Ex. 99.1
Excerpt from Lender Presentation dated July 10, 2017
In connection with the proposed senior secured debt portion of the financing of the Merger, the Company intends to make the Lender Presentation commencing on July 10, 2017. Included in the Lender Presentation is a presentation of “LTM 3/31/17 Pro Forma Total EBITDA,” “LTM 3/31/17 Financeable EBITDA” and “LTM 3/31/17 Pro Forma Revenue.” References to “LTM” mean the last twelve month period.
LTM 3/31/17 Pro Forma Total EBITDA: $133.1 million
LTM 3/31/17 Financeable EBITDA: $150.9 million
Table 1: Reconciliation of non-GAAP measures for the twelve months ended March 31, 2017
| (Dollars in thousands) | ||||
| Twelve Months Ended | ||||
| March 31, 2017 | ||||
| Net Loss, as reported | (70,796 | ) | ||
| Depreciation and amortization | 58,939 | |||
| Interest expense, net | 45,617 | |||
| Income tax expense (benefit) | 11,579 | |||
| EBITDA, as reported | $ | 45,340 | ||
| Acquisition accounting inventory adjustments | 30,037 | |||
| Share based compensation | 8,645 | |||
| Impairment charges | 3,126 | |||
| Executive transition costs | 7 | |||
| Restructuring and other charges | 8,271 | |||
| Non-recurring professional fees | 1,617 | |||
| Business acquisition costs | 11,651 | |||
| ERP implementation costs | 4,179 | |||
| Insurance recovery | (7,385 | ) | ||
| Legal settlement | 406 | |||
| Gain on sale of Syracuse, NY facility | (158 | ) | ||
| Foreign currency conversion loss on acquisition | 779 | |||
| Unrealized loss on hedge transaction | 6,401 | |||
| Adjusted EBITDA, as reported | $ | 112,917 | ||
| Euticals EBITDA pre-acquisition (assuming July 2016 acquisition date) | 5,932 | |||
| Unrealized foreign currency conversion loss | 2,329 | |||
| Actioned synergies and accelerated cost savings | 12,007 | |||
| Pro Forma Total EBITDA | $ | 133,185 | ||
Value capture | 15,000 | |||
| Public company savings | 2,690 | |||
| Financeable EBITDA | $ | 150,875 | ||
LTM 3/31/17 Pro Forma Revenue: $691.0 million1
| (1) | Revenue pro forma for impact of acquisition by AMRI of European Therapeuticals S.p.A. – Euticals in July of 2016. |
Non-GAAP Financial Measures
To supplement our financial results prepared in accordance with U.S. GAAP, the Company have presented non-GAAP measures of net income, adjusted to exclude certain charges (and gains when applicable) that relate to specific events or transactions, such as impairment charges, restructuring charges, executive transition costs, business acquisition costs, realized and unrealized gains and losses on foreign currency transactions related to business acquisitions, and ERP implementation costs. Management typically excludes these amounts when evaluating our operating performance and believes that the resulting non-GAAP measures provide investors with a consistent basis for comparison across periods and, therefore, are useful to investors in assessing our operating performance.
Our U.S. GAAP measures are also adjusted to exclude certain non-cash charges (and gains when applicable) such as non-cash debt interest and amortization charges, share-based compensation expense, acquisition accounting inventory adjustments, and acquisition accounting depreciation and amortization for the periods presented. Management typically excludes the amounts described above when evaluating our operating performance and believes that the resulting non-GAAP measures are useful to investors in assessing our operating performance.
The non-GAAP measure of Adjusted EBITDA presented here further excludes the impact of interest income and expense, depreciation and amortization expense, and income tax expense or benefit. This Adjusted EBITDA measure is further presented in the Lender Presentation and above as Pro Forma Total EBITDA and Financeable EBITDA, to show the potential effects of the potential closing of the Merger as set forth above.
We believe presentation of our non-GAAP measures enhances an overall understanding of our historical financial performance because we believe these measures are an indication of the performance of our base business. Management uses these non-GAAP measures as a basis for evaluating our financial performance as well as for budgeting and forecasting of future periods in light of the potential closing of the Merger. The presentation of this additional information should not be considered in isolation or as a substitute for the related GAAP measures. Reconciliations of these non-GAAP measures to the most directly comparable GAAP financial measures are set forth in Table 1 above.