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Centric Investor PresentationCentric Investor Presentation
2
Presentation Format – Preferential Offering
1. Disclaimers & Medical Ethics Note
2. Background to Centric Health
3. Strategic Partner – GHIS (The Experience)
4. What is Our Strategy?
5. Prospectus Offering
6. Key Investment Considerations
7. Process & Timetable
3
Executive Summary of Offering
• Capital Raise of up to $30m ($10m completed 1st Closing)
• Sale of $10,000 Units comprising:
Common Shares (freely tradable): 1,283 common shares @ $1.56
Subordinated Convertible Note: $8,000
− Term: 60 months / Interest @ 6% p.a. payable semi annually
− Convertible if shares are @ $3.12 at Holders election at any time
Warrants: Right to purchase 1,283 shares @ $1.66 at the end of the term
• Maximum Subscription ↑ to $500,000
• Open to Accredited US Investors
• Public offer with DSP to Centric Staff and Healthcare Professionals
• Eligible for: Registered Plans (RRSP, RRIF, RESP, DPSP) and TFSAIncorporated Practices
4
Forward Looking Information & Disclosure
Certain of the statements contained in this presentation are "forward‐looking information“ within the meaning of applicable Canadian securities legislation. Forward‐looking information includes, but is not limited to, business strategy, plans and other expectations, beliefs, goals, objectives, information and statements about possible future events. Forward‐looking information generally can be identified by the use of forward‐looking terminology such as “outlook”, “objective”, “may”, “will”, “expect”, “intend”, “estimate”, “anticipate”, “believe”, “should”, “plans” or “continue”, or similar expressions suggesting future outcomes or events. You are cautioned not to place undue reliance on such forward‐looking information. Forward‐looking information is based on current expectations, estimates and assumptions that involve a number of risks, which could cause actual results to vary and in some instances to differ materially from those anticipated by Centric Health and described in the forward‐looking information contained in this presentation. No assurance can be given that any of the events anticipated by the forward‐looking information will transpire or occur or, if any of them do so, what benefits Centric Health will derive therefrom and neither Centric Health nor any other person assumes responsibility for the accuracy and completeness of any forward‐looking information. Other than as specifically required by applicable laws, Centric Health assumes no obligation and expressly disclaims any obligation to update or alter the forward‐looking information whether as a result of new information, future events or otherwise.
5
Disclaimers
The information contained in this Presentation concerning Centric Health Corporation, its subsidiaries and affiliated companies (collectively “Centric Health”) does not purport to be all‐inclusive or to contain all the information that a prospective purchaser or investor may desire to have in evaluating whether or not to make an investment in Centric Health. The information is qualified entirely by reference to Centric Health’s publicly disclosed information including the Base Shelf Prospectus, any Prospectus Supplements thereto, and any documents incorporated by reference therein.
The information and opinions contained in this Presentation are provided as at the date of this Presentation. The contents of this Presentation are not to be construed as legal, financial or tax advice. Each prospective purchaser should contact his, her or its own legal adviser, independent financial adviser or tax adviser for legal, financial or tax advice. This document is confidential and is being provided to you solely for your information and may not be reproduced, in whole or in part, in any form or forwarded or further distributed to any other person. Any forwarding, distribution or reproduction of this document in whole or part is unauthorized.
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Medical Ethics Notes
• Centric shares are listed on Toronto Stock Exchange (TSX)
Freely tradable ‐ Single class of shares
Available to any investor at all times
Sold at market related prices
• Health Care Professionals (HCP) are not prohibited from investing in listed public companies
• HCPs are under no obligation to support Centric businesses
• HCPs have absolute discretion where to refer their patients
• HCPs will at all times retain their clinical independence and remain professionally accountable in terms of their relevant College guidelines
• Participation in this offering is not linked to any individual’s number of admissions, revenue or referrals
• Any perceived conflicts may be cured with full disclosure
• Patients MUST always have freedom of choice
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Centric Health Overview
• Formerly known as Alegro Health (2002) – TSX.V:AGO
• GHIS: Invested July ‘07 Control from June ‘09
• Now listed on main board ‐TSX:CHH
• GHIS now largest shareholder & strategic advisor
• Focused acquisition and consolidation strategy
• Integrated service provider with national presence
Our Story Our Businesses
>750 Locations Across Canada
~$290mMarket Capitalization (1)
>3,500Staff
~$141mLTM Revenue
Our Scale
Surgical Centres
PT / Seniors’ Wellness /Medical Assessment
Pharmacy / HME
Diagnostics Medical Centres
Note: LTM is defined as Last Twelve Months; revenue reflects revenues only in periods since closing.(1) # of shares in issue X share price (January 4, 2012).(2) Market Cap + Net Debt as at Q3 2011 + Preferred Partnership Units.
