DNTL dentalcorp Holdings Ltd

Double-digit revenue, Adjusted EBITDA, and Adjusted Free Cash Flow growth deliver outsized margin expansion and further deleveraging

Third Quarter 2024 Highlights

• Revenue of $375.4 million, an increase of 11.4% from the third quarter of 2023, with Same Practice Revenue Growth (“SPRG”)1 of 4.2%.
• Adjusted EBITDA1 of $68.9 million, an increase of 13.1% compared to the same period in 2023; Adjusted EBITDA Margin1 of 18.4%, an increase of 30 basis points over the same period in 2023.
• Adjusted Free Cash Flow1 and Adjusted Free Cash Flow per Share1 of $36.2 million and $0.19, an increase of 37.6% and 36.4%, respectively, over the same period in 2023; Adjusted Net Income1 of $6.5 million.
• Net debt to PF Adjusted EBITDA after rent Ratio1 of 4.0x, a decrease of 0.4x compared to the same period in 2023.
• Acquired 4 new practices which are expected to generate $2.3 million in PF Adjusted EBITDA after rent1 at 7.1x.

Subsequent Events

• Completed 9 practice acquisitions that are expected to generate PF Adjusted EBITDA after rent1 of $8.5 million, substantially reaching our acquisition target for the year of at least $20.0 million.
• Extended the duration of interest rate swaps through January 2028, the maturity date of the existing credit facilities; when combined with deleveraging below 4.0x Net debt to PF Adjusted EBITDA after rent Ratio1 (as calculated under the Company’s existing credit facilities) during the quarter, the Company’s annual cost of debt is reduced to 6.0% (compared to 6.6% last quarter), which will result in expected annual savings of approximately $6 million (~4% improvement to Adjusted Free Cash Flow1).

Fourth Quarter 2024 Outlook

• Revenue and SPRG1 for the fourth quarter of 2024 are estimated to increase by 8% to 10% (to between $391.2M and $398.4M) and 3.5% to 4.5%, respectively, over the fourth quarter of 2023.
• Adjusted EBITDA Margin1 for the fourth quarter of 2024 is estimated to increase by 20 basis points from the fourth quarter of 2023.

(1) Non-IFRS financial measure, non-IFRS ratio, or supplementary financial measure. For comprehensive definitions and quantitative reconciliations, please refer to the “Non-IFRS and Other Financial Measures” section within this news release.

Dentalcorp Holdings Ltd. (“Dentalcorp” or the “Company”) (TSX: DNTL), Canada’s largest and one of North America’s fastest growing networks of dental practices, today announced its financial and operating results for the third quarter ended September 30, 2024. All financial figures are in Canadian dollars unless otherwise indicated.

“Our teams across the country delivered another outstanding quarter of results, with revenue and Adjusted EBITDA growth of approximately 11% and 13%, respectively, over the third quarter of 2023. We continued to realize operating leverage in the business, with our Adjusted EBITDA Margin expanding 30 basis points from the third quarter of 2023,” said Graham Rosenberg, CEO and Chairman of Dentalcorp.

“In the third quarter, we generated Adjusted Free Cash Flow of $36.2 million, a 37.6% increase compared to the third quarter of 2023. Year to date, Adjusted Free Cash Flow increased to $112.1 million, representing a 20.3% increase compared to the same period last year. This led to an accelerated pace of deleveraging, with our Net Debt / PF Adjusted EBITDA after rent Ratio decreasing for the fourth consecutive quarter to 4.0x, a reduction of 0.4x from the third quarter of 2023,” Rosenberg added.

With regards to the federal government’s Canadian Dental Care Plan (“CDCP”), Nate Tchaplia, President and Chief Financial Officer, noted “we have treated over 60,000 CDCP patients with over 90% of our practices currently accepting CDCP patients. On July 8, 2024, the Government of Canada introduced an alternative pathway allowing providers to participate in the CDCP on a claim-by-claim basis, which has accelerated adoption of the program. Over the short to medium term, we continue to expect the CDCP to have a modestly positive impact on our business.”

