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VALEANT ANNOUNCES FOURTH-QUARTER AND FULL-YEAR 2017 RESULTS
AND PROVIDES 2018 GUIDANCE
LAVAL, Quebec, Feb. 28, 2018 - Valeant Pharmaceuticals International, Inc. (NYSE: VRX and TSX: VRX) ("Valeant" or the "Company" or "we") today announced its fourth-quarter and full-year 2017 financial results.
"2017 was a year of strong progress for Valeant, as we delivered organic growth2 across nearly 75 percent of the Company while significantly reducing our debt and investing in our Bausch + Lomb, Salix and Ortho Dermatologics businesses," said Joseph C. Papa, chairman and CEO, Valeant.
"Since the end of the first quarter of 2016, we've reduced our total debt by more than 20 percent, and we will continue to address our debt, as well as reduce expenses. Additionally, we're committed to growth through strategic investment in our core businesses, key products and late-stage pipeline. Altogether, these will get us to the final phase of our strategic plan - the transformation of Valeant," Mr. Papa continued.
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1 Please see the tables at the end of this news release for a reconciliation of this and other non-GAAP measures to the nearest comparable GAAP measure.
2 Organic growth, a non-GAAP metric, is defined as an increase on a period-over-period basis in revenues on a constant currency basis (if applicable) excluding the impact of recent acquisitions, divestitures and discontinuations.
Executing on Core Businesses
Launching New Products and Advancing Pipeline
Reducing Debt, Extending Maturities and Resolving Legacy Issues
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Fourth-Quarter and Full-Year Revenue Performance
Total revenues were $2.163 billion for the fourth quarter of 2017, as compared to $2.403 billion in the fourth quarter of 2016, a decrease of $240 million, or 10%.
Total revenues were $8.724 billion for the full year of 2017, as compared to $9.674 billion for the full year of 2016, a decrease of $950 million, or 10%. The decline was primarily driven by the impact of divestitures, and lower volumes in the U.S. Diversified Products segment, attributed to the previously reported loss of exclusivity for a basket of products, and the Ortho Dermatologics business. Revenues were also negatively affected by the unfavorable impact of foreign exchange. The decline was partially offset by higher volumes in our Bausch + Lomb/International segment, primarily the U.S. Consumer Products business, and increased international pricing in our Bausch + Lomb/International segment.
Revenues by segment were as follows:
| (in millions) | 4Q 2017 | 4Q 2016 | Reported Change | Reported Change | Change at Constant Currency 4 | Organic 2 Change | |||||||||
| Segment | |||||||||||||||
| Bausch + Lomb/International | $1,226 | $1,261 | ($35) | (3 | %) | (5 | %) | 4 | % | ||||||
| Branded Rx | $602 | $744 | ($142) | (19 | %) | (19 | %) | (8 | %) | ||||||
| U.S. Diversified Products | $335 | $398 | ($63) | (16 | %) | (16 | %) | (12 | %) | ||||||
| Total Revenues | $2,163 | $2,403 | ($240) | (10 | %) | (11 | %) | (2 | %) |
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4 To assist investors in evaluating the Company's performance, we have adjusted for changes in foreign currency exchange rates. Change at constant currency, a non-GAAP metric, is determined by comparing 2017 reported amounts adjusted to exclude currency impact, calculated using 2016 monthly average exchange rates, to the actual 2016 reported amounts.
| (in millions) | FY 2017 | FY 2016 | Reported Change | Reported Change | Change at Constant Currency 4 | Organic 2 Change | |||||||||
| Segment | |||||||||||||||
| Bausch + Lomb/International | $4,871 | $4,927 | ($56) | (1 | %) | - | % | 6 | % | ||||||
| Branded Rx | $2,475 | $2,828 | ($353) | (12 | %) | (12 | %) | (6 | %) | ||||||
| U.S. Diversified Products | $1,378 | $1,919 | ($541) | (28 | %) | (28 | %) | (27 | %) | ||||||
| Total Revenues | $8,724 | $9,674 | ($950) | (10 | %) | (9 | %) | (4 | %) |
Bausch + Lomb/International Segment
Bausch + Lomb/International segment revenues were $1.226 billion for the fourth quarter of 2017, as compared to $1.261 billion for the fourth quarter of 2016, a decrease of $35 million, or 3%. Excluding the impact of divestitures and foreign exchange, the Bausch + Lomb/International segment grew organically2 by approximately 4% compared to the fourth quarter of 2016.
Bausch + Lomb/International segment revenues were $4.871 billion for the full year of 2017, as compared to $4.927 billion for the full year of 2016, a decrease of $56 million, or 1%. Excluding the impact of divestitures of $240 million, primarily the skin care divestiture5, and foreign exchange, the Bausch + Lomb/International segment grew organically2 by approximately 6% compared to the full year of 2016, driven primarily by our International Rx, Global Consumer and Global Vision Care businesses.
