Extendicare To Expand Its Home Health Care Business By Acquiring CBI Home Health For $570 Million In Cash Consideration
| Extendicare Inc. | CBI Home Health LP | Extendicare Inc. | |||||||||||||||||
| (unaudited) (thousands of dollars unless otherwise noted) | Twelve months ending September 30, 2025 (1) | Out-of- period adjust- ments (2) | Adjusted twelve months ending September 30, 2025 | Pro forma adjust- ments (3) | Pro forma adjusted twelve months ending September 30, 2025 | Adjusted twelve months ending July 31, 2025 (4) | Pro forma consolidated | ||||||||||||
| Revenue | 1,589,938 | (15,179 | ) | 1,574,759 | 143,569 | 1,718,329 | 477,943 | 2,196,272 | |||||||||||
| Operating expenses | (1,365,014 | ) | 733 | (1,364,281 | ) | (129,429 | ) | (1,493,710 | ) | (421,589 | ) | (1,915,299 | ) | ||||||
| Net operating income | 224,924 | (14,445 | ) | 210,479 | 14,140 | 224,619 | 56,353 | 280,973 | |||||||||||
| IFRS 16 adjustment | - | - | - | 476 | 476 | 5,504 | 5,980 | ||||||||||||
| Net operating income, IFRS 16 adjusted | 224,924 | (14,445 | ) | 210,479 | 14,616 | 225,095 | 61,857 | 286,952 | |||||||||||
| Administrative costs | (59,063 | ) | - | (59,063 | ) | - | (59,063 | ) | - | (59,063 | ) | ||||||||
| Adjusted EBITDA | 165,861 | (14,445 | ) | 151,416 | 14,616 | 166,032 | 61,857 | 227,889 | |||||||||||
| Depreciation and amortization | (35,168 | ) | - | (35,168 | ) | (3,026 | ) | (38,194 | ) | (16,437 | ) | (54,632 | ) | ||||||
| Other expense (income) | 6,466 | - | 6,466 | (647 | ) | 5,819 | (839 | ) | 4,981 | ||||||||||
| Share of profit from investment in joint ventures | 1,037 | (567 | ) | 470 | - | 470 | - | 470 | |||||||||||
| Earnings before net finance costs and income taxes | 138,196 | (15,012 | ) | 123,184 | 10,943 | 134,127 | 44,581 | 178,708 | |||||||||||
| Interest expense (net of capitalized interest) | (18,448 | ) | - | (18,448 | ) | (2,292 | ) | (20,740 | ) | (16,870 | ) | (37,609 | ) | ||||||
| Interest revenue | 5,844 | - | 5,844 | (1,682 | ) | 4,162 | (1,757 | ) | 2,405 | ||||||||||
| Accretion | (944 | ) | - | (944 | ) | - | (944 | ) | - | (944 | ) | ||||||||
| Loss on early redemption of convertible debentures | (820 | ) | - | (820 | ) | - | (820 | ) | - | (820 | ) | ||||||||
| Fair value adjustments | (2,399 | ) | - | (2,399 | ) | - | (2,399 | ) | - | (2,399 | ) | ||||||||
| Net finance costs | (16,767 | ) | - | (16,767 | ) | (3,974 | ) | (20,741 | ) | (18,626 | ) | (39,367 | ) | ||||||
| Earnings before income taxes | 121,429 | (15,012 | ) | 106,417 | 6,969 | 113,386 | 25,955 | 139,341 | |||||||||||
| Current income tax expense | (35,614 | ) | 3,971 | (31,643 | ) | (2,221 | ) | (33,864 | ) | (6,878 | ) | (40,742 | ) | ||||||
| Deferred income tax recovery | 5,190 | - | 5,190 | - | 5,190 | - | 5,190 | ||||||||||||
| Total income tax expense | (30,424 | ) | 3,971 | (26,453 | ) | (2,221 | ) | (28,674 | ) | (6,878 | ) | (35,552 | ) | ||||||
| Net earnings | 91,005 | (11,041 | ) | 79,964 | 4,748 | 84,712 | 19,077 | 103,789 | |||||||||||
| Earnings per basic share ($) | 1.077 | (0.131 | ) | 0.946 | 0.056 | 1.002 | 0.200 | 1.091 | |||||||||||
| Earnings per diluted share ($) | 1.062 | (0.129 | ) | 0.933 | 0.055 | 0.989 | 0.198 | 1.077 | |||||||||||
| Weighted Average Number of Shares | |||||||||||||||||||
| Basic (000's) | 84,524 | 84,524 | 84,524 | 84,524 | 84,524 | 95,164 | 95,164 | ||||||||||||
| Diluted (000's) | 85,688 | 85,688 | 85,688 | 85,688 | 85,688 | 96,328 | 96,328 |
The following table provides a reconciliation of pro forma net earnings to FFO and AFFO.