“Subsequent to the end of the third quarter, following a successful pilot, we announced a strategic partnership with VideaHealth that will allow us to deploy artificial intelligence technology to advance patient care across our network. This partnership marks a notable milestone in our long-term growth agenda and is expected to allow us to set new benchmarks for clinical excellence and operational efficiency across the network,” Tchaplia continued.

“We’ve also made other significant steps towards fulfilling our long-term technology and innovation agenda. On September 18, 2024, we announced an indirect investment in Dental Innovation Alliance VC Fund I, LP, which positions Dentalcorp to potentially benefit from a wide range of emerging innovations in dental technology,” concluded Tchaplia.

“Consistent with our previous outlook, we expect to see SPRG in the fourth quarter of 2024 in the 3.5% to 4.5% range. We have met/remain on track to meet our full-year targets on Adjusted EBITDA Margin expansion of 20+ basis points to 18.4%, Adjusted Free Cash Flow per Share growth of 15-20%, acquisition pacing, and balance sheet deleveraging,” Rosenberg concluded.

Financial and Operating Results for the Third Quarter Ended September 30, 2024:

• Revenue of $375.4 million, representing an increase of 11.4% from the third quarter of 2023, with SPRG1 of 4.2%.
• Adjusted EBITDA1 of $68.9 million and Adjusted EBITDA Margin1 of 18.4%, representing an increase of 13.1% and 30 basis points respectively, compared to the same period in 2023.
• Adjusted Free Cash Flow1 and Adjusted Free Cash Flow per Share1 of $36.2 million and $0.19, an increase of 37.6% and 36.4%, respectively, over the same period in 2023.
• Adjusted Net Income1 of $6.5 million, a decrease of 67.7% from the third quarter of 2023.
• Acquired 4 practices, which are expected to contribute $2.3 million in PF Adjusted EBITDA after rent1.

(1) Non-IFRS financial measure, non-IFRS ratio, or supplementary financial measure. For comprehensive definitions and quantitative reconciliations, please refer to the “Non-IFRS and Other Financial Measures” section within this news release.

Consolidated Financial Results

Three months ended September 30,

 

Nine months ended September 30,

2024

 

2023

 

2024

 

2023

(expressed in millions of dollars)

(expressed in millions of dollars)

Revenue

375.4

336.9

1,147.6

1,063.5

Cost of revenue

188.9

169.6

574.6

534.0

Gross profit

186.5

167.3

573.0

529.5

Selling, general and administrative expenses

119.7

109.8

372.6

356.4

Depreciation and amortization

51.8

50.2

153.7

152.5

Share-based compensation

2.7

0.8

9.8

7.0

Foreign exchange loss (gain)

0.1

(0.5)

(0.3)

0.1

Net finance costs

22.4

23.5

69.4

69.8

Change in fair value of derivative instruments

19.0

(6.7)

15.9

(24.7)

Change in fair value of contingent consideration

0.2

0.5

5.0

0.9

Change in fair value of preferred shares

(1.1)

1.8

(1.4)

5.8

Loss on disposal of dental practices

—

0.5

2.3

21.0

Loss on disposal of property and equipment

0.4

—

0.4

—

Share of associate losses

—

—

—

0.1

Loss before income taxes

(28.7)

(12.6)

(54.4)

(59.4)

Income tax recovery

(6.0)

(2.8)

(8.1)

(8.9)

Net loss and comprehensive loss

(22.7)

(9.8)

(46.3)

(50.5)

 

Other Metrics

  Adjusted EBITDA(a)

68.9

60.9

210.9

193.8

Adjusted net income(a)

6.5

20.1

53.7

71.6

(a) Non-IFRS financial measure, non-IFRS ratio or supplementary financial measure. See the “Non-IFRS and Other Financial Measures” section of this release for definitions and quantitative reconciliations.