Branded Rx segment revenues were $602 million for the fourth quarter of 2017, as compared to $744 million for the fourth quarter of 2016, a decrease of $142 million, or 19%. The Salix business grew revenue by 3% and generated organic growth2 of 5% compared to the fourth quarter of 2016.
Branded Rx segment revenues were $2.475 billion for the full year of 2017, as compared to $2.828 billion for the full year of 2016, a decrease of $353 million, or 12%. The decrease primarily reflects lower volumes in the Ortho Dermatologics business, and the impact of divestitures of $194 million, particularly from the divestiture of Dendreon Pharmaceuticals. Compared to the full year of 2016, the Salix business grew revenue by 2% and generated organic growth2 of 5%.
U.S. Diversified Products Segment
U.S. Diversified Products segment revenues were $335 million for the fourth quarter of 2017, as compared to $398 million for the fourth quarter of 2016, a decrease of $63 million, or 16%.
U.S. Diversified Products segment revenues were $1.378 billion for the full year of 2017, as compared to $1.919 billion for the full year of 2016, a decrease of $541 million, or 28%. The decline was primarily driven by decreases attributed to the previously reported loss of exclusivity for a basket of products.
Operating Income/Loss
Operating loss was $322 million for the fourth quarter of 2017, as compared to an operating income of $150 million for the fourth quarter of 2016, a decrease of $472 million.
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5 In March 2017, Valeant sold the CeraVe , AcneFree and AMBI brands, which had been reported within the Bausch + Lomb/International segment, as part of the skin care divestiture to L'Or al.
Operating income was $102 million for the full year of 2017, as compared to an operating loss of $566 million for the full year of 2016, an improvement of $668 million. The improvement in our operating results for the full year of 2017 reflects gains from divestitures, lower operating expenses, the net decrease in non-cash charges for impairments and net favorable adjustments to acquisition-related contingent consideration. The improvement was partially offset by lower revenues coming from divestitures, the U.S. Diversified Products segment due to the loss of exclusivity for a basket of products, and the Ortho Dermatologics business.
In 2017 the Company recorded an income tax benefit of $4.145 billion, which was primarily attributed to an internal tax reorganization effort, which began in the fourth quarter of 2016 and was completed in the third quarter of 2017, and provisional benefits related to changes under the Tax Cuts and Jobs Act of 2017.
Net income for the fourth quarter of 2017 was $513 million, as compared to a net loss of $515 million for the same period in 2016, an increase of $1.028 billion.
Net income for the full year of 2017 was $2.404 billion, as compared to a net loss of $2.409 billion for the full year of 2016, an improvement of $4.813 billion. The change in net income for the full year of 2017 is mainly attributed to an increase in the benefit from income taxes, as described above.
Adjusted net income (non-GAAP) for the fourth quarter of 2017 was $347 million, as compared to $443 million for the fourth quarter of 2016, a decrease of $96 million. Adjusted net income (non-GAAP) for the full year of 2017 was $1.349 billion, as compared to $1.916 billion for the full year of 2016, a decrease of $567 million.
Cash provided by operating activities was $578 million for the fourth quarter of 2017. Cash provided by operating activities was $2.290 billion for the full year of 2017, as compared to $2.087 billion for the full year of 2016, an increase of $203 million, or 10%. The increase in 2017 was primarily due to improvements in operating expenses and working capital.
GAAP Earnings Per Share (EPS) Diluted for the fourth quarter of 2017 was $1.45, as compared to ($1.47) for the fourth quarter of 2016. GAAP EPS Diluted for the full year of 2017 was $6.83, as compared to ($6.94) for the full year of 2016.
Adjusted EBITDA (non-GAAP)
Adjusted EBITDA (non-GAAP) was $875 million for the fourth quarter of 2017, as compared to $1.047 billion for the fourth quarter of 2016, a decrease of $172 million. Adjusted EBITDA (non-GAAP) was $3.638 billion for the full year of 2017, as compared to $4.305 billion for the full year of 2016, a decrease of $667 million. The decline for the full year of 2017 was primarily driven by lower revenues coming from divestitures, the U.S. Diversified Products segment due to the loss of exclusivity for a basket of products, and the Ortho Dermatologics business. The decline was partially offset by organic growth2 in the Bausch + Lomb/International segment and the Salix business, and improved management of operating expenses.
2018 Financial Outlook
Valeant has provided guidance for the full year of 2018, as follows:
Other than with respect to GAAP Revenues, the Company only provides guidance on a non-GAAP basis. The Company does not provide a reconciliation of forward-looking Adjusted EBITDA (non-GAAP) to GAAP net income (loss), due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliation. In periods where significant acquisitions or divestitures are not expected, the Company believes it might have a basis for forecasting the GAAP equivalent for certain costs, such as amortization, which would otherwise be treated as non-GAAP to calculate projected GAAP net income (loss). However, because other deductions (such as restructuring, gain or loss on extinguishment of debt and litigation and other matters) used to calculate projected net income (loss) vary dramatically based on actual events, the Company is not able to forecast on a GAAP basis with reasonable certainty all deductions needed in order to provide a GAAP calculation of projected net income (loss) at this time. The amount of these deductions may be material and, therefore, could result in projected GAAP net income (loss) being materially less than projected Adjusted EBITDA (non-GAAP).