~$520mEnterprise Value(2)
8
Centric Health History & Milestones
H
DCE
I
B
F
A: Active Health Management / GHIS ControlB: Name change to Centric Health and TSX listingC: Community Advantage Rehabilitation D: Southlake Specialty Pharmacies E: Surgical SpacesF: LifeMark Health
Mkt. Cap. CAGR
227%
$290m
$15m
To Jan 4 2012
G: Blue Water Surgery & London Scoping Centre H: DNPI Group I: Performance Medical Group announcedJ: Motion Specialties Inc announcedK: Classic Care Pharmacy Corporation
J
A
K
G
9
Share Price Performance – 1996 ‐ 2006
The NetCare Experience*
• Founded by former CEO Dr. Jack Shevel, Netcare was publicly listed on December 4th 1996 on the JSE
• Grew to be the 3rd largest healthcare service group in the world
• HCPs owned > 30% 10,500 Doctors + 24,000 HCPs
• Aligned interests to create value for all stakeholders
2006 MARKET CAP
1996 MARKET CAP
$3.5b$40m2006 MARKET CAP
IPOEBITDA
Cash Generated by Operations
Fully Diluted EPS
Revenue
34.8%
33.6%
32.7%
30.3%
1996‐2005 CAGRs
Listing Price: R 1.00Low: R 0.58High: R 16.30
Period under Stewardship of Dr. Jack Shevel
Share Price (cents)
* * Centric and Netcare are not affiliated with one another. The historical performance of Netcare's business and share price should not be construed as an indication or assurance as to the future performance of Centric's business or share price.
10
Centric Health: Revenue & Adjusted EBITDA
Revenue ($m) Adjusted EBITDA(1) ($m)
$12.3 $14.3 $15.8
$36.6
$62.5
$140.8
$0.0
$20.0
$40.0
$60.0
$80.0
$100.0
$120.0
$140.0
$160.0
2006 2007 2008 2009 2010 LTM
67% CAGR
$0.6$1.5
$2.0
$3.5
$8.0
$16.6
$0.0
$2.0
$4.0
$6.0
$8.0
$10.0
$12.0
$14.0
$16.0
$18.0
2006 2007 2008 2009 2010 LTM
101% CAGR
LTM: Last 12 months published = 9 months ending Sept 30, 2011 + Q4 2010(1) Adjusted EBITDA: Per MD&A
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Market Information
Share Price (TSX: CHH) – Jan 4, 2012 $1.74
52‐Week High $3.00
52‐Week Low $0.90
% off 52‐Week High 42.0%
Shares Outstanding (Basic) 168.9m
Analyst Coverage
‐ Byron Capital Markets ‐ National Bank Financial
‐ GMP Securities ‐ Versant Partners
‐ Industrial Alliance
Centric HealthCentric Health
What is Our Strategy?
13
Canadian Healthcare Spending Landscape
Spiraling Healthcare Costs
ENORMOUS pressure for cost savings via new innovation
1984
b$37 2010
b$192
Source: Canadian Institute for Health Information: National Health Expenditure Trends, 1975–2010
Aging Demographics
Increased Services
Technology
6.54% CAGR
14
Canadian Healthcare Spending Landscape
Public (70%)
• Government HealthPrograms
• Hospitals • Drugs• Physicians • Administration• Surgery• Diagnostics
Insured (18% or $36.5B)• Drug plans • Dental & Vision• Rehabilitation Services• Diagnostics
Discretionary (12% or $20B)• Plastic Surgery• Elder/Convalescent Care• Cosmetic /Dental• Diagnostics
$135.1B $56.5B
Public Healthcare
Insured & Discretionary
Source: Canadian Institute for Health Information: National Health Expenditure Trends, 1975 ‐ 2010
45% or $61B of Publicly Funded Healthcare is Delivered Privately
Total Privately Delivered Healthcare > $117B
15
What To Be?
