– Company Delivers Sixth Consecutive Quarter of Year-Over-Year Growth in Revenue and Adjusted EBITDA¹ and Fourteenth Consecutive Quarter of Positive Cash Flow From Operations  –

TORONTO, Nov. 16, 2015 /CNW/ - Centric Health Corporation ("Centric Health" or "the Company") (TSX: CHH), Canada's leading diversified healthcare services company, today reported its financial results for the third quarter ended September 30, 2015.

Highlights for the Third Quarter and Year-to-Date

(All comparative figures are for the corresponding period of the prior year)

• Revenue from continuing operations for the third quarter increased 16% to $87.1 million from $75.3 million, and year-to-date increased 14% to $261.4 million from $228.8 million;
• Adjusted EBITDA¹ from continuing operations for the third quarter increased 13% to $8.1 million from $7.2 million, and year-to-date increased 14% to $25.1 million from $22.0 million;
• Adjusted EBITDA¹ margin from continuing operations for the third quarter and year-to-date was 9% and 10% compared with 10% and 10% for the same periods in the prior year;
• Generated cash flow from operations of $7.3 million for the third quarter and $22.0 million year-to-date, which included $1.1 million and $6.3 million, respectively, of restructuring and transaction charges, and marked the fourteenth consecutive quarter of positive cash flow from operations;
• The Company's False Creek Healthcare Centre (Vancouver) received a one-year Surgical Accreditation in September of 2015 through the College of Physicians and Surgeons, Non Hospitals Medical Surgical Facilities Program, and, subsequent to quarter end, a Diagnostics Accreditation (through to 2018) by the College of Physicians and Surgeons, Diagnostic Accreditation Program and its Maples Surgical Centre (Winnipeg) received a five-year Accreditation through the Manitoba Quality Assurance Program, College of Physicians & Surgeons of Manitoba for Diagnostic Imaging Accreditation and Fluoroscopy Accreditation; and,
• In light of unsolicited interest in certain businesses, the Company initiated a process to consider and evaluate strategic alternatives available to the Company and established a Special Committee of the Board of Directors, independent of management, to oversee the strategic review process. During the third-quarter of 2015 the Company engaged in discussions with interested third-parties with respect to a potential divestiture of certain businesses or assets of the Company, which is one of the alternatives currently being considered and evaluated by the Special Committee. As of the date hereof, the Special Committee has not made any recommendations and the Board has not approved any transaction. Should the Company conclude a sale or sales of businesses or assets, it is anticipated that a substantial portion of the proceeds of such a sale or sales would be used to further reduce the Company's indebtedness.

Highlights Subsequent to Quarter End

• The Company's Smart Shape Weight Loss Centre ("SWLC"), has been recognized as Canada's first and only Centre of Excellence (COE) in Metabolic and Bariatric Surgery by the Surgical Review Corporation (SRC), an internationally recognized healthcare leader committed to advancing the safety, and efficiency of surgical care worldwide. After a rigorous review process, the SRC has recognized SWLC and its surgeons for its commitment to excellence.

"Centric Health delivered its sixth consecutive quarter of growth in revenue and Adjusted EBITDA and its fourteenth consecutive quarter of positive cash flow from operations," said David Cutler, President and Chief Executive Officer. "The momentum across our business stems from our leading market positions and national platforms, commitment to the highest quality patient care, deep knowledge and experience of healthcare delivery, and trusted relationships with payers, physicians, and government agencies. These strengths continue to uniquely position our Company for success in the evolving Canadian healthcare industry."

Mr. Cutler continued, "The Strategic Review initiated during the third quarter following unsolicited interest in certain of our businesses continues to move forward. Right-sizing our debt to provide the financial strength and flexibility to fully capitalize on our growth opportunities and maximize value for shareholders over the long term remains a top priority."

