Patient Home Monitoring (PHM-V) Jan 7th, '14 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 (earnings before interest, taxes, depreciation and amortization) of approximately $1.35-million. Also, the company has appointed three seasoned executives as vice-presidents of sales, operations and patient services. Finally, as part of a recent financing announced in late December, 2013, PHM also reported new shareholdings by insiders.
Acquisitions
Under the various definitive agreements, PHM will acquire:
- Resource Medical Group, a company focused on pulmonary disease services, in an all-stock transaction for 7,623,984 common shares of PHM;
- Palmetto Medical Holdings LLC, a company specializing in home-based sleep apnea and chronic obstructive pulmonary disease treatments, in an all-cash transaction for $888,891;
- HeartHealth4Me, 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;
- RMGC LLC, a company focused on home-based health care 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 Toronto Stock Exchange approval. As outlined in the Nov. 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-million 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 Bob Kusher, chief executive officer 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 and A team is actively working on a large and growing acquisition pipeline."
Increase of cash on the balance sheet and new insider stockholdings
As announced Dec. 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 health care 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 Mr. Dalsin and Mr. Greene as advisers 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 vice-president of sales, vice-president of operations and vice-president 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 United States market. David Hayes, appointed vice-president of sales of PHM, has decades of experience as a senior sales manager, owner and entrepreneur in the health care services industry. Jess Cuthbert, appointed vice-president of operations, has extensive experience as an operator, owner and entrepreneur in the health care services industry. Asa Stafford, appointed vice-president 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, chief executive officer of PHM. "Their sales and operational expertise is a much-needed addition as PHM focuses on achieving $100-million in revenues through acquisitions and organic growth."
Continuance to British Columbia
PHM announced that, further to its news release of Dec. 9, 2013, it has continued from the province of Alberta to the province of B.C. pursuant to a special resolution passed by shareholders of PHM at the annual and special meeting of shareholders of PHM held on Dec. 9, 2013. Further details of the continuance are set out in the company's management information circular dated Nov. 7, 2013, filed under the company's profile on SEDAR. |
