dentalcorp Holdings Ltd
TSX:DNTL
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dentalcorp Holdings Ltd
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Ladies and gentlemen, good morning and welcome to dentalcorp's First Quarter 2023 Results Conference Call. [Operator Instructions]I would now like to turn the call over to Mr. Nate Tchaplia, Chief Financial Officer of dentalcorp. Please go ahead, sir.
Thank you, operator, and good morning, everyone. Welcome to the dentalcorp First Quarter 2023 Results Conference Call. I'm joined here by Graham Rosenberg, our CEO; and Guy Amini, our President.Before we start, we would like to remind you all that amount discussed on this call are denominated in Canadian dollars unless otherwise indicated. Please note that the statements made during this call may include forward-looking statements and information and future oriented financial information regarding dentalcorp and its business and disclosure regarding possible events, conditions, or results that are based on information currently available to management, which indicate management's expectation of future growth, results of operations, business performance, business prospects, and opportunities.Such statements are made as the date hereof and dentalcorp assumes no obligation to update or revise them to reflect events, disclosures, or circumstances except as required by applicable securities law. Such statements involve significant risks and uncertainties and are not a guarantee of future performance or results.A number of these risks and uncertainties cause results to differ materially from results discussed today. Given these risks and uncertainties, one should not place undue reliance on these statements and information. Please refer to the forward-looking statements and information and future oriented financial information section of our public filings, without limitations are MD&A and our earnings press release issued today for additional information.Those of you who have dialed into the call, the company has prepared a series of slides to complement our prepared remarks. The slides are available on the investor relations section of our website in the events and presentations section.I'll now turn the call over to our Chief Executive Officer, Graham Rosenberg, for opening remarks. Graham?
Thanks, Nate. And good morning, everyone. We're pleased to be here with you today to review dentalcorp's recent developments as well as our financial and operating results for the 3 months ended March 31, 2023. For today's call, I'm going to share a number of those developments with you and I will then hand the call over to Nate, who will discuss our financial results in detail, after which I will provide forward-looking remarks about how our business is trending.As a reminder, dentalcorp operates in a highly recurring essential health care industry that is cash pay, resilient to economic cycles, insulated from disintermediation by technologies. Importantly, dental expenditures have experienced strong relative growth during periods of higher than average inflation. Accordingly, and in the context of the current macro environment, we believe that dentalcorp's favorable cost structure, high margins, low commodity risk and minimal capital expenditures provide support for the company's continued delivery, balanced double digit growth in the $18 billion Canadian dental industry. Confidence in the business is validated by our first quarter of 2023 results and strong outlook for the second quarter and the remainder of the year. I'm delighted with our results this quarter during which we delivered record performance across the board.As you can see on Slide 3, this performance has been made possible by our deep and diverse network of 1,800 plus dentists, 2,400 plus dental hygienist and 5,500 plus auxiliary dental health professionals across the country from coast to coast. Our health care professionals continue to deliver the highest standard of care during the reporting period, supporting more than 2 million active patients and managing more than 5 million patients visits annually.You'll see that we completed our first quarter ended March 31, 2023, with approximately $1.4 billion of LTM pro forma revenue and $260 million of pro forma adjusted EBITDA for the same LTM period.Moving on to Slide 4, you'll see that we continued with that balanced approach to drive sustainable double-digit growth. And we intend to continue growing our business organically through creative M&A by driving overall business efficiencies and operating leverage over the medium to long term. This is a program that we have finely tuned over the past decade, and we believe that we are able to adapt to any short or longer term shift in the broader economy.With respect to M&A, we continue to leverage our leadership position in the Canadian dental industry by acquiring 6 practices in the first quarter. Total consideration of $35 million. These practices are expected to generate $5.5 million of pro forma adjusted EBITDA. In the quarter and as part of our program to rationalize certain non-core standalone specialty practices, we completed the sale of 13 standalone orthodontic practices. We anticipate that the sale of these assets will have a positive impact on overall adjusted EBITDA margins, allowing us to allocate resources to higher growth areas of our business.We are also encouraged that in the first quarter, and so far in the second quarter, that practice valuations are beginning to decline in Canada. And as access to financing tightens for many buyers across the industry, we remain well positioned as a partner of choice and a capitalized partner -- well capitalized partner, independent dentist, and we'll continue to be judicious about the practices we acquire.On Slide 5, you'll see that we continue to convert a high percentage of our EBITDA into free cash flow and without acquisitions have a potential to drive our leverage down by a quarter to a half term per annum to the mid to high ones over the medium term.Slide 6. I'm pleased to report that our business once again delivered double digit growth with first quarter 2023 revenue of $358 million, up 28% over the same period in 2022 and adjusted EBITDA of almost $66 million, up 31% over the same quarter last year with adjusted EBITDA margins coming in at 18.3%. We are very encouraged that same practice revenue growth was approximately 8.5% for the quarter, driven by a robust rebound in patient visits and the contribution of fee guide increases, all of which generated 11.2% same practice EBITDA growth.In the quarter we also delivered 19.3% growth in the EBITDA of acquisitions completed in 2022 over their comparable performance, driven by our purchasing efficiencies, and the rigor of our integration program, including the implementation of our robust technology stack. The outcome of all of this was a strong adjusted free cash flow for the quarter of approximately $33 million, compared to $30 million in the first quarter of 2022, despite increased financing costs, driven by historical rate increases in the last 12 months.I'll now pass the call over to Nate, who will walk us through the details of our financial results. And then I will share some closing remarks before we open the call to questions. Nate?
