Author: Glen Korstrom

B.C.’s fastest-growing company is splitting into two

After scaling its operations at an incredible pace, B.C.’s fastest-growing company is planning to split into two separate entities that would individually trade on the Toronto Stock Exchange.

The rationale is to entice new investors.

Well Health Technologies Corp. (TSX:Well) topped BIV’s Top 100 Fastest-Growing Companies list this year, registering revenue growth of 2,265.2 per cent between 2019 and 2023. In its 2023 fiscal year, the company generated $776,054,000 in revenue, up from $32,810,782 in 2019.

That growth shows no sign of stopping, as sales have continued to rise throughout 2024. The three-month period that ended June 30 was Well Health’s 22nd consecutive quarter of record-breaking revenue.

The company now anticipates generating between $970 million and $990 million in revenue this fiscal year.

Fuelling that sales growth are two distinct revenue streams. The dominant one comes from operating about 175 medical clinics in Canada, while the secondary stream comes from selling health and office management technologies to medical clinics, CEO Hamed Shahbazi told BIV.

He said the two sides of the business would be better off as separate ventures.

“About 90 per cent of our overall revenue comes from providing care to patients, and about 10 per cent, or probably less than 10 per cent now, comes from actual technology revenue,” he said.

“We really want to grow both of those.”

The plan to split the company into two would mean investors could buy shares solely in the technology company, which is a significantly different business than the provision of patient care.

The plan is for the Well Health division that runs medical clinics to own a majority stake in the technology company—dubbed Well Provider Solutions—which could go public in the first half of 2025, according to Shahbazi.

If this restructuring proceeds, the result would be that investors in Well Health would be primarily exposed to the medical-clinic business, with about 10 per cent of their investment exposed to the technology company.

Investors who solely want exposure to latter will newly be able to make that investment, Shahbazi explained.

“It allows us to create greater capital and currency for that [technology] group, so we can go and do more acquisitions, and basically grow that business,” he said. “It will still be majority-owned by Well, so not much will change as far as our ownership, except that the [technology side of the business] will have a ticker symbol.”

Shahbazi said he anticipates hiring a CEO for Well Provider Solutions, and that he would serve as its chair while continuing to serve as CEO of Well Health.

Organic growth and growth by acquisition 

Shahbazi told BIV that since he founded Well Health about eight years, ago the company has made more than 80 acquisitions.

He is quick to add that the company has also seen substantial organic growth.

One of Well Health’s significant acquisitions was in 2020, when it spent US$14 million in cash and shares to buy Silicon Valley-based Circle Medical Ltd., which delivers tele-health services that bring doctors’ offices into patients’ homes or workplaces. 

“When we bought Circle Medical, it was doing about US$5 million in revenue,” Shahbazi said. “We’re now on a run-rate of over US$100 million in just four years. So that’s all organic growth. That’s a huge amount of organic growth.”

One of its acquisitions in 2021 was a deal valued at up to US$51 million to buy a 53-per-cent stake in San Francisco-based Wisp Inc.

“When we bought Wisp, it was doing about US$30 million in revenue,” he said. “Now it’s doing about US$75 million in revenue.”

A third example of significant organic growth is seen in Well Health’s Canadian medical-clinic division. Shahbazi said that slice of the business is growing by about 20 per cent annually.

Well Health made its biggest acquisitions in 2021. First came the US$372.9 million transaction to buy U.S.-based CRH Medical Corp.—a niche provider of services to help gastrointestinal disease practitioners.

Then followed the $206-million deal to buy Toronto-based MyHealth Partners Inc., which is the largest cardiology network in Canada, Shahbazi said.

“It is also the largest provider of imaging diagnostics, such as ultrasound and CT [computed tomography] scans,” he said. “In Ontario, there’s no larger provider of these services outside of the hospital channel.”

