Full Press Release Details
2021 Annual Meeting of Shareholders
June 21, 2022 Exhibit 99.1
Agenda 2 3 4 1 Call to order Procedural
matters Voting items and results Management presentation 5 Q&A
Forward-Looking Statements This
presentation contains forward-looking statements within the meaning of applicable securities laws, including, but not limited to, statements regarding the Company's future prospects and performance, the Company's plan to separate its eye
health business from the remainder of the Company, and the anticipated impact of the COVID-19 pandemic on the Company and its recovery therefrom. Forward-looking statements may generally be identified by the use of the words "anticipates,"
"expects," "intends," "plans," "should," "could," "would," "may," "believes," "estimates," "potential," "target," or "continue" and variations or similar expressions. These statements are based upon the current expectations and beliefs of management
and are subject to certain risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. These risks and uncertainties include, but are not limited to, the risks and
uncertainties discussed in Bausch Health Companies Inc.'s ("Bausch Health") most recent annual report on Form 10-K and detailed from time to time in the Company's other filings with the U.S. Securities and Exchange Commission
and the Canadian Securities Administrators, which factors are incorporated herein by reference. They also include, but are not limited to, risks and uncertainties relating to the Company's proposed plan to separate its eye health business from
the remainder of the Company, including the expected benefits, costs, timing to complete and terms of the separation transaction, the Company's ability to complete the separation transaction considering the various precedent conditions thereof
(some of which are outside the Company's control, including conditions related to regulatory matters and a possible shareholder vote, if applicable), that market or other conditions are no longer favorable to completing the transaction, that
any shareholder, stock exchange, regulatory or other approval (if required) is not obtained on the terms or timelines anticipated or at all, business disruption during the pendency of or following transaction, diversion of management time on
transaction-related issues, retention of existing management team members, the reaction of customers and other parties to such transaction, the qualification of such transaction as a tax-free transaction for Canadian and/or U.S. federal income tax
purposes (including whether or not an advance ruling from either or both of the Canada Revenue Agency and the Internal Revenue Service will be sought or obtained), potential dissynergy costs between the spun off or separated entity and the remainder
of Bausch Health, the impact of such transaction on relationships with customers, suppliers, employees and other business counterparties, general economic conditions, conditions in the markets Bausch Health is engaged in, behavior of customers,
suppliers and competitors, technological developments and legal and regulatory rules affecting Bausch Health's business. In particular, the Company can offer no assurance that any spinoff or other separation transaction will occur at all, or
that any such transaction will occur on the terms and timelines anticipated by the Company. They also include, but are not limited to, risks and uncertainties caused by or relating to the evolving COVID-19 pandemic, the fear of that pandemic, the
availability and effectiveness of vaccines for COVID-19, and the potential effects of that pandemic, the severity, duration and future impact of which are highly uncertain and cannot be predicted, and which may have a material adverse impact on the
Company, including but not limited to its supply chain, third party suppliers, project development timelines, and costs (which may increase) and revenue and margins (both of which may decrease). They also include, but are not limited to, risk and
uncertainties caused by shareholder activism by our existing or future investors, including the distraction of our management and employees caused by such shareholder activism, the time, resources and costs expended in connection with such
shareholder activism and the impact of such shareholder activism on our business plans and strategies and our ability to effectively implement such plans and strategies. Readers are cautioned not to place undue reliance on any of these
forward-looking statements. These forward-looking statements speak only as of the date hereof and the Company undertakes no obligation to update any of these forward-looking statements to reflect events or circumstances after the date of this
presentation or to reflect actual outcomes, unless required by law.