FINANCIAL RESULTS

The Company has organized its operations based on the various products and services that it offers. The consolidated operations of the Company comprise three reportable operating segments, referred to as: (i) Physiotherapy, Rehabilitation and Assessments; ii) Specialty Pharmacy; and (iii) Surgical and Medical Centres. The support services provided through the corporate offices largely support the operations of the Company and certain of these costs have been allocated to the operating segments based on the extent of corporate management's involvement in the reportable segment during the period.

Selected Financial Information

(All amounts in the chart below are in thousands except per share, shares outstanding, and percentage data)

Consolidated Results

Consolidated Revenue from continuing operations for the three month period ended September 30, 2015 increased 16% to $87.1 million from $75.3 million for the three month period ended September 30, 2014.  The increase was primarily due to:

• The re-acquisitions of CAR and Active and the acquisition of Pharmacare, which, in aggregate, contributed revenue growth of $12.9 million, or 17%.

Consolidated Revenue from continuing operations for the nine month period ended September 30, 2015 increased 14% to $261.4 million from $228.8 million for the nine month period ended September 30, 2014.  The increase was primarily due to:

• The re-acquisitions of CAR and Active and the acquisition of Pharmacare, which, in aggregate, contributed revenue growth of $32.0 million, or 14%.

Adjusted EBITDA¹ from continuing operations for the three month period ended September 30, 2015 increased 13% to $8.1 million from $7.2 million for the three month period ended September 30, 2014.  For the nine month period ended September 30, 2015,   Adjusted EBITDA¹ from continuing operations increased 14% to $25.1 million from $22.0 million from nine month period ended September 30, 2014.  Adjusted EBITDA¹ margin from continuing operations for the second quarter and year-to-date was 9% and 10% compared with 10% and 10% for the same periods in the prior year.

Segment Results

(All amounts in the charts below are in thousands except per share, shares outstanding, and percentage data)

OUTLOOK

With services that address growing demand and evolving needs within the Canadian healthcare system, Centric Health's unparalleled national care delivery platform in all of the segments currently provides significant potential for future expansion and growth. Following an extensive review of its core competencies, business segment performance and market opportunities, in June 2014 the Company announced a re-focused strategy on its core healthcare service businesses in the pursuit of top-line growth, improved profitability and free cash flow generation.

The Company's organic growth initiatives have focused on business development opportunities with low capital investment that leverage the Company's existing resources and capacity. Going forward, while there is the potential for continued organic growth from each of the segments, the timing and cycles of the contract procurement process could result in some fluctuation of organic growth rate from quarter to quarter. Any potential acquisitions are expected to be accretive and consistent with the Company's focus on its core business segments and on operations that generate high margins and strong cash flow, require low capital expenditures and have low exposure to regulatory or public funding changes.

As management continues to explore opportunities to further optimize the Company's asset mix and strengthen the Company's balance sheet, the Board of Directors has initiated a strategic review to explore opportunities to maximize shareholder value.  Some of the strategic alternatives may include, but are not limited to, a potential sale of the Company's businesses or assets or any combination thereof, joint ventures, strategic financing, redemption or repurchase of securities as well as the continued execution of its business plan.

Physiotherapy, Rehabilitation and Assessments

The Company's Physiotherapy, Rehabilitation and Assessments segment achieved solid growth during the period ended September 30, 2015 driven primarily by acquisition. In the early part of 2015, the Company completed the reacquisition of Active and CAR. The segment has been awarded several new contracts over the course of 2015, which as they are initiated and fully implemented, will drive organic revenue growth. This segment has potential for additional growth in the rehabilitation clinic network through organic initiatives such as continued expansion of its preferred provider relationships with employers and other organizations. Specialty programs offered by the Company's network of rehabilitation clinics, as well as investments in online functionality and presence continue to differentiate Centric Health in a highly competitive industry. The Company is also undertaking expanded digital and local marketing initiatives to drive brand awareness and increase the volume of patient visits. Growth in the Company's assessments business is targeted through increased market share from successful RFPs.

