Affinion Group Holdings, Inc. Announces Results For The Third Quarter Ended September 30, 2015

REPORTS $75.5 MILLION IN QUARTERLY ADJUSTED EBITDA AND ADJUSTED LTM EBITDA AT $278.0 MILLION

REAFFIRMS 2015 ADJUSTED EBITDA GUIDANCE

12 Nov, 2015, 08:30 ET from Affinion Group Holdings, Inc.

STAMFORD, Conn., Nov. 12, 2015 /PRNewswire/ -- Affinion Group Holdings, Inc. ("Affinion Holdings" or the "Company"), the global leader in enabling companies to connect and engage with their customers, thereby creating rewarding relationships and enhancing brand loyalty, announced today the financial results for the three month period ended September 30, 2015 (the "third quarter" or "quarter") for itself and selected financial information for its wholly-owned subsidiary, Affinion Group, Inc. ("Affinion").

"We are pleased to report solid results in the third quarter with nearly 5% year-over-year Adjusted EBITDA growth," said Todd Siegel, the Company's Chief Executive Officer.  "We continue to see the benefits of investments in our Global Loyalty and International businesses.  Overall results through the first nine months of 2015 are in line with our expectations, and we continue to expect that our 2015 Adjusted EBITDA will be flat compared to 2014, on a currency consistent basis."

"In addition, we recently completed the previously announced private exchange offers and rights offering which meaningfully reduced our debt and enhanced our liquidity," said Siegel.  "The strengthening of our balance sheet, coupled with plans to adopt a new global organizational structure, are important steps in our ongoing strategic plan to position the company for long-term success." 

Results Highlights
Notes: Adjusted EBITDA as referred to above excludes any pro forma impact of acquisitions and other actions.  See Tables 6 and 7 for a complete description of Adjusted EBITDA and the related reconciliations to GAAP measures. 

Third Quarter Net Revenues

  • Net revenues for the third quarter of 2015 decreased 3.9%, from $303.0 million in the third quarter of 2014 to $291.3 million.
  • The decrease in overall net revenues was primarily due to expected revenue declines in Membership, as well as declines in the International business, partially offset by increased revenue in Insurance and Package. Lower revenue in International was due to an unfavorable foreign exchange impact of $13.2 million. On a currency consistent basis, International net revenues increased 9.1% compared to the third quarter of 2014.

Third Quarter Operating Results

  • Adjusted EBITDA (as defined in Note (d) of Table 6) was $75.5 million as compared to $72.1 million for the third quarter of 2014, an increase of 4.7%.
  • Segment EBITDA increased $22.4 million, as the impact of lower net revenues was more than offset by lower marketing and commissions and lower general and administrative expenses.
  • As compared to Segment EBITDA, third quarter Adjusted EBITDA reflects the exclusion of, among other items, $5.1 million in debt financing costs, $4.6 million in costs related primarily to restructuring of certain operations including related severance costs and $2.4 million in costs relating to certain litigation matters.

Segment Commentary

Global Loyalty products net revenues decreased by $1.6 million, or 4.0%, for the three months ended September 30, 2015 to $38.7 million as compared to $40.3 million for the three months ended September 30, 2014, as growth with existing and new clients was more than offset by lower revenue from the loss of a key client.

Global Loyalty Segment EBITDA decreased by $4.8 million for the three months ended September 30, 2015 as compared to the three months ended September 30, 2014, as the increased contribution associated with existing and new clients was more than offset by the loss of a key client and the lower impact of adjustments related to redemption activity for one of the Company's loyalty programs.  

International products net revenues decreased by $4.9 million, or 5.4%, to $86.1 million for the three months ended September 30, 2015 as compared to $91.0 million for the three months ended September 30, 2014.  On a currency consistent basis, net revenues increased $8.3 million, or 9.1%, primarily due to higher retail membership revenue in both our online and offline acquisition channels associated with increased members and higher price points along with growth in the wholesale sector.  These increases were more than offset by an unfavorable foreign exchange impact of $13.2 million.  

International Segment EBITDA increased by $12.8 million for the three months ended September 30, 2015 as compared to the three months ended September 30, 2014, as the lower net revenue was more than offset by lower marketing and commissions, lower operating costs and lower general and administrative costs.  The lower marketing and commissions and lower operating costs were primarily attributable to the favorable impact of foreign exchange, and the lower general and administrative costs were primarily due to a decrease in charges for legal reserves and fees.

Membership products net revenues decreased by $10.5 million, or 9.3%, to $102.5 million for the three months ended September 30, 2015 as compared to $113.0 million for the three months ended September 30, 2014. Membership net revenue decreased primarily due to the continued attrition of legacy members, including those from our large financial institution partners, along with the absence of a favorable reserve adjustment recorded in 2014.  These decreases were partially offset by increased revenues from new joins acquired through partners with whom we are actively marketing.

Membership Segment EBITDA increased by $7.0 million for the three months ended September 30, 2015 as compared to the three months ended September 30, 2014. Segment EBITDA increased as the impact of lower net revenues was more than offset by lower general and administrative costs and lower operating costs.  The lower general and administrative costs were primarily due to a decrease in the legal reserves following the settlement with the Consumer Financial Protection Bureau, and the lower operating costs were primarily due to the benefits realized from cost savings initiatives.