Non-GAAP Information To supplement the
financial measures prepared in accordance with U.S. generally accepted accounting principles (GAAP), the Company uses certain non-GAAP financial measures, including Adjusted EBITDA. Management uses non-GAAP measures as key metrics in the evaluation
of company performance and the consolidated financial results and, in part, in the determination of cash bonuses for its executive officers. The Company believes non-GAAP measures are useful to investors in their assessment of our operating
performance and the valuation of our Company. In addition, non-GAAP measures address questions the Company routinely receives from analysts and investors and, in order to assure that all investors have access to similar data, the Company has
determined that it is appropriate to make this data available to all investors. However, non-GAAP measures are not prepared in accordance with GAAP nor do they have any standardized meaning under GAAP. In addition, other companies may use similarly
titled non-GAAP financial measures that are calculated differently from the way we calculate such measures. Accordingly, our non-GAAP financial measures may not be comparable to similar non-GAAP measures. We caution investors not to place undue
reliance on such non-GAAP measures, but instead to consider them with the most directly comparable GAAP measures. Non-GAAP financial measures have limitations as analytical tools and should not be considered in isolation. They should be considered
as a supplement to, not a substitute for, or superior to, the corresponding measures calculated in accordance with GAAP.
2022 Voting Items Joseph C. Papa,
Chairman of Bausch Health Seana Carson, General Counsel of Bausch Health
1 2 3 4 Voting Items Proposal 1:
Election of directors Thomas J. Appio1 Richard U. De Schutter Brett Icahn Dr. Argeris (Jerry) N. Karabelas2 Sarah B. Kavanagh3 Richard Mulligan, PhD4 Steven D. Miller Joseph C. Papa5 Robert N. Power6 Russel C. Robertson7 Thomas W. Ross, Sr.8 Amy B.
Wechsler, MD Proposal 2: Advisory vote on executive compensation Proposal 3: Increase the number of common shares authorized for the Company's Amendment and Restated 2014 Omnibus Incentive Plan Proposal 4: Appoint PricewaterhouseCoopers LLP as
independent auditor 1. Chief Executive Officer, Bausch Health 2. Chairperson, Talent and Compensation Committee 3. Chairperson, Finance and Transactions Committee 4. Chairperson, Science and Technology Committee 5. Chairman, Bausch Health and
Chairman and Chief Executive Officer, Bausch + Lomb 6. Chairperson, Nominating and Corporate Governance Committee and Chairman-Designate (upon separation) 7. Chairperson, Audit and Risk Committee 8. Chairperson, Lead Independent Director
2021 Review Thomas J. Appio, Chief
Executive Officer of Bausch Health
2021 Summary Revenues 2021 reported
revenue growth +5% vs 2020 2021 organic revenue growth1 +6% vs 2020 High single digits for Salix, Int'l and B+L, double digit for Solta Growth from commercial execution and new products as well as post-COVID recovery Balance sheet Strong cash
flow from operations and proceeds from divestiture Debt paydown of $1.3B in 2021; continued deleverage Profitability FY Adj. EBITDA margin1 41%, +10 bps vs 2020 Normalizing sales and marketing spend, R&D Highlights Rifaximin SSD (solid soluble
dispersion) and Red-C (reduction of cirrhosis) IDP-126 (combination acne) NDA expected 4Q22 BLCO: US launch of XIPERE (macular edema) Progress towards BLCO IPO 1. Non-GAAP measure. See the Appendix for further information on non-GAAP measures and
Impact on the World Today More than 150
million people around the world use a Bausch Health product
Bausch Pharma2 + Solta Overview of
Bausch Health 45% of total, +10% reported/ +9% organic growth1 in 2021 ~89% owned by Bausch Health, opportunistically monetize an additional ~8% of B+L equity (lock-up period expires mid-Sept) Future spin-off subject to 6.5-6.7x net leverage of
pro-forma BHC3 Strategy: grow in large durable markets, driven by new products, focus on megatrends and M&A Non-GAAP measure. See appendix for further information on definition and reconciliation of non-GAAP measures. Bausch Health, excluding
Solta Medical and BAUSCH + LOMB is referred to as "Bausch Pharma". Subject to market conditions, shareholder, regulatory, stock exchange and other approvals and other factors. Average unlevered adjusted free cash flow conversion
(non-GAAP) for the three-year period ended December 31, 2021. Bausch Pharma + Solta: 55% of total, +1% reported/ +3% organic growth1 in 2021 80%+ unlevered adjusted free cash flow conversion1,4 capability to support future debt reduction Strategy:
accelerate growth in Salix and International Pharmaceuticals; increase product pipeline through R&D/ BD; drive customer adoption of Solta through brand awareness, geographic expansion
Approach for Future Spin-off of
Bausch + Lomb PHASE 1: Announcement and Preparations Aug. 2020 - May 2022 Financial segmentation / reporting changes Leadership appointments Other preparations and planning for B+L IPO PHASE 2: B+L Initial Public Offering May 2022 B+L began