Board Update

The Company is also announcing today that effective as of December 31, 2024, Kevin Mosher will exclusively be serving as a member of the Company’s Board of Directors, and his duties as Executive Director of the Company will be complete.

Conference Call Notification

The Company will hold a conference call to provide a business update on Tuesday, November 12, 2024, at 8:30 a.m. ET. A question-and-answer session will follow the business update.

LIVE CONFERENCE CALL DETAILS

DATE:

Tuesday, November 12, 2024

TIME:

8:30 a.m. ET

WEBCAST:

https://events.q4inc.com/attendee/833669122

DIAL-IN NUMBERS:

1 (888) 660-6396 or 1 (929) 203-0889

CONFERENCE ID:

9097710

REPLAY

Available for two weeks after the call

DIAL-IN NUMBERS:

1 (800) 770-2030 or 1 (647) 362-9199

CONFERENCE ID:

9097710

Non-IFRS and Other Financial Measures

As appropriate, we supplement our results of operations determined in accordance with IFRS with certain non-IFRS and other financial measures that we believe are useful to investors, lenders and others in assessing our performance and highlighting trends in our core business that may not otherwise be apparent when relying solely on IFRS measures. Our management also uses non-IFRS measures for purposes of comparing to prior periods; preparing annual operating budgets; developing future projections and earnings growth prospects; measuring the profitability of ongoing operations; analyzing our financial condition, business performance and trends, including the operating performance of the business after taking into consideration the acquisitions of dental practices; and determining components of employee compensation. As such, these measures are provided as additional information to complement IFRS measures by providing further understanding of our results of operations from management’s perspective, including how we evaluate our financial performance and how we manage our capital structure. We also believe that securities analysts, investors and other interested parties frequently use these non-IFRS and other financial measures and industry metrics in the evaluation of issuers. These non-IFRS and other financial measures are not recognized measures under IFRS and do not have a standardized meaning prescribed by IFRS and may include or exclude certain items as compared to similar IFRS measures and may not be comparable to similarly-titled measures reported by other companies. Accordingly, these measures should not be considered in isolation nor as a substitute for analysis of our financial information reported under IFRS. For further information on non-IFRS and other financial measures, including the most directly comparable IFRS measures, composition of the measures, a description of how we use these measures, an explanation of how these measures are useful to investors and applicable reconciliations, refer to the “Non-IFRS and Other Financial Measures”, “Non-IFRS Financial Measures”, “Non-IFRS Ratios” and “Certain Supplementary Financial Measures” sections of management’s discussion and analysis of operations for the three months ended September 30, 2024 (the “MD&A”), which is available on the Company’s profile on SEDAR+ at www.sedarplus.ca.

EBITDA

“EBITDA” means, for the applicable period, net loss and comprehensive loss plus (a) net finance costs, (b) income tax recovery, and (c) depreciation and amortization. Management does not use EBITDA as a financial performance metric, but we present EBITDA to assist investors in understanding the mathematical development of Adjusted EBITDA and Same Practice EBITDA Growth. The most comparable IFRS measure to EBITDA is Net loss and comprehensive loss, for which a reconciliation is provided below.

Three months ended September 30,

 

Nine months ended September 30,

2024

 

2023

 

2024

 

2023

(expressed in millions of dollars)

(expressed in millions of dollars)

Net loss and comprehensive loss

(22.7)

(9.8)

(46.3)

(50.5)

Adjustments: Net finance costs

22.4

23.5

69.4

69.8

Income tax recovery

(6.0)

(2.8)

(8.1)

(8.9)

