TIDMCHT

RNS Number : 7662I

Constellation Healthcare Tech, Inc

02 September 2016

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF Article 7 of EU Regulation 596/2014.

2 September 2016

Constellation Healthcare Technologies, Inc.

("Constellation Healthcare Technologies", "CHT", "Company" or the "Group")

Interim Results for the Six Months Ended 30(th) June 2016

Key Performance Indicators

 
                                    Interim 2016      Interim 
                                                        2015       FY- 2015 
 -----------------------  ------  ---------------  ------------  ------------ 
 REVENUE                    +78%     $57.0      *   $32.0     *   $76.7     * 
-----------------------   ------  --------  -----  ------  ----  ------  ---- 
 Income from 
  Operations                +92%     $14.5    25%    $7.6   24%   $19.2   25% 
-----------------------   ------  --------  -----  ------  ----  ------  ---- 
 Profit Before 
 Tax                       +267%     $15.4    27%    $4.2   13%   $11.4   15% 
-----------------------   ------  --------  -----  ------  ----  ------  ---- 
 EBITDA                    +121%     $21.1    37%    $9.6   30%   $23.9   31% 
-----------------------   ------  --------  -----  ------  ----  ------  ---- 
 RCM Revenue               +110%     $43.6    76%   $20.7   65%   $50.1   65% 
-----------------------   ------  --------  -----  ------  ----  ------  ---- 
 RCM EBITDA                +139%     $16.8    29%    $7.0   22%   $16.1   21% 
-----------------------   ------  --------  -----  ------  ----  ------  ---- 
 CASH FROM OPERATIONS      +160%     $10.9    19%    $4.2   13%   $15.5   20% 
------------------------  ------  --------  -----  ------  ----  ------  ---- 
 
 

* % of revenue

All amounts USD$M

Highlights

   --     Revenue Increased by 78% to $57.0M ($32.0M in 2015) 
   --     22% organic growth in the RCM business 
   --     Cash from Operations increased by 19% to $10.9M ($4.2M in 2015) 
   --     Debt facility paid down in full from internal cash generation 
   --     10,000+ US Physicians currently being serviced 
   --     RCM business revenue increased by 110% to $43.6M ($20.7M in 2015) 
   --     RCM EBITDA increased by 139% to $16.8M ($7.0M in 2015) 
   --     Successful acquisition and integration of MDRX Medical Billing 
   --     Further strengthening of the board with the appointment of Dr. Shawn Zimberg 

Paul Parmar, Chief Executive of Constellation Healthcare Technologies, commented, "CHT has built a robust platform based on its efficient RCM processes and technologies. Coupled with a tried, tested and matured methodology of integrating and transitioning new clients and new business onto this highly scalable platform, this platform and experience allows CHT to rapid growth.

We are now starting to see the benefits of this investment as evidenced by the 78% increase in revenues with 22% of the revenue coming from organic growth and very strong cash generated from operations as evidenced by a 160% increase as compared to the same period last year. We strongly believe that our platform and our integration methodology along with the experience we have gained, uniquely places us to grow the business rapidly through organic growth and M&A.

At this point in time we feel very confident having delivered above expectations for the first half of 2016, that we will meet the markets guidance on revenue as well as profits for the full year 2016.

Enquiries:

 
 Constellation Healthcare             c/o Redleaf Communications 
  Technologies                                    +44 (0)20 7382 
  Paul Parmar, Chief Executive                              4730 
  Officer / 
  Sotirios 'Sam' Zaharis, Chief 
  Financial Officer 
 Redleaf Communications -                         +44 (0)20 7382 
  PR adviser                                                4730 
  Charlie Geller / Sam Modlin        constellation@redleafpr.com 
 finnCap - Nominated Adviser 
  and Joint Broker 
  Julian Blunt / Scott Mathieson 
  - corporate finance 
  Simon Johnson - corporate                       +44 (0)20 7220 
  broking                                                   0568 
 Stifel Nicholas Europe Limited 
  - Joint Broker                                  +44 (0)20 7710 
  Jonathan Senior / Ben Maddison                            7600 
 