Additional Highlights
Conference Call Details
| Date: | Wednesday, Feb. 28, 2018 |
| Time: | 8:00 a.m. EST |
| Web cast: | http://ir.valeant.com/events-and-presentations |
| Participant Event Dial-in: | (844) 428-3520 (North America) |
| (409) 767-8386 (International) | |
| Participant Passcode: | 5287247 |
| Replay Dial-in: | (855) 859-2056 (North America) |
| (404) 537-3406 (International) | |
| Replay Passcode: | 5287247 (replay available until April 28, 2018) |
Valeant Pharmaceuticals International, Inc. (NYSE/TSX:VRX) is a multinational specialty pharmaceutical company that develops, manufactures and markets a broad range of pharmaceutical products primarily in the areas of dermatology, gastrointestinal disorders, eye health, neurology and branded generics. More information about Valeant can be found at www.valeant.com.
Forward-looking Statements
This press release contains forward-looking information and statements, within the meaning of applicable securities laws (collectively, "forward-looking statements"), including, but not limited to,
statements regarding Valeant's future prospects and performance including the Company's 2018 full-year guidance, the anticipated approval dates for certain of our products and the final approval of the settlements of the Allergan securities litigation and SOLODYN antitrust litigation. Forward-looking statements may generally be identified by the use of the words "anticipates," "expects," "intends," "plans," "should," "could," "would," "may," "will," "believes," "estimates," "potential," "target," or "continue" and variations or similar expressions. These forward-looking statements, including the Company's full-year guidance, are based upon the current expectations and beliefs of management and are provided for the purpose of providing additional information about such expectations and beliefs and readers are cautioned that these statements may not be appropriate for other purposes. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results and events to differ materially from those described in these forward-looking statements. These risks and uncertainties include, but are not limited to, the risks and uncertainties discussed in the Company's most recent annual and quarterly reports and detailed from time to time in the Company's other filings with the Securities and Exchange Commission and the Canadian Securities Administrators, which risks and uncertainties are incorporated herein by reference. In addition, certain material factors and assumptions have been applied in making these forward-looking statements (including the Company's 2018 full-year guidance), including that the risks and uncertainties outlined above will not cause actual results or events to differ materially from those described in these forward-looking statements, and additional information regarding certain of these material factors and assumptions may also be found in the Company's filings described above. The Company believes that the material factors and assumptions reflected in these forward-looking statements are reasonable, but 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. Valeant undertakes no obligation to update any of these forward-looking statements to reflect events or circumstances after the date of this press release or to reflect actual outcomes, unless required by law.
Non-GAAP Information
Recent Evaluation of Financial Performance Measures
Recently, the Company's new management team undertook an evaluation of how it would measure the financial performance of the Company going forward. As a result of that evaluation, new management identified the following primary financial performance measures for the Company: GAAP Revenues (measure for both guidance and actual results), GAAP Net Income (measure for actual results), Adjusted EBITDA (non-GAAP) (measure for both guidance and actual results) and GAAP Cash Flow from Operations (measure for actual results). These measures were selected as the Company believes that these measures most appropriately reflect how the Company measures the business internally and sets operational goals and incentives.
Use of Non-GAAP Generally
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 (i) Adjusted EBITDA (non-GAAP), (ii) organic growth and (iii) constant currency. As discussed below, we also provide certain information about Adjusted Net Income (non-GAAP) to provide supplemental information to readers. Management uses these 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 these non-GAAP measures are useful to investors in their assessment of our operating performance and the valuation of our Company. In addition, these 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, these 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.
The reconciliations of these historic non-GAAP measures to the most directly comparable financial measures calculated and presented in accordance with GAAP are shown in the tables below. However, as indicated above, for guidance purposes, the Company does not provide reconciliations of projected Adjusted EBITDA (non-GAAP) to projected GAAP net income (loss), due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliations.
Specific Non-GAAP Measures
Adjusted EBITDA (non-GAAP)
Adjusted EBITDA (non-GAAP) is GAAP net income (its most directly comparable GAAP financial measure) adjusted for certain items, as further described below. Management of the Company 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, especially in light of the Company's new strategies. 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, commencing in 2017, 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) reflect adjustments based on the following items:
acquired, they are not a representation of the Company's research and development efforts during the period.
Finally, to the extent not already adjusted for above, Adjusted EBITDA (non-GAAP) reflects adjustments for interest, taxes, depreciation and amortization (EBITDA represents earnings before interest, taxes, depreciation and amortization).