Thank you, Graham. I believe that our first quarter results demonstrate the strength of our underlying business.On Slide 7, revenue for the 3 month period ended March 31, 2023, was $358.3 million, compared to $280.2 million for the corresponding period last year, representing an increase of approximately 28%. This increase is attributable to our strong acquisitive and organic growth, including a positive contribution from orthodontic insourcing. As you can see, we reported first quarter adjusted EBITDA of approximately $65.6 million compared to $50.1 million in the same quarter last year and reported first quarter adjusted EBITDA margins of 18.3%. In practice revenue growth was 8.5% over the same period in 2022.Looking forward, we continue to be optimistic about our ability to grow our business through acquisitions, and organically. With respect to M&A, we completed the acquisition of 6 practices in the quarter, expected to generate $5.3 million in pro forma adjusted EBITDA.Turning to Slide 8. You can see that our net leverage and liquidity as of March 31, 2023. On a net debt basis, we were approximately 4.4x levered at the end of the first quarter, down from 4.5x at the end of 2022, delivering on our commitment to deleveraging. We ended the first quarter of 2023 with liquidity of $785 million, comprised of $111 million in cash and $674 million in undraw -- undrawn debt capacity under the senior debt facilities.The first quarter and the last 12 months adjusted free cash flow was $33 million and $131 million respectively, supporting our strong balance sheet position. We also locked in a significant portion of our debt costs in the quarter by executing an additional $300 million of interest rate swaps. Approximately 75% of our bank debt exposure or $800 million is now carrying a fixed CDOR rate plus margin for an all-in cost of approximately 6.4%. Remaining quarter of our senior debt facilities remain on a variable rate.Overall, we're very pleased with our first quarter 2023 results. We increased organic growth in part through our insourcing efforts, creating ongoing operating efficiencies, closed accretive acquisitions and continue to develop our acquisition pipeline.With that, I'll turn the call over to Graham to provide some closing remarks. Graham?
Thanks, Nate.Turning to Slide 9. We remain highly confident about our business prospects going forward. Fiscal 2023 is off to a very strong start to the second quarter revenues expected to grow by 9.5% to 10.5% over the same period last year with same practice revenue growth of 5% to 6%, driven by robust patient visits and contribution from fee guide increases. During the second quarter of 2023, we expect to acquire approximately $4 million to $5 million in pro forma adjusted EBITDA after rent of acquisition multiples consistent with the first quarter.We expect adjusted EBITDA margins to remain consistent over the same period last year with solid practice level performance offsetting the significant investments we have made in our marketing and talent teams and the upgrade to our core information technology systems. We once again expect to deliver double digit revenue and adjusted EBITDA growth for the year with corresponding practice margin expansion, while generating strong free cash flow and deleveraging of the business through our balanced approach to growth.With respect our strategic review process, the special committee conducted an extensive review and evaluation of several alternatives available to the company. The special committee provided its final report to the board on May 11, 2023. And based on the company's strong outlook and prospects for future growth, as well as the fact that none of the alternatives proposed by third-parties reflected the fair value of the company, it was recommended that it would be in the best interest of the company, giving due regard to the interests of the company's shareholders and other stakeholders, to continue to pursue its existing business strategy, which contemplates the achievement of balanced growth through organic, acquisitive, and balance sheet deleveraging initiatives under the leadership of the company's existing senior management team.Today we also announced acceptance by the TSX of dentalcorp's notice of intention to make a formal course issue of -- a normal course issuer bid. Pursuant to the NCIB, dentalcorp intends to purchase for cancellation up to 3.5 million subordinate voting shares in the capital of the company representing approximately 2% of dentalcorp's issued and outstanding subordinate voting shares as at May 12, 2023. We believe that the market price of our shares do not from time to time reflect the underlying value of our business and growth prospects. And in the right conditions, we believe that the repurchase of our shares under a share buyback program could be opportunistic and an appropriate and desirable use of our available cash.The decision to repurchase any of our shares will be measured against our other organic and inorganic growth opportunities and leverage guidelines and our overall objective of creating long term value for all of our stakeholders.I'd like to thank you all for taking the time to join our call today. That concludes the formal part of our presentation. And I would like to open the call to questions. Operator?
