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): May 3, 2022

Mallinckrodt plc

(Exact name of registrant as specified in its charter)

Ireland	001-35803	98-1088325	
(State or other jurisdiction	(Commission	(IRS Employer	
of incorporation)	File Number)	Identification No.)	

College Business & Technology Park, Cruiserath,

Blanchardstown, Dublin 15, Ireland

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: +353 1 696 0000

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:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02	Results of Operations and Financial Condition.

On May 3, 2022, Mallinckrodt plc (the "Company" or "Mallinckrodt") provided its financial results for the three months ended April 1, 2022 in the attached Exhibit 99.1.

The information in this Current Report on Form 8-K, including Exhibit 99.1, should be read in conjunction with the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 1, 2022.

The information contained in this Item 2.02, including Exhibit 99.1, 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, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, except as otherwise expressly set forth by specific reference in such a filing.

NON-GAAP FINANCIAL MEASURES

Exhibit 99.1 contains financial measures, including adjusted EBITDA and net sales growth on a constant-currency basis, which are considered "non-GAAP" financial measures under applicable U.S. Securities and Exchange Commission rules and regulations.

Adjusted EBITDA represents amounts prepared in accordance with accounting principles generally accepted in the U.S. (GAAP) and adjusts for certain items that management believes are not reflective of the operational performance of the business. Consolidated adjusted EBITDA represents net loss, adjusted for interest expense, net, taxes, depreciation and amortization and certain items that management believes are not reflective of the operational performance of the business and additional adjustments. These adjustments include, but are not limited to, restructuring charges, net; non-restructuring impairment charges; discontinued operations; changes in fair value of contingent consideration obligations; significant legal and environmental charges; divestitures; separation costs; unrealized loss (gain) on equity investment; reorganization items, net; share-based compensation and other items identified by the Company.

Segment net sales growth on a constant-currency basis measures the change in segment net sales between current- and prior-year periods using a constant currency, the exchange rate in effect during the applicable prior-year period.

The Company has provided these adjusted financial measures because they are used by management, along with financial measures in accordance with GAAP, to evaluate the company's operating performance. In addition, the Company believes that they will be used by certain investors to measure Mallinckrodt's operating results. Management believes that presenting these adjusted measures provides useful information about the Company's performance across reporting periods on a consistent basis by excluding items that the Company does not believe are indicative of its core operating performance. Reconciliations of these financial measures to the most directly comparable GAAP financial measures are included in Exhibit 99.1.

These adjusted measures should be considered supplemental to and not a substitute for financial information prepared in accordance with GAAP.

Item 9.01	Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Exhibit	
99.1			First Quarter Financial Results.		
					
104			Cover Page Interactive Data File (embedded within the inline XBRL document).	

SIGNATURES

Pursuant to the requirements 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.

MALLINCKRODT PLC

(registrant)

Date:	May 3, 2022	By: /s/ Bryan M. Reasons

Bryan M. Reasons

Executive Vice President and Chief Financial Officer

(principal financial officer)

Exhibit 99.1

MALLINCKRODT PLC

(DEBTOR-IN-POSSESSION)

(IN EXAMINATION UNDER PART 10 OF THE IRISH COMPANIES ACT 2014)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited, in millions, except per share data)

			Three Months Ended		
	April 1,		Percent of		March 26,	Percent of	
	2022		Net sales		2021	Net sales	
Net sales	$	490.9	100.0 %		$	558.0	100.0 %	
Cost of sales		315.2	64.2			307.6	55.1	
Gross profit		175.7	35.8			250.4	44.9	
Selling, general and administrative expenses		152.5	31.1			136.0	24.4	
Research and development expenses		37.2	7.6			66.2	11.9	
Restructuring charges, net		6.8	1.4			0.4	0.1	
Non-restructuring impairment charges		—	—		64.5	11.6	
Losses on divestiture		—	—		0.8	0.1	
Operating loss		(20.8)	(4.2)			(17.5)	(3.1)	
Interest expense		(58.2)	(11.9)			(59.6)	(10.7)	
Interest income		0.4	0.1			1.9	0.3	
Other (expense) income, net		(4.1)	(0.8)			8.1	1.5	
Reorganization items, net		(43.4)	(8.8)			(93.5)	(16.8)	
Loss from continuing operations before income taxes		(126.1)	(25.7)			(160.6)	(28.8)	
Income tax benefit		(5.9)	(1.2)			(16.4)	(2.9)	
Loss from continuing operations		(120.2)	(24.5)			(144.2)	(25.8)	
Income from discontinued operations, net of income taxes		0.6	0.1			0.3	0.1	
Net loss	$	(119.6)	(24.4)%		$	(143.9)	(25.8)%	

Basic loss per share:								
Loss from continuing operations	$	(1.42)			$	(1.70)		
Income from discontinued operations		0.01				—		
Net loss	$	(1.41)			$	(1.70)		
Diluted loss per share:								
Loss from continuing operations	$	(1.42)			$	(1.70)		
Income from discontinued operations		0.01				—		
Net loss	$	(1.41)			$	(1.70)		
Weighted-average number of shares outstanding								
Basic		84.7				84.6		
Diluted		84.7				84.6		

