Full Press Release Details
Quipt Acquires $60 Million in Revenues and $13
Million Adjusted EBITDA with Strategic Acquisition of Great Elm Healthcare, LLC
Quipt Reaches $220 Million in Annualized Revenues
and $49 Million of Anticipated Annualized Adjusted EBITDA
Cincinnati, Ohio - January 3, 2023 -
Quipt Home Medical Corp. ("Quipt" or the "Company") (NASDAQ:QIPT; TSXV:QIPT), a U.S. based home
medical equipment provider, focused on end-to-end respiratory care, is very pleased to announce that it has acquired Great Elm Healthcare,
LLC ("Great Elm"), a division of Great Elm Group, Inc. (NASDAQ:GEG) (the "Acquisition"), with an
effective date of December 31, 2022. Great Elm operates a complete line of respiratory related durable medical equipment service locations
across eight states in the Midwest, Southwest and Pacific Northwest. Based on an independent quality of earnings report, Great Elm had
unaudited revenues for the 12 months ended August 31, 2022 of $60 million with an Adjusted EBITDA (defined below) of $13 million.
As a reminder, all figures stated are in USD.
Transaction Highlights
| Establishes Quipt as a leading respiratory-focused home medical equipment suppliers in the United States with significant scale, serving 270,000 patients with 32,500 referring physicians across 115 locations in 26 states. | ||
| The combination of Quipt and Great Elm has a combined Annualized Revenue (defined below) and Annualized Adjusted EBITDA (defined below) of $220 million and $47 million, respectively, based on Quipt's reported audited results for the fourth quarter ended September 30, 2022 and Great Elm's unaudited results for the 12 months ended August 31, 2022. | ||
| Pursuant to the membership interest purchase agreement dated January 3, 2022, the total purchase price is $80 million (subject to customary adjustments of Great Elm's working capital, existing debt and expenses), comprised of $73 million in cash, $5 million in assumed debt, and 431,996 Quipt common shares at a deemed price per share equal to $4.63, representing a purchase price of 6.0x Adjusted EBITDA pre cost savings and synergies. |
Acquisition Commentary
Great Elm is a leading operator of
respiratory related durable medical equipment service with 21 locations across eight states in the Midwest, Southwest, and Pacific
Northwest, adding seven new states to Quipt's current geographic coverage including Arizona, Alaska, Iowa, Kansas, Nebraska,
Oregon, and Washington. The combination of Great Elm and Quipt positions Quipt to become a national HME provider with near coast to
coast operations. The Acquisition adds 8,500 referring physicians bringing Quipt's referring network base to over 32,500, and
increases Quipt's active patient count by 70,000, bringing Quipt's total to 270,000 active patients. As a result of
Great Elm's significantly weighted respiratory product mix, respiratory products will now make up approximately 79% of
Quipt's product mix. By opening new markets and fostering connections with referral partners, patients, and payors, Great Elm
considerably increases the Company's scale and geographic reach.
Great Elm represents a turnkey platform acquisition
for Quipt as it dramatically enhances Quipt's operations and provides the Company with significant additional inorganic and organic
growth opportunities. The advanced infrastructure of Great Elm, which includes strong leadership and strong internal processes, is expected
to significantly expedite the integration process, and will greatly complement Quipt's existing infrastructure. The Acquisition
will also allow Quipt to cross sell its products in Great Elm locations with the opportunity to significantly increase revenue associated
with Quipt's subscription-based resupply program through the onboarding of Great Elm patients. Quipt has identified $2 million in
cost savings and synergies, which is expected to be captured over the first six months.
Great Elm is focused on clinical excellence, and
like Quipt, offers a high-quality, full-service line of respiratory equipment, and supplies. Great Elm has a diversified payor mix and
several difficult to obtain insurance contracts. Additionally, Great Elm's operating footprint aligns closely with regions that
have a high prevalence of Chronic Obstructive Pulmonary Disease ("COPD"), a key target patient group of Quipt. The
eight states in which Great Elm operates includes over 1.5 million1
people suffering from COPD.