Chief Executive's Review

2016 started with the closing of the MDRX transaction. The planning both around the acquisition itself and post-acquisition has paid off well. The integration of the business into the CHT platform has been seamless, both from the perspective of the customer and technology interface. The Company has also been focused on building a pipeline of future M&A opportunities to grow the Company and Shareholder value. When analysing a potential acquisition opportunity a lot of time goes into what happens post acquisition. This, I believe, is a key factor in the success of our M&A strategy. Importantly, CHT has never been reliant only on M&A for its growth and I am glad to report that the Company continues to win clients organically with 15 new clients won in H1 2016.

With a focus on optimising our capital structure, I was pleased to report to the market earlier in the year that we had paid off our debt facility in its entirety from internal cash generation. This would save the Company approximately $1.4M in interest expense on a yearly basis and the savings can be utilised in our M&A programme which yields a far greater return to stakeholders.

Earlier in the year we appointed Dr Shawn Zimberg to our Board of Directors. Dr. Zimberg brings with him a wealth of experience especially on the business side of the US healthcare industry and his insight has already been valuable to us when analysing M&A targets. We will be adding more U.S. based director's to complement our business later in the year.

The U.S. healthcare system is going through tremendous change at the moment. This provides a company like CHT significant opportunities, especially in an environment where there is significant cost pressure as well as new rules based changes. Both Physicians and their practices and hospitals need a partner like CHT to allow them to significantly cut costs and make their business more efficient, ultimately benefiting the patient.

Financial Performance

The CHT business continues to outperform with each one of our business segments showing robust growth in revenue and earnings over the course of the year. We anticipate that this will continue throughout the year. The business is very strong and whilst maintaining organic growth, it can easily be scaled with new acquisitions which will further cement our earnings for the coming years.

Our first half revenues increased by 78% from the same period last year and income from operations increased by 92% to $57M and our Income from Operations was up by 92% to $14.5M. CHT's EBITDA increased by a staggering 121% to $21.1M vs the same period in 2015. Our EBITDA margins have also increased by 7% to 37% based on the same period last year. Finally, cash from operations increased by 160% to $10.9.0M.

Strategy

CHT is focused on acquiring healthcare service businesses across the U.S. and improving revenue generation and profitability by utilizing CHT's proprietary technology. This is coupled with our efficient processing operation giving CHT a competitive edge. This acquisition strategy is complemented with the organic growth, which is a key driver going forward. CHT continues to increase the number of doctors using its platform and as of December 2015, it has over 10,000 independent practicing and hospital/contracting Physicians groups using its various service offerings. We expect that number will continue to grow this year and next.

Outlook

The U.S. healthcare system remains complex and is likely to continue to evolve to cater for the ever changing demographic as well as the newly insured, while containing costs at each level. CHT is well placed to take advantage of this new paradigm. The next few years remain exciting for our business as we build a truly scaled healthcare technology platform.

Paul Parmar

Chief Executive Officer

Constellation Healthcare Technologies

Constellation Healthcare Technologies, Inc. and Subsidiaries

Consolidated Balance Sheet

 
                                                  June 30,                      June 30, 
                                                     2016                         2015 
                                          ------------------------  ------------------------------- 
 
  Current assets 
   Cash and cash equivalents                          $ 21,901,330                     $ 16,812,125 
   Accounts receivable, net                             22,522,077                       10,918,116 
   Inventory                                               262,868                          231,002 
   Prepaid expenses and other 
    current assets                                         621,898                          873,974 
   Deferred tax asset                                      252,000                          252,000 
                                          ------------------------  ------------------------------- 
   Total current assets                                 45,560,173                       29,087,217 
                                          ------------------------  ------------------------------- 
 
  Property and equipment, net                            9,195,254                        9,713,553 
                                          ------------------------  ------------------------------- 
 