Insurance and Package products net revenues increased by $5.2 million, or 8.8%, to $64.3 million for the three months ended September 30, 2015 as compared to $59.1 million for the three months ended September 30, 2014. Insurance net revenue increased primarily due to a lower cost of insurance principally from an acceleration of claims in 2014 as a result of the conversion to a new primary insurance carrier, while Package net revenue decreased primarily due to the impact of lower average Package members.

Insurance and Package Segment EBITDA increased by $10.5 million for the three months ended September 30, 2015 as compared to the three months ended September 30, 2014, primarily from the impact of higher net revenues and lower operating expenses.

Selected Liquidity Data

Affinion Group, Inc.
At September 30, 2015, Affinion had several debt instruments outstanding, including senior notes, senior subordinated notes, and senior secured credit facilities, which consist of first lien and second lien term loan facilities and a revolving credit facility. The selected liquidity data discussed below is historical and does not give effect to the private exchange offers and rights offering completed on November 9, 2015.

At September 30, 2015, Affinion had $763.4 million of first lien term loans outstanding, $425.0 million of second lien term loans outstanding, $473.6 million (net of discounts) outstanding under its senior notes due in 2018, $2.6 million outstanding under its senior subordinated notes due in 2015, and $354.4 million (net of discounts) outstanding under the Affinion Investments, LLC senior subordinated notes due in 2018.

At September 30, 2015, there were outstanding borrowings of $66.0 million against Affinion's revolving credit facility and $0.1 million of the credit facility was available for borrowing, after giving effect to the issuance of $13.9 million in letters of credit.

As of September 30, 2015, Affinion's senior secured leverage ratio was 2.76 to 1.0. The senior secured leverage ratio is defined in Affinion's amended and restated senior secured credit facility, as amended on May 20, 2014 (senior secured debt, as defined, to Adjusted EBITDA, as defined) and must be equal to or less than 4.25 to 1.0 at September 30, 2015.

As of September 30, 2015, Affinion's fixed charge coverage ratio was 1.57 to 1.0. The fixed charge coverage ratio is defined in the indentures governing Affinion's 2010 senior notes and 2013 senior subordinated notes (consolidated cash flows, as defined, which is computed with the same addbacks as in Adjusted EBITDA (as defined in Affinion's amended and restated senior secured credit facility), to fixed charges, as defined). The calculation of fixed charges excludes the amortization of deferred financing costs associated with the amendment and restatement of Affinion's credit facility on April 9, 2010.

For the nine months ended September 30, 2015, Affinion's net cash used in operating activities was $0.7 million and the net loss attributable to Affinion was $50.4 million.  Pro forma Adjusted EBITDA (as defined in Note (d) of Table 7) for both ratio calculations above was $283.2 million for the twelve months ended September 30, 2015.

At September 30, 2015, Affinion had $55.7 million of unrestricted cash on hand.

Affinion Group Holdings, Inc.
At September 30, 2015, Affinion Holdings had $247.6 million (net of discounts) outstanding under its senior secured PIK/toggle notes due in 2018 and $32.2 million outstanding under its senior notes due in 2015, in addition to Affinion's debt instruments.

At September 30, 2015, Affinion Holdings had $60.1 million of unrestricted cash on hand, of which $4.4 million resides at Affinion Holdings.

Call-In Information
Affinion Group Holdings, Inc. will hold an informational call to discuss the results for the quarter ended September 30, 2015 at 10:00 a.m. (ET) on Thursday, November 12, 2015. The conference call will be broadcast live and can be accessed by dialing 1.866.394.8483 (domestic) or 1.706.758.1455 (international) and entering passcode 77099715. Interested parties should call at least ten (10) minutes prior to the call to register. The Company will also provide an online Web simulcast of its conference call. The Web simulcast will be available online by visiting http://www.affinion.com/ir. A telephonic replay of the call will be available through midnight November 16, 2015 by dialing 1.855.859.2056 (domestic) or 1.404.537.3406 (international) and entering passcode 77099715.

Important Notes
The information presented in this release is a comparison of the unaudited consolidated results of operations for the three and nine month periods ended September 30, 2015 to the unaudited consolidated results of operations for the three and nine month periods ended September 30, 2014.

About Affinion Holdings
As a global leader with over 40 years of experience, Affinion Holdings enhances the value of its partners' customer relationships by developing and marketing loyalty solutions. Leveraging its expertise in customer engagement, product development and targeted marketing, Affinion Holdings provides programs in subscription-based lifestyle services, personal protection, insurance and other areas to help generate increased customer loyalty and significant incremental revenue for more than 5,500 marketing partners worldwide, including many of the largest and most respected companies in financial services, retail, travel, and Internet commerce. Based in Stamford, CT, the Company has approximately 3,700 employees and has marketing capabilities in 19 countries globally. For more information, visit www.affinion.com.