In addition to the above listed organic growth opportunities through preferred provider networks, specialty programs and new customer contracts, the Company will consider additional strategic tuck-in acquisitions.  Growth through acquisition will only occur if the acquisition will be accretive to earnings and complementary to the national network and strategic plan.  Over the longer term, this segment should benefit from growth in Employer Healthcare Management and Wellness contracts, which should contribute to increased volumes at the Company's rehabilitation clinics.

Specialty Pharmacy

Delivering on the previously stated objective to expand into Western Canada and to establish a national delivery platform, on March 2, 2015 the Company completed the acquisition of 100% of the shares of Pharmacare, an Edmonton-based leading specialty pharmacy business operating under the Care Plus, Pharmacare and Lidia's Pharmacy brands in Western Canada, and the second quarter of 2015 was the first full quarter of operations as part of Centric Health.

In addition to the acquisition growth for the segment, the Specialty Pharmacy segment also continued to achieve success with its organic growth strategy focused on maximizing the utilization of existing infrastructure by winning new tenders for contracts with Long Term Care and retirement homes that increased the number of homes serviced and by expanding its retail initiatives.  While the Company anticipates that Revenue and Adjusted EBITDA growth in its Specialty Pharmacy segment will continue for 2015 and beyond through the previously mentioned revenue growth opportunities, management will also continue to pursue operational efficiencies and cost savings to offset increased competition and investments in administrative start-up costs new RFPs may require.  In addition, the Company expects that it can further leverage its existing facilities to support an expanded multi-province customer base.

The Western expansion of the Specialty Pharmacy segment significantly strengthened its value proposition by enhancing the ability to service those customers with operations in multiple provinces, many of which prefer to be serviced by a single provider for most or all of its seniors communities, giving rise to business opportunities not previously available to the Company.  It also provided important diversification across the existing payer base.  By delivering services across a number of provinces, the segment has diversified its revenue with less reliance on any one government payer.  In addition, the Specialty Pharmacy segment benefits from the scale of national operations from a management and operational perspective.

The Company will continue to explore strategic, tuck-in acquisitions within the Specialty Pharmacy segment to further strengthen its national delivery platform.

Leveraging the significant expertise and capabilities added with the acquisition of Pharmacare, the Company expects to capitalize from a shift in the Canadian pharmacy industry resulting in an expanded scope of practice for pharmacists as they are increasingly being recognized as the medication management experts of the health care team.  In addition, the Company expects that pharmacoviligance will be increasingly valued by customers and patients as the number of seniors, who are typically on multiple medications at any given time and who are typically on more medications as they age, continues to grow.

On October 1, 2015 the Ontario Ministry of Health and Long Term Care (MOHLTC) implemented amendments to Ontario Regulation 201/96 under the Ontario Drug Benefit Act (ODBA) that have impact across the Ontario Pharmacy industry. For Centric Health, the acquisition of Pharmacare meaningfully diversified the Specialty Pharmacy segment's revenues beyond Ontario (prior thereto, all Specialty Pharmacy revenue was generated in Ontario) and the Company expects that further growth of its business in Western Canada will continue to diversify its revenue from this segment. Centric management believes that efficiencies the Company can continue to realize in its Specialty Pharmacy business, as well as revisions to its seniors community pharmacy service model in Ontario related to ancillary services will serve to largely offset the impact on the profitability of its Specialty Pharmacy segment.  In this context, Centric will continue to focus and deliver on its primary objective of achieving the highest levels of quality care and safe medication services.

Surgical and Medical Centres

Growth in the Company's Surgical and Medical Centres segment is expected to be driven primarily by increasing the utilization of the existing network capacity through a multi-faceted strategy that includes expanding partnerships with local physicians and health authorities, marketing and brand development, and the continued introduction of innovative programs and new technologies. Efforts to further expand the roster of physicians and surgical privileges to optimize operating room capacity are ongoing at all of the Company's surgical centres. Additionally, Centric will continue to pursue opportunities to work alongside governments, health authorities and hospitals to find opportunities to relieve surgical wait-lists through new partnerships and business models.  The Company has successfully expanded capacity utilization in its Surgical Centre network to 38% in the third quarter of 2015 from approximately 30% in the first quarter of 2014.  Management has a target capacity utilization for the network of 50% in the medium term.