Management Commentary
"We are extremely thrilled to start 2023
with the milestone acquisition of Great Elm Healthcare, which gives us significant coast-to-coast presence across the United States and
firmly establishes Quipt as one of the top clinical at-home respiratory providers in the nation. I would like to use this opportunity
to extend a warm welcome from the Quipt family to the entire Great Elm team. We are eager to get started. Over 1.5 million people in the
jurisdictions serviced by Great Elm suffer from COPD2, and
this acquisition positions us to make progress in this primary target market," said Greg Crawford, Chairman and CEO of Quipt. "Great
Elm represents a true platform investment for Quipt and provides us with the opportunity to serve pulmonary and neurological disease states
by utilizing the patient-centric ecosystem we have built focused on ventilation therapy, oxygen therapy and sleep therapy. This creates
immediate and actionable revenue synergies for us. Moreover, the valuable commercial insurance contracts, strong referring physician network,
and significant patient base we have accumulated across seven new states will give us the ability to cross sell our products into these
new geographies. The highly skilled and seasoned leadership team at Great Elm bolsters our ability to further enhance organic growth and
margin expansion across the combined organization when joined with our current executive team. On a combined basis, we expect to have
Annualized Revenue of $220 million and Anticipated Annualized Adjusted EBITDA of $49 million on a pro forma basis, putting us in a formidable
position to continue to capitalize on the opportunities in front of us as we continue to increase shareholder value."
Chief Financial Officer, Hardik Mehta added, "Our
prudent capital deployment strategy has once again yielded fantastic results. We wanted to focus on closing our largest deal first and
the acquisition of Great Elm is a major accomplishment, providing us with a turnkey acquisition at a prudent purchase price while maintaining
our conservative balance sheet and allowing for financial flexibility on a go forward basis. We fully expect to be able to expand our
senior credit facilities when opportunities arise, and we will continue to leverage technology and data driven decision-making to unlock
additional profitability and to ensure we continue to improve upon our patient centric ecosystem. We look forward to a seamless integration
process and believe the increased geography of our business will allow us to create additional opportunities to further expand on our
proven acquisition and integration approach with highly accretive tuck-in acquisitions for our full suite of respiratory care products
and services. The Great Elm acquisition is a fantastic way to start the new year and we look forward to keeping investors apprised of
our continued success."
The Company will post updated corporate slides
ABOUT QUIPT HOME MEDICAL CORP.
The Company provides in-home monitoring and disease
management services including end-to-end respiratory solutions for patients in the United States healthcare market. It seeks to continue
to expand its offerings to include the management of several chronic disease states focusing on patients with heart or pulmonary disease,
sleep disorders, reduced mobility, and other chronic health conditions. The primary business objective of the Company is to create shareholder
value by offering a broader range of services to patients in need of in-home monitoring and chronic disease management. The Company's
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.
Readers are cautioned that the financial information
regarding Great Elm disclosed herein is unaudited and derived as a result of an independent quality of earnings report as well
as the Company's due diligence, including a review of Great Elm's bank statements and tax returns.
There can be no assurance that any of the potential
acquisitions in the Company's pipeline or in negotiations will be completed as proposed or at all and no definitive agreements
have been executed. Completion of any transaction will be subject to applicable director, shareholder, and regulatory approvals.
Unless otherwise specified, all dollar amounts
in this press release are expressed in U.S. dollars.
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.
The securities referred to in this press release
have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold
within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from
the U.S. registration requirements. This press release does not constitute an offer for sale of securities, nor a solicitation for offers
to buy any securities. Any public offering of securities in the United States must be made by means of a prospectus containing detailed
information about the company and management, as well as financial statements.
Forward-Looking Statements
Certain statements contained in this press
release constitute "forward-looking information" as such term is defined in applicable Canadian securities
legislation. The words "may", "would", "could", "should", "potential", "will",
"seek", "intend", "plan", "anticipate", "believe", "estimate", "expect",
"outlook", and similar expressions as they relate to the Company, including: post integration financial
results (Anticipated Annualized Revenue and Anticipated Annualized Adjusted EBITDA); anticipated pro forma cost savings and synergies
and the timing of capturing them; the Acquisition expecting to be financially accretive to overall growth and cash flow; anticipated
cross-selling opportunities; the acquisition increasing resupply revenue and margins and the timing of such; Great Elm's footprint expected