Nova Leap Health Corp. Announces Execution of Definitive Agreement to Acquire Home Care Business in South Central U.S.
24 Junho 2019 - 1:11PM
NOVA LEAP HEALTH CORP. (TSXV: NLH) (“Nova Leap” or “the Company”),
a 2019 TSX Venture 50™ ranked company focused on the home health
care industry, is pleased to announce that it has executed a
definitive agreement (the “Agreement”), dated June 20, 2019, to
acquire a home care services company (“the Target”) located in
South Central U.S. The Target reported unaudited revenues of
approximately $1.42 million and had adjusted EBITDA of $0.174
million for the year ended December 31, 2018. All amounts are
in United States Dollars (“USD”) unless otherwise specified.
“The successful integration of past acquisitions
indicative by our record Q1 results, the talent across our company
and our ability to leverage technology has made this an appropriate
time to enter a new region in the U.S.”, said Chris Dobbin,
President and CEO of Nova Leap.
The acquisition will be Nova Leap’s first in the
South Central U.S. and may enable further geographic expansion,
similar to the Company’s significant growth in New England.
The Agreement is the first announced by Nova Leap since the Company
announced record Q1 results on March 23, 2019 which included the
following highlights:
- Achieved record Q1 revenues of $3,911,855 resulting in the
Company’s 7th consecutive quarter of revenue growth;
- Achieved improved gross margin of 33.2% in the first quarter of
2019 as compared to a gross margin of 31.8% in the fourth quarter
of 2018;
- Achieved record combined United States and Canadian operating
segment EBITDA as a percentage of revenue of 11.8% in the first
quarter of 2019 as compared to 9.9% in Q4 2018;
- Achieved record EBITDA as the Company reported a significant
improvement from negative ($45,075) in Q4 2018 to $183,376 in Q1
2019; and
- Achieved record operating cash flows of $194,460 during the
first quarter of 2019 as compared to negative operating cash flows
of ($356,153) for the fourth quarter of 2018.
Under the terms of the Agreement, the
acquisition is to be made for a total consideration of $660,000 of
which $470,000 is payable with cash on closing and $190,000 is by
way of a promissory note repayable over a three-year period.
Closing the acquisition is subject to final due diligence, lender
approval, and approval of state licensing.
The acquisition is expected to be immediately
accretive.
Nova Leap generated an approximate 9,700%
increase ($737,000/month average) in annualized recurring revenue
over a 21-month period. During that time, annualized
recurring revenue increased from approximately $160,000 based on
results reported in the June 30, 2017 interim consolidated
financial statements to $15,650,000 based on results reported in
the March 31, 2019 interim consolidated financial statements.
Additionally, the Careforce acquisition, as reported on April 23,
2019, will further increase annualized recurring revenue for the
second quarter of 2019 and onward.
About Nova Leap
Nova Leap is an acquisitive home health care
services company operating in one of the fastest growing industries
in the U.S. & Canada. The Company performs a vital role
within the continuum of care with an individual and family centered
focus, particularly those requiring dementia care. Nova Leap
achieved 877% revenue growth in 2018 through a geographically
focused expansion plan and achieved the #10 Ranking in the 2019 TSX
Venture 50™ in the Clean Technology & Life Sciences
sector. The Company is geographically diversified with
operations in 4 different U.S. states: Vermont, New Hampshire,
Massachusetts, and Rhode Island as well as Halifax, Nova
Scotia.
NON-GAAP MEASURE:
Annualized recurring revenue run rate is the
expected annualized recurring revenue based on the most recent
month’s actual revenue for current operations multiplied by
12.
For acquisitions that closed subsequent to the
reporting period or are expected to close and have been disclosed
in a press release as material information, annual recurring
revenue run rate is the expected annualized recurring revenue based
on the most recent month’s revenue for current operations
multiplied by 12 plus the annual revenue based on the most recent
financial information available for the newly acquired operations
or operations which are expected to close and have been disclosed
in a press release as material information.
Earnings before interest, taxes, depreciation
and amortization (“EBITDA”), is calculated as the net loss, before
acquisition and transaction costs, non-cash expenses (including
loss from disposal of assets, impairments, amortization and
depreciation and stock-based compensation), interest expense, net
of interest income and income tax expense.
FORWARD LOOKING
INFORMATION:
Certain information in this press release may
contain forward-looking statements, such as statements regarding
future expansions and cost savings, the Company’s expected
annualized recurring revenue run rate and plans regarding future
acquisitions and financings. This information is based on current
expectations and assumptions, including assumptions concerning the
Company’s ability to integrate its acquired businesses and maintain
previously achieved service hour and revenue levels, that are
subject to significant risks and uncertainties that are difficult
to predict. Actual results might differ materially from results
suggested in any forward-looking statements. Risks that could cause
results to differ from those stated in the forward-looking
statements in this release include regulatory changes affecting the
home care industry, unexpected increases in operating costs and
competition from other service providers. All forward-looking
statements, including any financial outlook or future-oriented
financial information, contained in this press release are made as
of the date of this release and included for the purpose of
providing information about management's current expectations and
plans relating to the future. The Company assumes no obligation to
update the forward-looking statements, or to update the reasons why
actual results could differ from those reflected in the forward
looking-statements unless and until required by securities laws
applicable to the Company. Additional information identifying risks
and uncertainties is contained in the Company's filings with the
Canadian securities regulators, which filings are available at
www.sedar.com.
CAUTIONARY STATEMENT:
Neither 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.
For further information:
Christopher Dobbin, CPA, CA
Director, President and CEO
Nova Leap Health Corp.
T: 902 401 9480 F: 902 482 5177
cdobbin@novaleaphealth.com
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