Patient Home Monitoring Corp.
TSX VENTURE : PHM

September 02, 2015 09:00 ET

Patient Home Monitoring Executes Definitive Purchase Agreement to Acquire Patient-Aids Inc. of Ohio; Increase of $17 Million in Annualized Revenue

PHM Executes Final Purchase Agreement for Acquisition of Patient Aids in Ohio and Adds an Additional $17 Million in Anualized Revenue and $6.1 Million in Annualized Adjusted EBITDA

LOS ANGELES, CALIFORNIA--(Marketwired - Sept. 2, 2015) -

NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES AND DOES NOT CONSTITUTE AN OFFER OF THE SECURITIES DESCRIBED HEREIN.

Patient Home Monitoring (PHM) (TSX VENTURE:PHM), a profitable company focused on rolling-up annuity-based healthcare service companies in the US is pleased to announce that it has executed a binding purchase agreement for the acquisition of Patient-Aids Inc., a high growth and high margin, profitable Ohio-based company focused on providing home-based healthcare services.

This accretive acquisition reported EBITDA margins in excess of 30% and more than 75% in annualized year-over-year revenue growth. The acquisition represents an increase of more than 10% of PHM's existing annualized revenue, before factoring in post-acquisition growth. The acquisition is accretive and is expected to have an immediate and positive impact on earnings per share.

"As one of the area's largest retail suppliers of home health products and services, Patient-Aids has several difficult to obtain insurance contracts in Ohio and Kentucky," said Casey Hoyt, CEO of PHM. "We plan on immediately integrating their business operations, and leveraging the Company's payor contracts across our existing Midwest locations. Additionally, we expect to see cross-selling growth from high margin service lines offered post-acquisition that will further drive EPS growth."

Patient-Aids has, since 1982, been a dominant business in their region. Their product lines and services focus on treating patients with chronic power mobility conditions, respiratory conditions, and patients requiring traditional durable medical home based equipment.

Details of the Acquisition

This acquisition is expected to increase PHM's revenues by more than 10%, as well as increase PHM's overall EBITDA margins.

Patient Aids generated approximately $17 million in annualized revenue, with approximately $6,150,000 in adjusted EBITDA. These figures will be verified as a requirement to close by MNP, LLP, PHM's external auditor.

Under the terms of the definitive purchase agreement, Patient Home Monitoring will acquire all of the stock of Patient Aids, Inc. for total cash consideration of approximately $32,000,000 and 2,722,987 PHM common shares, representing less than 1% of Patient Home Monitoring's total outstanding common shares.

The terms of the acquisition are as follows: 65% of the total consideration is due upon closing, with 10% due in six months based on maintaining certain A/R levels. The remaining 25% due in twelve months from the date of closing is based on the Company meeting revenue requirements. A total of $6.3 million in consideration solely at PHM's option may be paid in shares valued at a 10-day VWAP at the time of payment.

The shares will be released from various holds over a two-year period. Closing of the acquisition will be subject to approval by the TSX Venture exchange and other standard conditions, including verification of trailing period financials by MNP, LLP of Canada, PHM's independent auditor.

"This is an accretive acquisition for PHM and we're extremely excited to bring this company into the PHM family," said Casey Hoyt. "We see a tremendous amount of synergy between our companies and feel with our additional expertise, we can quickly add to their existing revenue and bottom line figures. With this strategic acquisition, we'll be able to increase PHM's revenues by more than 10% and continue to improve EBITDA margins at closing and with tremendous upside for growth, I think we will see post acquisition metrics only increase."

"The acquisition target has shown over 75% growth year-over-year and excellent margins," said Edward Brann, M&A banker for PHM. "Additionally, we were able to use a minimal amount of stock to complete this acquisition as we don't want to dilute our shareholders at current stock prices, while at the same point retaining and aligning the management team. We continue to work with the other LOI targets to renegotiate all cash, or nearly all cash deals."

PHM will issue to an arms-length party 270,000 shares associated with the closing of Sleep Management and 330,000 shares upon the closing of Patient Aids, included in the purchase price.

About PHM

The explosive growth in the number of elderly patients in the US healthcare market is creating pressure to provide more efficient delivery systems. Healthcare providers, such as hospitals, physicians and pharmacies, are seeking partners that can offer a range of products and services that improve outcomes, reduce hospital readmissions, and help control costs. PHM fills this need by delivering a growing number of specialized products and services to achieve these goals. PHM is a positive cash flow and profitable company that serves patients with heart disease and other chronic health conditions, this operation is a platform for acquisitions and organic growth. 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.

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, difficulty integrating newly acquired businesses, 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 refers non-GAAP and non-IFRS financial measures that do not have standardized meaning prescribed by GAAP or IFRS. PHM's presentation of these financial measures may not be comparable to similarly titled measures used by other companies. These financial measures are intended to provide additional information to investors concerning PHM's performance.

Contact Information