Depreciation and amortization

51.8

50.2

153.7

152.5

EBITDA

45.5

61.1

168.7

162.9

Adjusted EBITDA

“Adjusted EBITDA” is calculated by adding to EBITDA certain expenses, costs, charges or benefits incurred in such period which in management’s view are either not indicative of underlying business performance or impact the ability to assess the operating performance of our business, including: (a) net impact of unrealized foreign exchange gains and losses on non-cash balances, change in fair value of derivative instruments, and share of associate losses; (b) share-based compensation; (c) external acquisition expenses; (d) change in fair value of contingent consideration; (e) strategic review costs; (f) other corporate costs; (g) loss on disposal of dental practices; (h) change in fair value of preferred shares; (i) loss on disposal and impairment of property and equipment and intangible assets; (j) loss on settlement of other receivables; (k) impairment of right-of-use assets; (l) post-employment benefits; (m) short-term benefits; and (n) other adjustments. Adjusted EBITDA is a supplemental measure used by management and other users of our financial statements to assess the financial performance of our business without regard to the effects of interest, depreciation and amortization costs, expenses that are not considered reflective of underlying business performance, and other expenses that are expected to be one-time or non-recurring. We use Adjusted EBITDA to facilitate a comparison of our operating performance on a consistent basis from period to period and to provide for a more complete understanding of factors and trends affecting our business. The most comparable IFRS measure to Adjusted EBITDA is Net loss and comprehensive loss.

Adjusted EBITDA Margin

“Adjusted EBITDA Margin” means Adjusted EBITDA divided by revenue. We use Adjusted EBITDA Margin to facilitate a comparison of our operating performance on a consistent basis from period to period and to provide for a more complete understanding of factors and trends affecting our business.

Three months ended September 30,

 

Nine months ended September 30,

2024

 

2023

 

2024

 

2023

(expressed in millions of dollars)

(expressed in millions of dollars)

EBITDA

45.5

61.1

168.7

162.9

Add: Net impact of unrealized foreign exchange gains or losses on non-cash balances, change in fair value of derivative instruments, and share of associate losses(a)

19.0

(6.7)

15.9

(24.6)

Share-based compensation

2.7

0.8

9.8

7.0

External acquisition expenses(b)

1.3

0.2

3.1

3.5

Change in fair value of contingent consideration(c)

0.2

0.5

5.0

0.9

Change in fair value of preferred shares(d)

(1.1)

1.8

(1.4)

5.8

Strategic review costs(e)

—

—

—

6.2

Other corporate costs(f)

0.9

2.7

4.3

11.1

Loss on disposal of dental practices(g)

—

0.5

2.3

21.0

Loss on disposal and impairment of property and equipment and intangible assets(h)

0.4

—

0.4

—

Post-employment benefits(i)

—

—

2.3

—

Short-term benefits(j)

—

—

0.5

—

Adjusted EBITDA

68.9

60.9

210.9

193.8

Adjusted EBITDA Margin

18.4%

18.1%

18.4%

18.2%

(a) Represents the sum of (i) unrealized foreign exchange gains or losses on non-cash balances, (ii) change in fair value of derivative instruments, and (iii) share of associate losses.

(b) Represents professional fees and other expenses paid to third parties that are incurred in connection with individual practice acquisitions and are not related to the underlying business operations of the Company.

(c) On acquisition, and at each subsequent reporting date, obligations under earn-out arrangements are measured at fair value with the changes in fair value recognized in the condensed interim consolidated statements of loss and comprehensive loss.

(d) The Management Preferred Shares are classified as a financial asset at FVTPL. During the three and nine months ended September 30, 2024, the Company recognized a gain on change in fair value of preferred shares of $1.1 million and $1.4 million, respectively, in the condensed interim consolidated statements of loss and comprehensive loss (three and nine months ended September 30, 2023 - a loss of $1.8 million and $5.8 million, respectively).

(e) Represents costs related to the strategic review process and other costs incurred by the Company to evaluate strategic alternatives to unlock shareholder value.

(f) Represents costs related to implementation of new corporate technology systems, the undertaking of vendor consolidations, termination benefits and other costs of restructuring, and implementation of the Canadian Federal government’s Canadian Dental Care Plan.