1

MALLINCKRODT PLC

(DEBTOR-IN-POSSESSION)

(IN EXAMINATION UNDER PART 10 OF THE IRISH COMPANIES ACT 2014)

CONSOLIDATED ADJUSTED EBITDA

(unaudited, in millions)

Three Months Ended

April 1, 2022

Gross Profit	SG&A	R&D	Adjusted		
			EBITDA		

March 26, 2021

Gross Profit	SG&A	R&D	Adjusted		
			EBITDA		

Net loss	$	175.7	$	152.5	$	37.2	$	(119.6)		$	250.4	$	136.0	$	66.2	$	(143.9)		
Adjustments:																			
Interest expense, net		—		—		—		57.8			—		—		—		57.7		
Income taxes		—		—		—		(5.9)			—		—		—		(16.4)		
Depreciation		18.1		(3.1)		(0.9)		22.1			17.9		(4.8)		(1.6)		24.3		
Amortization		154.2		(0.9)		—		155.1			144.4		(0.9)		—		145.3		
Restructuring charges, net		—		—		—		6.8			—		—		—		0.4		
Non-restructuring impairment charge		—		—		—		—		—		—		—		64.5		
Income from discontinued operations		—		—		—		(0.6)			—		—		—		(0.3)		
Change in contingent consideration fair		—		0.1		—		(0.1)			—		10.8		—		(10.8)		
value																			
Significant legal and environmental		—		(11.1)		—		11.1			—		—		—		—		
charges																			
Losses on divestiture		—		—		—		—		—		—		—		0.8		
Separation costs (1)		—		(2.0)		—		2.0			—		(0.6)		—		0.6		
Unrealized loss (gain) on equity		—		—		—		3.7			—		—		—		(6.9)		
investment																			
Reorganization items, net		—		—		—		43.4			—		—		—		93.5		
Share-based compensation		0.1		(1.0)		(0.1)		1.2			0.2		(2.8)		(0.6)		3.6		
As adjusted:	$	348.1	$	134.5	$	36.2	$	177.0		$	412.9	$	137.7	$	64.0	$	212.4		

(1)	Represents costs included in selling, general and administrative (SG&A) expenses, primarily related to professional fees and costs incurred as the Company explores potential sales of non-core assets to enable further deleveraging post-emergence.

2

MALLINCKRODT PLC

(DEBTOR-IN-POSSESSION)

(IN EXAMINATION UNDER PART 10 OF THE IRISH COMPANIES ACT 2014)

SEGMENT OPERATING INCOME

(unaudited, in millions)

	Three Months Ended	
	April 1,				March 26,	
	2022				2021	
Specialty Brands	$	164.8		$	212.1	
Specialty Generics		34.4			31.7	
Segment operating income		199.2			243.8	
Unallocated amounts:						
Corporate and unallocated expenses (1)		(32.8)			(22.6)	
Depreciation and amortization		(177.2)			(169.6)	
Share-based compensation		(1.2)			(3.6)	
Restructuring charges, net		(6.8)			(0.4)	
Non-restructuring impairment charge		—		(64.5)	
Separation costs (2)		(2.0)			(0.6)	
Operating loss	$	(20.8)		$	(17.5)	

(1)	Includes administration expenses and certain compensation, legal, environmental and other costs not charged to the Company's reportable segments.

(2)	Represents costs included in SG&A expenses, primarily related to professional fees and costs incurred as the Company explores potential sales of non-core assets to enable further deleveraging post-emergence.

3

MALLINCKRODT PLC

(DEBTOR-IN-POSSESSION)

(IN EXAMINATION UNDER PART 10 OF THE IRISH COMPANIES ACT 2014)

SEGMENT NET SALES AND CONSTANT-CURRENCY GROWTH

(unaudited, in millions)

	Three Months Ended								
	April 1,				March 26,		Percent	Currency impact		Constant-currency		
	2022				2021		change				growth		
Specialty Brands	$	339.4		$	408.4	(16.9)%		(0.3)%		(16.6)%		
Specialty Generics		151.5			149.6	1.3		—	1.3		
Net sales	$	490.9		$	558.0	(12.0)%		(0.2)%		(11.8)%		

MALLINCKRODT PLC

(DEBTOR-IN-POSSESSION)

(IN EXAMINATION UNDER PART 10 OF THE IRISH COMPANIES ACT 2014)

SELECT PRODUCT LINE NET SALES AND CONSTANT-CURRENCY GROWTH

	(unaudited, in millions)				
Three Months Ended					
April 1,	March 26,	Percent	Currency impact		
2022	2021		change			