• Highest ethical standards
• Partner of choice for healthcare professionals
• High service ethic with best clinical outcomes
• A unique “Brand of Care”
• Respected as world class and world famous
• An investment opportunity for healthcare service providers and professionals
Canada’s Premier Healthcare Company that Provides Innovative Solutions Centered Around
Patients and Healthcare Professionals
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Unique Brand of Care – Superior Product
Objective Management, Staff and HCPs to own 30‐40% of CHH
• Deliver a Superior Product – Unique Brand of Personalized Care
True Partnership of Health Team (Multidisciplinary)
Interests Fully Aligned & Focused on Quality Care
Integrated & Co‐ordinated Range of Bundled Services
Exceed Patients Expectations
• Sustainable Commitment & Support
Investment Opportunity in an industry you understand
HCP Owned & HCP Managed
Working together to create value for all Stakeholders
Transparency
Commitment to Excellence
Not Just For Profit
17
Where We Focus?
• Reputable entrepreneurial companies with successful track records and intellectual property
• Consolidation and rationalization opportunities
• Established groups ready for their next growth phase
• Super speciality services
• Healthcare systems seeking innovative solutions
Historical Acquisition Track Record
(1) = Transaction announced but not closed. No assurance can be made as to whether these will close.
Date Company Sector
09‐May Active Health Seniors’ Wellness
10‐Sep Southlake Pharmacies Pharmacies
10‐Sep Comm. Advantage Rehab. Homecare
10‐Dec Surgical Spaces Surgery & Diagnostics
11‐May LifeMark Health Rehab. & Physio
11‐May Blue Water Surgical Surgery
11‐May London Scoping Scoping Procedures
11‐Jun DNPI Group Specialty Pharmacies
11‐Nov Classic Care Specialty Pharmacy
11‐Dec Performance Medical Orthotics
Total Value: >$420m
11‐Nov Motion Specialties (1) Home Medical Equip.
18
Opportunities for Further Consolidation
• Market remains highly fragmented with majority of clinics owner‐operated
• Opportunities to leverage off Centric Health’s existing platform
• Organic growth potential with synergies
Cross sell range of products and services
Offer multi‐vendor services
Provide competitive pricing
Economies of scale provides margin expansion
Establish Preferred Provider Network (PPN) ‐ National footprint
M&A Transactions(announced last 28 months)(1)
Total Deals 14(GHIS control June 2009)
Value of Deals ~$420m
Cash + Assumed Debt ~$310m+ Alaris (70%)
Centric Shares Issued ~88m(30%)(Avg. price = $1.30)
Avg. EBITDA Multiple (2) <7.0x
Excluding LifeMark (2) <5.2x
(1)= Represents aggregate of information from press releases Excludes Motion Specialties announced in November 2011
(2) = Based on announced Warranted EBITDA for Financial Year following Close.There can be no assurance that such Warranted EBITDA will be achieved in full or in part.
19
Centric Health Strategy
20
Revenue Diversification*
Geographic Business Unit
Physio. Clinics Assessment
Seniors’ Wellness Surgical Centers
Pharmacy
Diagnostics
MediChair HomeCare
OntarioAlberta
British Columbia SK/MB Nova Scotia
68%
19%8%
3%2%
* For indication purposes using 2010 figures incl. 2011 transactions closed (excl Motion)
Financing OverviewFinancing Overview
22
Objective of Shelf Prospectus Offering
• Ability to raise up to $265.5m over 25 months
• Expected to be issued in tranches subject to market pricing at each tranche
• Offer CHH Management, Staff & HCPs an Investment Opportunity
• Current Offering: Tranche 1
Sale of “Units” = Centric Share + Note + Warrant
Minimum Subscription: $ 10,000Maximum Subscription: $500,000
Final Closing earlier of: week of January 23, 2012 or $30 million raised
• Use of Proceeds (as required)
Mergers & acquisitions
Debt reduction / replacement
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Investment Opportunity ‐ Units of $10,000 each
A. 1,283 Centric Common Shares ($1.56) $2,000• Freely tradable
B. Subordinated Unsecured Convertible Note $8,000• Term: 60 months
• Interest @ 6% payable semi‐annually in arrears• Holder Conversion Right: If the closing price of Common Shares on the TSX has been
$3.12 for 20 consecutive trading days during the Term, holders may convert their Notes into Common Shares prior to the earlier of (i) the Maturity Date and (ii) the last business day immediately preceding the date specified by the Company for redemption of the Notes, based on an initial conversion ratio of 320.51 Common Shares per $1,000 principal.
C. European Warrant (Black Scholes Value) No Cost• Right to Purchase 1,283 Common Shares @ $1.66 in 5 years time
Note and Warrant will not be listed or transferrable
Eligible for: Registered Plans (RRSP, RRIF, RESP, DPSP, RDSP) and TFSA and Incorporated Practices
24
Illustration of Units – After 60 Months
The following two slides are intended to provide an illustration of how the Units will unfold under various scenarios after 5 years. The purpose of the slides is to assist a potential investor to understand the proposed investment by illustrating how the three components of the units interrelate.
