Catalent, Inc. Reports Third Quarter Fiscal 2024 Results

• Q3'24 net revenue of $1.07 billion increased 4% as reported, or 3% in constant currency⁽¹⁾, compared to Q3'23.
• Q3'24 net revenue, excluding COVID-related revenue of ~$120 million in Q3'23 and ~$60 million in Q3'24, increased 11% compared to Q3'23.
• Q3'24 net loss of $(101) million compared to $(227) million of net loss in Q3'23.
• Q3'24 Adjusted EBITDA⁽¹⁾ of $163 million increased 55% as reported, or 53% in constant currency, compared to Q3'23.

⁽¹⁾ See "Non-GAAP Financial Measures" below and the GAAP to non-GAAP reconciliation provided later in this release.

Catalent, Inc. (NYSE:CTLT) ("Catalent"), the leader in enabling the development and supply of better treatments for patients worldwide, today announced financial results for the third quarter of fiscal 2024, which ended March 31, 2024.

"I am pleased to report that in the fiscal third quarter Catalent returned to growth, including double-digit non-COVID year-on-year revenue growth. We also continued our momentum in both the Biologics segment and the Pharma and Consumer Health segment, which drove an increase in consolidated sequential revenue and adjusted EBITDA margin for the second consecutive quarter, as we continue to make progress toward our near-term margin objectives. Additionally, we achieved record third quarter non-COVID customer wins, and our non-COVID customer wins in the first three quarters of the fiscal year increased double digits over the prior year. This momentum reflects the value of our diverse portfolio to our customers and supports our expectations for continued future growth," said Alessandro Maselli, President and Chief Executive Officer of Catalent, Inc.

Commenting on Catalent's pending transaction with Novo Holdings A/S ("Novo Holdings"), which is expected to close towards the end of calendar year 2024, subject to customary closing conditions, Mr. Maselli said, "Catalent will remain a leading global service provider to the biotech and pharmaceutical industries following the completion of the transaction with Novo Holdings, a world-class investment firm focused on life sciences. Under private ownership, we will benefit from access to additional capital and resources to provide enhanced service for the benefit of customers and patients. Catalent is a patient-first organization with a mission to develop, manufacture and supply products that help people live better and healthier lives – and this will remain our top priority."

Third Quarter 2024 Consolidated Results

Net revenue of $1.07 billion increased 4% as reported, or 3% in constant currency⁽¹⁾, from the $1.04 billion reported for the third quarter a year ago. Overall organic net revenue (i.e., excluding the effect of acquisitions, divestitures, and currency translation) increased by 3% over the same period.

Net loss was $(101) million, or $(0.56) per basic and diluted share, compared to net loss of $(227) million, or $(1.26) per basic and diluted share, in the third quarter a year ago.

EBITDA from operations⁽¹⁾ was $105 million, an increase of $230 million from the EBITDA (loss) from operations⁽¹⁾ of $(125) million reported in the third quarter a year ago. Third quarter fiscal 2024 Adjusted EBITDA⁽¹⁾ was $163 million, or 15.1% of net revenue, compared to $105 million, or 10.1% of net revenue, in the third quarter a year ago. This represents an increase of 55% as reported and an increase of 53% on a constant-currency basis, compared to the fiscal 2023 period.

Adjusted Net Loss⁽¹⁾ was $(10) million, or $(0.06) per diluted share, compared to Adjusted Net Loss⁽¹⁾ of $(17) million, or $(0.09) per diluted share, in the third quarter a year ago.

⁽¹⁾ See "Non-GAAP Financial Measures" below and the GAAP to non-GAAP reconciliation provided later in this release.

Third Quarter 2024 Segment Review

Segment Net Revenue as a % of Total Net Revenue

Balance Sheet and Liquidity

As of March 31, 2024, Catalent had $4.98 billion in total debt, and $4.82 billion in total debt net of cash, cash equivalents, and marketable securities, compared to $4.78 billion in total net debt as of December 31, 2023. Catalent's total available liquidity as of March 31, 2024 was approximately $1.3 billion.

Catalent's ratio of First Lien Debt over LTM Adjusted EBITDA was 4.4x at March 31, 2024. Catalent's senior secured credit agreement requires that this ratio remain below 6.5x.

Catalent's net leverage ratio⁽¹⁾ as of March 31, 2024 was 9.3x, compared to 10.3x at December 31, 2023 and 4.9x as of March 31, 2023.

⁽¹⁾ See "Non-GAAP Financial Measures" below and the GAAP to non-GAAP reconciliation provided later in this release.

Previously Announced Merger Agreement with Novo Holdings

On February 5, 2024, Catalent announced that it entered into a merger agreement pursuant to which Novo Holdings, a leading international life science and health care investor, will acquire Catalent in an all-cash transaction that values Catalent at $16.5 billion on an enterprise value basis. The transaction is expected to close towards the end of calendar year 2024, subject to customary closing conditions, including approval by Catalent stockholders and receipt of required regulatory approvals. The transaction is not subject to any financing contingency.

