Exhibit 99.1
Nexeo Solutions Holdings, LLC
Management Adjusted EBITDA Reconciliation
(in thousands)
| | Q3FY13 | | Q4FY13 | | Q1FY14 | | Q2 FY14 | | LTM
Q2 FY14 | | Pro Forma
3/31/2014
LTM (1) | |
Net Income (Loss) Attributable to Nexeo Solutions | | $ | 4,295 | | $ | 6,965 | | $ | (12,846 | ) | $ | 1,353 | | $ | (233 | ) | $ | 21,078 | |
Net Income (Loss) Attributable to Noncontrolling Interest | | 597 | | 1,031 | | 1,656 | | (168 | ) | 3,116 | | 3,116 | |
Interest | | 15,938 | | 13,836 | | 14,282 | | 15,653 | | 59,709 | | 63,387 | |
Taxes | | 1,885 | | 1,869 | | 2,419 | | 983 | | 7,156 | | 7,231 | |
Depreciation and Amortization | | 9,703 | | 10,550 | | 11,657 | | 14,483 | | 46,393 | | 51,465 | |
EBITDA | | 32,418 | | 34,251 | | 17,168 | | 32,304 | | 116,141 | | 146,277 | |
Management add-backs (2) | | 6,224 | | 9,476 | | 4,992 | | 4,127 | | 24,819 | | 28,688 | |
Foreign exchange (gains) losses, net (3) | | 802 | | (510 | ) | 110 | | 1,635 | | 2,037 | | 2,037 | |
Management fees (4) | | 1,070 | | 1,164 | | 1,272 | | 1,384 | | 4,890 | | 4,890 | |
Compensation expense related to management equity plan (non-cash) | | 276 | | 291 | | 281 | | 264 | | 1,112 | | 1,112 | |
Transaction and other one-time costs (5) | | 1,259 | | 1,958 | | 4,662 | | 4,409 | | 12,288 | | 3,424 | |
Management Adjusted EBITDA | | $ | 42,049 | | $ | 46,630 | | $ | 28,485 | | $ | 44,123 | | $ | 161,287 | | $ | 186,428 | |
(1) Effective December 1, 2013, the Company acquired 100% of the outstanding shares of Chemical Specialists and Development, Inc. (“CSD”), and substantially all of the assets of STX Freight Company (“STX”) and ST Laboratories Group, LLC (“ST Laboratories”), two related businesses of CSD (collectively, the “CSD Acquisition”). Effective April 1, 2014, the Company acquired Archway Sales, Inc., a Missouri corporation (“Archway”), a chemicals blending and distribution business, and JACAAB, LLC, a Missouri limited liability company, a related business of Archway, (“JACAAB” and collectively, the “Archway Acquisition”). Pro forma Management Adjusted EBITDA for the twelve months ended March 31, 2014 reflects (i) the full contribution of CSD, STX and ST Laboratories and (ii) the full contribution of Archway and JACAAB. The pro forma financial information was derived from unaudited financial statements and information of (i) Archway and JACAAB and (ii) CSD, STX and ST Laboratories, each for the twelve months ended March 31, 2014, and excluding adjustments related to the purchase price allocation related to the Archway Acquisition as the Company has not yet completed this allocation. As noted in the Current Report on Form 8-K filed on April 4, 2014, the Company will file the financial statements of the acquired business required pursuant to Rule 3-05 of Regulation S-X and the pro forma financial information required pursuant to Article 11 within 75 days of the completion of the Archway Acquisition, which may differ from the financial information presented above. Pro forma results are not necessarily indicative of either future results of operations or results that might have been achieved had the acquisitions completed at the beginning of the period.
(2) Management adjustments associated with integration, transition, restructuring and transformational activities.
(3) Includes net realized and unrealized foreign exchange gains and losses.
(4) Management, monitoring, consulting and leverage fees, per the agreement with TPG Capital, L.P. (“TPG”).
(5) Professional and transaction costs related to the CSD Acquisition, the Archway Acquisition, other potential acquisitions and other one-time costs.
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