The benefits of the strategic positioning of the centres as partners with physicians, hospitals and health authorities are beginning to be realized as is demonstrated by the year-over-year increase in revenue in the first nine months of 2015.  A key contributor to this growth has been and is expected to continue to be the continued roll-out and ramp up of bariatric procedures across all of the Company's Surgical Centres.  The Surgical and Medical Centres segment is also focused on increasing its online presence to generate new business leads.  Year to date 2015, the segment has seen a 17% year-over-year increase in online inquiries as a result of this initiative.

Earlier this year, the Company undertook significant renovation to its False Creek location in Vancouver, British Columbia to further enhance the patient experience and ensure that the facility continues to meet and exceed all accreditation standards, which resulted in work disruption of the facility over the period.

As the Company continues to pursue opportunities to increase utilization of available capacity within is Surgical Centre network, due to its limited scale, the segment remains susceptible to one-time events which may impact Adjusted EBITDA and Adjusted EBITDA margin, though the overall growth in revenue is indicative of continued progress in the segment.

Employer Healthcare Management and Wellness

First launched during the second half of 2014, the Company's Employer Healthcare Management and Wellness initiative provides employee benefits and wellness programs to large employer clients, enabling them to select from a broad range of healthcare and wellness options and combine them into a plan that meets their needs. Supported by a dedicated cross-divisional business development team, the initiative continued to gain traction and momentum with clients throughout the first two quarters of 2015, resulting in several new and expanded contracts, including a contract with a major Canadian benefits provider for assessments and orthopedics, marking the Company's first multi-segment contract that includes surgical services. The Company expects contracts signed in the first half of 2015 to begin generating additional revenue into various core segments in the second half of 2015.  Importantly, Centric Health is able to implement this growth initiative with minimal investment through its existing platform and national network.

Corporate Infrastructure

Management believes overall profitability can be improved through further optimization of corporate infrastructure. The Company continues to implement opportunities to reduce corporate costs as a proportion of consolidated revenue through centralization of functions, rightsizing, achieving deeper synergies amongst the operating segments through coordinated business development efforts and managing discretionary spend and professional fees.

Financing and Debt Reduction

On May 11, 2015, the revolving facility which helps support the Company's working capital requirements and which was set to mature on June 9, 2015, was extended for one year on consistent terms and conditions. In connection with this extension, the facility's capacity was increased to $35.0 million from its then temporary level of $25.0 million, an amount that effectively met the Company's operating needs, while other terms and conditions remained consistent. The extension and amendment represents a $5.0 million permanent reduction to the revolving facility's capacity and is part of the Company's debt reduction strategy.

On June 25, 2015, the Company purchased an aggregate of 9,842 second lien senior secured notes for a total principal amount of $9.8 million plus $0.2 million in accrued and unpaid interest, representing $10.0 million in total. The Company has now completed its planned $15.0 million permanent debt reduction through the $5.0 million permanent reduction to the Revolving Facility and the $9.8 million redemption of the second lien senior secured notes.

As at September 30, 2015 the Company has restricted cash of $0.9 million, which decreased from the December 31, 2014 amount of $36.3 million due to the cash payment on the Pharmacare acquisition, draws for capital expenditures and transaction and other costs. Restricted cash increased by $10.0 million with the withdrawal of the $10.0 million temporary reduction to the revolving facility offset by the use of that cash to repay $10.0 million on the second lien senior secured notes.  The Company intends to use the remaining restricted cash to reinvest in its core businesses through capital expenditures.

The Company is in the process of discussing strategic alternatives with external advisers on the refinancing of the $15 million convertible debentures due April 2016 and the Revolving Facility due June 2016. With respect to the convertible debentures, such alternatives could include repayment with new financing, extensions or other repayment alternatives including converting to shares at the Company's discretion. The alternatives for the Revolving Facility are discussed further below, as a renewal for a one or two year period with similar terms and conditions is not the only alternative the Company is considering given the strategic review that is in process.

