CloudMD Software & Services Inc. (TSXV: DOC, OTCQB: DOCRF,
Frankfurt: 6PH) (the “
Company” or
“
CloudMD”), a healthcare technology company
revolutionizing the delivery of care, is pleased to announce that
it has closed the previously announced acquisition of
VisionPros1, a vertically
integrated digital eyewear platform that has serviced almost 1
million unique customers across North America.
VisionPros conveniently delivers contact lenses
and glasses right to their customer’s door, anywhere in North
America, and at a fraction of the cost of traditional retail
optical stores. The highly scalable business model includes a
rapidly growing, e-commerce platform and innovative suite of
digital vision care tools. VisionPros also offers a unique
subscription offering, with flexible monthly billing options, at
some of the lowest prices in North America. The multi-disciplinary
platform also includes a brick-and-mortar clinic, online/in-person
dispensary and a lens laboratory that manufactures and distributes
lenses to eyecare partners for their own affordable KIND eyewear
line.
VisionPros’ digital platform shares many
synergies with CloudMD’s existing platform and provides significant
opportunities for cross-selling and integration. The e-commerce
platform gives CloudMD direct access to almost 1 million unique
customer accounts and further secures the Company’s footprint
across North America. VisionPros’ revenue for the year ended
December 31, 2020, surpassed $22 million with adjusted earnings
before interest, taxes, depreciation, and amortization (“Adjusted
EBITDA”) margin exceeding 10%.
Terms of Acquisition
In consideration for the purchase of 100% of the
outstanding securities of VisionPros, CloudMD has paid shareholders
of VisionPros: (i) $30 million in cash, subject to an estimated
negative net working capital adjustment of $995,353; and (ii) $30
million in common shares of the Company at a deemed price of $2.75
per common share. In addition to the closing considerations, the
Company may pay a performance-based earnout of up to an additional
$40 million in common shares of the Company or cash, at the
election of the Company, and is based on VisionPros meeting certain
performance milestones with respect to VisionPros’ revenue and
technological developments following closing. Specifically, the
Company will pay an additional $10 million to the vendors if
VisionPros meets or exceeds the revenue target for the six months
ending December 31, 2021, and an additional $10 million if
VisionPros meets or exceeds the revenue target for the year ending
December 31, 2022. In addition, the Company may pay the vendors up
to an additional $20 million upon the development of certain new
technologies prior to December 31, 2022. The common shares will be
subject to certain contractual restrictions on trading for a period
of 24 months from the date of issuance. Additionally, the Company
will pay a finders' fee to an arm's-length party in accordance with
TSX Venture Exchange policies by issuing 986,842 common shares of
the Company at a deemed price of $3.04.
About CloudMD Software & Services
CloudMD is digitizing the delivery of healthcare
by providing a patient-centric approach, with an emphasis on
continuity of care. By leveraging healthcare technology, the
Company is building one, connected platform that addresses all
points of a patient’s healthcare journey and provides better access
to care and improved outcomes. Through CloudMD’s proprietary
technology, the Company delivers quality healthcare through a
holistic offering including hybrid primary care clinics, specialist
care, telemedicine, mental health support, educational resources
and artificial intelligence (AI). CloudMD’s Enterprise Health
Solutions Division includes one of the top 4 Employee Assistance
Programs in Canada and offers one comprehensive, digitally
connected platform for corporations, insurers and advisors to
better manage the health and wellness of their employees and
customers.
CloudMD currently services a combined ecosystem
of over 7,000 psychiatrists, approximately 4,500 therapists and
counsellors, approximately 4,000 psychologists, over 22,000 family
physicians, over 34,000 medical specialists, over 1,500 allied
health professionals, over 500 clinics, and over 5 million
individuals across North America. For more information, visit:
https://investors.cloudmd.ca.
ON BEHALF OF THE BOARD OF DIRECTORS
“Dr. Essam Hamza, MD"Chief Executive Officer
FOR ADDITIONAL INFORMATION CONTACT:
Julia Becker VP, Investor
Relationsjulia@cloudmd.ca
Forward Looking Statements
This news release contains forward-looking
statements, including future business synergies, that are based on
CloudMD’s expectations, estimates and projections regarding its
business and the economic environment in which it operates,
including the expectations with respect to its business plans.
Although CloudMD believes the expectations expressed in such
forward-looking statements are based on reasonable assumptions,
such statements are not guarantees of future performance and
involve risks and uncertainties that are difficult to control or
predict. Therefore, actual outcomes and results may differ
materially from those expressed in these forward-looking statements
and readers should not place undue reliance on such statements.
These forward-looking statements speak only as of the date on which
they are made, and CloudMD undertakes no obligation to update them
publicly to reflect new information or the occurrence of future
events or circumstances, unless otherwise required to do so by
law.
Non-GAAP and Non-IFRS Measures
This press release refers to “Adjusted EBITDA”
and “Adjusted EBITDA margin” which are non-GAAP and non-IFRS
financial measures that do not have a standardized meaning
prescribed by GAAP or IFRS. The Company’s presentation of these
financial measures may not be comparable to similarly titled
measures used by other companies. These financial measures are
intended to provide additional information to investors concerning
the Company’s and VisionPros’ performance. Adjusted EBITDA is
defined as earnings before interest, taxes, depreciation,
amortization, and non-recurring items. Adjusted EBITDA margin is
defined as Adjusted EBITDA as a percent of total revenue. Adjusted
EBITDA and Adjusted EBITDA margin are non-IFRS measures the Company
uses as an indicator of financial health and excludes several items
which may be useful in the consideration of the financial condition
of the Company and VisionPros, as applicable, including interest
expense, income taxes, depreciation, and amortization.
The TSX Venture Exchange does not accept
responsibility for the adequacy or accuracy of this release.
1 VisionPros, collectively, is comprised of 0869316 BC Ltd.,
1143556 BC Ltd. and 1153046 BC Ltd.
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