The slides are for illustrative purposes only and are not intended to provide an indication of future performance or the value of the Units at any point in time, and should not be construed as such.
The illustrations in the following two slides assume that, with respect to the Notes, interest will be paid in cash when due and the principal will be repaid in cash at maturity. There can be no assurance that interest will be paid in cash when due or that the principal will be repaid in cash at maturity and, in the event that Centric is unable to make such payments, you could lose the entire amount of your investment.
An investment in the Units is subject to a number of risks. Prior to making any investment decisions with respect to the Units, a potential investor should carefully read the Base Shelf Prospectus & Prospectus Supplement, including the risk factors set out therein, and consult with his or her financial and tax advisor(s).
The illustrations assume that (i) the market price of the common shares of Centric at the date that the Units are issued is $1.56 (ii) the interest rate on the Notes will be 6%, (iii) the exercise price of the warrants will be $1.66 and (iv) no value is ascribed to the warrants or the convertibility of the Notes.
The illustrations do not take into account (i) any tax consequences associated with an investment in the Units, (ii) an investor’s cost of capital in connection with the investment or (iii) any discount associated with the time value of money.
The illustrations are not intended to provide any investment advice. Only your financial advisor can provide investment advice to you, including an assessment of the suitability for you of an investment in securities of Centric.
25
Illustrative Scenarios
Note: Key Assumptions exclude: Discount on Shares Tax Cost of Capital Time Value of MoneyIn considering this offering please note the Risk Factors section of the Prospectus
(1) Assumes unsecured note repaid in full and interest received over period
$2 000$1 000
$2 000 $2 000
$8 000
$8 000
$8 000
$2 400 $2 400
$2 400 $2 400
$10 $10
$8 000 $8 000
$10 000
$0
$10 410$11 400
$12 400
$16 276
Illustrative Value of Unit after 5 Years (Notes held to Maturity)
Share Price (“SP”) $1.56 $0.00 $0.01 $1.00 $1.56 $3.12
Warrants Exercised × × × × ✔
Base Investment SP to $0.01 SP stays same SP Doubles
($2 130) Warrants
Shares
Notes(1)
Interest
Gain
Notes & SPhave no value SP to $1.00
$3 876
26
Illustrative Scenarios ‐ 60 months + 1 Day
Out In
Purchase price of unit (paid at time of investment) $10,000
Interest received on note over five years $2,400
Principal repayment on note at end of five years $8,000
Exercise price of warrants (paid at end of five years)$2,130
(optional)
$12,130 or $10,000 $10,400
Cash Flows
This slide assumes that, with respect to the notes, interest will be paid in cash when due and the principal will be repaid in cash at maturity. There can be no assurance that interest will be paid in cash when due or that the principal will be repaid in cash at maturity and, in the event that Centric is unable to make such payments, you could lose the entire amount of your investment.
Your Net Investment Made $1,730(if warrants exercised)
Illustrative Return vs. Share Price after 5 years Percentage Return Net $ Return
Share Price Total Return % Annual Return %
0.01 4.1% 0.8% 413
1.00 16.8% 3.4% 1,683
1.50 23.2% 4.6% 2,325
Warrant exercise Price 1.66 25.3% 5.1% 2,530
2.00 28.0% 5.6% 3,402
2.50 38.6% 7.7% 4,685
3.00 49.2% 9.8% 5,968
Note Conversion Price 3.12 64.5% 12.9% 6,276
3.50 84.5% 16.9% 8,225
4.00 110.9% 22.2% 10,790
5.00 163.6% 32.7% 15,920
6.00 216.3% 43.3% 21,050
27
Illustrative Value of Unit in 5 Years
Common SharesCommon Shares
Note (1)Note (1)
WarrantsWarrants
$10,400
$2,000
≥$0 (1)= Assumes Note pays interest of 6%.Note: Key Assumptions exclude: • Discount on Shares • Tax • Cost of Capital • Time Value of MoneyIn considering this offering please note the Risk Factors section of the Prospectus
Increase/decrease with Share Price
Principal repayment: $8,000
Total interest earned: $2,400
> $0, if Share Price > Exercise Price
28
Advantages of Purchasing a Unit vs. Common Shares
Convertibility of Note• 80% of face value comprised of a Convertible Note providing both equity upside participation and downside protection
Yield• Annual interest rate of 6% paid semi‐annually on Convertible Note
5‐Year Warrants• Issued as part of the Unit at no cost to investor; strike price of $1.66 (5.5% discount to 60‐day VWAP of Common Shares)
Discount to Common Shares• Common Shares issued at $1.56 (11.2% discount to 60‐day VWAP of Common Shares)