operating separately, but still as a majority Bausch Health-owned entity Working towards requirement for a target net leverage ratio (~6.5x-6.7x) PHASE 3: Future Spin-Off of B+L Timing TBD Contingent on achieving target leverage Flexibility to
monetize ~8% of BLCO Future distribution of remaining shares of BLCO to existing Bausch Health shareholders TODAY
2022 Priorities Accelerate growth
engines of Salix and International Pharmaceuticals Stabilize key cash generating businesses of Derm, Neuro & Generics Recovery of procedures in Asia Pacific, availability of inventory, and expansion will support Solta growth Growth Drive
operational excellence in revenue and cost management to optimize profitability Achieve timelines and budgets for key R&D projects Increase size, breadth, and depth of product pipeline through R&D and strategic BD investments Establish high
performance, energized culture with a sense of urgency, ownership, and accountability Develop robust talent acquisition & development program that supports diversity, equity and inclusion Build fit-for-purpose organization with new thinking and
capabilities with cost discipline focus Utilize cash generated from operations to improve leverage Flexibility to monetize additional Bausch + Lomb equity (~8%) Drive towards target net leverage ratios ~6.5x-6.7x Focus Performance Unlocking Value
Non-GAAP Appendix Description of
Non-GAAP Financial Measures To supplement the financial measures prepared in accordance with U.S. generally accepted accounting principles (GAAP), the Company uses certain non-GAAP financial measures. These measures do not have any standardized
meaning under GAAP and other companies may use similarly titled non-GAAP financial measures that are calculated differently from the way we calculate such measures. Accordingly, our non-GAAP financial measures may not be comparable to similar
non-GAAP measures of other issuers. We caution investors not to place undue reliance on such non-GAAP measures, but instead to consider them with the most directly comparable GAAP measures. Non-GAAP financial measures have limitations as analytical
tools and should not be considered in isolation. They should be considered as a supplement to, not a substitute for, or superior to, the corresponding measures calculated in accordance with GAAP. Adjusted EBITDA Adjusted EBITDA (non-GAAP) is GAAP
net income (loss) attributable to Bausch Health Companies Inc. (its most directly comparable GAAP financial measure) adjusted for interest expense, net, (benefit from) provision for income taxes, depreciation and amortization and certain other
items, as further described below. Management believes that Adjusted EBITDA (non-GAAP), along with the GAAP measures used by management, most appropriately reflect how the Company measures the business internally and sets operational goals and
incentives. In particular, the Company believes that Adjusted EBITDA (non-GAAP) focuses management on the Company's underlying operational results and business performance. As a result, the Company uses Adjusted EBITDA (non-GAAP) both to
assess the actual financial performance of the Company and to forecast future results as part of its guidance. Management believes Adjusted EBITDA (non-GAAP) is a useful measure to evaluate current performance. Adjusted EBITDA (non-GAAP) is intended
to show our unleveraged, pre-tax operating results and therefore reflects our financial performance based on operational factors. In addition, cash bonuses for the Company's executive officers and other key employees are based, in part, on the
achievement of certain Adjusted EBITDA (non-GAAP) targets. Adjusted EBITDA (non-GAAP) is net income (loss) attributable to the Company (its most directly comparable GAAP financial measure) adjusted for interest expense, net, (benefit from) provision
for income taxes, depreciation and amortization and the following items: Restructuring and integration costs: The Company has incurred restructuring costs as it implemented certain strategies, which involved, among other things, improvements to its
infrastructure and operations, internal reorganizations and impacts from the divestiture of assets and businesses. With regard to infrastructure and operational improvements which the Company has taken to improve efficiencies in the businesses and
facilities, these tend to be costs intended to right size the business or organization that fluctuate significantly between periods in amount, size and timing, depending on the improvement project, reorganization or transaction. The Company believes
that the adjustments of these items provide supplemental information with regard to the sustainability of the Company's operating performance, allow for a comparison of the financial results to historical operations and forward-looking guidance and,