Specialty Brands

Constant-currency
growth

Acthar Gel	$	127.7		$	129.0	(1.0)%	— %	(1.0)%		
INOmax		99.0			134.0	(26.1)	(0.1)	(26.0)		
Ofirmev		2.6			12.8	(79.7)	—	(79.7)		
Therakos		59.9			66.8	(10.3)	(1.8)	(8.5)		
Amitiza		47.7			61.4	(22.3)	—	(22.3)		
Other		2.5			4.4	(43.2)	—	(43.2)		
Specialty Brands Total		339.4			408.4	(16.9)	(0.3)	(16.6)		
										
Specialty Generics										
Hydrocodone (API) and hydrocodone-		19.0			23.3	(18.5)	—	(18.5)		
containing tablets										
Oxycodone (API) and oxycodone-		16.6			17.2	(3.5)	—	(3.5)		
containing tablets										
Acetaminophen (API)		46.3			45.5	1.8	—	1.8		
Other controlled substances		64.1			58.1	10.3	—	10.3		
Other		5.5			5.5	—	—	—		
Specialty Generics Total		151.5			149.6	1.3	—	1.3		
Net sales	$	490.9		$	558.0	(12.0)%	(0.2)%	(11.8)%		

4

Assets

Current Assets:

Cash and cash equivalents Accounts receivable, net Inventories

Prepaid expenses and other current assets Total current assets

Property, plant and equipment, net

Intangible assets, net

Other assets

Total Assets

Liabilities and Shareholders' Equity Current Liabilities:

Current maturities of long-term debt Accounts payable

Accrued payroll and payroll-related costs Accrued interest

Accrued and other current liabilities Total current liabilities

Pension and postretirement benefits

Environmental liabilities

Deferred income taxes

Other income tax liabilities

Other liabilities

Liabilities subject to compromise

Total Liabilities

Shareholders' Equity:

Preferred shares

Ordinary shares

Ordinary shares held in treasury at cost

Additional paid-in capital

Retained deficit

Accumulated other comprehensive loss

MALLINCKRODT PLC

(DEBTOR-IN-POSSESSION)

(IN EXAMINATION UNDER PART 10 OF THE IRISH COMPANIES ACT 2014)

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited, in millions)

	April 1,		December 31,	
	2022			2021	
$	1,365.3		$	1,345.0	
	364.4			439.1	
	371.5			347.2	
	179.4			178.3	
	2,280.6			2,309.6	
	758.5			776.0	
	5,293.4			5,448.4	
	372.4			382.3	
$	8,704.9		$	8,916.3	
					
$	1,389.5		$	1,388.9	
	107.5			123.0	
	63.0			84.6	
	17.4			17.0	
	269.9			328.7	
	1,847.3			1,942.2	
	29.5			30.1	
	37.7			43.0	
	20.1			20.9	
	77.5			83.2	
	64.6			85.8	
	6,433.2			6,397.7	
	8,509.9			8,602.9	
	—		—	
	18.9			18.9	
	(1,616.1)			(1,616.1)	
	5,599.0			5,597.8	
	(3,798.5)			(3,678.9)	
	(8.3)			(8.3)	

Total Shareholders' Equity		195.0			313.4	
Total Liabilities and Shareholders' Equity	$	8,704.9		$	8,916.3	

5

MALLINCKRODT PLC

(DEBTOR-IN-POSSESSION)

(IN EXAMINATION UNDER PART 10 OF THE IRISH COMPANIES ACT 2014)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited, in millions)

		Three Months Ended	
		April 1,		March 26,	
		2022			2021	
Cash Flows From Operating Activities:						
Net loss	$	(119.6)		$	(143.9)	
Adjustments to reconcile net cash from operating activities:						
Depreciation and amortization		177.2			169.6	
Share-based compensation		1.2			3.6	
Deferred income taxes		(0.9)			(3.4)	
Non-cash impairment charges		—		64.5	
Reorganization items, net		2.9			15.7	
Other non-cash items		12.3			(11.9)	
Changes in assets and liabilities:						
Accounts receivable, net		73.8			61.8	
Inventories		(27.0)			(22.8)	
Accounts payable		0.4			0.5	
Income taxes		(7.8)			(21.2)	
Other		(63.3)			38.9	
Net cash from operating activities		49.2			151.4	
Cash Flows From Investing Activities:						
Capital expenditures		(23.6)			(20.9)	
Other		0.2			(0.7)	
Net cash from investing activities		(23.4)			(21.6)	
Cash Flows From Financing Activities:						
Repayment of external debt		(4.6)			(118.9)	
Net cash from financing activities		(4.6)			(118.9)	
Effect of currency rate changes on cash		(0.7)			(0.4)	
Net change in cash, cash equivalents and restricted cash		20.5			10.5	
Cash, cash equivalents and restricted cash at beginning of period		1,405.2			1,127.0	
Cash, cash equivalents and restricted cash at end of period	$	1,425.7		$	1,137.5	

Cash and cash equivalents at end of period	$	1,365.3		$	1,077.9	
Restricted cash included in prepaid expenses and other current assets at end of period		24.0			23.4	
Restricted cash included in other long-term assets at end of period		36.4			36.2	
Cash, cash equivalents and restricted cash at end of period	$	1,425.7		$	1,137.5	

6