Safe Harbor Statement Under the U.S. Private Securities Litigation Reform Act of 1995
This press release may contain "forward-looking" statements as defined by the Private Securities Litigation Reform Act of 1995 or by the U.S. Securities and Exchange Commission (SEC) in its rules, regulations and releases. These statements include, but are not limited to, discussions regarding industry outlook, the Company's expectations regarding the performance of its business, its liquidity and capital resources, its guidance for 2015 and the other non-historical statements. These statements can be identified by the use of words such as "believes" "anticipates," "expects," "intends," "plans," "continues," "estimates," "predicts," "projects," "forecasts," and similar expressions. All forward-looking statements are based on management's current expectations and beliefs only as of the date of this press release and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those discussed in, or implied by, the forward-looking statements. Factors that could cause actual results to differ materially include, but are not limited to, risks related to general economic and business conditions and international and geopolitical events, a downturn in the credit card industry or changes in the techniques of credit card issuers, industry trends, foreign currency exchange rates, the effects of a decline in travel on the Company's travel fulfillment business, termination or expiration of one or more agreements with its marketing partners or a reduction of the marketing of its services by one or more of its marketing partners, the Company's substantial leverage, restrictions contained in its debt agreements, its inability to compete effectively, and other risks identified and discussed from time to time in reports filed by Affinion Holdings and Affinion with the SEC, including Affinion Holdings' most recent Annual Report on Form 10-K for the year ended December 31, 2014 and Quarterly Report on Form 10-Q for the quarter ended September 30, 2015, as well as Affinion's most recent Annual Report on Form 10-K for the year ended December 31, 2014 and Quarterly Report on Form 10-Q for the quarter ended September 30, 2015.  Readers are strongly encouraged to review carefully the full cautionary statements described in these reports. Except as required by law, the Company undertakes no obligation to revise or update publicly any forward-looking statements to reflect events or circumstances after the date of this press release, or to reflect the occurrence of unanticipated events or circumstances.

 

 

TABLE 1


AFFINION GROUP HOLDINGS, INC.

UNAUDITED SUPPLEMENTAL DATA FOR

SELECTED BUSINESS SEGMENTS


The following table provides data for selected business segments.


Subscriber and insured amounts in thousands, except dollars and percentages.






















Three Months Ended

Nine Months Ended



September 30,

September 30,



2015



2014



2015



2014





















Global Average Subscribers, excluding Basic Insureds



36,932




38,905




37,759




39,557



Annualized Net Revenue Per Global Average Subscriber, excluding Basic Insureds (1)


$

27.25



$

26.93



$

26.74



$

26.80



Global Membership Subscribers


















Average Global Retail Subscribers (2)



6,709




7,457




7,117




7,665



Annualized Net Revenue Per Global Average Subscriber (1)


$

91.91



$

89.97



$

85.97



$

87.09



Global Package Subscribers and Wholesale


















Average Global Package Subscribers and Wholesale (2)



26,733




27,712




27,075




28,116



Annualized Net Revenue Per Global Average Package and Wholesale Subscriber (1)


$

6.25



$

6.57



$

6.22



$

6.61



Global Insureds


















Average Supplemental Insureds (2)



3,490




3,736




3,567




3,776



Annualized Net Revenue Per Supplemental Insured (1)


$

63.78



$

52.11



$

64.25



$

54.75



Global Average Subscribers, including Basic Insureds



55,706




59,015




56,932




59,767





















 

(1)

Annualized Net Revenue Per Global Average Subscriber and Supplemental Insured are all calculated by taking the revenues as reported for the period and dividing it by the average subscribers or insureds, as applicable, for the period. Quarterly periods are then multiplied by four to annualize this amount for comparative purposes. Upon cancellation of a subscriber or an insured, as applicable, the subscriber's or insured's, as applicable, revenues are no longer recognized in the calculation.

(2)

Average Global Subscribers and Average Supplemental Insureds for the period are all calculated by determining the average subscribers or insureds, as applicable, for each month in the period (adding the number of subscribers or insureds, as applicable, at the beginning of the month with the number of subscribers or insureds, as applicable, at the end of the month and dividing that total by two) and then averaging that result for the period. A subscriber's or insured's, as applicable, account is added or removed in the period in which the subscriber or insured, as applicable, has joined or cancelled.

 

 


TABLE 2


AFFINION GROUP HOLDINGS, INC.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF SEPTEMBER 30, 2015 AND DECEMBER 31, 2014

(In millions, except share amounts)




September 30,



December 31,




2015



2014











Assets









Current assets:









Cash and cash equivalents


$

60.1



$

32.3


Restricted cash



32.0




35.8


Receivables (net of allowances for doubtful accounts of $1.9 and $8.5, respectively)



112.2




119.3


Profit-sharing receivables from insurance carriers



24.4




28.7


Prepaid commissions



46.6




48.0


Income taxes receivable



1.1




1.3


Other current assets



117.2




104.6


Total current assets



393.6




370.0


Property and equipment, net



124.5




139.0


Contract rights and list fees, net



17.0




16.7


Goodwill



317.0




322.2


Other intangibles, net



64.1




103.3


Other non-current assets



75.8




68.4


Total assets


$

992.0



$

1,019.6











Liabilities and Deficit









Current liabilities:









