Forward Looking Statements and Non-GAAP Financial Measures
Cautionary Statement
This presentation includes “forward-looking statements” within the meaning of the securities laws. The words “may,” “could,” “should,” “estimate,”
“project,” “forecast,” intend,” “expect,” “anticipate,” “believe,” “target,” “plan,” and similar expressions are intended to identify forward-looking statements.
In addition, all statements that address operating performance, events or developments with respect to the combined company that we expect or
anticipate will occur in the future - including, without limitation, statements relating to growth and statements about future operating results - are forward-
looking statements. Our forward-looking statements are estimates and projections reflecting management’s judgment based on currently available
information and involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-
looking statements, including, without limitation, risks related to the ability of the parties to complete the proposed transaction in a timely matter or at all;
our ability to integrate and achievement our intended objectives with respect to Valent; the proposed transaction resulting in unexpected costs or
liabilities, the ability of the parties to complete the proposed debt transaction on the terms anticipated or at all, our ability to comply with our new debt
covenants, and the increased leverage that will result from the proposed debt transaction. Additional factors that might cause such differences (and
could adversely impact our business and financial performance generally) include, but are not limited to, those discussed in the Company’s Annual
Report on Form 10-K for the year ended December 31, 2011 and other reports filed with the U.S. Securities and Exchange Commission, which are
incorporated herein by reference. You should understand that it is not possible to predict or identify all such factors. Consequently, you should not
consider any such list to be a complete set of all potential risks or uncertainties. Moreover, forward-looking statements are based on our current
expectations and speak only as of the date when made, and we undertake no obligation to publicly update or revise any forward-looking statements
except as required by law. As a result of the foregoing, you should not place undue reliance on forward-looking statements.
Use of Non-GAAP Financial Measures
References in these slides to “Adjusted EBITDA” are to consolidated net income from operations, excluding consolidated interest, income taxes,
depreciation, and amortization, as well as excluding the effects of any of the following to the extent otherwise included in the foregoing: (1) gains or
losses realized by Valent and its subsidiaries from the sale of assets other than in the ordinary course of business and any “extraordinary items” of gain
or loss, (2) management fees, general overhead expenses, or other intercompany charges charged by LMI to Valent and its subsidiaries, (3) but
excluding any costs related to the contemplated transactions and any charges from LMI and any of its affiliates, (4) excluding the effects of integration or
consolidation benefits and expenses, and (5) effects of purchase accounting. In determining consolidated earnings from operations, the purchase and
sales prices of goods and services sold by Valent and its subsidiaries to LMI or its affiliates, or purchased by Valent and its subsidiaries from LMI or its
affiliates, shall be adjusted to reflect the amounts that Valent and its subsidiaries would have received or paid if dealing with an independent party in an
arm’s length commercial transaction. In addition, in determining consolidated earnings from operations, program accounting will be continued in
accordance with GAAP; provided that any transaction between LMI, or any subsidiary of LMI (other than Valent and its subsidiaries), and any of Valent
and its subsidiaries, the terms of which were agreed to without input from senior-level management of LMI or Valent or its subsidiaries, will be deemed to
be an arm’s length commercial transaction. Since Adjusted EBITDA is a non-GAAP measure that does not have a standardized meaning, it may not be
comparable to similar measures presented by other issuers. You are cautioned that this non-GAAP measure is not based on any comprehensive set of
accounting rules or principles and should be considered only in conjunction with, and not as a substitute for, or superior to, consolidated net income from
operations, excluding consolidated interest, income taxes, depreciation, and amortization, as determined in accordance with GAAP, as an indicator of
performance. A reconciliation of this non-GAAP measure to its closest U.S. GAAP measure is included in the Appendix to this presentation.
