Quipt Home Medical Corp. (“
Quipt” or the
“
Company”) (NASDAQ:QIPT; TSXV:QIPT), a U.S. based
leader in the home medical equipment industry, focused on
end-to-end respiratory care, is pleased to announce that it has
exercised its right (the “
Conversion Right”) under
the debenture indenture dated March 7, 2019 (the
“
Indenture”), which governs all of the Company’s
8.0% unsecured convertible debentures issued on March 7, 2019 (the
“
Debentures”), to convert (the
“
Conversion”) all of the principal amount
outstanding of the remaining Debentures on September 8, 2022 (the
“
Conversion Date”) into common shares of the
Company (the “
Common Shares”).
Pursuant to the terms of the Indenture, the
Company may force conversion of the outstanding principal amount
(less any tax required by law to be deducted or withheld) of the
Debentures into Common Shares at the conversion price of $5.20 per
Common Share if the volume weighted average trading price of the
Common Shares on the TSX Venture Exchange (the
“TSXV”) for 20 consecutive trading days equals or
exceeds $6.48.
As of close of markets on August 8, 2022, the
volume weighted average trading price of the Common Shares listed
on the TSXV exceeded $6.48 for a period of 20 consecutive trading
days. As a result of the Conversion, the estimated remaining total
of approximately $9,771,000 (face value) of Debentures outstanding
will be converted into approximately 1,879,038 Common Shares, and
accrued and unpaid interest (less any required deductions or
withholdings) will be paid by the Company in cash to the applicable
holders of the Debentures.
Management Commentary
“The conversion of this debenture is an exciting
milestone for the Company, as we continue to execute on our
aggressive growth strategy. The conversion of the debentures
further strengthens our balance sheet, eliminates the interest
payments associated with the debentures, and simplifies our debt
structure,” said Greg Crawford, Chairman and CEO of Quipt. “Since
April 2022, we have successfully completed four acquisitions
adding over 30,000 active patients, over US$25 million in revenue
and over US$4.5 million of Adjusted EBITDA. Additionally, we were
awarded a national insurance contract with the largest payer in the
United States dramatically increasing patient accessibility, and
most recently announced a supply contract with Cardinal Health,
which will provide opportunities to expand into new product
offerings as well as generate cost savings over time. As we
continue to drive each area of the business, the conversion of
this convertible debenture is another testament to our positive
momentum.”
ABOUT QUIPT
HOME MEDICAL
CORP.
The Company provides in-home monitoring and
disease management services including end-to-end respiratory
solutions for patients in the United States healthcare market. It
seeks to continue to expand its offerings to include the management
of several chronic disease states focusing on patients with heart
or pulmonary disease, sleep disorders, reduced mobility and other
chronic health conditions. The primary business objective of the
Company is to create shareholder value by offering a broader range
of services to patients in need of in-home monitoring and chronic
disease management. The Company’s organic growth strategy is to
increase annual revenue per patient by offering multiple services
to the same patient, consolidating the patient’s services and
making life easier for the patient.
Reader Advisories
Unless otherwise specified, all dollar amounts in this press
release are expressed in Canadian dollars.
Neither the TSX Venture Exchange nor its
Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for
the adequacy or accuracy of this release.
Forward-Looking
Statements
Certain statements contained in this press
release constitute "forward-looking information" as such term is
defined in applicable Canadian securities legislation. The words
"may", "would", "could", "should", "potential", "will", "seek",
"intend", "plan", "anticipate", "believe", "estimate", "expect",
"outlook", and similar expressions as they relate to the Company,
including statements in respect of the proposed Conversion and the
timing thereof and the benefits derived by the Company as a result
of the Conversion. All statements other than statements of
historical fact may be forward-looking information. Such statements
reflect the Company's current views and intentions with respect to
future events, and current information available to the Company,
and are subject to certain risks, uncertainties and assumptions.
Many factors could cause the actual results, performance or
achievements that may be expressed or implied by such
forward-looking information to vary from those described herein
should one or more of these risks or uncertainties materialize.
Examples of such risk factors include, without limitation: credit;
market (including equity, commodity, foreign exchange and interest
rate); liquidity; operational (including technology and
infrastructure); reputational; insurance; strategic; regulatory;
legal; environmental; capital adequacy; the general business and
economic conditions in the regions in which the Company operates;
the ability of the Company to execute on key priorities, including
the successful completion of acquisitions, business retention, and
strategic plans and to attract, develop and retain key executives;
difficulty integrating newly acquired businesses; the ability to
implement business strategies and pursue business opportunities;
low profit market segments; disruptions in or attacks (including
cyber-attacks) on the Company's information technology, internet,
network access or other voice or data communications systems or
services; the evolution of various types of fraud or other criminal
behavior to which the Company is exposed; the failure of third
parties to comply with their obligations to the Company or its
affiliates; the impact of new and changes to, or application of,
current laws and regulations; decline of reimbursement rates;
dependence on few payors; possible new drug discoveries; a novel
business model; dependence on key suppliers; granting of permits
and licenses in a highly regulated business; the overall difficult
litigation environment, including in the U.S.; increased
competition; changes in foreign currency rates; increased funding
costs and market volatility due to market illiquidity and
competition for funding; the availability of funds and resources to
pursue operations; critical accounting estimates and changes to
accounting standards, policies, and methods used by the Company;
the occurrence of natural and unnatural catastrophic events and
claims resulting from such events; and risks related to COVID-19
including various recommendations, orders and measures of
governmental authorities to try to limit the pandemic, including
travel restrictions, border closures, non-essential business
closures, quarantines, self-isolations, shelters-in-place and
social distancing, disruptions to markets, economic activity,
financing, supply chains and sales channels, and a deterioration of
general economic conditions including a possible national or global
recession; as well as those risk factors discussed or referred to
in the Company’s disclosure documents filed with United States
Securities and Exchange Commission and available at www.sec.gov,
and with the securities regulatory authorities in certain provinces
of Canada and available at www.sedar.com. Should any factor affect
the Company in an unexpected manner, or should assumptions
underlying the forward-looking information prove incorrect, the
actual results or events may differ materially from the results or
events predicted. Any such forward-looking information is expressly
qualified in its entirety by this cautionary statement. Moreover,
the Company does not assume responsibility for the accuracy or
completeness of such forward-looking information. The
forward-looking information included in this press release is made
as of the date of this press release and the Company undertakes no
obligation to publicly update or revise any forward-looking
information, other than as required by applicable law.
Non-GAAP Measures
This press release refers to “Adjusted EBITDA”
which is a non-GAAP and non-IFRS financial measure that does not
have a standardized meaning prescribed by GAAP or IFRS. The
Company’s presentation of this financial measure may not be
comparable to similarly titled measures used by other companies.
This financial measure is intended to provide additional
information to investors concerning the Company’s performance.
Adjusted EBITDA is defined as EBITDA excluding stock-based
compensation. Adjusted EBITDA is a Non-IFRS measure the Company
uses as an indicator of financial health and excludes several
items which may be useful in the consideration of the financial
condition of the Company, as applicable, including interest
expense, income taxes, depreciation, amortization, stock- based
compensation, goodwill impairment and change in fair value of
debentures and financial derivatives.
For further information please visit our website
at www.Quipthomemedical.com, or contact:
Cole StevensVP of Corporate DevelopmentQuipt
Home Medical Corp. 859-300-6455cole.stevens@myquipt.com
Gregory CrawfordChief Executive OfficerQuipt Home Medical Corp.
859-300-6455investorinfo@myquipt.com
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