With the completion of acquisitions made during the first quarter of 2015 and the completion of the $15 million debt reduction in the second quarter of 2015, the Company anticipates it will be in compliance with the covenants in its Revolving Facility during the remainder of 2015 and through to its renewal in June 2016. The Company expects to continue to generate sufficient cash flow to meet its obligations as they come due through future organic growth, ongoing operational improvements and cost containment initiatives. There can be no assurance that the Company will be successful in achieving the results targets as set out in its 2015 and 2016 operating plan for the balance of 2015 or through to the renewal of the Revolving Facility in 2016.

On July 27, 2015, the Company announced that its Board of Directors (the "Board") has initiated a process to consider and evaluate strategic alternatives available to the Company following unsolicited interest in certain businesses of the Company. The Company has previously disclosed that it was exploring opportunities to maximize shareholder value which included additional divestitures of existing businesses. In light of the above mentioned circumstances, the Company has established a Special Committee composed of directors who are independent of management to oversee the strategic review process. In addition to a potential sale of the Company's businesses or assets or any combination thereof, some of the strategic alternatives being considered may include, but are not limited to joint ventures, strategic financing, redemption or repurchase of securities as well as the continued execution of its business plan.

During the third-quarter of 2015 the Company engaged in discussions with interested third-parties with respect to a potential divestiture of certain businesses or assets of the Company, which is one of the alternatives currently being considered and evaluated by the Special Committee. As of the date hereof, the Special Committee has not made any recommendations and the Board has not approved any transaction. Should the Company conclude a sale or sales of businesses or assets, it is anticipated that a substantial portion of the proceeds of such a sale or sales would be used to further reduce the Company's indebtedness.

The Company does not intend to make further announcements or disclose developments with respect to this process unless the evaluation has been completed and only if the Board has approved a definitive transaction and the Company has entered into a definitive agreement, unless otherwise required by law or regulation or disclosure of which is deemed appropriate.

SHARES OUTSTANDING

As at September 30, 2015 and as at the date of this press release (November 16, 2015) the Company had total shares outstanding of 162,253,627. The outstanding shares at September 30, 2015 and November 16, 2015 include 1,576,025 shares which are restricted or held in escrow and will be released to certain vendors of previously acquired businesses based on the achievement of certain stated performance targets. Accordingly, for financial reporting purposes, the Company reported 160,677,602 common shares outstanding as at September 30, 2015  and 153,388,986 shares outstanding at December 31, 2014. The number of options outstanding is 5,991,000 at September 30, 2015  and  November 16, 2015. The number of restricted share units outstanding is 2,922,486 at September 30, 2015 and November 16, 2015. The number of warrants outstanding is 12,694,427 at September 30, 2015 and November 16, 2015. Should all outstanding options and warrants that were exercisable at September 30, 2015 be exercised, the Company would receive proceeds of $21.0 million.

¹NON-IFRS MEASURES

This press release includes certain measures which have not been prepared in accordance with IFRS such as EBITDA, Adjusted EBITDA, Adjusted EBITDA margin and Adjusted EBITDA per share.  These non-IFRS measures are not recognized under IFRS and, accordingly, shareholders are cautioned that these measures should not be construed as alternatives to net income determined in accordance with IFRS.  The non-IFRS measures presented are unlikely to be comparable to similar measures presented by other issuers.