In light of the pending transaction with Novo Holdings, and as is customary during the pendency of such transactions, Catalent will not host an earnings conference call and no longer provides forward-looking guidance.

About Catalent, Inc.

Catalent, Inc. (NYSE:CTLT), is the global leader in enabling pharma, biotech, and consumer health partners to optimize product development, launch, and full life-cycle supply for patients around the world. With broad and deep scale and expertise in development sciences, delivery technologies, and multi-modality manufacturing, Catalent is a preferred industry partner for personalized medicines, consumer health brand extensions, and blockbuster drugs. Catalent helps accelerate over 1,500 partner programs and launch over 150 new products every year. Its flexible manufacturing platforms at over 50 global sites supply approximately 70 billion doses of nearly 8,000 products annually. Catalent's expert workforce of nearly 18,000 includes more than 3,000 scientists and technicians. Headquartered in Somerset, New Jersey, the company generated nearly $4.3 billion in revenue in its 2023 fiscal year. For more information, visit www.catalent.com.

Non-GAAP Financial Measures

Use of EBITDA from operations, Adjusted EBITDA, Adjusted Net Income and Segment EBITDA

Management measures operating performance based on consolidated earnings from operations before interest expense, expense (benefit) for income taxes, and depreciation and amortization, adjusted for the income or loss attributable to non-controlling interests ("EBITDA from operations"). EBITDA from operations is not defined under U.S. GAAP, is not a measure of operating income, operating performance, or liquidity presented in accordance with U.S. GAAP, and is subject to important limitations.

Catalent believes that the presentation of EBITDA from operations enhances an investor's understanding of its financial performance. Catalent believes this measure is a useful financial metric to assess its operating performance across periods by excluding certain items that it believes are not representative of its core business and uses this measure for business planning purposes.

In addition, given the significant investments that Catalent has made in the past in property, plant and equipment, depreciation and amortization expenses represent a meaningful portion of its cost structure. Catalent believes that EBITDA from operations will provide investors with a useful tool for assessing the comparability between periods of Catalent's ability to generate cash from operations sufficient to pay taxes, to service debt and to undertake capital expenditures because it eliminates depreciation and amortization expense. Catalent presents EBITDA from operations in order to provide supplemental information that it considers relevant for the readers of its consolidated financial statements, and such information is not meant to replace or supersede U.S. GAAP measures. Catalent's definition of EBITDA from operations may not be the same as similarly titled measures used by other companies.

Catalent evaluates the performance of its segments based on segment earnings before non-controlling interest, other (income) expense, impairments, restructuring costs, interest expense, income tax expense (benefit), and depreciation and amortization ("segment EBITDA"). Moreover, under Catalent's credit agreement, its ability to engage in certain activities, such as incurring certain additional indebtedness, making certain investments and paying certain dividends, is tied to ratios based on Adjusted EBITDA, which is not defined under U.S. GAAP, is not a measure of operating income, operating performance, or liquidity presented in accordance with U.S. GAAP, and is subject to important limitations. Adjusted EBITDA is the covenant compliance measure used in the credit agreement governing debt incurrence and restricted payments. Because not all companies use identical calculations, Catalent's presentation of Adjusted EBITDA may not be comparable to similarly titled measures of other companies.

Management also measures operating performance based on Adjusted Net Income and Adjusted Net Income per share. Adjusted Net Income is not defined under U.S. GAAP, is not a measure of operating income, operating performance, or liquidity presented in accordance with U.S. GAAP and is subject to important limitations. Catalent believes that the presentation of Adjusted Net Income and Adjusted Net Income per share enhances an investor's understanding of its financial performance. Catalent believes these measures are a useful financial metric to assess its operating performance across periods by excluding certain items that it believes are not representative of its core business and Catalent uses these measures for business planning purposes. Catalent defines Adjusted Net Income as net earnings adjusted for amortization attributable to purchase accounting and adjustments for other cash and non-cash items included in the table below, partially offset by its estimate of the tax effects of such cash and non-cash items. Catalent believes that Adjusted Net Income and Adjusted Net Income per share provides investors with a useful tool for assessing the comparability between periods of its ability to generate cash from operations available to its stockholders. Catalent's definition of Adjusted Net Income may not be the same as similarly titled measures used by other companies. Adjusted Net Income per share is computed by dividing Adjusted Net Income by the weighted average diluted shares outstanding.

The most directly comparable U.S. GAAP measure to EBITDA from operations, Adjusted EBITDA, and Adjusted Net Income is net earnings. Included in this release is a reconciliation of net earnings to EBITDA from operations, Adjusted EBITDA and Adjusted Net Income.