MyHealth operated medical clinics, and that acquisition was what made Well Health the largest operator of medical clinics in the country, with what at the time was 74, or about 100 fewer than what the company operates today.

About 60 per cent of Well Health’s revenue comes from the U.S., while the rest comes from Canada, Shahbazi said.

Shahbazi’s second time on BIV’s fastest-growing list

When Shahbazi founded Well Health in the 2016-2017 timeframe, his day job was as CEO of TIO Networks, a software company focused on processing payment transactions that he founded in 1997 and took public in 1999.

He hired someone to manage the Wellness venture that he was running off the side of his desk. Originally named Wellness Lifestyles, that venture was focused on what Shahbazi described as “aging gracefully.”

That forerunner business to Well Health operated yoga studios and had a partnership agreement with new-age author and fitness guru Deepak Chopra.

Shahbazi said he soon realized that the venture would be difficult to scale into a big business so he pivoted into the operation of medical clinics.

Bay Area payments giant PayPal Holdings, Inc. (Nasdaq:PPYL) liked TIO Networks enough to shell out US$238 million to buy the company in 2017.

Shahbazi stayed on for approximately six months before he left to grow his secondary Wellness company, which had started to buy medical clinics.

His stake in TIO Networks was what he described as being in the “mid-single digits,” so he could have netted roughly US$11.9 million, or $15.1 million in Canadian capital given the exchange rate at the time.

While Shahbazi was able to pump some of his own money in the venture, he has relied on multiple venture-funding rounds, and investments from companies related to Hong Kong billionaire Li Ka Shing.

Shahbazi says his experience with TIO Networks taught him that he did not want to lead a company with large companies as customers that required significant technological integration and long sales cycles, he said.

“TIO Networks was very successful, but it took a lot of time and that was very instructive for me,” Shahbazi said. “It was very helpful to learn that I wanted my next business to be one that where I had more independence in controlling my [corporate] growth and not be subject to some very long sales cycles.”

Some parts of Well Health’s business do have longer sales cycles but, for the most part, Shahbazi said, it is not limited in its ability to grow.

“Most of our businesses is … subject to our own appetite to grow, to acquire, to integrate and to recruit physicians,” he said.

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Fast-food franchisor A&W cooks up corporate overhaul

One of Canada’s most recognizable fast-food chains—and the country’s strongest brand—has a new recipe for a significant corporate restructuring.

The fast-growing and successful North Vancouver-based A&W Food Services of Canada Inc. plans to consolidate its operations, buy the A&W Revenue Royalties Income Fund (TSX:AW.UNP) and pursue an initial public offering.

A timetable for this process is not yet available, but should be released soon according to executives at A&W, which independent brand-valuation company Brand Finance earlier this year ranked as Canada’s strongest brand for the second year in a row.

A&W Food Services CEO Susan Senecal said voting instructions will be mailed to unit holders and filed on Sedar in a management information circular, likely in September. Regulatory approval could follow this fall.

A&W has tangled corporate structure

While many if not most Canadians are aware of A&W’s burgers, famous root beer and Root Bear mascot, less well known is the company’s somewhat convoluted corporate structure.

Since 2002, its trademarks and intellectual property has been owned by the A&W Revenue Royalties Income Fund, which trades on the Toronto Stock Exchange.

Investors in that venture own a vehicle that gets its revenue through royalty payments.

More than 98 per cent of A&W Food Services’ restaurants are in a business segment the company calls a “royalty pool.” The income fund gets three per cent of the gross sales generated by restaurants in the royalty pool, and almost all of that money is distributed to unit holders.

In exchange, A&W Food Services’ restaurants and franchisees can use A&W trademarks, such as branding, menu-item names and mascots.

A&W Food Services’ business, in contrast, is largely as a franchisor: 1,052 of 1,062 A&W restaurants across Canada are franchised. Its only corporately owned restaurants are 10 in Ottawa, which launched in the 1990s and were intended to show potential franchisees in Eastern Canada that the company had some skin in the operating game. These locations are also used to test new products.