(g) Represents the loss on disposal of dental practices that were disposed of during the three and nine months ended September 30, 2024 and 2023.

(h) Represents the loss on disposal of property and equipment, which primarily occurred upon the closure of certain dental practice locations and the subsequent disposal of leasehold improvements and equipment that could not be transferred to other dental practices.

(i) Represents post-employment benefits provided to the Company’s former President.

(j) Represents short-term benefits paid to the CEO during the nine months ended September 30, 2024 in contemplation of the CEO continuing to facilitate the leadership changes announced in June 2024 and developing a long-term plan to assist the Board in driving sustained value for the Company’s practices, patients and shareholders.

Adjusted Free Cash Flow

“Adjusted free cash flow” is calculated by adding or subtracting from cash flow from operating activities: (a) external acquisition expenses; (b) strategic review costs; (c) other corporate costs; (d) post-employment benefits; (e) short-term benefits; (f) repayment of principal on leases; (g) maintenance capital expenditure; (h) changes in working capital; and (i) other adjustments. We use Adjusted free cash flow to facilitate a comparison of our operating performance on a consistent basis from period to period, to provide for a more complete understanding of factors and trends affecting our business, and to determine components of employee compensation. The most comparable IFRS measure to Adjusted free cash flow is cash flow from operating activities, for which a reconciliation is provided below.

Three months ended September 30,

 

Nine months ended September 30,

2024

 

2023

 

2024

 

2023

(expressed in millions of dollars)

(expressed in millions of dollars)

Cash flow from operating activities

50.7

28.0

149.7

114.7

Adjustments: External acquisition expenses(a)

1.3

0.2

3.1

3.5

Strategic review costs(b)

—

—

—

6.2

Other corporate costs(c)

0.9

2.7

4.3

11.1

Post-employment benefits(d)

—

—

2.3

—

Short-term benefits(e)

—

—

0.5

—

52.9

30.9

159.9

135.5

Deduct: Repayment of principal on leases

(6.7)

(6.3)

(19.8)

(19.4)

Maintenance capital expenditure

(3.7)

(3.7)

(12.7)

(11.5)

Changes in working capital(f)

(6.3)

5.4

(15.3)

(11.4)

Adjusted free cash flow

36.2

26.3

112.1

93.2

(a) Represents professional fees and other expenses paid to third parties that are incurred in connection with individual practice acquisitions and are not related to the underlying business operations of the Company.

(b) Represents costs related to the strategic review process and other costs incurred by the Company to evaluate strategic alternatives to unlock shareholder value.

(c) Represents costs related to implementation of new corporate technology systems, the undertaking of vendor consolidations, termination benefits and other costs of restructuring, and implementation of the Canadian Federal government’s Canadian Dental Care Plan.

(d) Represents post-employment benefits provided to the Company’s former President.

(e) Represents short-term benefits paid to the CEO during the nine months ended September 30, 2024 in contemplation of the CEO continuing to facilitate the leadership changes announced in June 2024 and developing a long-term plan to assist the Board in driving sustained value for the Company’s practices, patients and shareholders.

(f) Represents the change in non-cash working capital items for the period.

Adjusted Net Income

“Adjusted net income” is calculated by adding to Net loss and comprehensive loss certain expenses, costs, charges or benefits incurred in such period which in management’s view are either not indicative of underlying business performance or impact the ability to assess the operating performance of our business, including: (a) amortization of intangible assets; (b) share-based compensation; (c) change in fair value of contingent consideration; (d) external acquisition expenses; (e) strategic review costs; (f) other corporate costs; (g) loss on disposal of dental practices; (h) change in fair value of preferred shares; (i) loss on disposal and impairment of property and equipment and intangible assets; (j) loss on settlement of other receivables; (k) impairment of right-of-use assets; (l) loss on modification of borrowings; (m) post-employment benefits; (n) short-term benefits; (o) other adjustments; and (p) the tax impact of the above. We use Adjusted net income to facilitate a comparison of our operating performance on a consistent basis from period to period and to provide for a more complete understanding of factors and trends affecting our business. The most comparable IFRS measure to Adjusted net income is Net loss and comprehensive loss, for which a reconciliation is provided below.