Ranking• Convertible Notes rank higher in the capital structure vs. Common Shares
Equity Upside Participation• Structure of Unit provides 40% exposure to equity upside at prices between $1.67 to $3.12 and 80% exposure to equity upside above $3.12
• Only 20% downside exposure
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Leadership Team
Management Board of Directors
Dr. Jack Shevel, Chairman• Founded Netcare and has more than 20 years of strategic and
investment experience in Southern Africa and Europe
Ingrid Davis, Director
• COO of GHIS
• More than 30 years of pharmacy and procurement experience
Darren Youngleson, Director• CFO of GHIS and more than 15 years of healthcare strategy,
corporate finance, M&A, corporate development and investor relations experience
Dr. Paul Gamble, Director• President and CEO of the Michener Institute for Applied Health
Sciences
Tom Magyarody, Director
• CEO of the Ontario Dental Association
Robert Wardell, Director
• Chairman and Director of Nuinsco Resources Limited
• Director of Allied Nevada Gold Corp and Katanga Mining Limited
• Previously Audit Partner with Deloitte & Touche LLP.
Daniel P. Carriere, President & CEO, Director
• Senior executive in Ontario healthcare for more than 30 years
• Previously CEO of Southlake Regional Health Centre for 17 years
Peter Walkey, CFO
• More than 15 years of senior financial management and M&A experience
• Previously CFO of TSX‐listed Priszm Income Fund
Craig Gattinger, CEO LifeMark, Director
• Grew LifeMark business from 43 clinics to over 120 clinics prior to acquisition by Centric in 2011
• Primarily oversees operations Physiotherapy & Assessments
30
Key Investment Considerations
Strong Cash Flows underpinned by Low Capex Requirements
Canada’s Largest HC Service Provider
Diversified by Province & Business Sector
Favorable Industry Dynamics
Integrated Multidisciplinary Approach Across
Provinces
Experienced Management
(Heavily Invested) with Proven Track Record
Growth by Acquisition & Consolidation of
Businesses & Industry Leaders
31
Thank YouThank You
32
Supplementary Supplementary
33
Investment Highlights
Growing Market Opportunity
Experienced Management Team with Proven Track Record
Innovative Structure
Strong Platform for Growth
• Diversified service provider with over 3,500 employees and over 750 locations across Canada
Strong revenue diversification by service offering and by province
• Centric is pursuing a strategy of expansion through mergers and acquisitions, having completed or announced 14 transactions across a diverse range of healthcare services and products since 2009
• Consolidation into a single platform allows for benefits including, economies of scale, cross‐sell opportunities and providing competitive pricing to patients
• Market remains highly fragmented providing significant opportunities for further consolidation
• Canadian healthcare expenditures have grown at a 6.5% CAGR from 1984 to 2010
• 45% ($61 billion) of publicly funded healthcare is delivered privately; while 61% of total healthcare expenditures are delivered privately
• 65+ age demographic is the fastest growing age group which is expected to drive growth
• GHIS is the largest shareholder and strategic advisor to the Company
• GHIS founders grew Netcare’s share price, a publicly listed Healthcare Services company on the JSE, by over 1,408% or a 31% 10‐year CAGR (1996 to 2006)
• Strong track record of integrating and managing acquisitions in the healthcare services industry
• Centric’s stated objective is to have 30‐40% of the Company owned by management, staff and healthcare professionals
Focus on providing a differentiated, unique brand of care
• $10,000 Unit consisting of $2,000 worth of common shares, a 5‐year $8,000 unsecured subordinated note and warrants equal to the number of common shares issued at a strike price equal to the market price at the time of pricing
• Up to 85% of the Offering is reserved for healthcare professionals
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Centric Health Values
PARTNERS• Centric's principal strengths are the medical, dental and other healthcare‐related professionals associated with the company
• Honesty and integrity, teamwork, consultation and respect for others are the core human values the Group advocates
PATIENTS• Centric acknowledges the rights of patients and strives to exceed their expectations of quality care, service and outcomes
PROFESSIONAL CARE• Centric values high‐quality clinical care and services that have measurable outcomes and are both cost‐effective and appropriate
UPLIFTMENT• Centric is committed to actively promote ownership, knowledge transfer and management responsibility among its workforce