A&W Food Services charges franchisees a $55,000 one-time fee for each 20-year agreement to operate an individual A&W-branded restaurant, and a recurring six-per-cent royalty fee, which is broken into a 3.5-per-cent service fee and a 2.5-per-cent marketing fee.

The company requires all franchisees to spend one per cent of gross sales on community initiatives and marketing.

A&W Food Services derives some revenue—a single-digit percentage—from selling canned and bottled A&W-branded root beer to a variety of vendors, such as restaurants and grocers, Senecal told BIV.

It also recently became the master franchisor for Canada for the London, England-based grab-and-go sandwich giant Pret A Manger.

One Pret A Manger test store operates in Toronto, and A&W Food Services is “active in terms of determining what will be the next locations and how we want to expand,” Senecal said.

The result of this divided corporate structure is that the only public option to invest in A&W is to buy units in the income fund.

That has become a problem because income fund investments act more like bonds than stocks.

Before the proposed takeover was announced, unit holders received monthly distributions that amounted to $1.92 per unit, for a 6.7-per-cent annualized return.

The Bank of Canada’s rapid increases in interest rates, starting in March 2022, have prompted bond yields to rise in tandem. The result is that income investors now have more options to get strong-yielding returns, Senecal explained to BIV.

That dampens interest in buying units in the income fund, and the performance of the income fund has lagged what would have been the new company’s combined adjusted earnings before interest, taxes, depreciation and amortization (EBITDA), according to an A&W presentation.

The income fund’s trustees realized this, and “started to have conversations” with A&W Food Services shareholders about combining their fund with A&W Food Services’ operations, Senecal said.

The latter has four main shareholders, she added. They include the private-equity firm TorQuest, the income fund’s chair and former A&W Food Services CEO Paul Hollands, A&W Food Services’ chair emeritus and former CEO Jeff Mooney and one shareholder whom Senecal declined to name. Together, those four investors own a majority stake, and they agreed that combining the two A&W entities was desirable, Senecal said.

“It all came together quite quickly is my sense,” she said.

If the amalgamation goes ahead, it will attract more institutional investors, analysts and stock liquidity, she said, adding that the company could also then likely trade with a valuation similar to those of other large fast-food chains.

What the future could hold

If the business merger and IPO go ahead, shareholders in what is now dubbed Newco would own a stake in the entire business, and—instead of only being exposed to how much royalty-pool restaurants generate in gross sales—they would also be exposed to the overall business’ profits or losses.

If operational costs of servicing franchisees rises faster than the incoming fees from franchisees and other revenue streams, the overall business may post a net loss, and the venture’s share price would likely face downward pressure.

Senecal, however, said she foresees investors doing much better under a combined A&W.

This is because they would be exposed to new restaurant openings, she said. They would also reap business synergies and bigger profit margins from a larger-scale franchisor.

An investor presentation describes A&W Food Services as a “high-margin, capital-light franchisor business” that has “high free cash flow conversion.”

This is all before franchising for the Pret A Manger brand takes off in earnest.

If the transaction goes ahead, the income fund unit-holders can either opt to dispose of their units, have the units converted into A&W Food Services shares or a mix of both.

The $37-per-unit value is approximately a 30-per-cent premium compared with what the units were worth before the proposed merger was announced.

A&W Food Services is only prepared to lay out $175.6 million to buy units, so if there is more demand from unit-holders to cash out, they may be stuck with having to convert some units into A&W Food Services shares, which they could later sell.

The units that A&W Food Services buys will be pro-rated so all unit-holders who want to sell some units would be able to do that.

The $175.6 million is enough to buy nearly 4.75 million units, or 32.5 per cent of the units not already owned by A&W Food Services.

Management has stressed that its planned structural change will not impact operations. That means no executive shake-up, and a new publicly listed company slated to be based in North Vancouver.

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