Catalent does not provide a reconciliation of forward-looking non-GAAP financial measures to their comparable U.S. GAAP financial measures because it could not do so without unreasonable effort due to the unavailability of the information needed to calculate reconciling items and due to the variability, complexity and limited visibility of the adjusting items that would be excluded from the non-GAAP financial measures in future periods. When planning, forecasting, and analyzing future periods, Catalent does so primarily on a non-GAAP basis without preparing a U.S. GAAP analysis as that would require estimates for various cash and non-cash reconciling items that would be difficult to predict with reasonable accuracy. For example, equity compensation expense would be difficult to estimate because it depends on Catalent's future hiring and retention needs, as well as the future fair market value of its common stock, all of which are difficult to predict and subject to constant change. It is equally difficult to anticipate the need for or magnitude of a presently unforeseen one-time restructuring expense or the values of end-of-period foreign currency exchange rates. As a result, Catalent does not believe that a U.S. GAAP reconciliation would provide meaningful supplemental information about its outlook.

Use of Constant Currency

As changes in exchange rates are an important factor in understanding period-to-period comparisons, Catalent believes the presentation of results on a constant-currency basis in addition to reported results helps improve investors' ability to understand its operating results and evaluate its performance in comparison to prior periods. Constant-currency information compares results between periods as if exchange rates had remained constant period over period. Catalent uses results on a constant-currency basis as one measure to evaluate its performance. Catalent calculates constant currency by calculating current-year results using prior-year foreign currency exchange rates. Catalent generally refers to such amounts calculated on a constant-currency basis as excluding the impact of foreign exchange or being on a constant-currency basis. These results should be considered in addition to, not as a substitute for, results reported in accordance with U.S. GAAP. Results on a constant-currency basis, as Catalent presents them, may not be comparable to similarly titled measures used by other companies and are not measures of performance presented in accordance with U.S. GAAP.

Forward-Looking Statements

This release contains both historical and forward-looking statements and guidance. All statements other than statements of historical fact, are, or may be deemed to be, forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements generally can be identified by the use of statements that include phrases such as "believe," "expect," "anticipate," "intend," "estimate," "plan," "project," "predict," "hope," "foresee," "likely," "may," "could," "target," "will," "would," or other words or phrases with similar meanings. Similarly, statements that describe Catalent's objectives, plans, or goals are, or may be, forward-looking statements. These statements are based on current expectations of future events. If underlying assumptions prove inaccurate or unknown risks or uncertainties materialize, actual results could vary materially from Catalent's expectations, projections, and guidance. Some of the factors that could cause actual results to differ include, but are not limited to, the following: the completion of Catalent's closing procedures, including without limitation its evaluation of the effectiveness of its internal controls over financial reporting; Catalent's ability to resolve productivity issues at three of its manufacturing facilities, the impact of such issues on product made at these facilities, the timing of recovering unproduced batches and resumption of normal activities at these facilities, and the impact of such issues on Catalent's results of operations and financial condition; the declining demand for various vaccines and treatments for the SARS-Co-V-2 strain of coronavirus and its variants ("COVID-19") from both patients and governments around the world may affect sales of the COVID-19 products Catalent manufactures; participation in a highly competitive market and increased competition that may adversely affect Catalent's business; demand for its offerings, which depends in part on its customers' research and development and the clinical and market success of their products; product and other liability risks that could adversely affect Catalent's results of operations, financial condition, liquidity and cash flows; failure to comply with existing and future regulatory requirements; failure to provide quality offerings to customers could have an adverse effect on Catalent's business and subject it to regulatory actions and costly litigation; problems providing the highly exacting and complex services or support required; global economic, political and regulatory risks to Catalent's operations, including risks from inflation, disruptions to global supply chains, or from the Ukrainian-Russian war; inability to enhance existing or introduce new technology or service offerings in a timely manner; inadequate patents, copyrights, trademarks and other forms of intellectual property protections; fluctuations in the costs, availability, and suitability of the components of the products Catalent manufactures, including active pharmaceutical ingredients, excipients, purchased components and raw materials; changes in market access or healthcare reimbursement in the United States or internationally; fluctuations in the exchange rate of the U.S. dollar against other currencies; adverse tax legislative or regulatory initiatives or challenges or adjustments to Catalent's tax positions; loss of key personnel; risks generally associated with information systems; inability to complete any future acquisition or other transaction that may complement or expand its business or divest of non-strategic businesses or assets and difficulties in successfully integrating acquired businesses and realizing anticipated benefits of such acquisitions; risks associated with timely and successfully completing, and correctly anticipating the future demand predicted for, capital expansion projects at existing facilities; offerings and customers' products that may infringe on the intellectual property rights of third parties; environmental, health, and safety laws and regulations, which could increase costs and restrict operations; labor and employment laws and regulations or labor difficulties, which could increase costs or result in operational disruptions; additional cash contributions required to fund Catalent's existing pension plans; substantial leverage that may limit its ability to raise additional capital to fund operations and react to changes in the economy or in the industry; exposure to interest-rate risk to the extent of its variable-rate debt preventing it from meeting its obligations under its indebtedness; and the impact of and risks related to impairment losses with respect to goodwill or other assets and the possibility that we may incur additional impairment charges, including at Catalent's Biomodalities and Consumer Health reporting units.

