Agiliti, Inc.

Good afternoon and welcome to Agility's fourth quarter and full year 2022 earnings conference call. Today's call is being recorded and we have allocated one hour for prepared remarks and question and answers. At this time, I'd like to turn the conference over to Kate Kaiser, Senior Vice President of Corporate Communication and Investor Relations at Agility. Thank you. You may begin.

Thank you, Operator, and hello, everyone. Thank you for joining us on today's call as we provide an overview of Agility's results for the quarter ending December 31st, 2022. Before we begin, I'll remind you that during today's call, we'll be making statements that are forward-looking and consequently are subject to risks and uncertainties. Certain factors may affect us in the future and could cause actual results to differ materially from those expressed in these forward-looking statements. Specific risk factors are detailed in our press release and in our most recent SEC filings, which can be found in the investor section of our corporate website at agilityhealth.com. We'll also be referring to certain measures that are not calculated and presented in accordance with generally accepted accounting principles during this call. You can find a reconciliation of those measures to the most directly comparable gap measures and a description of why we use these measures in our press release. To download a copy of the presentation that we'll use to facilitate today's discussion, please visit our website at agilityhealth.com, select the Investors section at the top of the screen, and then Events and Presentations. Finally, select the presentation titled Agility Q4 and Full Year 2022 Earnings Slide. I'll now turn the call over to Tom Leonard.

Good afternoon. Thank you for joining us as we review our results from the fourth quarter of 2022 and reflect on our performance for the full year. Joining me today is our president, Tom Benning, and our CFO, Jim Pekarek. Beginning with a recap on our recent news, on January 9th, I announced my plans to retire from the CEO role at Agility. I will continue to serve the company as a member of its board of directors. Tom Benning will officially take the CEO position and join our board of directors on March 10th. Tom has served right beside me since January 2020 as our president, leading our commercial organization and is a key member of our leadership team. I've known him nearly 20 years as both a colleague and as a friend and have full confidence in his ability to lead our company. This transition is part of a thoughtful succession planning process that began shortly after Tom joined Agility three years ago. The board of directors and I are excited about our future and look forward to the company's continued progress under Tom's leadership. Today, I'll highlight a few headlines from 2022 and then turn the call to Tom and Jim. We delivered financial results that met our expectations for the fourth quarter and for the full year. We successfully flexed our operations to capitalize on the favorable tailwinds of COVID and realized the financial benefit from managing and deploying the HHS stockpile of medical devices. We recently secured the long-term renewal of our HHS contract as part of a competitive process, continuing our strong track record of execution. And as we shared over the last few earnings calls, we've seen strong demand for our services as our customers resume focus on their long-term priorities, resulting in some of the largest contracts in the company's history. Agility enters 2023 well-positioned to extend the momentum from 2022 and drive our performance in the years to come. We enjoy a strong backlog of signed contracts, and a growing pipeline of new customer opportunities, all of which build on our durable base business. As we move through the first half of this year, we'll lap the prior year's benefits from COVID-19 and the HHS contract renewal, and we expect our back-cab results to more clearly demonstrate the predictable organic growth of our base business. As I conclude my time as CEO of Agility, I could not be more confident in our company or more proud of our teams. Agility has become a truly essential part of our nation's healthcare infrastructure. It's been my privilege to serve this company, its team members, customers, and shareholders for the past eight years as its CEO. I look forward to supporting its continued progress under Tom Benning's leadership. I'll now turn the call over to our new CEO, Tom Benning.