Commencing in 2017, the Company assessed the methodology with which it was calculating these non-GAAP measures and made updates where it deemed appropriate to better reflect the underlying business. As a result, commencing with the first-quarter actual results of 2017, there are certain differences in the calculation of Adjusted EBITDA (non-GAAP) between the current presentation and the historic presentation. In particular, Adjusted EBITDA (non-GAAP) no longer includes adjustments for foreign exchange gain/loss arising from intercompany transactions. For the purposes of the Company's actual results for the full year and fourth quarter of 2016, the Company has calculated and presented Adjusted EBITDA (non-GAAP) using the historic methodologies in place as of the applicable historic dates; however, the Company has also provided a reconciliation that calculates Adjusted EBITDA (non-GAAP) using the new methodology, to allow investors and readers to evaluate Adjusted EBITDA (non-GAAP) on the same basis for the periods presented.
Adjusted Net Income (Loss) (non-GAAP)
Historically, management has used adjusted net income (loss) (non-GAAP) (the most directly comparable GAAP financial measure for which is GAAP net income (loss)) for strategic decision making, forecasting future results and evaluating current performance. This non-GAAP measure excludes the impact of certain items (as further described below) that may obscure trends in the Company's underlying performance. By disclosing this non-GAAP measure, it was management's intention to provide investors with a meaningful, supplemental comparison of the Company's operating results and trends for the periods presented. It was management's belief that this measure was also useful to investors as such measure allowed investors to evaluate the Company's performance using the same tools that management had used to evaluate past performance and prospects for future performance. Accordingly, it was the Company's belief that adjusted net income (loss) (non-GAAP) was useful to investors in their assessment of the Company's operating performance and the valuation of the Company. It is also noted that, in recent periods, our GAAP net income was significantly lower than our adjusted net income (non-GAAP). Commencing in 2017, new management of the Company identified and began using certain new primary financial performance measures to assess Company financial performance. As a result, the Company no longer uses or relies on adjusted net income (loss) (non-GAAP) in assessing the financial performance of the Company. However, a reconciliation of GAAP net income (loss) to adjusted net income (loss) (non-GAAP) is presented in the tables below for the information of readers to provide readers comparable information for prior periods.
In addition to certain of the adjustments described above (namely restructuring and integration costs, acquired in-process research and development costs, loss on extinguishment of debt, asset impairments, acquisition-related adjustments, excluding amortization, and other non-GAAP charges), adjusted net income (non-GAAP) also reflects adjustments based on the following additional items:
future periods until such intangible assets have been fully amortized. Any future acquisitions may result in the amortization of additional intangible assets.
As indicated above, commencing in 2017, the Company assessed the methodology with which it was calculating these non-GAAP measures and made updates where it deemed appropriate to better reflect the underlying business. As a result, commencing with the first-quarter results of 2017, there are certain differences in the calculation of adjusted net income (loss) (non-GAAP) between the current presentation and the historic presentation. In particular, adjusted net income (loss) (non-GAAP) no longer includes foreign exchange gain/loss arising from intercompany transactions and amortization of deferred financing costs and debt discounts. In addition, as of the third quarter of 2016, adjusted net income (loss) (non-GAAP) no longer includes adjustments for the following items: Depreciation resulting from a PP&E step-up resulting from acquisitions and previously accelerated vesting of certain share-based equity adjustments. For the purposes of the Company's actual results for the full year and fourth quarter of 2016, the Company has calculated and presented adjusted net income (loss) (non-GAAP) using the historic methodologies in place as of the applicable historic dates; however, the Company has also provided a reconciliation that calculates adjusted net income (loss) (non-GAAP) using the new methodology, to allow investors and readers to evaluate as adjusted net income (loss) on the same basis for the periods presented.
Organic Growth, a non-GAAP metric, is defined as an increase on a period-over-period basis in revenues on a constant currency basis (if applicable) excluding the impact of recent acquisitions, divestitures and discontinuations.
Organic Growth is growth in GAAP Revenue (its most directly comparable GAAP financial measure) adjusted for certain items, as further described below, of businesses that have been owned for one or more years. The Company uses organic revenue and organic growth to assess performance of its business units and operating and reportable segments, and the Company in total, without the impact of foreign currency exchange fluctuations and recent acquisitions, divestitures and product discontinuations. The Company believes that such measures are useful to investors as it provides a supplemental period-to-period comparison.
Organic revenue growth reflects adjustments for: (i) the impact of period-over-period changes in foreign currency exchange rates on revenues and (ii) the revenues associated with acquisitions, divestitures and discontinuations of businesses divested and/ or discontinued. These adjustments are determined as follows:
current period, revenues attributable to each acquisition for twelve months subsequent to the day of acquisition, as there are no revenues from those businesses and assets included in the comparable prior period. Organic revenue (non-GAAP) growth excludes from the prior period (but not the current period), all revenues attributable to each divestiture and discontinuance during the twelve months prior to the day of divestiture or discontinuance, as there are no revenues from those businesses and assets included in the comparable current period.