  Other long-term assets 
   Intangible assets, excluding 
    goodwill                                            30,135,334                       26,158,611 
   Goodwill                                             68,949,211                       17,643,127 
   Deferred tax asset                                    4,610,011                        3,816,630 
   Other assets, net                                       291,334                          205,136 
                                          ------------------------  ------------------------------- 
   Total other long-term assets                        103,985,890                       47,823,504 
   Total assets                                      $ 158,741,317                     $ 86,624,274 
                                          ========================  =============================== 
 
  Current liabilities 
   Accounts payable                                    $ 6,156,568                      $ 4,163,003 
   Accrued expenses                                      3,694,203                        2,019,152 
   Income taxes payable                                  5,872,756                        1,907,646 
   Current portion of capital 
    lease obligation                                           552                           15,198 
   Current portion of long-term 
    debt                                                 4,836,376                        4,828,367 
   Current portion of contingent 
    consideration                                        2,713,733                                - 
   Payable to related party                                800,000                                - 
   Payable to Sellers                                    1,346,881                                - 
   Total current liabilities                            25,421,069                       12,933,366 
                                          ------------------------  ------------------------------- 
 
  Long-term liabilities 
   Long-term debt, net of current 
    portion                                              7,516,447                       12,137,754 
   Contingent consideration                              5,574,124                          884,412 
   Deferred rent liability                                 637,427                          493,282 
   Deferred tax liability                                7,541,322                        4,086,029 
   Total long-term liabilities                          21,269,320                       17,601,477 
                                          ------------------------  ------------------------------- 
 
  Commitments and Contingencies 
 
  Stockholders' equity (deficit) 
   Common stock, par value 
    $0.0001; 150,000,000 shares 
    authorized at June 30, 2016 
    and 111,226,912 shares authorized 
    at June 30, 2015; 83,829,435 
    shares issued and outstanding 
    at June 30, 2016 and 64,990,623 
    shares issued and outstanding 
    at June 30, 2015.                                        8,384                            6,500 
   Additional paid-in capital                           91,333,963                       49,163,636 
   Retained earnings                                    20,730,019                        6,919,295 
   Accumulated other comprehensive 
    loss                                                 (126,426)                                - 
 
   Total stockholders' equity                          111,945,940                       56,089,431 
   Non-controlling interest 
    in consolidated entity                                 104,988                                - 
   Total liabilities and stockholders' 
    equity                                           $ 158,741,317                     $ 86,624,274 
                                          ========================  =============================== 
 

Constellation Healthcare Technologies, Inc. and Subsidiaries

Consolidated Statements of Operations

 
                                                       Six months                       Six months 
                                                          ended                            ended 
                                              ----------------------------  --------------------------------- 
                                                        June 30,                         June 30, 
                                                           2016                            2015 
                                              ----------------------------  --------------------------------- 
 
  Net revenues                                                $ 56,990,373                       $ 31,991,628 
                                              ----------------------------  --------------------------------- 
 
  Operating expenses: 
    Salaries and benefits                                       18,584,944                          9,934,320 
    Facility rent and related 
     costs                                                       1,990,286                          1,468,338 
    Depreciation                                                 1,457,093                            653,572 
    Amortization                                                 5,128,200                          1,338,551 
    Professional and consulting 
     fees                                                        8,494,722                          6,085,660 
    Insurance                                                      370,386                            199,399 
    Provision for doubtful 
     accounts                                                      327,352                            207,417 
    Vaccines and medical 
     supplies                                                    2,095,383                          1,946,348 
    Office and computer 
     supplies                                                      182,228                            109,065 
    Postage and courier                                            978,342                            922,127 
    Other                                                        2,893,252                          1,566,941 
   Total operating expenses                                     42,502,188                         24,431,738 
                                              ----------------------------  --------------------------------- 
  Income from operations                                        14,488,185                          7,559,890 
                                              ----------------------------  --------------------------------- 
 
  Other income (expenses): 
    Interest expense                                             (994,590)                        (1,375,865) 
    Change in fair value 
     of contingent consideration                                 2,115,774                                  - 
    Other expense, net                                           (247,805)                        (2,014,967) 
                                              ----------------------------  --------------------------------- 
   Total other income (expenses), 
    net                                                            873,379                        (3,390,832) 
                                              ----------------------------  --------------------------------- 
 