Three months ended September 30,

 

Nine months ended September 30,

2024

 

2023

 

2024

 

2023

(expressed in millions of dollars)

(expressed in millions of dollars)

Net loss and comprehensive loss

(22.7)

(9.8)

(46.3)

(50.5)

Adjustments: Amortization of intangible assets

27.5

26.1

81.4

77.8

Share-based compensation

2.7

0.8

9.8

7.0

Change in fair value of contingent consideration(a)

0.2

0.5

5.0

0.9

Change in fair value of preferred shares(b)

(1.1)

1.8

(1.4)

5.8

External acquisition expenses(c)

1.3

0.2

3.1

3.5

Strategic review costs(d)

—

—

—

6.2

Other corporate costs(e)

0.9

2.7

4.3

11.1

Loss on disposal of dental practices(f)

—

0.5

2.3

21.0

Loss on disposal and impairment of property and equipment and intangible assets(g)

0.4

—

0.4

—

Loss on modification of borrowings(h)

—

—

2.3

—

Post-employment benefits(i)

—

—

2.3

—

Short-term benefits(j)

—

—

0.5

—

9.2

22.8

63.7

82.8

Estimated tax impact of the above

(2.7)

(2.7)

(10.0)

(11.2)

Adjusted net income

6.5

20.1

53.7

71.6

(a) On acquisition, and at each subsequent reporting date, obligations under earn-out arrangements are measured at fair value with the changes in fair value recognized in the condensed interim consolidated statements of loss and comprehensive loss.

(b) The Management Preferred Shares are classified as a financial asset at FVTPL. During the three and nine months ended September 30, 2024, the Company recognized a gain on change in fair value of preferred shares of $1.1 million and $1.4 million, respectively, in the condensed interim consolidated statements of loss and comprehensive loss (three and nine months ended September 30, 2023 - a loss of $1.8 million and $5.8 million, respectively).

(c) Represents professional fees and other expenses paid to third parties that are incurred in connection with individual practice acquisitions and are not related to the underlying business operations of the Company.

(d) Represents costs related to the strategic review process and other costs incurred by the Company to evaluate strategic alternatives to unlock shareholder value.

(e) Represents costs related to implementation of new corporate technology systems, the undertaking of vendor consolidations, termination benefits and other costs of restructuring, and implementation of the Canadian Federal government’s Canadian Dental Care Plan.

(f) Represents the loss on disposal of dental practices that were disposed of during the three and nine months ended September 30, 2024 and 2023.

(g) Represents the loss on disposal of property and equipment, which primarily occurred upon the closure of certain dental practice locations and the subsequent disposal of leasehold improvements and equipment that could not be transferred to other dental practices.

(h) Represents the loss on modification of the Credit Facilities upon entering into the Second Amended Credit Agreement during the three months ended March 31, 2024.

(i) Represents post-employment benefits provided to the Company’s former President.

(j) Represents short-term benefits paid to the CEO during the nine months ended September 30, 2024 in contemplation of the CEO continuing to facilitate the leadership changes announced in June 2024 and developing a long-term plan to assist the Board in driving sustained value for the Company’s practices, patients and shareholders.

PF Adjusted EBITDA

“PF Adjusted EBITDA” in respect of a period means Adjusted EBITDA for that period plus the Company’s estimate of the additional Adjusted EBITDA that it would have recorded if it had acquired each of the dental practices that it acquired during that period on the first day of that period, calculated in accordance with the methodology described in the reconciliation table in “Reconciliation of Non-IFRS Measures”. Both creditors and the Company use PF Adjusted EBITDA to assess our borrowing capacity, which management believes, given the highly acquisitive nature of our business, is more reflective of our operating performance. We also use PF Adjusted EBITDA to determine components of employee compensation. The most comparable IFRS measure to PF Adjusted EBITDA is Net loss and comprehensive loss.