Changes in the relative values of non-U.S. currencies to the U.S. dollar may affect the Company's financial results and financial position. To assist investors in evaluating the Company's performance, we have adjusted for foreign currency effects. Constant currency impact is determined by comparing 2017 reported amounts adjusted to exclude currency impact, calculated using 2016 monthly average exchange rates, to the actual 2016 reported amounts.
Please also see the reconciliation tables below for further information as to how these non-GAAP measures are calculated for the periods presented.
FINANCIAL TABLES FOLLOW
| Valeant Pharmaceuticals International, Inc. | Table 1 | |||||||||||||||
| Condensed Consolidated Statements of Operations | ||||||||||||||||
| For the Three and Twelve Months Ended December 31, 2017 and 2016 | ||||||||||||||||
| (unaudited) | ||||||||||||||||
| Three Months Ended | Twelve Months Ended | |||||||||||||||
| December 31, | December 31, | |||||||||||||||
| (in millions) | 2017 | 2016 | 2017 | 2016 | ||||||||||||
| Product sales | $ | 2,133 | $ | 2,368 | $ | 8,595 | $ | 9,536 | ||||||||
| Other revenues | 30 | 35 | 129 | 138 | ||||||||||||
| Total revenues | 2,163 | 2,403 | 8,724 | 9,674 | ||||||||||||
| Cost of goods sold (exclusive of amortization and impairments of intangible assets) | 637 | 655 | 2,506 | 2,572 | ||||||||||||
| Cost of other revenues | 10 | 10 | 42 | 39 | ||||||||||||
| Selling, general and administrative | 639 | 665 | 2,582 | 2,810 | ||||||||||||
| Research and development | 90 | 93 | 361 | 421 | ||||||||||||
| Amortization of intangible assets | 775 | 658 | 2,690 | 2,673 | ||||||||||||
| Goodwill impairments | - | 28 | 312 | 1,077 | ||||||||||||
| Asset impairments | 85 | 28 | 714 | 422 | ||||||||||||
| Restructuring and integration costs | 10 | 54 | 52 | 132 | ||||||||||||
| Acquired in-process research and development costs | - | - | 5 | 34 | ||||||||||||
| Acquisition-related contingent consideration | 8 | (31 | ) | (289 | ) | (13 | ) | |||||||||
| Other expense (income), net | 231 | 93 | (353 | ) | 73 | |||||||||||
| 2,485 | 2,253 | 8,622 | 10,240 | |||||||||||||
| Operating (loss) income | (322 | ) | 150 | 102 | (566 | ) | ||||||||||
| Interest income | 3 | 2 | 12 | 8 | ||||||||||||
| Interest expense | (448 | ) | (467 | ) | (1,840 | ) | (1,836 | ) | ||||||||
| Loss on extinguishment of debt | (57 | ) | - | (122 | ) | - | ||||||||||
| Foreign exchange and other | 20 | (45 | ) | 107 | (41 | ) | ||||||||||
| Loss before (benefit from) provision for income taxes | (804 | ) | (360 | ) | (1,741 | ) | (2,435 | ) | ||||||||
| (Benefit from) provision for income taxes | (1,316 | ) | 152 | (4,145 | ) | (27 | ) | |||||||||
| Net income (loss) | 512 | (512 | ) | 2,404 | (2,408 | ) | ||||||||||
| Less: Net (loss) income attributable to noncontrolling interest | (1 | ) | 3 | - | 1 | |||||||||||
| Net income (loss) attributable to Valeant Pharmaceuticals International, Inc. | $ | 513 | $ | (515 | ) | $ | 2,404 | $ | (2,409 | ) |
| Valeant Pharmaceuticals International, Inc. | Table 2 | |||||||||||||||
| Reconciliation of GAAP Net Income (Loss) to Adjusted Net Income (non-GAAP) | ||||||||||||||||
| For the Three and Twelve Months Ended December 31, 2017 and 2016 | ||||||||||||||||
| (unaudited) | ||||||||||||||||
| Three Months Ended | Twelve Months Ended | |||||||||||||||
| December 31, | December 31, | |||||||||||||||
| (in millions) | 2017 | 2016 | 2017 | 2016 | ||||||||||||
| Net income (loss) attributable to Valeant Pharmaceuticals International, Inc. | $ | 513 | $ | (515 | ) | $ | 2,404 | $ | (2,409 | ) | ||||||
| Non-GAAP adjustments: (a) | ||||||||||||||||
| Acquisition-related adjustments excluding amortization of intangible assets (b)(d) | 8 | (31 | ) | (289 | ) | 33 | ||||||||||
| Amortization of intangible assets | 775 | 658 | 2,690 | 2,673 | ||||||||||||
| Restructuring and integration costs | 10 | 54 | 52 | 132 | ||||||||||||
| Acquired in-process research and development costs | - | - | 5 | 34 | ||||||||||||
| Goodwill impairments | - | 28 | 312 | 1,077 | ||||||||||||
| Asset impairments | 85 | 28 | 714 | 422 | ||||||||||||
| Other non-GAAP adjustments (c)(d) | 237 | 100 | (310 | ) | 208 | |||||||||||