Current portion of long-term debt


$

42.6



$

43.1


Accounts payable and accrued expenses



404.5




426.0


Deferred revenue



81.6




89.9


Income taxes payable



2.3




3.2


Total current liabilities



531.0




562.2


Long-term debt



2,322.3




2,229.6


Deferred income taxes



36.6




33.0


Deferred revenue



9.4




10.0


Other long-term liabilities



26.0




31.3


Total liabilities



2,925.3




2,866.1


Commitments and contingencies









Deficit:









Common stock, $0.01 par value, 540,000,000 shares authorized, 85,129,859 shares

    issued and 84,842,535 shares outstanding



0.9




0.9


Additional paid in capital



145.1




144.1


Warrants



124.8




124.8


Accumulated deficit



(2,200.1)




(2,117.5)


Accumulated other comprehensive income



(4.2)




1.2


Treasury stock, at cost, 287,324 shares



(1.1)




(1.1)


Total Affinion Group Holdings, Inc. deficit



(1,934.6)




(1,847.6)


Non-controlling interest in subsidiary



1.3




1.1


Total deficit



(1,933.3)




(1,846.5)


Total liabilities and deficit


$

992.0



$

1,019.6


 

 


TABLE 3


AFFINION GROUP HOLDINGS, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2015 AND 2014

(In millions)




For the Three Months Ended



For the Nine Months Ended




September 30,



September 30,



September 30,



September 30,




2015



2014



2015



2014



















Net revenues


$

291.3



$

303.0



$

888.6



$

928.2


Expenses:

















Cost of revenues, exclusive of depreciation

















and amortization shown separately below:

















Marketing and commissions



104.7




114.8




331.4




360.3


Operating costs



95.1




96.7




298.1




310.7


General and administrative



29.3




50.7




93.2




142.3


Facility exit costs



0.1




1.1




1.2




1.7


Depreciation and amortization



23.7




27.2




71.7




81.3


Total expenses



252.9




290.5




795.6




896.3


Income from operations



38.4




12.5




93.0




31.9


Interest income



1.7




0.1




1.8




0.2


Interest expense



(58.7)




(50.4)




(173.9)




(166.1)


Loss on extinguishment of debt









(14.6)


Other income, net



0.6






1.2




Loss before income taxes and non-controlling interest



(18.0)




(37.8)




(77.9)




(148.6)


Income tax expense



(1.1)




(2.6)




(4.2)




(10.9)


Net loss



(19.1)




(40.4)




(82.1)




(159.5)


Less: net income attributable to non-controlling interest



(0.2)




(0.2)




(0.5)




(0.4)


Net loss attributable to Affinion Group Holdings, Inc.


$

(19.3)



$

(40.6)



$

(82.6)



$

(159.9)



















Net loss


$

(19.1)



$

(40.4)



$

(82.1)



$

(159.5)


Currency translation adjustment, net of tax



(2.2)




(1.1)




(5.7)




(2.1)


Comprehensive loss



(21.3)




(41.5)




(87.8)




(161.6)


Less: comprehensive income attributable to non-controlling interest






(0.2)




(0.2)




(0.4)


Comprehensive loss attributable to Affinion Group Holdings, Inc.


$

(21.3)



$

(41.7)



$

(88.0)



$

(162.0)


 

 

TABLE 4


AFFINION GROUP HOLDINGS, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2015 AND 2014

(In millions)




For the Nine Months Ended




September 30,



September 30,




2015



2014


Operating Activities









Net loss


$

(82.1)



$

(159.5)


Adjustments to reconcile net loss to net cash provided by (used in) operating activities:









Depreciation and amortization



71.7




81.3


Amortization of debt discount and financing costs



9.8




10.6


Financing costs





6.7


Provision for loss on accounts receivable



(5.5)




Loss on extinguishment of debt





14.6


Facility exit costs



1.2




1.7


Share-based compensation



1.4




6.8


Deferred income taxes



1.5




7.4


Net change in assets and liabilities:









Restricted cash



4.1




(2.9)


Receivables



8.7




0.3


Receivables from related parties



4.0




Profit-sharing receivables from insurance carriers



4.3




35.3


Prepaid commissions



1.2




(7.3)


Other current assets



(18.8)




20.7


Contract rights and list fees



(0.4)




1.3


Other non-current assets



(13.3)




Accounts payable and accrued expenses



18.1




3.7


Payables to related parties



0.9




(0.1)


Deferred revenue



(6.3)




(13.9)


Income taxes receivable and payable



(0.5)




0.2


Other long-term liabilities



(5.7)




(5.2)


Other, net



3.2




5.2


Net cash provided by (used in) operating activities



(2.5)




6.9


Investing Activities









Capital expenditures



(23.3)




(36.3)


Restricted cash



(1.1)




(0.3)


Acquisition-related payments, net of cash acquired





(19.4)


Proceeds from sale of investment



1.5




Net cash used in investing activities



(22.9)




(56.0)


Financing Activities









Borrowings (repayments) under revolving credit facility, net



61.0




(34.0)


Proceeds from issuance of debt





425.0


Financing costs





(23.0)


Principal payments on borrowings



(6.6)




(314.0)


Proceeds from issuance of warrants





3.8


Net cash provided by financing activities



54.4




57.8


Effect of changes in exchange rates on cash and cash equivalents



(1.2)




(1.1)


Net increase in cash and cash equivalents



27.8




7.6


Cash and cash equivalents, beginning of period



32.3




20.1


Cash and cash equivalents, end of period


$

60.1



$

27.7


Supplemental Disclosure of Cash Flow Information:









Interest payments


$

139.9



$

126.9


Income tax payments, net of refunds


$

2.6



$

2.9


 

 

TABLE 5


AFFINION GROUP HOLDINGS, INC.