[Operator Instructions] We'll take our first question from Michael Cherny with Bank of America.
Congratulations on the strong quarter. Maybe, Graham, if we could dive in on the valuation on M&A. I think you took a very prudent approach pulling back on some of the, excuse me, deals given the financing environment. That being said, it was a push and pull on the fact that eventually valuations were going to come through. Especially as we move forward, what are you expecting to see from ongoing changes to valuations and how does that impact that debate of growing, but growing prudently given the current financing environment?
Right. That's a great question. So look, we have stated our desire to continue to grow through a balanced approach across both organic and inorganic initiatives. We are pleased to see that acquisition multiples have come down 27% over the last year. I think you know we continue to evaluate against the returns on invested capital that we were able to drive from our acquisition activity. You saw that despite higher multiples last year, we were able to drive close to 20% increases in EBITDA over the comparable period for acquisitions we completed last year. And we continue to feel good about our ability to drive strong returns on invested capital through our playbooks for growth, technology stack, and the strength of our integration platform when we make those acquisitions.So again, a balanced approach. We feel that 5 million plus a quarter for now is the right number. And we have the ability to flex up and increase [indiscernible] last year where we acquired close to $50 million of EBITDA, $55 million, Nate is correcting me, apologies, $55 million of EBITDA through the -- and integrated it flawlessly and we were able to generate those strong results, 20% up again over their comp results from last year. So we'll continue to evaluate those opportunities in the context of the overall macros, our cost of capital, and our other uses of cash.
And then just thinking about the strategic review, obviously any time a company goes through that, you think through everything. As you go forward with the consistent strategy, anything that you plan to change on the operational side that came out of strategic review? Any other learnings that you had that allow you to establish the go forward pathway as the strong standalone company are?
No, it's pretty much status quo. We did note that we sold 7 standalone specialty practices, primarily orthodontic practices in the quarter. And we will continue to refine our strategy to focus primarily on general practices, where we have the right resources, playbooks for growth and obviously represent a substantial majority of our business.
We'll take our next question from Sahil Dhingra with Royal Bank of Canada.
This is [indiscernible]. My first question is on the orthodontic clinics that you have decided to divest. What was the rationale behind that and how much revenue are they contributing on a pro forma basis?
Yes. So the purpose of the divestiture was really just, as Graham mentioned, to focus on the core business, which is really supported by general practices. The divestiture ultimately again drives accretion in our margin, and allows us to focus our resources on our general practice, which again is 95% plus of our overall business. As far as the revenue contribution of those practices, that's not something that we have discussed.
And then my second question is on the capital allocation. How would you prioritize between deleveraging and was it the share buyback that you have announced today?
If you look at the quantum of the shares, so roughly 3.5 million shares that are under the NCIB and the volume in which that we would potentially acquire over a period of time. It would be a nominal impact to our overall leverage and have a nominal impact to our ability to continue to execute both on our organic and inorganic growth strategies.
And we'll take our next question from Stephen MacLeod with BMO Capital Markets.
Just on the strategic review, just wondering if you're able to give any color around sort of some of the other alternatives that you reviewed and why they didn't work?
We looked at every option that you would expect. It was a comprehensive review across the board and have concluded that based on the outlook for the business, the strong performance in Q1, our positive outlook for Q2 and the rest of the year and beyond, and the fact that most of the views that we had expressed last year around which way the market was going to move business performance in a clean quarter, in a clean operating environment versus where we were over the last 2 years since going public and the performance of business coming through. We decided to maintain status quo and continue to pursue our strategy of growth in a balanced way.
And then maybe just -- maybe just secondly, can you talk a little bit about your margin outlook on a consolidated basis for the full year? I know you talked about practice level margins increasing. But you also noted some infrastructure investments. So I'm just trying to get a handle on sort of where you expect reported consolidated margins to be maybe this year and then over the long term, where you expect them to trend towards?