| Amortization of deferred financing costs and debt discounts (d) | - | 29 | - | 118 | ||||||||||||
| Loss on extinguishment of debt | 57 | - | 122 | - | ||||||||||||
| Foreign exchange and other (d) | - | 28 | - | 14 | ||||||||||||
| Tax effect of non-GAAP adjustments | (1,338 | ) | 64 | (4,351 | ) | (386 | ) | |||||||||
| Total non-GAAP adjustments | (166 | ) | 958 | (1,055 | ) | 4,325 | ||||||||||
| Adjusted net income attributable to Valeant Pharmaceuticals International, Inc. (non-GAAP) (as reported) (d) | 347 | 443 | 1,349 | 1,916 | ||||||||||||
| Depreciation resulting from a PP&E step-up resulting from acquisitions | - | - | - | (8 | ) | |||||||||||
| Previously accelerated vesting of certain share-based equity adjustments | - | - | - | (23 | ) | |||||||||||
| Foreign exchange loss on intercompany transactions | - | (28 | ) | - | (14 | ) | ||||||||||
| Amortization of deferred financing costs and debt discounts | - | (29 | ) | - | (118 | ) | ||||||||||
| Adjusted net income attributable to Valeant Pharmaceuticals International, Inc. (non-GAAP) (as revised) (e) | $ | 347 | $ | 386 | $ | 1,349 | $ | 1,753 |
(a) The components of (and further details respecting) each of these non-GAAP adjustments and the financial statement line item to which each component relates can be found on Table 2a.
(b) Due to the nature of Acquisition-related adjustments excluding amortization of intangible assets, the components of this non-GAAP adjustment are reflected in the following financial statement line items: Cost of goods sold, Selling, general and administrative, Research and development and Acquisition-related contingent consideration.
(c) Due to the nature of Other non-GAAP adjustments, the components of this non-GAAP adjustment are reflected in the following financial statement line items: Product sales, Cost of goods sold, Selling, general and administrative, Research and development and Other expense (income), net.
(d) Adjusted net income (non-GAAP) for the three and twelve months ended December 31, 2017 was determined using the methodology for calculating Adjusted net income (non-GAAP) as of December 31, 2017.
(e) As of the third quarter of 2016, Adjusted net income (non-GAAP) no longer includes adjustments for the following items: Depreciation resulting from a PP&E step-up resulting from acquisitions and Previously accelerated vesting of certain share-based equity instruments. Depreciation resulting from a PP&E step-up resulting from acquisitions was a component of Acquisition-related adjustments excluding amortization of intangible assets. Previously accelerated vesting of certain share-based equity instruments was a component of Other non-GAAP adjustments. As of the first quarter of 2017, Adjusted net income (non-GAAP) also no longer includes adjustments for Foreign exchange loss/gain on intercompany transactions and Amortization of deferred financing costs and debt discounts. For the purpose of allowing investors to evaluate Adjusted net income (non-GAAP) on the same basis for the periods presented, these adjustments have been removed from the results for the three and twelve months ended December 31, 2016.
| Valeant Pharmaceuticals International, Inc. | Table 2a | |||||||||||||||
| Reconciliation of GAAP to Non-GAAP Financial Information | ||||||||||||||||
| For the Three and Twelve Months Ended December 31, 2017 and 2016 | ||||||||||||||||
| (unaudited) | ||||||||||||||||
| Three Months Ended | Twelve Months Ended | |||||||||||||||
| December 31, | December 31, | |||||||||||||||
| (in millions) | 2017 | 2016 | 2017 | 2016 | ||||||||||||
| Total revenues reconciliation: | ||||||||||||||||
| GAAP Total revenues | $ | 2,163 | $ | 2,403 | $ | 8,724 | $ | 9,674 | ||||||||
| Philidor Rx Services, LLC sales through deconsolidation as of January 31, 2016 (a) | - | - | - | (2 | ) | |||||||||||
| Adjusted total revenues (non-GAAP) | $ | 2,163 | $ | 2,403 | $ | 8,724 | $ | 9,672 | ||||||||
| Cost of goods sold and Cost of other revenues reconciliation: | ||||||||||||||||
| GAAP Cost of goods sold and Cost of other revenues | $ | 647 | $ | 665 | $ | 2,548 | $ | 2,611 | ||||||||
| % of GAAP Total revenues | 30 | % | 28 | % | 29 | % | 27 | % | ||||||||
