Nova Leap Health Corp. Announces Execution of Definitive Agreement to Acquire Home Care Business in Massachusetts
NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES
HALIFAX, October 23, 2020 – 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 October 23, 2020, to acquire a home care services company (“the Target”) located in Massachusetts. The Target reported unaudited revenues of approximately $2.245 million, and EBITDA of approximately $347,000 for the 2019 calendar year. All amounts are in United States Dollars (“USD”) unless otherwise specified.
Under the terms of the Agreement, the acquisition is to be made for total maximum consideration of $1.275 million of which $600,000 is payable with cash on closing, $375,000 is by way of a promissory note repayable over a three-year period bearing interest of 2% per annum and up to $300,000 by way of a 3-year structured earnout (the “Earnout”). The promissory note will be secured by a corporate guarantee by Nova Leap Health Corp. and is subordinated to Nova Leap’s primary commercial lender.
Under the Earnout, the maximum potential annual payout in each of 2022, 2023, and 2024 is subject to a ceiling of $100,000 and is calculated based on gross service revenue of the acquired operations for the previous 12-month period, which begins January 1, 2021. The Earnout is also subject to a floor such that no payments will be made in a given year if gross service revenue falls below approximately $1.58 million for the preceding 12-month period.
The acquisition is expected to be immediately accretive and closing of the acquisition is subject to final due diligence. The acquisition is at arm’s length and there are no finder’s fees to be paid.
“We’re excited to continue expanding within Massachusetts and to welcome a great team to our organization,” said Chris Dobbin, President & CEO of Nova Leap. “I’m excited about the quality of people we are attracting and about what lies ahead.”
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 centred focus, particularly those requiring dementia care. Nova Leap 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 7 different U.S. states within the New England and South- Central regions as well as Nova Scotia, Canada.
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 general economic and market conditions, availability of working capital necessary for conducting Nova Leap’s operations, and Nova Leap’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 the impact of the COVID-19 pandemic or any recurrence, including government regulations or voluntary measures limiting the Company’s ability to provide care to clients (such as shelter-in-place orders, isolation or quarantine orders, distancing requirements, or closures or restricted access procedures at facilities where clients reside), increased costs associated with personal protective equipment and sanitization supplies, staff and supply shortages; regulatory changes affecting the home care industry, other 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.
For further information:
Chris Dobbin, CPA, CA
Director, President and CEO Nova Leap Health Corp.
T: 902 401 9480 F: 902 482 5177
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.