Yes, it's a good question. As far as the second quarter outlook on margin, we noted that, call it, consolidated margin would remain consistent with what we saw in the prior year. Again, the priority was roughly 18.2%, 18.3%, so really consistent with what we've seen over the last couple of quarters here with the expectation that that's going to continue through the balance of 2023 with continued slight margin expansion as we roll through and start getting the benefit of the operating leverage on the significant investments that we've been making in our corporate infrastructure, specifically, again, our marketing teams and strategies as well as the significant investments in our underlying technologies and systems.
We will take our next question from Daryl Young with TD Cowen Securities.
First question, just around the ortho asset sale. I wanted to clarify that, that has no implications for your Invisalign program. Invisalign program would be on the general dentist network?
No, it does not. We have a very healthy and robust program of insourcing, including beginning with our implant programs, and it has no impact whatsoever.
And just to build on that, with a focus on our general practices and specifically the insourcing, again, of the orthodontic acceleration programs and the implant programs that we're working on today. That is the core focus where these standalone specialty practices, obviously, were not core to our go-forward strategy. So no impact.
And then just in terms of the current rate environment. Does this open the door potentially for maybe a shift to organic build-out of practices as opposed to acquisition? Or would there be any focus on that or expanding existing practices through new [ exam ] facilities?
It's a great question. Given, obviously, the significant white space that still remains in the Canadian market with the consolidation, I only call them, and roughly that's 6% to 7% range. Our acquisitive strategy, we remain quite bullish on it and continue to remain very bullish on it with 2023 to experience, call it, $20 million to $25 million of acquired EBITDA. And again, we feel really good about that in the long term as well.As far as a de novo build-out strategy, that's something that, of course, we do continue to explore and continue to build that capability and could be an arm or an additional arm of growth for us that we haven't seen to date.
We will take our next question from Gary Ho with Desjardins Capital Markets.
Maybe first question for Graham. To the extent that you can comment on it, on the strategic review, were most of the interested parties may be looking to participate in buying a stake of the company? So [indiscernible] and yourself kind of rolling your stake or were there kind of larger players that could buy an entire franchise?
We considered all options. And we can't get into specific detail.
And then the second -- sorry. The second question, just on the new same-store adjusted EBITDA growth, that did outpace the same-store sales growth. That's good to see. Should we expect that looking out and see continued EBITA margin expansion as a result?
If we look to the economics of a dental practice, roughly 75% of the cost in the dental practice are variable. So what we're seeing here is given the strong organic growth performance, we're seeing the leverage on the fixed cost base, which we are very pleased to see. As we continue to grow the practices from a top line perspective, yes, expectation is to continue to see margin expansion at the practice level. Of course, that supports our continued growth and investment in our corporate infrastructure, which we'll see the operating leverage start to come through, through the balance of 2023 and into 2024.
We'll take our next question from Justin Keywood with Stifel.
Just on the strategic review concluding. I'm wondering if this perhaps eliminates a bit of an overhang for M&A and acquiring new practices? If that was a consideration at all for selling dentists given that the ownership may have been changing hands?
I think as far as the impact on selling dentists, it's not something that we experienced in our discussions really since the beginning of the strategic review. We obviously operated over the last 11 years under many different ownership structures and capital structures and have been able to successfully execute on both our organic and inorganic strategies. So no real impact expected from either positive or negative from the conclusion of the strategic review. Ultimately it's business as usual and continue to execute upon our $20 million to $25 million of acquired EBITDA this year.
And then just a clarification on the NCIB. I think in the opening remarks, it alluded to some discretion on when to utilize. But within the NCIB language, there is also an automated feature. So just hoping to clarify if it is automated or if it is by discretion for dental.
Yes. It's both automated as well as by discretion, depending on the period in which it is being used, right? So if it's in, call it a blackout period, then the automated feature would come in.
We will take our next question from Endri Leno with National Bank Financial.
I'm going to leave the strategic review alone and ask a different kind of question. But earlier, recently, there were some -- the Federal Government in Canada introduced a new dental plan and several industry bodies expect new patients following the implementation. So I was wondering if you can talk a little bit about it? Like what are your thoughts on it? And I might have a follow-up depending on how you answer.
So can you just repeat the last half of that question? You just want general thoughts on the dental benefit program?
Yes. I mean there are new -- if you look at the Canadian Dental Association and the Federal Government as well, I mean, they expect new patient influx. Just kind of how do your views kind of square against those expectations?
