TORONTO, March 28, 2013 /CNW/ - Centric Health Corporation ("Centric
Health" or "the Company") (TSX: CHH), Canada's leading diversified
healthcare services company, today announced financial results for the
fourth quarter and year ended December 31, 2012.
Financial and Operating Highlights for Fourth Quarter and 2012 Year
-
Revenue increased by 44% to $110.9 million for the fourth quarter and by
117% to $436.7 million for the year from that for the corresponding
periods of 2011, the result of acquisitions and organic growth;
-
Adjusted EBITDA1 increased by 53% to $9.6 million for the fourth quarter and 101% to
$42.8 million for the corresponding periods of 2011, the result of
acquisitions, cost containment initiatives and organic growth;
-
Generated positive cash flow from operations for the fourth quarter of
$14.8 million and $15.3 million for the year as the Company focused on
cash management as compared to $0.6 million and $7.6 million
respectively in the prior year;
-
Completed the acquisition of Motion Specialties Inc., expanding the
Company's national presence in the retail and home medical equipment
sector, which was accretive by $5.9 million to the Company's 2012
results;
-
Added senior management with significant industry experience with the
appointments of David Cutler as President and Chief Executive Officer,
Daniel Gagnon as Chief Financial Officer (subsequent ot year end on
February 13, 2013) and Chris Dennis as Chief Operating Officer
(subsequent to year end, effective April 9, 2013);
-
Strengthened the Board of Directors with the appointment of Yazdi
Bharucha as an independent Director and Chair of the Audit Committee
(subsequent to year end on February 22, 2013);
-
Completed a bought deal for $25.9 million in net proceeds from
convertible subordinated, unsecured notes and a private placement for
$15.0 million in proceeds from convertible subordinated, unsecured
convertible notes, the proceeds of which were both used to pay down the
Company's senior debt. In addition, completed the second closing of an
innovative prospectus supplement focusing on staff and healthcare
professionals that raised aggregate gross proceeds under both closings
of $13.6 million;
-
Following an active period of mergers and acquisitions in 2011 and into
the first quarter of 2012, the Company continued its focus on cost
containment with further integration, rationalization, renegotiation of
supplier contracts and the closure and rationalization of certain
Assessment locations. Corporate office expenses improved to 3.7% of
revenue for 2012 from 5.6% for 2011. In addition, the Company has
launched multiple top line initiatives with the goal of extracting
synergies and expanding operations throughout the Company.
"Centric Health has assembled a national healthcare services platform
that is unrivaled in Canada and we now have the senior management team
in place to fully extract the value available through integration and
growth of that platform and create value for all stakeholders," said
Dr. Jack Shevel, Chairman Centric Health Corporation. "I have the
utmost confidence in our team's ability to deliver on Centric Health's
strategy to establish a national network focused on delivering the
highest quality care through services to seniors, corporate health
plans and surgical and medical centres and assist with Canada's
ever-expanding healthcare needs."
"Over the past several months, we have made significant progress toward
establishing the systems, structure and processes that are essential to
enable us to generate meaningful margin expansion and EBITDA growth and
the addition of our new COO, Chris Dennis, is a significant next step
in this direction," said David Cutler, President and Chief Executive
Officer, Centric Health Corporation. "The additions of our new Chief
Financial Officer, Daniel Gagnon, new Chief Operating Officer, Chris
Dennis, and new Chief Information Officer, Jim Black, are significant
next steps in this direction. We have a plan in place to realize the
benefits of the integration of our businesses and are driving forward
on multiple cost savings and revenue growth initiatives across the
organization - we have more than 20 top line initiatives alone.
Notably, we continue to sign new bundled services contracts for
retirement and long term care homes and we are progressing on a number
of innovative programs to leverage the available operating room
capacity at our surgical centres. It will, however, take time to begin
to realize the benefits of these initiatives and therefore expect it
will be several quarters before we see them meaningfully reflected in
our financial results."