Twelve months ended September 30, 2024

(expressed in millions of dollars)

Adjusted EBITDA

277.8

Add:

 

Acquisition adjustment(a)

10.1

PF Adjusted EBITDA

287.9

(a) The Company regularly acquires dental practices and estimates that if the acquisitions for the twelve months ended September 30, 2024 had occurred on the first day of the applicable fiscal period, it would have recorded additional Adjusted EBITDA of $10.1 million for the twelve months ended September 30, 2024. These estimates are based on the amount of Practice-Level EBITDA budgeted by us to be earned by the relevant practices at the time of their acquisition by us. There can be no assurance that if we had acquired these practices on the first day of the applicable fiscal period, they would have actually generated such budgeted Practice-Level EBITDA, nor is this estimate indicative of future results.

PF Adjusted EBITDA after rent

“PF Adjusted EBITDA after rent” in respect of a period means PF Adjusted EBITDA less interest and principal repayments on leases and lease interest and principal repayments on acquisitions. Both creditors and the Company use PF Adjusted EBITDA after rent to assess our borrowing capacity, which management believes, given the highly acquisitive nature of our business, is more reflective of our operating performance. The most comparable IFRS measure to PF Adjusted EBITDA after rent is Net loss and comprehensive loss.

Twelve months ended September 30, 2024

(expressed in millions of dollars)

PF Adjusted EBITDA

287.9

Deduct:

 

Lease interest and principal repayments

(44.3)

Lease interest and principal repayments on acquisitions

(0.9)

PF Adjusted EBITDA after rent

242.7

Net debt / PF Adjusted EBITDA after rent Ratio

“Net debt / PF Adjusted EBITDA after rent Ratio” means non-current borrowings divided by PF Adjusted EBITDA after rent. We use Net debt / PF Adjusted EBITDA after rent Ratio to assess our borrowing capacity.

Drawn as of September 30, 2024

(expressed in millions of dollars)

Revolving Credit Facility

–

Delayed Draw Facility

146.8

C$ Term loan

900.0

Total

1,046.8

Deduct:

 

Cash

71.9

Net debt

974.9

Divide by:

 

LTM PF Adjusted EBITDA after rent

242.7

Net debt to LTM PF Adjusted EBITDA after rent

4.0x

Same Practice Revenue Growth

“Same Practice Revenue Growth” in respect of a period means the percentage change in revenue derived from Established Practices in that period as compared to revenue from the same dental practices in the corresponding period in the immediately prior year.

About Forward-Looking Information

This release includes forward-looking information and forward-looking statements within the meaning of applicable Canadian securities legislation, including the Securities Act (Ontario). Forward-looking information includes, but is not limited to, statements about the Company’s objectives and strategies to achieve those objectives, our financial outlook, and about the Company’s beliefs, plans, expectations, anticipations, estimates, or intentions. Forward-looking information includes words like could, expect, may, anticipate, assume, believe, intend, estimate, plan, project, guidance, outlook, target, and similar expressions suggesting future outcomes or events.

Our forward-looking information includes, but is not limited to, the information and statements under “Outlook” relating to our goals for the fourth quarter of 2024 for Revenue, Same Practice Revenue Growth, Adjusted EBITDA Margin, PF Adjusted EBITDA after rent attributable to practices acquired in 2024, as well as our medium-term expectations regarding Same Practice Revenue Growth and Net Debt / PF Adjusted EBITDA after rent Ratio. Such forward-looking information relating to these metrics are not projections; they are goals based on the Company’s current strategies and may be considered forward-looking information under applicable securities laws and subject to significant business, economic, regulatory and competitive uncertainties and contingencies, many of which are beyond the control of the Company and its management.