UNAUDITED OPERATING SEGMENT RESULTS

(In millions)


Net revenues and Segment EBITDA by operating segment are as follows:


Net Revenues



























For the Three Months Ended



For the Nine Months Ended




September 30,



September 30,



Increase



September 30,



September 30,



Increase




2015



2014



(Decrease)



2015



2014



(Decrease)




















































Membership products


$

102.5



$

113.0



$

(10.5)



$

307.5



$

342.5



$

(35.0)


Insurance and package products



64.3




59.1




5.2




199.9




187.3




12.6


Global loyalty products



38.7




40.3




(1.6)




126.1




124.5




1.6


International products



86.1




91.0




(4.9)




256.1




275.3




(19.2)


Eliminations



(0.3)




(0.4)




0.1




(1.0)




(1.4)




0.4


        Total


$

291.3



$

303.0



$

(11.7)



$

888.6



$

928.2



$

(39.6)



























Segment EBITDA (1)



























For the Three Months Ended



For the Nine Months Ended




September 30,



September 30,



Increase



September 30,



September 30,



Increase




2015



2014



(Decrease)



2015



2014



(Decrease)




















































Membership products


$

20.9



$

13.9



$

7.0



$

40.6



$

46.4



$

(5.8)


Insurance and package products



20.1




9.6




10.5




61.3




37.6




23.7


Global loyalty products



14.0




18.8




(4.8)




44.2




50.9




(6.7)


International products



14.3




1.5




12.8




28.3




(2.5)




30.8


        Total products



69.3




43.8




25.5




174.4




132.4




42.0


    Corporate



(7.2)




(4.1)




(3.1)




(9.7)




(19.2)




9.5





62.1




39.7




22.4




164.7




113.2




51.5


Depreciation and amortization



(23.7)




(27.2)




3.5




(71.7)




(81.3)




9.6


Income from operations


$

38.4



$

12.5



$

25.9



$

93.0



$

31.9



$

61.1



(1)     See reconciliation of Non-GAAP Financial Measures on Table 6 for a discussion of Segment EBITDA.

 

 

TABLE 6


AFFINION GROUP HOLDINGS, INC.

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

TO GAAP FINANCIAL MEASURES (UNAUDITED)

(In millions)


Set forth below is a reconciliation of Affinion Holdings' consolidated net cash provided by (used in) operating activities for the twelve months ended September 30, 2015 and the three and nine months ended September 30, 2015 and 2014 to Affinion Holdings' Adjusted EBITDA.




For the Twelve



For the Three Months



For the Nine Months




Months Ended



Ended September 30,



Ended September 30,




September 30, 2015 (a)



2015



2014



2015



2014




(in millions)










Net cash provided by (used in) operating activities


$

27.6



$

5.4



$

9.2



$

(2.5)



$

6.9


Interest expense, net



229.6




57.0




50.3




172.1




165.9


Income tax expense (benefit)



(45.2)




1.1




2.6




4.2




10.9


Amortization of debt discount and financing costs



(13.0)




(3.3)




(3.1)




(9.8)




(10.6)


Provision for loss on accounts receivable



5.2




5.9






5.5




Deferred income taxes



49.3






(2.1)




(1.5)




(7.4)


Changes in assets and liabilities



(21.9)




(2.6)




(15.4)




0.5




(37.3)


Effect of purchase accounting, reorganizations,

   certain legal costs and net cost savings (b)



30.0




6.1




23.9




16.7




52.8


Other, net (c)



16.4




5.9




6.7




10.8




18.5


Adjusted EBITDA, excluding pro forma adjustments (d) (e)



278.0



$

75.5



$

72.1



$

196.0



$

199.7


Effect of the pro forma adjustments (f)



5.0


















Adjusted EBITDA, including pro forma adjustments (g)


$

283.0


















 


(a)

Represents consolidated financial data for the year ended December 31, 2014, minus consolidated financial data for the nine months ended September 30, 2014, plus consolidated financial data for the nine months ended September 30, 2015.

(b) 

Eliminates the effect of purchase accounting related to the Apollo transactions, legal costs for certain legal matters and costs associated with severance incurred.

(c) 

Eliminates (i) net changes in certain reserves, (ii) foreign currency gains and losses related to unusual, non-recurring intercompany transactions,  (iii) costs associated with certain strategic and corporate development activities, including business optimization, (iv) consulting fees payable to Apollo, and (v) the impact of an adjustment related to the recognition of International Products retail revenue.

(d) 

Adjusted EBITDA consists of income from operations before depreciation and amortization further adjusted to exclude non-cash and unusual items and other adjustments permitted in our debt agreements to test the permissibility of certain types of transactions, including debt incurrence. We believe that the inclusion of Adjusted EBITDA is appropriate as a liquidity measure. Adjusted EBITDA is not a measurement of liquidity or financial performance under U.S. GAAP and Adjusted EBITDA may not be comparable to similarly titled measures of other companies. You should not consider Adjusted EBITDA as an alternative to cash flows from operating activities determined in accordance with U.S. GAAP, as an indicator of cash flows, as a measure of liquidity, as an alternative to operating or net income determined in accordance with U.S. GAAP or as an indicator of operating performance.