Important risk factors relating to the pending merger of Catalent with an affiliate of Novo Holdings (the "Merger") that also may cause a difference between actual results and forward-looking statements include, but are not limited to: (i) the completion of the Merger on anticipated terms and timing, including obtaining required Catalent stockholder approval and antitrust and other regulatory approvals and clearances, and the satisfaction of other conditions to the completion of the Merger; (ii) potential litigation relating to the Merger that could be instituted by or against Catalent, Novo Holdings or their respective affiliates, directors or officers, including the effects of any outcomes related thereto; (iii) the risk that disruptions from the Merger will harm Catalent's business, including current plans and operations; (iv) the ability of Catalent to retain and hire key personnel; (v) potential adverse reactions or changes to business or governmental relationships resulting from the announcement or completion of the Merger; (vi) continued availability of capital and financing and rating agency actions; (vii) legislative, regulatory and economic developments affecting Catalent's business; (viii) general economic and market developments and conditions; (ix) certain restrictions during the pendency of the Merger that may impact Catalent's ability to pursue certain business opportunities or strategic transactions; (x) unpredictability and severity of catastrophic events, including but not limited to acts of terrorism, pandemics, outbreaks of war or hostilities, as well as Catalent's response to any of the aforementioned factors; (xi) significant transaction costs associated with the Merger; (xii) the possibility that the Merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (xiii) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger, including in circumstances requiring Catalent to pay a termination fee or other expenses; (xiv) competitive responses to the Merger; (xv) Catalent's management response to any of the aforementioned factors; (xvi) the risks and uncertainties pertaining to Catalent's business, including those set forth in Catalent's most recent Annual Report on Form 10-K and Catalent's subsequent Quarterly Reports on Form 10-Q, aas such risk factors may be amended, supplemented or superseded from time to time by other reports filed or furnished by Catalent with the Securities and Exchange Commission ("SEC"); and (xvii) the risks and uncertainties that are described in the definitive proxy statement filed with the SEC on April 15, 2024 (the "Proxy Statement"). These risks, as well as other risks associated with the Merger, are more fully discussed in the Proxy Statement. While the list of factors presented here is, and the list of factors presented in the Proxy Statement is, considered representative, no such list should be considered a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Consequences of material differences in results as compared with those anticipated in the forward-looking statements could include, among other things, actions of governmental authorities, business disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a material impact on Catalent's financial condition, results of operations, credit rating or liquidity.

These forward-looking statements speak only as of the date of this release or as of the date they are made, and Catalent does not undertake to and specifically disclaims any obligation to publicly release the results of any updates or revisions to these forward-looking statements that may be made to reflect future events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

Important Information and Where to Find It

In connection with the Merger, Catalent has filed with the SEC the Proxy Statement. Catalent may also file other documents with the SEC regarding the proposed Merger. This release is not a substitute for the Proxy Statement or any other document that Catalent may file with the SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER AND RELATED MATTERS. Investors and security holders may obtain free copies of the Proxy Statement and other documents that are filed or will be filed with the SEC by Catalent through the website maintained by the SEC at www.sec.gov, Catalent's website at www.catalent.com or by contacting Catalent's Investor Relations Team at:

Catalent, Inc., Investor Relations

14 Schoolhouse Road

Somerset, New Jersey 08873

[email protected]

(732) 537-6325

Participants in the Solicitation

Catalent and certain of its directors, executive officers and other employees may be deemed to be participants in the solicitation of proxies from Catalent's stockholders in connection with the proposed Merger. Additional information regarding the identity of the participants, including a description of their direct or indirect interests, by security holdings or otherwise, are or will be set forth in the Proxy Statement and other materials filed with the SEC in connection with the proposed Merger. Information relating to the foregoing can also be found in Catalent's proxy statement for its 2023 annual meeting of stockholders, which was filed with the SEC on December 15, 2023 (the "Annual Meeting Proxy Statement"). To the extent holdings of securities by potential participants (or the identity of such participants) have changed since the information printed in the Annual Meeting Proxy Statement, such information has been or will be reflected on Catalent's Statements of Change in Ownership on Forms 3 and 4 filed with the SEC. You may obtain free copies of these documents using the sources indicated above.

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