The purpose of disclosing such forward-looking information is to provide investors with more information concerning the financial results that the Company currently believes are achievable based on the assumptions below. Readers are cautioned that the information may not be appropriate for other purposes. While these targets are based on underlying assumptions that management believes are reasonable in the circumstances, readers are cautioned that actual results may vary materially from those described above.

Forward-looking statements are necessarily based upon management’s perceptions of historical trends, current conditions and expected future developments, as well as a number of specific factors and assumptions that, while considered reasonable by management as of the date on which the statements are made, are inherently subject to significant business, economic and competitive uncertainties and contingencies which could result in actions, events, conditions, results, performance or achievements to be materially different from those projected in the forward-looking statements. Forward-looking information is based on many factors and assumptions including, but not limited to, the impact of, and the enrollment of patients in, the CDCP; the Company’s business, operations and capital structure continuing as currently maintained; that the Company’s acquisition program continues without any re-deployment of capital of the Company; the Company’s ability to realize pricing increases; an increase in patient visit volumes in the fourth quarter of 2024; the impact of the investments the Company has made in its marketing and talent teams and the upgrades to its core information technology systems; the Company’s ability to continue to make and integrate acquisitions at attractive valuations including a reduction in acquisition purchase multiples as compared to prior periods; the impact of corporate investments made on the Company’s operations, including the Company’s corporate infrastructure and technology stack and new Human Resource Information system and ERP system; the expansion of service offerings and frequency of patient visits which contribute to optimal patient care; the Company’s ability to mitigate anticipated supply chain disruptions, geopolitical risks, inflationary pressures and labour shortages, expand service offerings and generate cash flow; no changes in the competitive environment or legal or regulatory developments affecting our business; and visits by patients to our Practices at the same rate as current visits.

Actual results and the timing of events may differ materially from those anticipated in the forward-looking information as a result of known and unknown risk factors, many of which are beyond the control of the Company and could cause actual results to differ materially from the forward-looking statements. Such risks include, but are not limited to, the Company’s potential inability to successfully execute its growth strategy and complete additional acquisitions; its dependence on the integration and success of its acquired dental practices; the potential adverse effect of acquisitions on its operations; its dependence on the parties with which the Company has contractual arrangements and obligations; changes in relevant laws, governmental regulations and policy and the costs incurred in the course of complying with such changes; competition in the dental industry; increases in operating costs; the risk of difficulty complying with public company reporting obligations; and the risk of a failure in internal controls and other factors described under “Risk Factors” in the AIF and the Annual MD&A. Accordingly, we warn readers to exercise caution when considering statements containing forward-looking information and caution them that it would be unreasonable to rely on such statements as creating legal rights regarding the Company’s future results or plans. We are under no obligation (and we expressly disclaim any such obligation) to update or alter any statements containing forward-looking information or the factors or assumptions underlying them, whether as a result of new information, future events, or otherwise, except as required by applicable securities laws. All of the forward-looking information in this release is qualified by the cautionary statements herein.

About Dentalcorp

Dentalcorp is Canada's largest and one of North America's fastest growing networks of dental practices, committed to advancing the overall well-being of Canadians by delivering the best clinical outcomes and unforgettable experiences. Dentalcorp acquires leading dental practices, uniting its network in a common goal: to be Canada's most trusted healthcare network. Leveraging its industry-leading technology, know-how and scale, Dentalcorp offers professionals the unique opportunity to retain their clinical autonomy while unlocking their potential for future growth. To learn more, visit dentalcorp.ca.

Source: Dentalcorp Holdings Ltd.

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For investor inquiries, please contact:

Investor Relations

Nick Xiang Senior Director, Corporate Finance nick.xiang@dentalcorp.ca (647) 220-4905

Media

Sebastien Bouchard Vice President, Corporate Communications sebastien.bouchard@dentalcorp.ca (437) 216-0733