(e) 

Adjusted EBITDA, excluding pro forma adjustments, does not give pro forma effect to the projected annualized benefits of restructurings and other cost savings initiatives. However, we do make such accretive pro forma adjustments as if such restructurings and cost savings initiatives had occurred on October 1, 2014 in calculating the Adjusted EBITDA under Affinion's amended and restated senior secured credit facility and the indentures governing Affinion's 7.875% senior notes due 2018 (the "Affinion 2010 senior notes"), Affinion's 13.5% senior subordinated notes due 2018 (the "Affinion 2013 senior subordinated notes") and the Affinion Holdings 13.75%/14.50% PIK Toggle senior notes due 2018 (the "PIK Toggle senior notes").    

(f) 

Gives effect to the projected annualized benefits of the restructurings and other cost savings initiatives as if such restructurings and cost savings initiatives had occurred on October 1, 2014.

(g) 

Adjusted EBITDA, including pro forma adjustments, gives pro forma effect to the adjustments discussed in (f) above.

 

 

TABLE 6 –cont'd


Set forth below is a reconciliation of Affinion Holdings' consolidated net loss attributable to Affinion Group Holdings, Inc. for the twelve months ended September 30, 2015 and the three and nine months ended September 30, 2015 and 2014 to Affinion Holdings' Adjusted EBITDA.




For the Twelve



For the Three Months



For the Nine Months




Months Ended



Ended September 30,



Ended September 30,




September 30, 2015 (a)



2015



2014



2015



2014




(in millions)










Net loss attributable to Affinion Group Holdings, Inc.


$

(351.4)



$

(19.3)



$

(40.6)



$

(82.6)



$

(159.9)


Interest expense, net



229.6




57.0




50.3




172.1




165.9


Income tax expense



(45.2)




1.1




2.6




4.2




10.9


Non-controlling interest



0.6




0.2




0.2




0.5




0.4


Other income, net



(1.2)




(0.6)






(1.2)




Loss on extinguishment of debt









-




14.6


Depreciation and amortization



100.1




23.7




27.2




71.7




81.3


Effect of purchase accounting, reorganizations

   and non-recurring revenues and gains (b)



0.2




0.2






0.1




Certain legal costs (c)



7.5




2.4




20.3




4.7




37.3


Net cost savings (d)



22.3




3.5




3.6




11.9




15.5


Other, net (e)



315.5




7.3




8.5




14.6




33.7


Adjusted EBITDA, excluding pro forma adjustments (f) (g)



278.0



$

75.5



$

72.1



$

196.0



$

199.7


Effect of the pro forma adjustments (h)



5.0


















Adjusted EBITDA, including pro forma adjustments (i)


$

283.0


















 

(a)

Represents consolidated financial data for the year ended December 31, 2014, minus consolidated financial data for the nine months ended September 30, 2014, plus consolidated financial data for the nine months ended September 30, 2015.

(b) 

Eliminates the effect of purchase accounting related to the Apollo transactions.

(c) 

Represents the elimination of legal costs for certain legal matters.

(d) 

Represents the elimination of costs associated with severance incurred.

(e) 

Eliminates (i) net changes in certain reserves, (ii) share-based compensation expense, (iii) foreign currency gains and losses related to unusual, non-recurring intercompany transactions, (iv) costs associated with certain strategic and corporate development activities, including business optimization, (v) consulting fees payable to Apollo, (vi) facility exit costs, (vii) the impairment charge related to the goodwill of Membership Products, (viii) the impact of an adjustment related to the recognition of International Products retail revenue, and (ix) debt refinancing expenses.

(f) 

Adjusted EBITDA consists of income from operations before depreciation and amortization further adjusted to exclude non-cash and unusual items and other adjustments permitted in our debt agreements to test the permissibility of certain types of transactions, including debt incurrence. We believe that the inclusion of Adjusted EBITDA is appropriate as a liquidity measure. Adjusted EBITDA is not a measurement of liquidity or financial performance under U.S. GAAP and Adjusted EBITDA may not be comparable to similarly titled measures of other companies. You should not consider Adjusted EBITDA as an alternative to cash flows from operating activities determined in accordance with U.S. GAAP, as an indicator of cash flows, as a measure of liquidity, as an alternative to operating or net income determined in accordance with U.S. GAAP or as an indicator of operating performance.

(g) 

Adjusted EBITDA, excluding pro forma adjustments, does not give pro forma effect to the projected annualized benefits of restructurings and other cost savings initiatives. However, we do make such accretive pro forma adjustments as if such restructurings and cost savings initiatives had occurred on October 1, 2014 in calculating the Adjusted EBITDA under Affinion's amended and restated senior secured credit facility and the indentures governing the Affinion 2010 senior notes, the Affinion 2013 senior subordinated notes and the PIK Toggle senior notes.    

