Agility Health Announces Proposed Acquisition Resulting in Pro Forma Revenues Exceeding US$100 Million
July 21 2014 - 1:08PM
Agility Health, Inc. (TSX-V:AHI) ("
Agility Health"
or the "
Company"), a leading provider of physical
rehabilitation and software services that benefit patients,
healthcare providers and employers is pleased to announce that it
has entered into a letter of intent to acquire 100% of an
undisclosed target company (the "
Target"), a
leading provider of contract physical rehabilitation services in
the United States. The total acquisition consideration of $20.8
million cash at closing represents less than 5 times the
anticipated pro forma EBITDA of the combined entity and would
expand Agility Health operations to more than 200 sites across 26
states with more than 1,800 employees providing services for
approximately 2 million patient visits per year. The acquisition of
the Target will be immediately accretive to Agility's earnings with
pro forma 2013 annual revenues assuming completion of the
acquisition in excess US$100 million.
The closing of the acquisition, expected to occur in the third
quarter of calendar 2014, is subject to confirmatory due diligence
and the satisfaction of certain conditions customary for
transactions of this nature, including the execution of definitive
agreements, TSXV and other corporate regulatory approvals, and the
arrangement of adequate financing, among other conditions.
Steven N. Davidson, CEO of Agility Health said, "This would be
an important milestone in Agility's stated objective to becoming a
national presence in the physical rehabilitation market, with
revenues having grown under Agility's current leadership from US$20
million in 2003 to what would be over US$100 million following the
acquisition. Our business plan and our review of the market call
for Agility to make additional acquisitions of this size and
quality, and we are thrilled to be taking another step toward
realizing that vision."
Expected Benefits of the Transaction:
- Agility would become one of the largest independent providers
of contract physical rehabilitation services to acute care
hospitals in the United States.
- Allows for immediate scale in revenue to over US$100
million
- Allows for immediate scale in EBITDA of approximately US$10M in
adjusted EBITDA1
- Increases the footprint to over 200 sites across 26 states with
approximately 2 million patient visits per year
- Strong cultural fit with a tradition of exceptional quality and
service allows for cross-selling opportunities
- Immediately accretive to Agility
For the year ended December 31, 2013, the audited consolidated
financial statements of the Target reported US$39.1 million in net
revenues and a net loss of US$2.0 million. During that same period,
the Target generated US$2.3 million in adjusted EBITDA1. As at
December 31 2013, the Target reported total assets of US$21.2
million and total liabilities of US$20.2 million.
1Adjusted EBITDA as defined by the Company means earnings before
interest and financing costs (net of interest income), income
taxes, depreciation and amortization, stock-based compensation,
restructuring and other non-recurring costs, non-controlling
interests, and Loss (Gain) on currency conversion. Adjusted EBITDA
is a non-IFRS measure.
About Agility Health
Through its subsidiary and principal operating entity, Agility
Health, LLC, Agility Health operates a multi-state network of
outpatient rehabilitation clinics and provides contracted services
to hospitals, nursing homes and other institutional clients,
providing care and treatment for orthopedic-related disorders,
sports-related injuries, preventative care, rehabilitation of
injured workers, and a variety of other injuries and conditions. In
addition, Agility Health provides a number of ancillary services
related to physical rehabilitation, including practice management
software systems and custom orthotics. Agility Health operates 74
outpatient or onsite rehabilitation locations in 17
states. Agility Health's contract therapy services business
provides rehabilitative services to 41 hospitals and inpatient
rehabilitation units, 36 nursing homes, long-term care facilities
and other service locations in 9 states. For more information,
please visit investors.agilityhealth.com.
Forward-Looking Statements
This press release contains statements that are considered to be
forward-looking within the meaning under securities laws. The above
disclosed Revenue and 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 Revenue and
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. Implicit in this information, particularly in
respect of the future outlook of Agility and anticipated events or
results, are assumptions based on beliefs of Agility's senior
management as well as information currently available to it. While
these assumptions were considered reasonable by Agility 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.
This press release does not constitute and the subject matter
hereof is not, an offer for sale or a solicitation of an offer to
buy, in the United States or to any "U.S. Person" (as such term is
defined in Regulation S under the U.S. Securities Act of 1933, as
amended (the "1933 Act")) of any equity or other securities of
AGILITY. The securities of AGILITY have not been registered under
the 1933 Act and may not be offered or sold in the United States
(or to a U.S. Person) absent registration under the 1933 Act or an
applicable exemption from the registration requirements of the 1933
Act.
Neither 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.
CONTACT: For further information please contact:
Agility Health, Inc.
Steven N. Davidson
Chief Executive Officer
Tel: (616) 356-5000
Agility Health, Inc. (TSXV:AHI)
Historical Stock Chart
From Jun 2024 to Jul 2024
Agility Health, Inc. (TSXV:AHI)
Historical Stock Chart
From Jul 2023 to Jul 2024