The descriptions of the Purchase Agreement is not intended to be complete and is qualified in their entirety by reference to the form attached hereto as Exhibit 2.2, and incorporated by reference herein.
| Item 2.02 | Results of Operations and Financial Condition. |
In connection with a presentation to be made at an analyst conference on January 13, 2021, the Company reaffirms previously issued guidance with respect to the year ended December 31, 2020, as follows:
| | |
| | | Full Year 2020 Financial Guidance |
Net revenue | | $1,950 million - $2,000 million |
Adjusted gross margin | | 41% - 42% |
Adjusted EBITDA (1) | | $430 million - $460 million |
Adjusted diluted EPS (2) | | $0.55 - $0.65 |
Operating cash flow (3) | | $170 million - $220 million |
Capital expenditures | | $60 million - $70 million |
Weighted average diluted shares outstanding (4) | | Approximately 300 million |
| (1) | Includes 100% of EBITDA from the AvKARE acquisition. |
| (2) | Accounts for 35% non-controlling interest in AvKARE. |
| (3) | Operating cash flow excludes a $110 million cash tax refund, which was substantially received as of September 30, 2020. |
| (4) | Assumes the weighted average diluted shares outstanding of Class A and Class B shares under the if-converted method. |
The Company cannot provide a reconciliation of projected adjusted EBITDA to projected net income without unreasonable efforts because it is unable to predict with reasonable certainty the ultimate outcome of certain significant items required for the reconciliation as such items are subject to the completion of year- and quarter-end accounting and financial reporting processes which have not been completed. The items include, but are not limited to, acquisition-related expenses, restructuring expenses and benefits, asset impairments and other gains and losses. These items are uncertain, depend on various factors, and could have a material impact on GAAP reported results.
The forward-looking statements herein provide projected information based on the Company’s current estimates and expectations and remain subject to change and finalization based on management’s ongoing review of results of the quarter and completion of all year- and quarter-end close processes. The Company cautions investors that if the estimates, expectations or assumptions underlying the forward-looking statements contained herein prove inaccurate or if other risks or uncertainties arise, actual results could differ materially from those expressed in, or implied by, these forward-looking statements. Other factors that could cause actual results to differ materially from the forward-looking statements contained herein are discussed under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s most recent annual report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on March 2, 2020, as updated by the subsequent Form 10-Q and periodic filings with the SEC. The Company’s forward-looking statements speak only as of the date that such statements are made, and the Company undertakes no obligation to update forward-looking statements.
| Item 7.01 | Regulation FD Disclosure. |
On January 12, 2021, the Company issued a press release announcing the Acquisition. A copy of the press release is included as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
The information in this report furnished pursuant to Item 7.01 shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section. It may only be incorporated by reference in another filing under the Exchange Act or the Securities Act if such subsequent filing specifically references the information furnished pursuant to Item 7.01 of this report.