(h) 

Gives effect to the projected annualized benefits of the restructurings and other cost savings initiatives as if such restructurings and cost savings initiatives had occurred on October 1, 2014.

(i) 

Adjusted EBITDA, including pro forma adjustments, gives pro forma effect to the adjustments discussed in (h) above.

 

 

Set forth below is a reconciliation of Affinion Holdings' consolidated net loss attributable for the twelve months ended September 30, 2015 and the three and nine months ended September 30, 2015 and 2014 to Affinion Holdings' Segment EBITDA, defined as income from operations before depreciation and amortization.




For the Twelve



For the Three Months



For the Nine Months




Months  Ended



Ended September 30,



Ended September 30,




September 30, 2015 (a)



2015



2014



2015



2014


Net loss attributable to Affinion Group Holdings, Inc.


$

(351.4)



$

(19.3)



$

(40.6)



$

(82.6)



$

(159.9)


Interest expense, net



229.6




57.0




50.3




172.1




165.9


Income tax expense



(45.2)




1.1




2.6




4.2




10.9


Non-controlling interest



0.6




0.2




0.2




0.5




0.4


Other income, net



(1.2)




(0.6)






(1.2)




Loss on extinguishment of debt









-




14.6


Depreciation and amortization



100.1




23.7




27.2




71.7




81.3


Segment EBITDA


$

(67.5)



$

62.1



$

39.7



$

164.7



$

113.2



(a)

Represents consolidated financial data for the year ended December 31, 2014, minus consolidated financial data for the nine months ended September 30, 2014, plus consolidated financial data for the nine months ended September 30, 2015.

 

 

TABLE 7


AFFINION GROUP, INC.

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

TO GAAP FINANCIAL MEASURES (UNAUDITED)

(In millions, except ratios)


Set forth below is a reconciliation of Affinion's consolidated net cash provided by (used in) operating activities for the twelve months ended September 30, 2015 and the three and nine months ended September 30, 2015 and 2014 to Affinion's Adjusted EBITDA.




For the Twelve



For the Three Months



For the Nine Months




Months Ended



Ended September 30,



Ended September 30,




September 30, 2015 (a)



2015



2014



2015



2014




(in millions)










Net cash provided by (used in) operating activities


$

31.3



$

5.3



$

9.2



$

(0.7)



$

8.8


Interest expense, net



187.3




45.9




40.9




140.0




131.8


Income tax expense (benefit)



(45.2)




1.1




2.6




4.2




10.9


Amortization of debt discount and financing costs



(9.3)




(2.3)




(2.3)




(7.0)




(7.8)


Provision for loss on accounts receivable



5.2




5.9






5.5




Deferred income taxes



49.3






(2.0)




(1.5)




(7.4)


Changes in assets and liabilities



13.2




7.6




(6.8)




28.1




(7.8)


Effect of purchase accounting, reorganizations,

   certain legal costs and net cost savings (b)



30.0




6.1




23.9




16.7




52.8


Other, net (c)



16.4




5.9




6.6




10.8




18.4


Adjusted EBITDA, excluding pro forma adjustments (d) (e)



278.2



$

75.5



$

72.1



$

196.1



$

199.7


Effect of the pro forma adjustments (f)



5.0


















Adjusted EBITDA, including pro forma adjustments (g)


$

283.2


















 


(a) 

Represents consolidated financial data for the year ended December 31, 2014, minus consolidated financial data for the nine months ended September 30, 2014, plus consolidated financial data for the nine months ended September 30, 2015.

(b) 

 Eliminates the effect of purchase accounting related to the Apollo transactions, legal costs for certain legal matters and costs associated with severance incurred.

(c) 

Eliminates (i) net changes in certain reserves, (ii) foreign currency gains and losses related to unusual, non-recurring intercompany transactions, (iii) costs associated with certain strategic and corporate development activities, including business optimization, (iv) consulting fees payable to Apollo, and (v) the impact of an adjustment related to the recognition of International Products retail revenue.

(d) 

Adjusted EBITDA consists of income from operations before depreciation and amortization further adjusted to exclude non-cash and unusual items and other adjustments permitted in our debt agreements to test the permissibility of certain types of transactions, including debt incurrence. We believe that the inclusion of Adjusted EBITDA is appropriate as a liquidity measure. Adjusted EBITDA is not a measurement of liquidity or financial performance under U.S. GAAP and Adjusted EBITDA may not be comparable to similarly titled measures of other companies. You should not consider Adjusted EBITDA as an alternative to cash flows from operating activities determined in accordance with U.S. GAAP, as an indicator of cash flows, as a measure of liquidity, as an alternative to operating or net income determined in accordance with U.S. GAAP or as an indicator of operating performance.

(e) 

Adjusted EBITDA, excluding pro forma adjustments, does not give pro forma effect to the projected annualized benefits of restructurings and other cost savings initiatives. However, we do make such accretive pro forma adjustments as if such restructurings and cost savings initiatives had occurred on October 1, 2014 in calculating the Adjusted EBITDA under Affinion's amended and restated senior secured credit facility and the indentures governing the Affinion 2010 senior notes and the Affinion 2013 senior subordinated notes.    