Yes. I think the number they quote is about 9 million Canadians. So as we've stated in the past, about 75% of Canadians have dental benefits primarily employer-sponsored, 85%-plus of Canadians see the dentist at least once a year. So as a country, our population is extremely compliant and avid visitors to the dentist. So I think that number is probably a little overstated. I think that number is just based on those who don't have employer sponsored dental benefits. And they're assuming all of them don't see the dentist today. I think a good chunk of Canadians, whether or not they've got benefits from an employer, will still see a dentist given the essential nature of care. I think those who would avail themselves of the program are probably in more predominantly at-risk communities, both geographically and socioeconomically. And so it will be interesting to see just how often or to what degree utilization has increased.As we've stated also in the past, every province today has dental benefit subsidy programs for at-risk low-income children, senior communities, and you don't see extremely high utilization for a myriad of complicated reasons. So again, I think the estimates are probably overstated. But from our perspective, the more Canadians who can access oral care, the better for everyone, particularly those who don't have access today. We're encouraged by the support the government is putting into this program. What we've stressed, including in our discussions with those who are architects of the program is the need for government to ensure that we've got sufficient amount of dental professionals to take on what will likely be more patients seeing the dentist over the next several years, and they've committed, obviously, to addressing that as they always obviously need to address just broader health care professional needs that we have here in the country. So all to say is our expectations are probably a little bit more muted, but generally we're encouraged to see more Canadians to be able to see a dentist.
And my other question is that just looking through the presentation, there is a stated target of, say, practice growth of 4%-plus. I was just wondering if you can talk a little bit about that, in that, if we're expecting price increases this year at 4% and likely somewhere in that range next year? Can you help me kind of bridge to volume growth if we're looking at only 4% plus for overall same practice?
Yes, of course. So it's really the movement over the last couple of years and the time of IPO, what our expectation was a 3% plus. Obviously given the environment that we're in today and the fee guide increases as well as the volume increases that have returned, our expectations have increased to that 4%-plus range. So if we think about it, again, don't have a crystal ball as far as what the future holds. But ultimately can expect that 4% plus to break down roughly 1/3 between price, 1/3 between increased volume and an additional 1/3 that's going to be driven by our insourcing initiatives, specifically our orthodontic acceleration program as well as the rollout of our implant insourcing programs, which we expect to start seeing by the end of the year.
We will take our next question from Tania Armstrong-Whitworth with Canaccord Genuity.
On the competitive landscape, now that it's been some time since the Altima 123Dental [sic] merger was announced. Are we seeing more competition from that player yet?
No. We aren't seeing any more competition, frankly, again. As far as the market, it continues to be, again, highly fragmented. We continue to have the ability to execute upon the acquisitions that we feel to be most opportune and have seen no change and no impact from that merger.
And then a quick follow-up. Who are the buyers of these standalone specialty practices when you're selling them? Are they your competitors? Or are they someone completely different in the field?
Yes. They're not competitors, but we obviously can't disclose who we sold them to.
We will take our next question from Douglas Miehm with RBC Capital Markets.
I joined a little late. I guess my first question is on the [ source of ] sales as recommended, I believe, as part of the strategic review. Can you at least tell us if the multiple that was paid by the buyers was above or below or in the range of where you're buying practices right now?
Just to clarify, the sale of those noncore standalone specialty orthodontic practices were unrelated to the strategic review. So there's no real correlation there. And no, we're not going to disclose the multiple.
And the second question is maybe for Graham. Just as we think about this process, did the nature of the discussions changed from the point that you announced the strategic review to when it actually ended given what was happening in the broader market? And why do you think there was such a big disconnect at the end of the day between what you think the company is worth and what these various alternatives were contemplating?
Look, I don't want to get into too much specificity. But as you know, the market, financing market overall had a significant deterioration from November through to today. And that, along with other factors, clearly, not outperformance given the strength of Q1 and the outlook for Q2, et cetera, it was more extraneous factors that may have impacted it, but I can't get into more specifics. You do know and you obviously -- you do know that the financing market has significantly deteriorated over the last 6 months.
And there are no further questions at this time. I will now turn the call back to Mr. Graham Rosenberg for closing remarks.
Thanks, operator. I appreciate everybody being on the call. We're delighted with the strength of Q1 and the outlook for Q2, which we see it continuing into Q2 and beyond for the rest of the year. We continue to execute on a balanced approach to growth, both organically, acquisitively and balance sheet optimization by deleveraging and look forward to reporting on our results at the end of the next quarter.
Ladies and gentlemen, this concludes today's conference call. We thank you for your participation. You may now disconnect.