SAN FRANCISCO, CALIFORNIA--(Marketwired - Jan. 8, 2014) -
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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.
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.
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.
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.