| Fair value inventory step-up resulting from acquisitions (b) | - | - | - | (38 | ) | |||||||||||
| Depreciation resulting from a PP&E step-up resulting from acquisitions (b)(j) | - | - | - | (6 | ) | |||||||||||
| Integration related inventory and technology transfer costs (a) | - | 1 | - | (9 | ) | |||||||||||
| Other cost of goods sold (a) | - | - | - | (1 | ) | |||||||||||
| Adjusted cost of goods sold and cost of other revenues (non-GAAP) (j) | $ | 647 | $ | 666 | $ | 2,548 | $ | 2,557 | ||||||||
| % of Non-GAAP total revenues | 30 | % | 28 | % | 29 | % | 26 | % | ||||||||
| Selling, general and administrative reconciliation: | ||||||||||||||||
| GAAP Selling, general and administrative | $ | 639 | $ | 665 | $ | 2,582 | $ | 2,810 | ||||||||
| % of GAAP Total revenues | 30 | % | 28 | % | 30 | % | 29 | % | ||||||||
| Depreciation resulting from a PP&E step-up resulting from acquisitions (b)(j) | - | - | - | (1 | ) | |||||||||||
| CEO termination costs (a) (j) | - | - | - | (35 | ) | |||||||||||
| Legal and other professional fees (a)(k) | (7 | ) | (7 | ) | (44 | ) | (65 | ) | ||||||||
| Accelerated depreciation due to fixed assets write-offs acquired from Salix Pharmaceuticals, Inc. (a) | - | - | - | (7 | ) | |||||||||||
| Philidor Rx Services, LLC expenses through deconsolidation as of January 31, 2016 (a) | - | - | - | (5 | ) | |||||||||||
| Previously accelerated vesting of certain share-based equity instruments (a)(j) | - | - | - | 2 | ||||||||||||
| Other Selling, general and administrative (a) | - | - | - | (1 | ) | |||||||||||
| Adjusted selling, general and administrative (non-GAAP) (j) | $ | 632 | $ | 658 | $ | 2,538 | $ | 2,698 | ||||||||
| % of Non-GAAP total revenues | 29 | % | 27 | % | 29 | % | 28 | % | ||||||||
| Research and development reconciliation: | ||||||||||||||||
| GAAP Research and development | $ | 90 | $ | 93 | $ | 361 | $ | 421 | ||||||||
| % of GAAP Total revenues | 4 | % | 4 | % | 4 | % | 4 | % | ||||||||
| Depreciation resulting from a PP&E step-up resulting from acquisitions (b)(j) | - | - | - | (1 | ) | |||||||||||
| Settlement of certain disputed invoices related to transition services (a) | - | - | - | (16 | ) | |||||||||||
| Adjusted research and development (non-GAAP) | $ | 90 | $ | 93 | $ | 361 | $ | 404 | ||||||||
| % of Non-GAAP total revenues | 4 | % | 4 | % | 4 | % | 4 | % |
| Table 2a (continued) | ||||||||||||||||
| Three Months Ended | Twelve Months Ended | |||||||||||||||
| December 31, | December 31, | |||||||||||||||
| (in millions) | 2017 | 2016 | 2017 | 2016 | ||||||||||||
| Amortization of intangible assets reconciliation: | ||||||||||||||||
| GAAP Amortization of intangible assets | $ | 775 | $ | 658 | $ | 2,690 | $ | 2,673 | ||||||||
| Amortization of intangible assets (c) | (775 | ) | (658 | ) | (2,690 | ) | (2,673 | ) | ||||||||
| Adjusted amortization of intangible assets (non-GAAP) | $ | - | $ | - | $ | - | $ | - | ||||||||
| Goodwill impairment reconciliation: | ||||||||||||||||
| GAAP Goodwill impairment | $ | - | $ | 28 | $ | 312 | $ | 1,077 | ||||||||
| Goodwill impairment | - | (28 | ) | (312 | ) | (1,077 | ) | |||||||||
| Adjusted goodwill impairment (non-GAAP) | $ | - | $ | - | $ | - | $ | - | ||||||||
| Restructuring and integration costs reconciliation: | ||||||||||||||||
| GAAP Restructuring and integration costs | $ | 10 | $ | 54 | $ | 52 | $ | 132 | ||||||||
| Restructuring and integration costs (d) | (10 | ) | (54 | ) | (52 | ) | (132 | ) | ||||||||
| Adjusted restructuring and integration costs (non-GAAP) | $ | - | $ | - | $ | - | $ | - | ||||||||
| Acquired in-process research and development costs reconciliation: | ||||||||||||||||
| GAAP Acquired in-process research and development costs | $ | - | $ | - | $ | 5 | $ | 34 | ||||||||
| Acquired in-process research and development costs (e) | - | - | (5 | ) | (34 | ) | ||||||||||
| Adjusted acquired in-process research and development costs (non-GAAP) | $ | - | $ | - | $ | - | $ | - | ||||||||
| Asset impairments reconciliation: | ||||||||||||||||
| GAAP Asset impairments | $ | 85 | $ | 28 | $ | 714 | $ | 422 | ||||||||
| Asset impairments | (85 | ) | (28 | ) | (714 | ) | (422 | ) | ||||||||
| Adjusted asset impairments (non-GAAP) | $ | - | $ | - | $ | - | $ | - | ||||||||