The Company defines EBITDA as earnings before depreciation and amortization, interest expense, amortization of lease incentives, and income tax expense (recovery).  Adjusted EBITDA is defined as EBITDA before transaction and restructuring costs, changes in the fair value of the contingent consideration liability, impairments, stock based compensation expense, change in fair value of derivative financial instruments and gain on disposal of property and equipment recognized in the statement of income. Adjusted EBITDA margin is defined as Adjusted EBITDA divided by revenue. Adjusted EBITDA per share is defined as Adjusted EBITDA divided by the weighted outstanding shares on both a basic and diluted basis. The Company believes that Adjusted EBITDA¹ is a meaningful financial metric as it measures cash generated from operations which the Company can use to fund working capital requirements, service interest and principal debt repayments and fund future growth initiatives.  The Company's agreements with senior lenders are structured with certain financial performance covenants which includes Adjusted EBITDA¹ as a key component of the covenant calculations. EBITDA and Adjusted EBITDA¹ are not recognized measures under IFRS.

Reconciliation of Non-IFRS Measures

²PRESENTATION OF FINANCIAL RESULTS

In the second quarter of 2014, Centric health launched a strategic plan to focus on core businesses and divest of non-core businesses.  As a result of entering into definitive agreements for the divestiture of non-core businesses in June 2014, which were subsequently closed in September 2014, the sale of other businesses in May 2014 and the closure of an underperforming surgical centre, the Company has segregated its results from operations between continuing and discontinued operations for the three and nine month periods ended September 30, 2015 and 2014. Continuing operations reflect the Company's focus on its three core segments: Physiotherapy, Rehabilitation and Assessments, Specialty Pharmacy, and Surgical and Medical Centres.

CONFERENCE CALL

Centric Health will host a conference call, including a slide presentation, to discuss its first quarter financial results tomorrow, Tuesday, November 17, 2015, at 8:30 a.m. (ET).

Telephone Dial-In Access Information

To access the conference call by telephone, dial 647-427-7450 or 1-888-231-8191.  Please connect approximately 10 minutes prior to the beginning of the call to ensure participation.  Those participating in the conference call by telephone can view the slide presentation by accessing the online webcast (see instructions below) and choosing the Non-Streaming Audio option.

Webcast Access Information

A live webcast of the conference call, including the slide presentation, will be available on the Events and Presentations page of the Investors section of the Company's web site (http://www.centrichealth.ca/events-presentations.php).  Please connect at least 15 minutes prior to the conference call to ensure adequate time for any software download that may be required to join the webcast. To view the webcast presentation with slides, please choose either the Real Streaming Audio or Windows Streaming Audio option.

Archive Access Information

The conference call will be archived for replay by telephone until Tuesday, November 24, 2015 at midnight.  To access the archived conference call, dial 1-855-859-2056 or 416-849-0833 and enter the reservation number 61368258. 

The webcast with slide presentation will be archived for 90 days on the Events and Presentations page of the Investors section of the Company's web site (http://www.centrichealth.ca/events-presentations.php).

For further information please refer to the Company's complete filings at www.sedar.com.

About Centric Health

Centric Health's vision is to be Canada's premier healthcare company, providing innovative solutions centered on patients and healthcare professionals. As a diversified healthcare company with investments in several niche service areas, Centric Health currently has operations in medical assessments, disability and rehabilitation management, physiotherapy and surgical centres, specialty pharmacy and wellness and prevention. With knowledge and experience of healthcare delivery in international markets and extensive and trusted relationships with payers, physicians, and government agencies, Centric Health is pursuing expansion opportunities into other healthcare sectors to create value for all stakeholders with an unwavering commitment to the highest quality of care. Centric Health is listed on the TSX under the symbol CHH. For further information, please visit www.centrichealth.ca.

This press release contains statements that may constitute "forward-looking statements" within the meaning of applicable Canadian securities legislation.  These forward-looking statements include, among others, statements regarding business strategy, plans and other expectations, beliefs, goals, objectives, information and statements about possible future events. Readers are cautioned not to place undue reliance on such forward-looking statements. Forward-looking statements are based on current expectations, estimates and assumptions that involve a number of risks, which could cause actual results to vary and in some instances to differ materially from those anticipated by Centric Health and described in the forward-looking statements contained in this press release. No assurance can be given that any of the events anticipated by the forward-looking statements will transpire or occur or, if any of them do so, what benefits Centric Health will derive there-from.

SOURCE Centric Health Corporation