FINANCIAL RESULTS
(All amounts below are in thousands except per share, shares
outstanding, and percentage data)
Selected Financial Information
|
Three months ended
December 31,
|
Year ended
December 31,
|
|
|
|
|
|
|
2012
|
2011
|
2012
|
2011
|
|
$
|
$
|
$
|
$
|
Revenue
|
110,917
|
77,265
|
436,651
|
200,992
|
|
|
|
|
|
Loss from operations
|
(6,846)
|
(5,997)
|
(9,269)
|
(4,532)
|
% of revenue
|
(6.2)%
|
(7.8)%
|
(2.1)%
|
(2.3)%
|
|
|
|
|
|
EBITDA1
|
(13,816)
|
(53,999)
|
53,476
|
15,897
|
|
|
|
|
|
Adjusted EBITDA1
|
9,591
|
6,271
|
42,832
|
21,360
|
Adjusted EBITDA1 margin
|
8.6%
|
8.1%
|
9.8%
|
10.6%
|
|
|
|
|
|
Net loss
|
(38,530)
|
(67,484)
|
(7,088)
|
(8,978)
|
Per share - basic ($)
|
$ (0.32)
|
$ (0.74)
|
$ (0.06)
|
$ (0.11)
|
Per share - diluted ($)
|
$ (0.32)
|
$ (0.74)
|
$ (0.06)
|
$ (0.11)
|
|
|
|
|
|
Weighted average shares
|
|
|
|
|
outstanding (basic)*
|
121,338
|
90,691
|
114,140
|
80,656
|
Shares outstanding Dec. 31*
|
121,389
|
98,220
|
121,389
|
98,220
|
|
|
|
|
|
Cash flow from operations
|
14,813
|
621
|
15,314
|
7,598
|
*Excludes contingent escrowed shares and restricted shares
Consolidated Results
Consolidated revenue for the fourth quarter of 2012 increased by 44% to
$110.9 million from $77.3 million for the comparable period of 2011.
The increase is primarily the result of acquisitions, as well as
organic growth, synergies resulting from acquisitions and growth
strategies.
Adjusted EBITDA1, which excludes impairments, transaction and restructuring costs and
the non-cash change in the fair value of the contingent consideration
liability, for the fourth quarter of 2012 increased 53% to $9.6 million
compared with $6.3 million for the comparable period of 2011. The
increase is primarily attributable to the accretive contribution of the
Motion Specialties acquisition from February 2012 ($1.4 million), the
accretive contribution of the Classic Care acquisition from November
2011 ($0.9 million) and the decrease in corporate costs ($2.7 million)
resulting from the Company's rationalization and centralization
initiatives, including the closure of the Company's Calgary head office
in 2012. The Company also realized a gross margin improvement in the
Assessments operations through right-sizing measures. These were
partially offset by a decline in the financial performance of the
Company's Surgical operations due to excess operating room capacity and
the implementation of certain management changes at the Company's
Sarnia location.
Adjusted EBITDA1 margin for the fourth quarter of 2012 was 8.6% compared with 8.1% for
the comparable period of 2011.
Consolidated revenue for the year increased by 117% to $436.7 million
from $201.0 million for 2011. Adjusted EBITDA1 for the year increased by 101% to $42.8 million from $21.4 million for
2011. The increase was driven by the accretive contribution of the
2011 and 2012 acquisitions, organic growth initiatives, and cost
containment measures, which were partially offset by a decline in the
results of the Company's Surgical operations resulting from excess
operating room capacity.
Adjusted EBITDA1 margin for 2012 decreased to 9.8% from 10.6% for 2011 due to the lower
margins associated with the acquisition of Motion Specialties, which
has relatively low margins, the impact of regulatory reform in the
Assessments segment and the decline in financial performance of the
Surgical operations, which tends to have relatively high margins.
Segment Results
|
|
Three months ended December 31,
|
|
|
Revenue
|
Adjusted EBITDA1
|
|
|
2012
|
2011
|
2012
|
2011
|
|
|
$
|
$
|
$
|
%
|
$
|
%
|
Physiotherapy
|
|
|
43,828
|
|
41,416
|
|
5,966
|
13.6
|
|
6,983
|
16.9
|
Pharmacy
|
|
|
23,660
|
|
13,217
|
|
2,344
|
9.9
|
|
1,056
|
8.0
|
Retail & Home Medical Equipment
|
|
|
26,802
|
|
2,706
|
|
1,325
|
4.9
|
|
137
|
5.1
|
Assessments
|
|
|
8,830
|
|
10,553
|
|
1,744
|
19.8
|
|
1,739
|
16.5
|
Surgical & Medical Centres
|
|
|
7,797
|
|
9,373
|
|
578
|
7.4
|
|
1,453
|
15.5
|
Corporate
|
|
|
-
|
|
-
|
|
(2,366)
|
-
|
|
(5,097)
|
-
|
Total
|
|
$
|
110,917
|
$
|
77,265
|
$
|
9,591
|
8.6%
|
$
|
6,271
|
8.1%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31,
|
|
|
Revenue
|
Adjusted EBITDA1
|
|
|
2012
|
2011
|
2012
|
2011
|
|
|
$
|
$
|
$
|
%
|
$
|
%
|
Physiotherapy
|
|
|
176,726
|
|
112,307
|
|
25,725
|
14.6
|
|
13,460
|
12.0
|
Pharmacy*
|
|
|
92,769
|
|
19,235
|
|
9,714
|
10.5
|
|
1,622
|
8.4
|
Retail & Home Medical Equipment*
|
|
|
96,445
|
|
6,170
|
|
6,906
|
7.2
|
|
1,381
|
22.4
|
Assessments
|
|
|
37,210
|
|
35,654
|
|
6,720
|
18.1
|
|
6,306
|
17.7
|
Surgical & Medical Centres*
|
|
|
33,501
|
|
27,626
|
|
3,201
|
9.6
|
|
3,321
|
12.0
|
Corporate
|
|
|
-
|
|
-
|
|
(9,434)
|
-
|
|
(4,730)
|
-
|
Total
|
|
$
|
436,651
|
$
|
200,992
|
$
|
42,832
|
9.8
|
$
|
21,360
|
10.6
|
*Adjusted EBITDA margins reflect acquisitions since the fourth quarter
of 2011 which generate lower margins than legacy operations.
