WINNIPEG, Manitoba. January 27, 2021: People Corporation (the “Company”) (TSX Venture: PEO) today announced financial results for the quarter ended November 30, 2020.
Laurie Goldberg, Executive Chairman and Chief Executive Officer commented, “People Corporation continued to perform very well, both operationally and financially, in the first quarter of fiscal 2021 despite the continued evolution of the COVID-19 pandemic. The steady execution of our strategy generated revenue growth of 22.4%, including organic revenue growth of 7.0%, and growth in Adjusted EBITDA of 23.1%, compared to the same period last year. I would like to thank every member of our team for their continued efforts to ensure People Corporation’s clients have access to a consistent, best-in-class product and service offering, across our national network.”
Announced the sale of the Company
On December 13, 2020, the Company entered into a definitive arrangement agreement (the “Arrangement Agreement”) pursuant to which investment funds managed by the Merchant Banking business of Goldman Sachs & Co. LLC (collectively, “Goldman Sachs”) have agreed to indirectly acquire, through an entity controlled by Goldman Sachs (the “Purchaser”), all of the issued and outstanding common shares of the Company (the “common shares”). Under the terms of the Arrangement (as defined below), holders of common shares will receive $15.22 in cash per common share, other than certain senior management shareholders and their affiliates and associates (the “Rollover Shareholders”) who will receive, in respect of certain of their common shares, consideration consisting of cash and shares of the direct parent of the Purchaser (the “Transaction”).
The Transaction will be effected by way of a plan of arrangement (the “Arrangement”) under the Business Corporations Act (Ontario). The Transaction will constitute a “business combination” for the purposes of Multilateral Instrument 61-101 (“MI 61-101”) and therefore requires approval by (i) at least 66 2/3% of the votes cast by the Company’s shareholders present in person or represented by proxy and entitled to vote at the special meeting of Company shareholders called to consider the Arrangement (the “Meeting”) and (ii) a simple majority of the votes cast by the Company’s shareholders at the Meeting, excluding those votes cast by the Rollover Shareholders. The Meeting is expected to take place on February 11, 2021. In addition to shareholder approval, closing of the Transaction is subject to approval by the Ontario Superior Court of Justice (Commercial List) and to the other conditions set forth in the Arrangement Agreement.
Highlights of Financial Results for the Quarter Ended November 30, 2020
Financial Results from Operations
The Company’s financial results for the three months ended November 30, 2020, fully reflect the impact of last year’s acquisitions of Collage Technologies Inc. (“Collage”), Apri Group of Companies (“Apri”), Robin Veilleux Assurances et Rentes Collectives Inc. (“RVARC”), and Integrated Benefit Consultants Ltd. (“IBC”). In addition, the partial effect of the current fiscal year acquisitions of Encompass Benefits & HR Solutions Inc. (“Encompass”), and Watermark Benefit Consulting Inc. (“WBC”) are reflected in the current period.
|Three months ended November 30|
|Adjusted net earnings||$2,087||$1,226|
|Net income (loss)||($4,203)||($2,750)|
|Net income (loss) per share (basic)||($0.06)||($0.04)|
|Adjusted net earnings per share (basic)||$0.03||$0.02|
The Company realized revenue growth for the three months ended November 30, 2020, of $9.9 million (22.4%). Organic growth of $3.1 million (7.0%) was primarily due to the result of gaining new clients and increasing product and service penetration with existing clients. The Company recognized acquired growth of $6.8 million (15.4%) resulting from the acquired operations of Collage, Apri, RVARC, IBC, Encompass and WBC.
Adjusted EBITDA for the three months ended November 30, 2020 was $13.3 million, representing an increase of $2.5 million (23.1%), as compared to the same period in fiscal year 2020. Growth in Adjusted EBITDA for the first quarter was primarily driven by contributions from acquired operations and organic revenue growth. The factors increasing Adjusted EBITDA were partially offset by higher variable compensation expenses tied directly to the higher revenue and an expanded staff complement to accommodate growth in operations. In addition, the Company incurred higher administration fees related to the continued growth of services launched in the prior fiscal year.
The Company reported Net loss for the three months ended November 30, 2020 of $4.2 million. Net loss increased by $1.4 million as compared to the prior fiscal year due to increased fair value adjustments related to non-controlling interest and contingent consideration obligations included in finance expenses, and higher depreciation and amortization expense. This is partially offset by an increase in Adjusted EBITDA of $2.5 million as described above, as well as a decrease in acquisition, integration and reorganization costs.
Strategic and Operational Highlights
The Company continues to make significant progress on executing its strategic plan, while at the same time making investments to position the Company for ongoing future growth. Some notable milestones include:
Completed the following strategic acquisitions:
- Encompass, a regional group benefits and group retirement consulting firm headquartered in Kelowna, British Columbia;
- WBC, a group benefits and group retirement solutions provider with deep expertise serving organizations with international employee bases headquartered in Calgary, Alberta; and
- Subsequent to the end of the quarter, on December 1, 2020, Alliance Pour La Santé Etudiante Au Quebec Inc. (“ASEQ”), a provider of student health and dental benefits as well as wellness solutions headquartered in Montreal, Quebec.