  Income before provision 
   for income taxes                                             15,361,564                          4,169,058 
   Provision for income 
    taxes                                                        6,351,330                          1,816,874 
                                              ----------------------------  --------------------------------- 
  Net income                                                   $ 9,010,234                        $ 2,352,184 
                                              ============================  ================================= 
  Loss from consolidated 
   entity attributable to non-controlling 
   interest                                                      (144,380)                                  - 
  Net Income attributable 
   to the company                                                9,154,614                          2,352,184 
  Other Comprehensive gain, 
   net of tax 
   Foreign currency translation 
    adjustments                                                   (46,907)                                  - 
  Other Comprehensive gain                                        (46,907) 
  Comprehensive Income                                         $ 9,107,707                        $ 2,352,184 
                                              ============================  ================================= 
 
  Income per common shares 
    Basic 
    Common Stock                                                    $ 0.11                             $ 0.04 
   Diluted 
   Common Stock                                                     $ 0.11                             $ 0.04 
 
 Weighted average number 
  of shares for basic 
    Common Stock                                                83,330,704                         57,066,420 
 Weighted average number 
  of shares for Diluted 
    Common Stock                                                83,330,704                         57,066,420 
 

Constellation Healthcare Technologies, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

 
                                                      Six months                       Six months 
                                                         ended                            ended 
                                           --------------------------------  ------------------------------ 
                                                       June 30,                         June 30, 
                                                          2016                             2015 
                                           --------------------------------  ------------------------------ 
 Cash Flow from operating activities: 
  Net Income                                                    $ 9,750,755                     $ 2,352,184 
  Adjustments to reconcile net 
   income to net cash provided 
   by operating activities: 
   Provision for doubtful accounts                                  327,352                         207,417 
   Depreciation                                                   1,457,093                         653,572 
   Amortization                                                   5,128,200                       1,338,551 
   Deferred Tax                                                   1,018,264                         131,086 
   Change in fair value of 
    contingent consideration                                    (2,115,774)                               - 
   Amortization of deferred 
    finance fees                                                    170,605                         164,947 
   Foreign currency exchange 
    loss                                                           (46,907)                               - 
   Changes in operating assets 
    and liabilities: 
    Accounts receivable                                         (8,372,253)                     (2,524,532) 
    Inventory                                                      (13,435)                         151,742 
    Prepaid expenses and other 
     assets                                                        (16,153)                       (210,332) 
    Deferred offering cost                                                                                - 
    Other assets                                                   (13,178)                          28,376 
    Accounts payable, accrued 
     expenses                                                     1,371,055                         181,018 
    Income tax payable                                            3,040,458                       1,685,788 
    Other liabilities                                                     -                               - 
 Net cash provided by operating 
  activities                                                     10,945,561                       4,159,816 
                                           --------------------------------  ------------------------------ 
 
 Cash flows from investing activities 
  Cash outlay for property and 
   equipment                                                      (273,132)                     (6,196,762) 
  Development of software tool                                            -                     (2,409,584) 
  Cash Paid for Acquisition                                    (31,800,000)                    (12,800,000) 
 Net cash used in investing 
  activities                                                   (32,073,132)                    (21,406,346) 
                                           --------------------------------  ------------------------------ 
 
 Cash flows from financing activities 
  Payments of capital lease 
   obligations                                                      (1,620)                        (13,909) 
  Payments on long term loan                                    (2,431,465)                     (3,739,395) 
  Payments on acquisition note 
   payable                                                         (36,805)                               - 
  Loan from related party                                           800,000                               - 
  Contribution from parent                                                -                       1,000,000 
  Proceeds from sale of stock, 
   net of related fees                                           42,182,412                      18,675,622 
 Net cash provided by financing 
  activities                                                     40,512,522                      15,922,318 
                                           --------------------------------  ------------------------------ 
 