SHARES OUTSTANDING
As at both December 31, 2012 and the date of this news release, the
Company has total shares outstanding of 144,620,526, of which
22,231,081 are held in escrow pending acquired businesses achieving
performance targets or vesting milestones and 1,000,000 are restricted
shares at December 31, 2012 and 18,686,853 are held in escrow pending
acquired businesses achieving performance targets or vesting milestones
and 800,000 are restricted shares at March 28, 2013. Consequently,
there are 121,389,445 shares outstanding excluding restricted shares
and shares held in escrow as contingent consideration for the vendors
of acquired businesses at December 31, 2012 and 125,133,673 at March
28, 2013. The number of options outstanding is 11,224,500 and the
number of restricted share units outstanding is 610,000 at December 31,
2012 and March 28, 2013. The number of warrants outstanding is
28,576,590 at December 31, 2012 and 33,078,390 at March 28, 2013.
Should all outstanding options and warrants that were exercisable at
December 31, 2012 be exercised, the Company would receive proceeds of
$17,624.
LIQUIDITY AND CAPITAL RESOURCES
The Company was in compliance with its financial performance covenants
at December 31, 2012. The Company anticipates that, based on meeting
its 2013 operating budget, it will generate sufficient cash flow from
operations in 2013 to meet its obligations as they come due. However,
based on existing cash flow, overall debt levels and the need to focus
on operational performance improvements, the Company is considering
alternative lending arrangements to replace the existing Term Loan and
Revolving Facility. While alternative arrangements may come at a
higher interest cost, their terms would likely provide greater
financial flexibility with more relaxed financial performance
covenants.
OUTLOOK
Centric Health has established an integrated national healthcare company
with a platform for growth that is unparalleled in Canada and well
positioned to assist with Canada's ever-expanding healthcare needs.
Under the direction of new President and Chief Executive Officer, David
Cutler, new Chief Financial Officer, Daniel Gagnon, new Chief Operating
Officer, Chris Dennis (effective April 8, 2013) and new Chief
Information Officer, Jim Black (effective April 8, 2013), the Company
continues to focus on integration of its past acquisitions to generate
cost savings, optimizing cash flow, and executing organic growth
initiatives. While the Company continues to seek out strategic
acquisitions that will bolster its existing national platform, its main
focus in 2013 will be to grow its existing businesses.
The Company continues to focus on improving its operating margins
through right-sizing activities and operational efficiency projects. In
2012, the Company initiated successful projects for working capital
management, the centralization of operational support services and
consolidated purchasing within its pharmacy operations. In addition,
the Company took decisive action to reduce its workforce in its
assessment operations in order to respond to past regulatory changes.
As the Company looks forward to 2013, it plans to further consolidate
purchasing initiatives in its surgical and retail and home medical
equipment operations and to undertake systems integration initiatives
specifically aimed at its retail and home medical equipment operations.
The Company also commenced numerous organic growth initiatives in 2012.
These initiatives tend to have long sales cycles and the Company
expects to begin to realize the benefits of these initiatives as 2013
progresses and beyond. The Company's cross-selling initiatives include
bundled service contracts, which leverage the Company's platform to
offer bundled Physiotherapy, Pharmacy and Home Medical Equipment
services to long-term care and retirement homes. The Company signed new
bundled services contracts in the fourth quarter of 2012 and further
contracts are expected to be signed in 2013. Other cross-selling
initiatives include expanding orthotics sales in physiotherapy clinics
and in Motion Specialties and MEDIchair stores, and promoting
rehabilitative services to surgical patients to expedite recovery. In
addition, the Company plans multiple initiatives to leverage the excess
capacity at its Surgical and Medical Centres and in the fourth quarter
of 2012 launched its first Centre of Excellence with the intention to
establish more.
