Exhibit 99.1
Exhibit – Unaudited supplemental financial information of Summit Health-CityMD
The below WP CityMD Topco LLC (“Summit Health-CityMD”) unaudited supplemental financial information should be read in conjunction with the unaudited pro forma condensed combined financial information of Walgreens Boots Alliance, Inc. (the “Company”) as filed as an amendment to the Current Report on Form 8-K (originally filed on January 5, 2023) on March 21, 2023 (the “Amended 8-K”).
As presented in the Amended 8-K, the Company’s unaudited pro forma condensed combined statement of earnings for the year ended August 31, 2022 gives effect to the previously announced acquisition (the “Summit Health-CityMD Acquisition”) of Summit Health-CityMD as if it had been consummated on September 1, 2021 and combines the Company’s audited historical consolidated results for the twelve months ended August 31, 2022 with Summit Health-CityMD’s unaudited historical consolidated results for the twelve months ended September 30, 2022. Similarly, the Company’s unaudited pro forma condensed combined statement of earnings for the three months ended November 30, 2022 gives effect to the Summit Health-CityMD Acquisition as if it had been consummated on September 1, 2021 and combines the Company’s unaudited historical consolidated results for the three months ended November 30, 2022 with Summit Health-CityMD’s unaudited historical consolidated results for the three months ended September 30, 2022.
The table below summarizes certain GAAP measures for the unaudited supplemental financial information of Summit Health-CityMD, as included within the Company’s unaudited pro forma condensed combined financial information, and supplemental non-GAAP measures of adjusted operating income (loss) and adjusted EBITDA.
| | | | | | | | |
(Unaudited, in millions) | | Twelve months ended September 30, 2022 | | | Three months ended September 30, 2022 | |
Net loss (GAAP) | | $ | (184 | ) | | $ | (47 | ) |
Operating loss (GAAP) | | $ | (163 | ) | | $ | (58 | ) |
Adjusted operating income (loss) (Non-GAAP measure) | | $ | 61 | | | $ | (16 | ) |
Adjusted EBITDA (Non-GAAP measure) | | $ | 178 | | | $ | 17 | |
Projected pre-tax run-rate synergies not included in GAAP and non-GAAP measures | | $ | 150 | | | $ | 38 | |
While the unaudited supplemental financial information of Summit Health-CityMD does not reflect any cost savings or operating synergies that the combined company may realize or incur as a result of the Summit Health-CityMD Acquisition, management has included estimates of certain projected pre-tax run-rate cost savings and operating synergies expected to be realized in the table above for further transparency of the acquisition impacts. Synergies include future expected cost savings resulting from procurement, workforce optimization, process improvements, and automation as well as future expected operating synergies resulting from Summit Health-CityMD’s transition to risk-based contracting. Material limitations of these run-rate synergies include not fully realizing the anticipated benefits, taking longer to realize these benefits, or other adverse effects that the Company does not currently foresee. Cost savings and operating synergies targets are subject to significant estimates and judgement and actual synergies achieved by the Company in the future may vary.
The following information provides reconciliations of the supplemental non-GAAP financial measures, as defined under the SEC rules, presented herein to the most directly comparable financial measures calculated and presented in accordance with GAAP. The Company has provided the non-GAAP financial measures of Summit Health-CityMD herein, which are not calculated or presented in accordance with GAAP, as supplemental information and in addition to the financial measures that are calculated and presented in accordance with GAAP. See notes to the “Summit Health-CityMD net loss to adjusted operating income (loss) and adjusted EBITDA” reconciliation table for definitions of non-GAAP financial measures and related adjustments presented below.