on the Statement of Operations for discontinued operations. The gain included a $159.3 million increase from the write-off of foreign currency translation adjustment from Accumulated other comprehensive income. The transaction gain was subject to final settlements under the Agreement, which were finalized in the first quarter of 2022 with no change to the gain reported.

During the year ended December 31, 2021, we incurred $40.8 million of separation costs related to the sale of the Rx business. We incurred no such costs in 2022. The costs incurred included selling costs, which were reported in gain on discontinued operations before tax as part of the gain on sale of the Rx business. Separation costs incurred in prior periods were included in administration expenses.

Under the terms of the agreement, we provided transition services which were substantially completed as of the end of the third quarter of 2022. We also entered into reciprocal supply agreements pursuant to which Perrigo will supply certain products to the Rx business and the Rx business will supply certain products to Perrigo. The supply agreements have a term of four years, extendable up to seven years by the party who is the purchaser of the products under such agreement. We also extended distribution rights to the Rx business for certain OTC products owned and manufactured by Perrigo that may be fulfilled through pharmacy channels, in return for a share of the net profits. The following table summarizes the results of the transition service agreement ("TSA") and supply agreements:

Year Ended
Financial Statement LocationDecember 31, 2022December 31, 2021
TSA income recognizedAdministration expense$10.3 $7.2 
TSA income collectedAdministration expense$8.9 $3.6 
Product & Royalty sales recognizedNet sales$124.2 $60.6 
Product & Royalty sales collectedNet sales$105.7 $28.7 
PurchasesInventory$55.9 $18.4 
Inventory paymentsInventory$51.4 $12.0 

In the transaction, Perrigo retained certain pre-closing liabilities arising out of antitrust (refer to Note 19 - Contingencies under the header "Price-Fixing Lawsuits") and opioid matters and the Company’s Albuterol recall, subject to, in each case, the buyer's obligation to indemnify the Company for fifty percent of these liabilities up to an aggregate cap on the buyer's obligation of $50.0 million. We have not requested payments from the buyer related to the indemnity of these liabilities as of December 31, 2022.
Income (loss) from discontinued operations, net of tax was as follows (in millions):

 Year Ended
 December 31, 2022December 31, 2021December 31, 2020
Net sales$— $405.1 $975.0 
Cost of sales— 258.4 645.1 
Gross profit— 146.7 329.9 
Operating expenses
Distribution— 6.1 15.2 
Research and development— 30.8 54.8 
Selling— 16.3 30.1 
Administration4.6 36.4 31.8 
Impairment charges— — 346.8 
Restructuring— — 0.3 
Other operating expense (income)— (0.4)0.7 
Total operating expenses4.6 89.2 479.7 
Operating income (loss)(4.6)57.5 (149.8)
Interest expense, net— 0.8 3.5 
Other (income) expense, net— (1.6)2.0 
Income (loss) from discontinued operations before tax(4.6)58.3 (155.3)
Gain on disposal of discontinued operations before tax— (47.5)— 
Income (loss) before income taxes(4.6)105.8 (155.3)
Income tax expense5.1 43.8 51.5 
Income (loss), net of tax$(9.7)$62.0 $(206.8)

Select cash flow information related to discontinued operations was as follows (in millions):
Year Ended
 December 31, 2022December 31, 2021December 31, 2020
Cash flows from discontinued operations operating activities:
Depreciation and amortization$— $15.4 $97.0 
Restructuring charges— — 0.3 
Impairment charges— — 346.8 
Share-based compensation— 10.8 5.2 
Gain on sale of business— (47.5)— 
Cash flows from discontinued operations investing activities:
Asset acquisitions$— $(69.7)$0.9 
Additions to property, plant and equipment— (16.1)10.2 
Net proceeds from sale of business53.3 1,491.9 — 

Asset acquisitions related to discontinued operations consisted of two Abbreviated ANDAs purchased under a contractual arrangement. On December 31, 2020, we purchased an ANDA for a generic topical gel for $16.4 million, which was subsequently paid during the three months ended April 3, 2021 and on March 8, 2021, we purchased an ANDA for a generic topical lotion for $53.3 million which was subsequently paid during the three months ended April 2, 2022. These ANDAs were acquired by Altaris as part of the Rx business sale.