Continued to invest in talent to support a growing client base and enhance our strategic capabilities:
- Expanded the regional leadership team with enhanced coverage for the Prairies and Western Canada;
- Expanded the multi-employer consulting team to enhance client service in Eastern Canada; and
- Realigned the Group Retirement Services team and appointed new leaders for the consulting team and the actuarial and investment management team.
Continued to execute integration initiatives to leverage the benefits of the scale of the platform:
- Broadened our third party consultant solution set by launching the expanded MGA+ offering combining BenefitsHQ, CollageHR, Sirius Small Group and our MGA back office and our Guaranteed Standard Issue disability solution;
- Entered into an agreement with a service provider to integrate and transform our omni-channel client communications solution; and
- Advanced development our new multi-employer and single employer billing and administration platforms to a client ready / pilot state.
Summary Financial Position
The Company had cash balances of $37.8 million as at November 30, 2020. As of November 30, 2020, the Company has $33.2 million available capacity on the credit facility.
The complete Financial Statements and Management’s Discussion and Analysis for the three months ended November 30, 2020, along with additional information about the Company and all of its public filings are available at www.SEDAR.com.
Grant of Long-term Equity Incentive Awards
During the first quarter, the Company has granted long-term equity incentive awards to its senior officers. These incentive awards were granted under the Company’s Security Based Compensation Plan (the “Plan”), established to reward directors and senior officers and employees, based on individual and corporate performance, to align their interests with that of the Company and to provide long-term incentives.
- The Company issued 6,593 restricted stock units to its executives, vesting after three years and otherwise subject to the terms of the plan and performance conditions.
About People Corporation
People Corporation is a leading provider of group benefits, group retirement and human resource services with approximately 1,150 talented professionals serving organizations across Canada. Bringing deep industry and subject matter expertise, proprietary technology platforms and an innovative suite of services to each client engagement, we deliver uniquely valuable insights and solutions to make a positive difference to your people and your bottom line.
This news release contains “forward-looking statements” within the meaning of applicable securities laws, such as statements concerning anticipated future events, results, circumstances, performance or expectations that are not historical facts. Use of words such as “may”, “will”, “expect”, “believe”, “intends”, “likely”, or other words of similar effect may indicate a “forward-looking” statement. These statements are not guarantees of future performance and are subject to numerous risks and uncertainties, including those described in the Company’s publicly filed documents (available on SEDAR at www.SEDAR.com). Those risks and uncertainties include the ability to maintain profitability and manage organic or acquisition growth, reliance on information systems and technology, reputation risk, dependence on key clients, reliance on key professionals, general economic conditions and the risk factors set out in the Company’s Notice of Special Meeting and Management Information Circular dated January 14, 2021 (the “January 2021 Circular”) and set out in the “Risk Factors” section of the Company’s annual information form (“AIF”) filed in respect of the fiscal year ended August 31, 2020. Many of these risks and uncertainties can affect the Company’s actual results and could cause actual results to differ materially from those expressed or implied in any forward-looking statement made by the Company or on its behalf. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results. All forward-looking statements in this news release are qualified by these cautionary statements. These statements are made as of the date of this news release and, except as required by applicable law, the Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. Additionally, the Company undertakes no obligation to comment on analyses, expectations or statements made by third parties in respect of the Company, its financial or operating results or its securities.
Non-IFRS Financial Measures
The Company reports non-IFRS financial measures, including Standardized EBITDA, REI, Adjusted EBITDA, Adjusted EBITDA before REI, Adjusted Net Earnings, Operating Income before Corporate Costs, and Operating Working Capital as key measures used by Management to evaluate performance of the business, to compensate employees and to facilitate a comparison of quarterly and annual results of ongoing operations. Adjusted EBITDA is also a concept utilized in measuring compliance with debt covenants. The Adjusted EBITDA measure is commonly reported and widely used by investors and lending institutions as an indicator of a company’s operating performance, ability to incur and service debt, and as a valuation metric. While used to assist in evaluating the operating performance and debt servicing ability of the Company, readers are cautioned that Adjusted EBITDA as reported by the Company may not be comparable in all instances to Adjusted EBITDA as reported by other companies. For a detailed explanation of how the Company’s non-IFRS measures are calculated, please refer to the Company’s MD&A filing for the three months ended November 30, 2020, which can be accessed via the SEDAR Web site (www.SEDAR.com).
Investor Relations Inquiries:
Jonathan Ross, CFA
Investor Relations – People Corporation
Dennis Stewner, CPA, CA
CFO and COO – People Corporation