Patient Home Monitoring (PHM) Announces Definitive Purchase Agreements with Next Wave of Acquisitions Significantly Increasin...
January 08 2014 - 8:00AM
Marketwired Canada
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Patient Home Monitoring (PHM) (TSX VENTURE:PHM), a profitable company focused on
rolling-up annuity-based healthcare service companies in the US and Canada,
today announced (1) the Board of Directors has approved the execution of
Definitive Purchase Agreements to acquire several companies servicing patients
with chronic diseases. The combined companies have trailing 12-month revenues of
$5.7 million and trailing 12-month EBITDA of approximately $1,350,000; (2) It
has appointed three seasoned executives as VP's of Sales, Operations, and
Patient Services; and (3) as part of recent financing announced in late December
2013, PHM also reported new share holdings by insiders.
Acquisitions
Under the various definitive agreements, PHM will acquire (1) Resource Medical
Group, a company focused on pulmonary disease services, in an all stock
transaction for 7,623,984 common shares of PHM, (2) Palmetto Medical Holdings,
LLC, a company specializing in home-based sleep apnea and chronic obstructive
pulmonary disease (COPD) treatments in an all cash transaction for $888,891; (3)
HeartHealth4Me.com, a social media company specializing in direct-to-patient
marketing, in an all stock transaction for 750,000 common shares of PHM with
additional shares issued based upon future profits, and (4) RMGC, LLC, a company
focused on home-based healthcare logistics and services in a cash and stock
transaction for 5,154,862 common shares of PHM and $653,275 in cash.
The closing of these various acquisitions is subject to TSX approval. As
outlined in the November 20, 2013 announcement, the acquisitions are expected to
significantly increase revenues and cash flow upon closing. The combined
companies are expected to immediately increase PHM's annual EBITDA run rate to
over $3,000,000, and increase organic growth potential by offering additional
services to existing patients, as well as offering current services to newly
acquired patients.
"This wave of acquisitions propels PHM to a new level," explained Mr. Bob
Kusher, CEO of PHM. "It takes us to a strong and growing eight figure revenue
stream and increases our profitability substantially upon closing. It also adds
significantly to our breadth of services offered to the market, and to our sales
and marketing capabilities. I expect that we can continue to source, negotiate
and close additional accretive acquisition targets. Our M&A team is actively
working on a large and growing acquisition pipeline."
Increase of Cash on the Balance Sheet and New Insider Stock Holdings
As announced December 23, 2013, PHM has concluded a brokered financing with net
proceeds of $5,347,500. Along with cash flow generated from operations, the
financing increases PHM's cash on the balance sheet and strengthens PHM's
ability to close on attractive acquisitions without financing contingencies. PHM
is actively identifying and, qualifying further acquisitions of profitable, cash
flow positive healthcare companies with services and products complementary to
PHM's existing offerings.
PHM Chairman Michael Dalsin and Executive Director Roger Greene acquired an
additional 2,526,563 common shares from Stanmore Capital Holdings, LLC. Stanmore
Capital Holdings, LLC has ceased to hold any PHM shares and all compensation
contracts with Stanmore have been terminated. PHM has engaged Dalsin and Greene
as advisors with a base compensation of $30,000 per year each. The advisory
agreement includes certain cash bonuses for acquisitions, revenue and EBITDA
growth and capital markets activities.
"This financing puts PHM in a very strong position to close another acquisition
of a larger company with a view to significantly increase revenues, profits, and
earnings per share," said Mr. Dalsin, Chairman of PHM. "We have seen great
support in the capital markets for the acquisition plan. We now have an even
larger balance sheet to execute on that plan."
Appointment of VP of Sales, VP of Operation and VP of Patient Services
PHM announced it has signed employment contracts with three seasoned executives
adding to the team of senior managers focused daily on sales and profit growth
though delivering quality services to patients across the US market. David
Hayes, appointed VP of Sales of PHM, has decades of experience as a senior sales
manager, owner and entrepreneur in the healthcare services industry. Jess
Cuthbert, appointed VP of Operations, has extensive experience as an operator,
owner and entrepreneur in the healthcare services industry. Asa Stafford,
appointed VP of Patient Services of PHM has proven experience as a senior
manager responsible for contracting and customer satisfaction.
"These talented leaders provide a management team capable of integrating several
future acquisitions," said Bob Kusher, CEO of PHM. "Their sales and operational
expertise is much needed addition as PHM focuses on achieving $100,000,000 in
revenues through acquisitions and organic growth."
Continuance to British Columbia
PHM announced that, further to its press release of December 9, 2013, it has
continued from the Province of Alberta to the Province of British Columbia (the
"Continuance") pursuant to a special resolution passed by shareholders of PHM at
the annual and special meeting of shareholders of PHM held on December 9, 2013.
Further details of the Continuance are set out in the Company's Management
Information Circular dated November 7, 2013 filed under the Company's profile on
SEDAR at www.sedar.com.
About PHM
PHM is currently a positive cash flow and profitable company servicing patients
with heart disease and other chronic health conditions, and will act as a
platform for acquisitions. PHM is focused on a highly fragmented and developing
market of small privately-held companies servicing chronically ill patients with
multiple disease states caused mainly by age and obesity. Because of the new and
highly fragmented nature of the market, PHM is actively working to identify and
evaluate profitable, annuity-based companies to acquire their patient databases
and technical expertise at favorable prices. PHM's post acquisition 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. The expected result is growing EPS with each
acquisition and growing revenue and profits from the cross selling efforts.
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.
These Adjusted EBITDA figures are unaudited and may change subject to due
diligence and closing procedures. They are intended only as an estimate of
trailing twelve month Adjusted EBITDA of the combined entities and are not meant
to convey forward looking information. 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, including interest expense, taxes, depreciation, amortization, stock
based compensation, and owner compensation.
Forward-Looking Statements
Information in this news release that is not current or historical factual
information may constitute forward-looking information within the meaning of
securities laws. Implicit in this information, particularly in respect of the
future outlook of PHM and anticipated events or results, are assumptions based
on beliefs of PHM's senior management as well as information currently available
to it. While these assumptions were considered reasonable by PHM at the time of
preparation, they may prove to be incorrect. Readers are cautioned that actual
results are subject to a number of risks and uncertainties, including the
availability of funds and resources to pursue operations, 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, competition, low profit market segments
as well as general economic, market and business conditions, and could differ
materially from what is currently expected.
FOR FURTHER INFORMATION PLEASE CONTACT:
Patient Home Monitoring Corp.
Michael Dalsin
Chairman
(323) 253-3055
Patient Home Monitoring Corp. (TSXV:PHM)
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