| Extendicare Inc. | CBI Home Health LP | Extendicare Inc. | |||||||||||||||||
| (unaudited) (thousands of dollars unless otherwise noted) | Twelve months ending September 30, 2025 (1) | Out-of- period adjust- ments (2) | Adjusted twelve months ending September 30, 2025 | Pro forma adjust- ments (3) | Pro forma adjusted twelve months ending September 30, 2025 | Adjusted twelve months ending July 31, 2025 (4) | Pro forma consolidated | ||||||||||||
| Net earnings | 91,005 | (11,041 | ) | 79,964 | 4,748 | 84,712 | 19,077 | 103,789 | |||||||||||
| Add (Deduct): | |||||||||||||||||||
| Depreciation and amortization | 35,168 | - | 35,168 | 3,026 | 38,194 | 16,437 | 54,632 | ||||||||||||
| Depreciation for FFEC (maintenance capex) | (7,814 | ) | - | (7,814 | ) | (2,348 | ) | (10,162 | ) | (12,136 | ) | (22,298 | ) | ||||||
| Depreciation for office leases | (3,033 | ) | - | (3,033 | ) | - | (3,033 | ) | (4,301 | ) | (7,334 | ) | |||||||
| Other expense (income) | (6,466 | ) | - | (6,466 | ) | 647 | (5,819 | ) | - | (5,819 | ) | ||||||||
| Loss on early redemption of convertible debentures | 820 | - | 820 | - | 820 | - | 820 | ||||||||||||
| Fair value adjustments | 2,399 | - | 2,399 | - | 2,399 | - | 2,399 | ||||||||||||
| Current income tax expense (recovery) on other expense (income) and FV adjustments | (1,059 | ) | - | (1,059 | ) | - | (1,059 | ) | - | (1,059 | ) | ||||||||
| Deferred income tax recovery | (5,190 | ) | - | (5,190 | ) | - | (5,190 | ) | - | (5,190 | ) | ||||||||
| FFO adjustments for joint ventures | 2,811 | - | 2,811 | - | 2,811 | - | 2,811 | ||||||||||||
| FFO | 108,641 | (11,041 | ) | 97,600 | 6,073 | 103,673 | 19,077 | 122,750 | |||||||||||
| Amortization of deferred financing costs | 1,499 | - | 1,499 | - | 1,499 | 839 | 2,338 | ||||||||||||
| Accretion costs | 944 | - | 944 | - | 944 | - | 944 | ||||||||||||
| Non-cash share-based compensation | 393 | - | 393 | - | 393 | - | 393 | ||||||||||||
| Principal portion of government capital funding | 1,616 | - | 1,616 | - | 1,616 | - | 1,616 | ||||||||||||
| Additional maintenance capex | (9,907 | ) | - | (9,907 | ) | - | (9,907 | ) | 8,303 | (1,604 | ) | ||||||||
| AFFO adjustments for joint ventures | (91 | ) | - | (91 | ) | - | (91 | ) | - | (91 | ) | ||||||||
| AFFO | 103,095 | (11,041 | ) | 92,054 | 6,073 | 98,127 | 28,219 | 126,346 | |||||||||||
| Per Basic Share ($) | |||||||||||||||||||
| FFO | 1.285 | (0.131 | ) | 1.155 | 0.072 | 1.227 | 0.200 | 1.290 | |||||||||||
| AFFO | 1.220 | (0.131 | ) | 1.089 | 0.072 | 1.161 | 0.297 | 1.328 | |||||||||||
| Per Diluted Share ($) | |||||||||||||||||||
| FFO | 1.268 | (0.129 | ) | 1.139 | 0.071 | 1.210 | 0.198 | 1.274 | |||||||||||
| AFFO | 1.203 | (0.129 | ) | 1.074 | 0.071 | 1.145 | 0.293 | 1.312 |
Notes:
(1) Represents the consolidated results of Extendicare for the twelve-month period ended September 30, 2025, as reported.