 Net increase/(decrease) in 
  cash and cash equivalents                                      19,384,951                     (1,324,212) 
 
 Cash and cash equivalents, 
  beginning of period                                             2,516,379                      18,136,336 
 Cash and cash equivalents, 
  end of period                                                $ 21,901,330                    $ 16,812,125 
                                           ================================  ============================== 
 
 
 Supplemental Cash Flow Information 
  Cash Paid for interest                                          $ 823,985                     $ 1,210,918 
  Cash Paid for Income Taxes                                    $ 2,240,354                     $ 1,050,000 
 
 

CONSOLIDATED STATEMENT OF STOCKHOLDER'S EQUITY

SIX MONTHSED JUNE 30, 2016

 
                      Common Stock 
                     --------------------------------------------- 
                      Shares                  Amount                      Paid-in                  Retained                      Accumulated                       Non-controlling                   Total 
                                                                           Capital                  Earnings                      other comprehensive               interest 
                                                                                                                                  loss                              in consolidated 
                                                                                                                                                                    entity 
                     -----------------       ---------------------       ------------------       -----------------------       ---------------------------       ---------------------------       ------------------- 
  Balances, January 
   1, 2015                  55,615,056    $                  5,562    $          29,488,952    $                4,567,111    $                            -    $                            -    $           34,061,625 
  Proceeds from 
   sale 
   of stock, net of 
   related fees              9,375,567                         938               18,674,684                             -                                 -                                 -                18,675,622 
  Contribution from 
   parent                            -                           -                1,000,000                             -                                 -                                 -                 1,000,000 
  Net income for 
   the 
   period ended 
   June 
   30, 2015                          -                           -                        -                     2,352,184                                 -                                 -                 2,352,184 
                     -----------------       ---------------------       ------------------       -----------------------       ---------------------------       ---------------------------       ------------------- 
  Balances, June 
   30, 
   2015                     64,990,623    $                  6,500    $          49,163,637    $                6,919,295    $                            -    $                            -    $           56,089,431 
                     =================       =====================       ==================       =======================       ===========================       ===========================       =================== 
 
  Balances, January 
   1, 2016                  64,990,623    $                  6,500    $          49,163,637    $               11,575,405    $                     (79,519)    $                      249,368    $           60,915,391 
  Proceeds from 
   sale 
   of stock, net of 
   related fees             18,814,962                       1,881               42,120,329                             -                                 -                                 -                42,122,210 
 Shares issued 
  towards 
  NEMS contingent 
  consideration                 23,850                           3                   49,997                             -                                 -                                 -                    50,000 
  Other 
   Comprehensive 
   Loss                              -                           -                        -                             -                          (46,907)                                 -                  (46,907) 
  Non-controlling 
   interest in 
   consolidated 
   entity                            -                           -                        -                             -                                 -                         (144,380)                 (144,380) 
  Net income for 
   the 
   period ended 
   June 
   30, 2016                          -                           -                        -                     9,154,614                                 -                                 -                 9,154,614 
  Balances, June 
   30, 
   2016                     83,829,435    $                  8,384    $          91,333,963    $               20,730,019    $                    (126,426)    $                      104,988    $          112,050,929 
                     =================       =====================       ==================       =======================       ===========================       ===========================       =================== 
 
   1.       Segment reporting information 
 
                                               Six months                           Six months 
                                                ended June                           ended June 
                                                 30, 2016                             30, 2015 
                                  ------------------------------------  ---------------------------------- 
 Revenue Cycle Management 
 Revenues                           $ 43,552,541                          $ 20,738,066 
 Depreciation and amortization                             5,506,518                           1,973,763 
 Operating income before 
  depreciation and amortization                          16,778,130                            7,030,222 
 
 GP & Corporate 
 Revenues                                                  4,417,982                           2,445,129 
 Depreciation and amortization                             1,077,032                              15,299 
 Operating income before 
  depreciation and amortization                            3,473,914                           1,895,069 
 
 Practice Management: 
 Revenues                                                  9,019,850                           8,808,433 
 Depreciation and amortization                                   1,743                               3,061 
 Operating income before 
  depreciation and amortization                              821,434                              626,723 
 

Corporate expenses that are incurred for the Company's general administration have not been apportioned to other business segments. These costs are grouped under General Purchasing and Corporate segment

The operating segments are identified and reported on the basis of internal reports about components of the group that are regularly reviewed by the Management Board to assess the performance of the segments.