as a result, provide useful supplemental information to investors. Asset Impairments, including loss on assets held for sale: The Company has excluded the impact of impairments of finite-lived and indefinite-lived intangible assets, as well as
impairments of assets held for sale, as such amounts are inconsistent in amount and frequency and are significantly impacted by the timing and/or size of acquisitions and divestitures. The Company believes that the adjustments of these items
correlate with the sustainability of the Company's operating performance. Although the Company excludes impairments of intangible assets and assets held for sale from measuring the performance of the Company and the business, the Company
believes that it is important for investors to understand that intangible assets contribute to revenue generation. Goodwill Impairments: The Company excludes the impact of goodwill impairments. When the Company has made acquisitions where the
consideration paid was in excess of the fair value of the net assets acquired, the remaining purchase price is recorded as goodwill. For assets that we developed ourselves, no goodwill is recorded. Goodwill is not amortized but is tested for
impairment. The amount of goodwill impairment is measured as the excess of a reporting unit's carrying value over its fair value. Management excludes these charges in measuring the performance of the Company and the business.
Non-GAAP Appendix Share-based
Compensation: The Company has excluded costs relating to share-based compensation. The Company believes that the exclusion of share-based compensation expense assists investors in the comparisons of operating results to peer companies. Share-based
compensation expense can vary significantly based on the timing, size and nature of awards granted. Acquisition-related costs and adjustments excluding amortization of intangible assets: The Company has excluded the impact of acquisition-related
contingent consideration non-cash adjustments due to the inherent uncertainty and volatility associated with such amounts based on changes in assumptions with respect to fair value estimates, and the amount and frequency of such adjustments is not
consistent and is significantly impacted by the timing and size of the Company's acquisitions, as well as the nature of the agreed-upon consideration. In addition, the Company excludes the impact of acquisition-related costs and fair value inventory
step-up resulting from acquisitions as the amounts and frequency of such costs and adjustments are not consistent and are impacted by the timing and size of its acquisitions. There were no acquisition-related costs or fair value inventory step-up
for the periods presented. Loss on extinguishment of debt: The Company has excluded loss on extinguishment of debt as this represents a cost of refinancing our existing debt and is not a reflection of our operations for the period. Further, the
amount and frequency of such charges are not consistent and are significantly impacted by the timing and size of debt financing transactions and other factors in the debt market out of management's control. Separation and IPO costs and
separation-related and IPO-related costs: The Company has excluded certain costs incurred in connection with activities taken to: (i) separate the eye-health and the Solta aesthetic medical device businesses from the remainder of the Company and
(ii) register the eye-health and the Solta aesthetic medical device businesses as independent publicly traded entities. Separation and IPO costs are incremental costs directly related to effectuating the separation of the eye-health business and the
initial public offering ("IPO") of the Solta aesthetic medical device business (the "Solta IPO") and include, but are not limited to, legal, audit and advisory fees, talent acquisition costs and costs associated with
establishing a new board of directors and related board committees. Separation-related and IPO-related costs are incremental costs indirectly related to the separation of the eye-health business and the Solta IPO and include, but are not limited to,
IT infrastructure and software licensing costs, rebranding costs and costs associated with facility relocation and/or modification. As these costs arise from events outside of the ordinary course of continuing operations, the Company believes that
the adjustments of these items provide supplemental information with regard to the sustainability of the Company's operating performance, allow for a comparison of the financial results to historical operations and forward-looking guidance
and, as a result, provide useful supplemental information to investors. Other Non-GAAP Charges: The Company has excluded certain other amounts, including legal and other professional fees incurred in connection with legal and governmental
proceedings, investigations and information requests regarding certain of our legacy distribution, marketing, pricing, disclosure and accounting practices, litigation and other matters, and net gain on sales of assets. The Company has also excluded