Skylight Health to Acquire 3 US Primary Care Practices with Over $10M Revenue and Positive EBITDA

TORONTO, March 04, 2021 (GLOBE NEWSWIRE) -- Skylight Health Group Inc (TSXV:SHG; OTCQX: SHGFF) (“Skylight Health” or the “Company”), one of the largest multi-specialty healthcare systems in the United States, is pleased to announce that it has entered into Letters of Intent (LOIs) to acquire 3 independent Primary Care practices in the United States, immediately adding over $10 million in revenue and positive EBITDA when closed. For confidentiality reasons, the names and locations of the groups will remain undisclosed until the closing of the Transactions, which are anticipated to be completed in early Q2 2021.

• Skylight Health to acquire 3 independent US primary care groups across multiple states.

• 2020 unaudited revenue of over $10 million and approximately 10% EBITDA margin.

• Transactions will be completed with a mixture of cash, debt, and shares. Post closing, the company expects to have over $7M cash on hand.

• The transactions have a target closing price of between 4 – 5 x EBITDA which is consistent with the Company’s 5 recent transactions. The average purchase price for the combined assets averages below 1 x revenue.

• Skylight Health forecasted annual revenue run rate now over $56 million after closing of all announced transactions.

• Immediately accretive deals strengthen organizational team, add to provider and patient count, develop strengthened model for short-term and long-term organic growth.

“These types of transactions are an effective way to increase market penetration and continue to be one of the core strategies to augment our growth,” said Prad Sekar, Co-Founder and CEO of Skylight Health. “We continue to build our pipeline of qualified acquisition targets and will be extremely disciplined about the acquisitions we pursue and focus on achieving favourable pricing and optimal accretion.”

The Company has spent the last 2 months strengthening its executive team and remains focused on the implementation of a corporate strategy that includes technology, organic growth, and strategic acquisitions to continue to increase impact and enhance financial results. All potential acquisitions will focus strategically on geographic locations and patient volumes, as well as the ability to drive operating efficiencies and maximize earnings accretion. Skylight expects to bring value-based capabilities to independent practices, creating strong organic growth through conversion from fee-for-service models to pay-per-value models with both government and commercial payors.

Closing of the aforementioned acquisitions are subject to final due diligence, negotiation and execution of definitive purchase agreements and all necessary approvals including the Board and regulatory approval with an anticipated closing timeline of early Q2.

About Skylight Health Group
Skylight Health Group (TSXV:SHG; OTCQX:SHGFF) is a healthcare services and technology company, working to positively impact patient health outcomes. The Company operates a US multi-state health network that comprises of physical multi-disciplinary medical clinics providing a range of services from primary care, sub-specialty, allied health and laboratory/diagnostic testing. The Company owns and operates a proprietary electronic health record system that supports the delivery of care to patients via telemedicine and other remote monitoring system integrations. With a patient roster of over 155,000 patients, the Company’s operations servicing 16 states and continues to expand in services and locations both organically and by way of strategic acquisitions.

The Company primarily operates a traditional insurable fee-for-service model contracting with Medicare, Medicaid and other Commercial Payors. The Company also offers a disruptive subscription-based telemedicine service for the un/under-insured population who have limited access to urgent care due to cost.

For more information, please visit www.skylighthealthgroup.com or contact:

Investor Relations:
Jackie Kelly
investors@skylighthealthgroup.com
416-301-2949

Currency Usage, Cautionary and Forward-Looking Statements

All currency contained in this Press Release represent Canadian Dollars unless otherwise stated.

Statements in this news release that are forward-looking statements are subject to various risks and uncertainties concerning the specific factors disclosed here and elsewhere in Skylight Health's filings with Canadian securities regulators. When used in this news release, words such as "will, could, plan, estimate, expect, intend, may, potential, believe, should," and similar expressions, are forward-looking statements.

Forward-looking statements may include, without limitation, statements regarding the Company's unaudited financial results and projected growth.

Financial forecasts in this release are based on the current revenue run rate of Skylight Health, all of its recently completed acquisitions, and its pending acquisitions. This forecast is subject to the closing of any and all pending acquisitions, and successful integration of all its current and future acquisitions without any loss or interruptions of revenues during the integration and transition process. The Company may revise this forecast from time to time and investors should not solely rely on this forward-looking guidance when making an investment decision.

Although Skylight Health has attempted to identify important factors that could cause actual results, performance or achievements to differ materially from those contained in the forward-looking statements, there can be other factors that cause results, performance or achievements not to be as anticipated, estimated or intended, including, but not limited to: the ability of Skylight Health to execute on its business strategy, continued revenue growth in accordance with management’s expectations, operating expenses continuing in accordance with management expectations, dependence on obtaining regulatory approvals; Skylight Health being able to find, complete and effectively integrate target acquisitions; change in laws relating to health care regulation; reliance on management; requirements for additional financing; competition; hindering market growth or other factors that may not currently be known by the Company.

There can be no assurance that such information will prove to be accurate or that management's expectations or estimates of future developments, circumstances or results will materialize. As a result of these risks and uncertainties, the results or events predicted in these forward-looking statements may differ materially from actual results or events.

Accordingly, readers should not place undue reliance on forward-looking statements. The forward-looking statements in this news release are made as of the date of this release. Skylight Health disclaims any intention or obligation to update or revise such information, except as required by applicable law, and Skylight Health does not assume any liability for disclosure relating to any other company mentioned herein.

Non-GAAP Financial Measures

This Press Release contains references to EBITDA and Gross Margin. These financial measures are not measures that have any standardized meaning prescribed by IFRS and are therefore referred to as non-GAAP measures. The non-GAAP measures used by the corporation may not be comparable to similar measures used by other companies. EBITDA is defined as “income (loss) before interest expenses, taxes, expenses related to listing on the Canadian Securities Exchange, depreciation, foreign exchange and financial expenses.

The Company uses these non-GAAP measures because they provide additional information on the performance of its commercial operations. Such tools are frequently used in the business world to analyze and compare the performance of businesses; however, the Company’s definition of these metrics may differ from those of other businesses. Skylight Health will, at times, use certain non-GAAP financial measures to provide readers with additional information in order to assist investors in understanding our financial and operating performance. Skylight Health believes that these non-GAAP measures provide readers with useful information about the Company’s operating results, enhance the overall understanding of past financial performance and future prospects, and allow for greater transparency with respect to key metrics used by management in its financial and operational decision making.

Adjusted EBITDA excludes the effect of share-based compensation expenses and related payroll taxes as well as removes substantial one-time costs for unusual business activities. Additional discussion on this can be found in the Skylight Health Management Discussion and Analysis filed on SEDAR.

Such non-GAAP financial measures should be considered as a supplement to, and not as a substitute for, the corresponding measures calculated in accordance with IFRS. See the Company’s audited Financial Statements for a reconciliation of the non-GAAP measures.

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.