| Acquisition-related contingent consideration reconciliation: | ||||||||||||||||
| GAAP Acquisition-related contingent consideration | $ | 8 | $ | (31 | ) | $ | (289 | ) | $ | (13 | ) | |||||
| Acquisition-related contingent consideration (b) | (8 | ) | 31 | 289 | 13 | |||||||||||
| Adjusted acquisition-related contingent consideration (non-GAAP) | $ | - | $ | - | $ | - | $ | - | ||||||||
| Other expense (income), net reconciliation: | ||||||||||||||||
| GAAP Other expense (income), net | $ | 231 | $ | 93 | $ | (353 | ) | $ | 73 | |||||||
| Litigation and other matters (a) | (116 | ) | (91 | ) | (227 | ) | (59 | ) | ||||||||
| Net (loss)/gain on sale of assets (a) | (115 | ) | (2 | ) | 580 | 7 | ||||||||||
| Acquisition related transaction costs (a) | - | - | - | (2 | ) | |||||||||||
| Deconsolidation of Philidor (a) | - | - | - | (19 | ) | |||||||||||
| Adjusted other expense (income) (non-GAAP) | $ | - | $ | - | $ | - | $ | - | ||||||||
| Interest expense reconciliation: | ||||||||||||||||
| GAAP Interest expense | $ | (448 | ) | $ | (467 | ) | $ | (1,840 | ) | $ | (1,836 | ) | ||||
| Amortization of debt discounts (f)(j) | - | 24 | - | 99 | ||||||||||||
| Amortization of deferred financing costs (f)(j) | - | 4 | - | 15 | ||||||||||||
| Write-down of deferred financing costs (f)(j) | - | 1 | - | 4 | ||||||||||||
| Adjusted interest expense (non-GAAP) | $ | (448 | ) | $ | (438 | ) | $ | (1,840 | ) | $ | (1,718 | ) | ||||
| Loss on extinguishment of debt reconciliation: | ||||||||||||||||
| GAAP Loss on extinguishment of debt | $ | (57 | ) | $ | - | $ | (122 | ) | $ | - | ||||||
| Loss on extinguishment of debt (g) | 57 | - | 122 | - | ||||||||||||
| Adjusted loss on extinguishment of debt (non-GAAP) | $ | - | $ | - | $ | - | $ | - |
| Table 2a (continued) | ||||||||||||||||
| Three Months Ended | Twelve Months Ended | |||||||||||||||
| December 31, | December 31, | |||||||||||||||
| (in millions) | 2017 | 2016 | 2017 | 2016 | ||||||||||||
| Foreign exchange and other reconciliation: | ||||||||||||||||
| GAAP Foreign exchange and other | $ | 20 | $ | (45 | ) | $ | 107 | $ | (41 | ) | ||||||
| Foreign exchange loss on intercompany transactions (h)(j) | - | 28 | - | 14 | ||||||||||||
| Other (h) | (1 | ) | - | (1 | ) | - | ||||||||||
| Adjusted foreign exchange and other (non-GAAP) | $ | 19 | $ | (17 | ) | $ | 106 | $ | (27 | ) | ||||||
| (Benefit from) provision for income taxes reconciliation: | ||||||||||||||||
| GAAP (Benefit from) provision for income taxes | $ | (1,316 | ) | $ | 152 | $ | (4,145 | ) | $ | (27 | ) | |||||
| Tax effect of non-GAAP adjustments (i) | 1,338 | (64 | ) | 4,351 | 386 | |||||||||||
| Adjusted provision for income taxes (non-GAAP) | $ | 22 | $ | 88 | $ | 206 | $ | 359 |
(a) Represents a component of the non-GAAP adjustment of "Other non-GAAP adjustments" (see Table 2). The identified components, in the aggregate, represent all components of this non-GAAP adjustment.
(b) Represents a component of the non-GAAP adjustment of "Acquisition-related adjustments excluding amortization of intangible assets" (see Table 2). The identified components, in the aggregate, represent all components of this non-GAAP adjustment.
(c) Represents the sole component of the non-GAAP adjustment of "Amortization of intangible assets" (see Table 2).
(d) Represents the sole component of the non-GAAP adjustment of "Restructuring and integration costs" (see Table 2).
(e) Represents the sole component of the non-GAAP adjustment of "Acquired in-process research and development costs" (see Table 2).
(f) Represents a component of the non-GAAP adjustment of "Amortization of deferred financing costs and debt discounts" (see Table 2). The identified components, in the aggregate, represent all components of this non-GAAP adjustment.
(g) Represents the sole component of the non-GAAP adjustment of "Loss on extinguishment of debt" (see Table 2).
(h) Represents a component of the non-GAAP adjustment of "Foreign exchange and other" (see Table 2). The identified components, in the aggregate, represent all components of this non-GAAP adjustment.
(i) Represents the sole component of the non-GAAP adjustment of "Tax effect of non-GAAP adjustments" (see Table 2).