The Company's new leadership team is focused on integration and growth
initiatives. Many of the initiatives that will be launched by the new
management team for both growth and cost containment have longer cycles
and the benefits are not expected to be realized in the Company's
results until the second half of 2013. When combined with the continued
underperformance of the Surgical operations into the beginning of 2013
due to the factors discussed above, management expects incremental
improvement in the first quarter 2013 financial results compared to
those of the fourth quarter of 2012. In addition, the new leadership
team plans on strengthening the Company's balance sheet by reducing the
Company's senior debt and total debt leverage ratios over the medium
term.
1Non-IFRS Measures
This press release includes certain measures which have not been
prepared in accordance with IFRS such as EBITDA, Adjusted EBITDA 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 Company defines EBITDA as
earnings before depreciation and amortization, interest expense,
amortization of lease incentives, and income tax recovery. Adjusted
EBITDA is defined as EBITDA before transaction and restructuring costs
and changes in the fair value of the contingent consideration
liability, impairments, stock based compensation expense, change in
fair value of derivative financial instruments and loss on disposal of
property and equipment recognized in the statement of income. Adjusted
EBITDA % 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 EBITDA is a meaningful financial metric as it
assists in the ability to measure cash generated from operations.
EBITDA and Adjusted EBITDA are not recognized measures under IFRS.
Reconciliation of Non-IFRS Measures
|
Three months ended
December 31,
|
Year ended
December 31,
|
|
2012
$
|
|
2011
$
|
2012
$
|
2011
$
|
Net loss
|
(38,530)
|
|
(67,484)
|
(7,088)
|
(8,978)
|
|
Depreciation and amortization
|
16,326
|
|
12,268
|
35,441
|
14,573
|
|
Interest expense
|
6,234
|
|
4,756
|
24,350
|
12,245
|
|
Amortization of lease incentives
|
111
|
|
-
|
342
|
(25)
|
|
Income tax expense (recovery)
|
443
|
|
(3,539)
|
(841)
|
(1,918)
|
EBITDA1
|
(15,416)
|
|
(53,999)
|
52,204
|
15,897
|
|
Transaction and restructuring costs
|
2,780
|
|
3,627
|
11,422
|
8,181
|
|
Change in fair value of contingent consideration liability
|
(5,893)
|
|
2,562
|
(51,164)
|
(60,078)
|
|
Impairments
|
27,421
|
|
52,801
|
27,421
|
52,801
|
|
Stock-based compensation expense
|
1,512
|
|
1,369
|
4,464
|
3,163
|
|
Change in fair value of derivative financial instruments
|
(1,201)
|
|
(89)
|
(1,947)
|
1,396
|
|
Loss on disposal of property and equipment
|
388
|
|
-
|
432
|
-
|
Adjusted EBITDA1
|
9,591
|
|
6,271
|
42,832
|
21,360
|
|
|
|
|
|
|
Basic weighted average number of shares
|
121,338
|
|
90,691
|
114,140
|
80,656
|
Adjusted EBITDA per share (basic)
|
$0.08
|
|
$0.07
|
$0.38
|
$0.26
|
Fully diluted weighted average number of shares
|
155,226
|
|
110,697
|
154,070
|
102,491
|
Adjusted EBITDA per share (diluted)
|
$0.06
|
|
$0.06
|
$0.28
|
$0.21
|
|
|
|
|
|
|
CONFERENCE CALL
Centric Health will host a conference call, including a slide
presentation, to discuss its fourth quarter and year end 2012 financial
results today, Thursday, March 28, 2013, at 4:00 p.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
Thursday, April 4, 2013 at midnight. To access the archived conference
call, dial 1-855-859-2056 and enter the reservation number 22236171.
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 is Canada's leading diversified healthcare company and
dedicated to building on the strengths of Canada's healthcare system
through innovative solutions. Through a series of strategic
acquisitions, the Company has amassed a national platform for delivery
of a broad range of services through more than 3,600 staff and
consultants at almost 1,000 locations and has preferred provider
contracts with over 50 corporations, government agencies and employers,
and over 600 contracts with Long Term Care and Retirement Homes. This
platform provides compelling growth prospects through synergies,
rationalization and cross-pollination opportunities to create
meaningful value for all stakeholders. Above all, Centric Health has
an unwavering commitment to employ the highest service and ethical
standards and deliver a superior quality of care with the best possible
clinical outcomes. For more information, 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