(2) Represents adjustments to revenue and operating expenses for the twelve-month period ended September 30, 2025, related to out-of-period retroactive funding adjustments and workers' compensation rebates related to prior periods, net of tax at the current statutory tax rates currently or substantively enacted of 26.5%.
(3) Represents the adjustments to annualize the impact of: (i) the acquisition of the issued and outstanding shares of Closing the Gap Healthcare Group Inc. and certain affiliates (collectively,“ Closing the Gap”) from the ultimate shareholders of Closing the Gap (the“ CTG Transaction”) which closed on July 1, 2025; and (ii) the acquisition of nine Class C long-term care (“ LTC”) homes acquired from the seller and certain of its affiliates that closed on June 1, 2025 and the related loss of management contracts related to these homes, and an additional 21 LTC homes sold on May 1, 2025 by the seller to a third party that were being managed by the Company (collectively, the“ LTC Transactions”), as follows:
(i) Additional trailing nine months ended June 30, 2025, of the financial performance of Closing the Gap, including certain adjustments of $0.6 million related to differences in estimates and timing matters identified in the Company's due diligence and assuming the purchase price was settled with a $55.0 million increase in the Company's delayed draw term loan bearing interest at an estimated 5.24%, with the remainder funded with cash on hand. Results exclude any impact of the potential earn-out and do not give effect to potential costs savings or operating synergies;
(ii) Additional eight-month impact of the nine LTC homes acquired on June 1, 2025, and the corresponding loss of the management contracts associated therewith and an additional seven-month impact of the loss of the management contracts for the 21 homes sold as of May 1, 2025. Estimated Revenue, NOI and AFFO derived from the actual results for the nine months ended September 30, 2024 for the nine LTC homes and associated management contracts lost and assuming the purchase price for the nine LTC homes was paid with cash on hand; and
(iii) the impact of the above adjustments, net of tax at the current statutory tax rates currently or substantively enacted of 26.5%.
(4) Reflects the Acquisition for a cash purchase price of $570.0 million, plus the assumption of approximately $13.6 million in estimated lease liabilities under IFRS 16, before customary net working capital and other closing adjustments. Assumes the purchase price is funded with $359.0 million of incremental revolver and delayed draw term loan debt bearing interest at an estimated 4.8%; the net proceeds from the Offering; and cash on hand. Pro forma adjustments are based on the unaudited TTM July 31, 2025 results of CBI Home Health, adjusted for estimated lease accounting adjustments under IFRS 16 of $5.5 million, certain adjustments related to differences in estimates and timing matters identified in the Company's due diligence QoE of $3.3 million, and additional depreciation and amortization resulting from the preliminary purchase price allocation primarily related to the estimated recognition of customer contract and customer relationship intangible assets. Net earnings are adjusted for tax impacts based on the statutory tax rates currently or substantively enacted of 26.5%. Results exclude any impact of potential costs savings or operating synergies. Per share figures are based on 10,640,000 common shares of Extendicare to be issued in connection with the Offering.
Forward-Looking Statements
Certain statements contained in this press release may be considered“forward-looking information” as defined under applicable securities laws (“ forward-looking statements”). Statements other than statements of historical fact contained in this press release may be forward-looking statements, including, without limitation, management's expectations, intentions and beliefs concerning anticipated future events, results, circumstances, economic performance or expectations with respect to the Company, including, without limitation: statements regarding the Acquisition, the timing of its completion and financial impact therefrom (including anticipated post-Acquisition synergies and the timing of those synergies), the terms of the Offering, the timing of closing thereof and the intended use of proceeds therefrom, and Extendicare's business operations, business strategy, growth strategy, results of operations and financial condition. Forward-looking statements can often be identified by the expressions“anticipate”,“believe”,“estimate”,“expect”,“intend”,“objective”,“plan”,“project”,“will”,“may”,“should” or other similar expressions or the negative thereof. These forward-looking statements reflect the Company's current expectations regarding future results, performance or achievements and are based upon information currently available to the Company and on assumptions that the Company believes are reasonable. Actual results and developments may differ materially from results and developments discussed in the forward-looking statements, as they are subject to a number of risks and uncertainties.