(f) 

Gives effect to the projected annualized benefits of the restructurings and other cost savings initiatives as if such restructurings and cost savings initiatives had occurred on October 1, 2014.

(g) 

Adjusted EBITDA, including pro forma adjustments, gives pro forma effect to the adjustments discussed in (f) above.

 

 

TABLE 7 –cont'd


Set forth below is a reconciliation of Affinion's consolidated net loss attributable to Affinion Group, Inc. for the twelve months ended September 30, 2015 and the three and nine months ended September 30, 2015 and 2014 to Affinion's Adjusted EBITDA.




For the Twelve



For the Three Months



For the Nine Months




Months Ended



Ended September 30,



Ended September 30,




September 30, 2015 (a)



2015



2014



2015



2014




(in millions)










Net loss attributable to Affinion Group, Inc.


$

(308.9)



$

(8.2)



$

(31.1)



$

(50.4)



$

(115.9)


Interest expense, net



187.3




45.9




40.9




140.0




131.8


Income tax expense



(45.2)




1.1




2.6




4.2




10.9


Non-controlling interest



0.6




0.2




0.2




0.5




0.4


Other income, net



(1.2)




(0.6)






(1.2)




Loss on extinguishment of debt











6.0


Depreciation and amortization



100.1




23.7




27.2




71.7




81.3


Effect of purchase accounting, reorganizations

   and non-recurring revenues and gains (b)



0.2




0.2






0.1




Certain legal costs (c)



7.5




2.4




20.3




4.7




37.3


Net cost savings (d)



22.3




3.5




3.6




11.9




15.5


Other, net (e)



315.5




7.3




8.4




14.6




32.4


Adjusted EBITDA, excluding pro forma adjustments (f) (g)



278.2



$

75.5



$

72.1



$

196.1



$

199.7


Effect of the pro forma adjustments (h)



5.0


















Adjusted EBITDA, including pro forma adjustments (i)


$

283.2


















Senior secured leverage ratio (j)



2.76


















Fixed charge coverage ratio (k)



1.57


















 

(a)

Represents consolidated financial data for the year ended December 31, 2014, minus consolidated financial data for the nine months ended September 30, 2014, plus consolidated financial data for the nine months ended September 30, 2015.

(b) 

 Eliminates the effect of purchase accounting related to the Apollo transactions.

(c) 

Represents the elimination of legal costs for certain legal matters.

(d) 

Represents the elimination of costs associated with severance incurred.

(e) 

Eliminates (i) net changes in certain reserves, (ii) share-based compensation expense, (iii) foreign currency gains and losses related to unusual, non-recurring intercompany transactions, (iv) costs associated with certain strategic and corporate development activities, including business optimization, (v) consulting fees payable to Apollo, (vi) facility exit costs, (vii) the impairment charge related to the goodwill of Membership Products, (viii) the impact of an adjustment related to the recognition of International Products retail revenue, and (ix) debt refinancing expenses.

(f) 

Adjusted EBITDA consists of income from operations before depreciation and amortization further adjusted to exclude non-cash and unusual items and other adjustments permitted in our debt agreements to test the permissibility of certain types of transactions, including debt incurrence. We believe that the inclusion of Adjusted EBITDA is appropriate as a liquidity measure. Adjusted EBITDA is not a measurement of liquidity or financial performance under U.S. GAAP and Adjusted EBITDA may not be comparable to similarly titled measures of other companies. You should not consider Adjusted EBITDA as an alternative to cash flows from operating activities determined in accordance with U.S. GAAP, as an indicator of cash flows, as a measure of liquidity, as an alternative to operating or net income determined in accordance with U.S. GAAP or as an indicator of operating performance.

(g) 

 Adjusted EBITDA, excluding pro forma adjustments, does not give pro forma effect to the projected annualized benefits of restructurings and other cost savings initiatives. However, we do make such accretive pro forma adjustments as if such restructurings and cost savings initiatives had occurred on October 1, 2014 in calculating the Adjusted EBITDA under Affinion's amended and restated senior secured credit facility and the indentures governing the Affinion 2010 senior notes and the Affinion 2013 senior subordinated notes.    

(h) 

Gives effect to the projected annualized benefits of the restructurings and other cost savings initiatives as if such restructurings and cost savings initiatives had occurred on October 1, 2014.

(i) 

Adjusted EBITDA, including pro forma adjustments, gives pro forma effect to the adjustments discussed in (h) above.

(j) 

The senior secured leverage ratio is defined in Affinion's amended and restated senior secured credit facility, as amended on May 20, 2014 (senior secured debt, as defined, to Adjusted EBITDA, as defined). The senior secured leverage ratio must be equal to or less than 4.25 to 1.0 at September 30, 2015.

(k) 

The fixed charge coverage ratio is defined in the indentures governing the Affinion 2010 senior notes and the Affinion 2013 senior subordinated notes (consolidated cash flows, as defined, which is computed with the same addbacks as in Adjusted EBITDA (as defined in Affinion's amended and restated senior secured credit facility) to fixed charges, as defined). The calculation of fixed charges excludes the amortization of deferred financing costs associated with the amendment and restatement of Affinion's credit facility on April 9, 2010.

 

 

SOURCE Affinion Group Holdings, Inc.



RELATED LINKS

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