WCG IPO Presentation Deck
Disclaimer
Notice to and Undertaking by Recipients This presentation has been made available to you with the consent of WCG Clinical, Inc. (WCG", "we", "us" or "our). The Company has filed a registration statement (including a preliminary prospectus) on Form S-1 (File No. 333-257611) with the
SEC for the offering to which this presentation relates. The registration statement has not yet become effective. The securities proposed to be offered pursuant to such registration statement may not be sold, nor may offers to buy be accepted, prior to the time the registration statement
becomes effective. Before you invest, you should read the preliminary prospectus in that registration statement and other documents the Company has filed with the SEC for more complete information about the Company and this offering. You may get these documents for free by visiting the
SEC website at http://www.sec.gov. Alternatively, copies of the prospectus may be obtained from Goldman Sachs & Co. LLC, 200 West Street, New York, New York 10282, Attn: Prospectus Department, Telephone: (866) 471-2526, Email [email protected], BotA Securities,
Inc., NC1-004-03-43, 200 North College Street, 3rd Floor, Charlotte, NC 28255-0001, Attn: Prospectus Department. [email protected] and Morgan Stanley & Co. LLC, Attn: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014. This presentation shall
not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or
jurisdiction.
Forward-Looking Statements. This presentation contains forward-looking statements that are subject to risks and uncertainties. All statements other than statements of historical fact or relating to present facts or current conditions included in this presentation are forward-looking statements
Forward-looking statements give our current expectations and projections relating to our financial condition, results of operations, plans, objectives, future performance and business. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current
facts. These statements may include words such as "anticipate," "believe," "continue." "could." "estimate," "expect," intend," "may." "might "plan" "potential," "predict" "seek," "vision," or "should," or the negative thereof, and other words and terms of similar meaning in connection with any
discussion of the timing or nature of future operating or financial performance or other events but not all forward-looking statements contain these identifying words.
The forward-looking statements contained in this presentation are based on assumptions that we have made in light of our industry experience and our perceptions of historical trends, current conditions, expected future developments and other factors that we believe are appropriate under the
circumstances. As you consider this presentation, you should understand that these statements are not guarantees of performance or results. These assumptions and our future performance or results involve risks and uncertainties (many of which are beyond our control).
Forward-looking statements include, but are not limited to, those we make regarding the following matters: our ability to successfully increase our client base and expand our relationships and the products, technologies and services we provide to our existing clients; our ability to execute our
business plan and manage our recent growth, developments regarding our competitors and our industry; our ability to attract and retain highly skilled employees and contingent workers; our ability to detect and respond to defects or disruptions in our solutions; our ability to acquire and
successfully integrate other companies or technologies, our the satisfaction of our customers with the professional services provided by us or our partners, or with our technical support services to the effect of laws and regulations related to compliance with economic sanctions; our estimate of
the market size for our solutions we have provided publicly; our ability to realize anticipated revenue reflected in our bookings and client engagements; from the effect of natural disasters and epidemic diseases, such as the recent COVID-19 pandemic; changes in the biopharmaceutical
industry that could adversely affect our business, including mergers within the biopharmaceutical industry or regulatory changes, increased competition and delays in the drug discovery and development process; the impact of contracts terminations, or reductions in the scope of work, the
impact of lawsuits from third parties for alleged infringement of their proprietary rights or misappropriation or other violation of intellectual property: the effects of laws and regulations related to privacy and data protection; the impact of current and future litigation against us.
Any forward-looking statement made by us in this presentation speaks only as of the date on which it is made. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by
low.
Furthermore, the potential impact of the COVID-19 pandemic on our business operations and financial results and on the world economy as a whole may heighten the risks and uncertainties that affect our forward-looking statements described above. Additional factors or events that could
cause our actual performance to differ from these forward-looking statements may emerge from time to time, and it is not possible for us to predict all of them. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, our actual financial
condition, results of operations, future performance and business may vary in material respects from the performance projected in these forward-looking statements
Industry Information This presentation includes estimates regarding market and industry data that we prepared based on our management's knowledge and experience in the markets in which we operate, together with information obtained from various sources, including publicly available
information, industry reports and publications, surveys, our customers, distributors, suppliers, trade and business organizations and other contacts in the markets in which we operate. Management estimates are derived from publicly available information released by independent industry
analysts and third-party sources, as well as data from our internal research, and are based on assumptions made by us upon reviewing such data and our knowledge of such industry and markets which we believe to be reasonable.
In presenting this information, we have made certain assumptions that we believe to be reasonable based on such data and other similar sources and on our knowledge of, and our experience to date in, the markets we serve. Market share data is subject to change and may be limited by the
availability of raw data, the voluntary nature of the data gathering process and other limitations inherent in any statistical survey of market share. In addition, customer preferences are subject to change. Accordingly, you are cautioned not to place undue reliance on such market share data.
Basis of Presentation. The Company purchased all of the equity interests in its business from WCG HoldCo IV LLC (the "Seller) on January 8, 2020. As a result, the Company's financial information prior to and including December 31, 2019 included in this presentation represent the financial
information of Seller. In light of the proximity of January 8, 2020 to the start of the January 2020 accounting period, the Company has elected to present the results from January 1 through January 7, 2020 in the year ended December 31, 2020 and the quarter ended March 31, 2020
Non-GAAP Financial Measures We present Adjusted EBITDA, which is not a recognized financial measure under U.S. generally accepted accounting principles, because we believe it assists investors and analysts in comparing our operating performance across reporting periods on a
consistent basis by excluding items that we do not believe are indicative of our core operating performance. We define "Adjusted EBITDA" as net (loss) income excluding interest expense, income taxes, depreciation and amortization, stock option expense, integration costs, acquisition related
adjustments, restructuring costs, litigation costs, change in value of contingent consideration, management fees, charitable contributions and other items not indicative of our ongoing operating performance. You are encouraged to evaluate these adjustments and the reasons we consider them
appropriate for supplemental analysis. In evaluating Adjusted EBITDA, you should be aware that in the future we may incur expenses that are the same as or similar to some of the adjustments in our presentation of Adjusted EBITDA. Our presentation of Adjusted EBITDA should not be
construed as an inference that our future results will be unaffected by unusual or non-recurring items. There can be no assurance that we will not modify the presentation of Adjusted EBITDA in the future, and any such modification may be material. In addition, Adjusted EBITDA may not be
comparable to similarly titled measures used by other companies in our industry or across different industries. See the appendix to this presentation for a reconciliation of Adjusted EBITDA to the nearest GAAP measure
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