Although forward-looking statements are based upon estimates and assumptions that the Company believes are reasonable based upon information currently available, these statements are not representations or guarantees of future results, performance or achievements of the Company and are inherently subject to significant business, economic and competitive uncertainties and contingencies. In addition to the assumptions and other factors referred to specifically in connection with these forward-looking statements, the risks, uncertainties and other factors that could cause the actual results, performance or achievements of the Company to differ materially from those expressed or implied by the forward-looking statements, include, without limitation, those risks, uncertainties and other factors identified in the Company's regulatory filings with the Canadian securities regulators, including Extendicare's current annual information form and management's discussion and analysis, which are available on SEDAR+ at under the Company's issuer profile. These risks and uncertainties include the following: the occurrence of a pandemic, epidemic or outbreak of a contagious illness, such as COVID-19; changes in the overall health of the economy and changes in government, both domestic and foreign; the availability and ability of the Company to attract and retain qualified personnel; changes in the health care industry in general and the long-term care industry in particular because of political, legal and economic influences; inflationary pressures and supply chain interruptions, in particular as they impact redevelopment; changes in regulations governing the health care and long-term care industries and the compliance by the Company with such regulations; changes in government funding levels for health care services; the ability of the Company to comply with and renew its government licenses and customer and joint venture agreements; changes in labour relations, employee costs and pay equity; changes in tax laws; resident care and class action litigation, including the Company's exposure to punitive damage claims, increased insurance costs and other claims; the ability of the Company to maintain and increase resident occupancy levels and business volumes; changes in competition; changes in demographics; changes in interest rates; changes in the financial markets, which may affect the ability of the Company to refinance debt; and the availability and terms of capital to the Company to fund capital expenditures and acquisitions; changes in the anticipated outcome and benefits of proposed or actualized dispositions, acquisitions and development projects, including risks relating to the actual completion of proposed transactions. The forward-looking statements relating to the Acquisition and the benefits expected to be realized therefrom is subject to further risks regarding the possible failure to complete the Acquisition; potential inability of the Company to successfully integrate CBI Home Health's business upon completion of the Acquisition; the potential failure to realize anticipated benefits from the Acquisition; unexpected costs or liabilities related to the Acquisition; or risks related to information provided by CBI Home Health.
The preceding reference to material factors or assumptions is not exhaustive. All forward-looking statements contained in this press release are qualified in their entirety by this forward-looking disclaimer. Although forward-looking statements contained in this press release are based upon what management believes are reasonable assumptions, there can be no assurance that actual results will be consistent with these forward-looking statements. Accordingly, readers should not place undue reliance on such forward-looking statements and assumptions as management cannot provide assurance that actual results or developments will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, the Company. The forward-looking statements speak only as of the date of this press release. Except as required by applicable securities laws, the Company assumes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Financial outlook and future-oriented financial information contained in this press release about prospective financial performance or financial position is based on assumptions about future events, including economic conditions and proposed courses of action, based on management's assessment of the relevant information currently available. Readers are cautioned that any such financial outlook and future-oriented financial information contained herein should not be used for purposes other than for which it is disclosed herein. The prospective financial information included in this press release has been prepared by, and is the responsibility of, management and has been approved by management as of the date hereof. The Company and management believe that prospective financial information has been prepared on a reasonable basis, reflecting the best estimates and judgments, and represent, to the best of management's knowledge and opinion, the Company's expected course of action. However, because this information is highly subjective, it should not be relied on as necessarily indicative of future results. The preparation of any financial outlook is complex and is not necessarily susceptible to partial analysis or summary description and any attempt to do so could lead to undue emphasis on any particular factor or analysis. Furthermore, investors should not assume that any pro forma financial information included in this press release will be the actual financial position of the Company in the future.
Extendicare contact:
David Bacon, Executive Vice President and Chief Financial Officer
T: (905) 470-4000
E:...

Legal Disclaimer:
MENAFN provides the
information “as is” without warranty of any kind. We do not accept
any responsibility or liability for the accuracy, content, images,
videos, licenses, completeness, legality, or reliability of the information
contained in this article. If you have any complaints or copyright
issues related to this article, kindly contact the provider above.

Comments
No comment