The group's internal management reporting is structured primarily on the basis of the market segments in which the 3 operating segments - Revenue Cycle Management, Practice Management and General Purchasing (GP) & Corporate - operate.

Management assesses the performance of segments based on the measures of revenue and earnings before depreciation, interest and taxes (EBITDA), whereby the EBITDA measure includes allocations of expenses from supporting functions within the group.

Company runs shared services for each of its three segments. All resources, who form part of general management & administration, HR, finance and accounting, IT, call center are part of shared services that are used by one or more segments and have been included in the reallocation.

Such allocations have been determined by the best management estimates based on number of resources served, volume of transactions processed and or relevant measures that reflect the level of benefits of these functions to each of the operating segments. As the 3 operating segments serve only external customers, there is no inter-segment revenue. Interest income and expenses and tax are not allocated to the segments. There is no measure of segment (non-current) assets and/or liabilities provided to the Management Board.

.

Reconciliation of reportable segment revenues and profit to the consolidated totals

 
                                               Six months                            Six months 
                                               ended June                            ended June 
                                                30, 2016                              30, 2015 
                                ---------------------------------------  --------------------------------- 
 Total Revenues for 
  reportable segments                                      $ 56,990,373                       $ 31,991,628 
 Total Consolidated 
  revenues                                                   56,990,373                         31,991,628 
                                =======================================  ================================= 
 
 EBITDA for reportable 
  segments                                                 $ 21,073,478                        $ 9,552,013 
 Depreciation & amortization                                (6,585,293)                        (1,992,123) 
 Interest expense                                             (994,590)                        (1,375,865) 
 Change in fair value 
  of contingent consideration                                 2,115,774 
 Other income (expense), 
  net                                                         (247,805)                        (2,014,967) 
 Provision for income 
  taxes                                                     (5,610,809)                        (1,816,874) 
  Net income                                                $ 9,750,755                        $ 2,352,184 
                                =======================================  ================================= 
 
   2.       Intangible Assets, excluding Goodwill, net 

Intangible assets, excluding goodwill, net consist of the following at June 30, 2016 and 2015:

 
                                   June 30,                        June 30, 
                                     2016                             2015 
                        -----------------------------  -------------------------------- 
 Software tool 
  - work in progress                     $ 17,083,401                      $ 14,608,919 
 Client relationships                      11,862,138                        11,673,787 
 Management service 
  agreements                                2,000,000                         2,000,000 
 Group Purchasing 
  agreements                                  600,000                           600,000 
 Trade Name                                 3,349,536                         1,450,869 
 Non-Compete                                6,598,047                            15,000 
                        -----------------------------  -------------------------------- 
                                           41,493,122                        30,348,575 
 Less accumulated 
  amortization                           (11,357,788)                       (4,189,964) 
                        -----------------------------  -------------------------------- 
 Net amount                              $ 30,135,334                      $ 26,158,611 
                        -----------------------------  -------------------------------- 
 

Estimated future annual amortization of our identifiable intangible assets is as follows:

Period ending:

 
 Six months ended 
  December 31, 2016              $ 5,128,206 
 Year ended December 
  31, 2017                        10,256,411 
 Year ended December 
  31, 2018                         9,242,392 
 Year ended December 
  31, 2019                         2,754,694 
 Year ended December 
  31, 2020                         1,356,958 
 Thereafter                        1,396,673 
 Total                          $ 30,135,334 
                       ===================== 
 

This information is provided by RNS

The company news service from the London Stock Exchange

END

IR FFLLBQKFLBBZ

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September 02, 2016 02:00 ET (06:00 GMT)

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