Thanks, Tom, and hello, everyone. Thanks for joining us today. I'm honored to have the opportunity to be part of this leadership team, and I can't thank Tom enough for his partnership and guidance. After more than 25 years in healthcare, I can confidently say that there is no other company that can match our unique capabilities, exciting growth potential, or our important purpose. Since joining Agility three years ago, I've had the pleasure of working alongside our colleagues and our customers to deliver on our critical mission. Underlying Agility's results and reputation is the durability of its business model, the strength of its nationwide scale and its dedication to quality and service. As CEO, I look forward to furthering our strong customer partnerships, empowering our incredible team and delivering on our proven growth strategy to drive value for our shareholders. Turning now to our most recent results, we finished 2022 in line with both our expectations for the fourth quarter and our revised guidance ranges for the full year. Our performance demonstrates the underlying resilience of our model, withstanding the transient impacts of COVID and the delays in time and material work associated with the HHS agreement both of which caused a variance in our expected results as we move through the year. COVID-related impacts in the HHS agreement have, in fact, been the primary transient drivers of variability in our reported results during our roughly two years as a public company. In the first quarter of 2022, they represented tailwind benefits to our reported results. Then in the second half of the year, we experienced short-term headwinds related to the COVID impacted lower than expected utilization of our rental device fleet and the timing delays associated with the renewal of the HHS contract. We anticipate more stability in 2023. By the end of Q2, we will have lapped the prior year tailwinds. At the same time, we expect the underlying organic growth engine of the business to come more clearly into focus later this year driven by our consistent new business momentum and steady customer demand for our connected solutions. I'll offer a few highlights before inviting Jim to provide the detail on our results. Beginning with some recent news, on December 14th, Agility was awarded a long anticipated new agreement with the U.S. Department of Health and Human Services, or HHS. Under this current award, Agility will continue to manage the inventory distribution and retrieval of ventilators and powered air purifying respirator systems within the Strategic National Stockpile and continue overseeing the ongoing preventive maintenance and management services to ensure these critical emergency medical devices are ready for use. The contract performance period begins on August 28, 2023 and is valued at up to nearly $500 million over a term of four and a half years. Concurrent with this long term award, Agility received a six month extension to its current one year contract, which was previously scheduled to expire on February 27, 2023, thereby bridging the term between these two contracts to span a total of five years. Since 2020, Agility has operated under a series of short term contracts with HHS that were designed to meet emergency response needs throughout the pandemic. As expected, and important to note, the new multi-year contract covers work related to the need for ongoing management, maintenance, and deployment activities in a normalized post-COVID era. The scope and economics align with the expectations we've outlined to date, and Jim will provide more color on how this factors into our 2023 guidance. We're pleased to have once again earned this important contract and look forward to continuing to deliver value to HHS for the next five years. More broadly across the business, we continue to see positive organic growth momentum driven by our selling organization who are dedicated to helping uncover and solve for the needs of our customers. We recently had the opportunity to hear directly from several of our larger customers As part of our annual commercial kickoff event, where we bring together our sales and operations teams for a week of focused training and preparation for the year ahead, we were reminded of the many challenges healthcare providers are facing as the industry emerges from the pandemic. In some cases, their primary near-term goal is to simply get back to financial breakeven. The continued uncertainty surrounding the financial and operational environment causing healthcare executives to seek partnerships with vendors who can help to meaningfully reduce costs while enabling better patient care. Agility remains uniquely positioned to help them accomplish both. In the last few years, we've worked to elevate our value proposition, broaden our solutions portfolio, and train our teams for these higher level customer engagements. That work has resulted in a strong pipeline of sizable new business opportunities. In just the last few quarters, we have signed more seven and eight figure annual value contracts than ever before in our company's 80 plus year history. The result has been a solid backlog of sizable new opportunities for agility. This positive evolution toward more system wide and IDN level engagements is a testament to the essential nature of our work and the value we've long provided to our customers. As we previously mentioned, These larger deals require somewhat longer and more complex implementations as we embed ourselves deeply into our customers' operations to unlock value in their medical device value chain. As we shared last quarter, we expect that this growth trend will yield some near-term lumpiness in our financial results for the first half of the year. As we enter the back half of 2023, we expect these multi-year contracts will once again support a highly visible and predictable financial outlook more typical of our long history as a company. With our sights set squarely on the future, I'd like to reiterate a point we've long made around the extraordinary resilience and predictability of our business model. As you look across our offerings, you can observe our connection to every phase of our customer's medical device lifecycle, as well as the balance of our business between the medical and procedural sides of a health system's operations. Regardless of the macro trends facing our health system as a whole or specific situations or challenges affecting an individual customer, there are parts of our solution set that are always in demand. We are proud of the work of our teams and of the important role that Agility has long performed in support of our nation's healthcare delivery system. Looking forward, we're even more enthusiastic about the momentum in our business and the opportunities ahead of us. For now, our teams remain focused on discipline execution of our strategy and on fostering strong collaborative partnerships with our customers as we pursue our goals in 2023 and beyond. I'll now pass the call to Jim for detail on our financial results and initial guidance for 2023.

Thank you, Tom. I'll start with an overview of our Q4 and full year 2022 financials. and then end with some comments on our 2023 financial guidance. For the fourth quarter, total company revenue totaled $282 million, representing a 3% decrease over the prior year. Excluding the favorable impact from COVID in the prior year, which was estimated at $12 to $15 million, revenue in Q4 2022 increased 2% over the prior year, Adjusted EBITDA totaled $71 million, a 16% decrease compared to Q4 last year, and adjusted EBITDA margins totaled 25.3%. Adjusted EBITDA margins versus the prior year were affected by the revised scope of the new HHS contract renewal, as well as lower medical device rental utilization in the quarter. Adjusted earnings per share of 18 cents in the quarter compares to 25 cents in the year-ago period, driven by both a decline in the adjusted net income and an increase in the effective interest rate on our debt, which amounted to 3 cents per share in the quarter. For the full year, total company revenue totaled $1.12 billion, representing an 8 percent increase over the prior year. Excluding the net favorable impact of COVID in 2021 versus 2022, revenue increased approximately 11% for the full year. Adjusted EBITDA totaled $297 million, representing a 10% decrease over the prior year. Adjusted EBITDA margins were 26.5% for 2022, down 500 basis points from last year. Lower COVID-driven medical device rental utilization versus the prior year and the transition of our HHS contract to a post-pandemic maintenance focus were key drivers for the decline. In addition, adjusted EBITDA margins were negatively impacted by the onboarding of a higher proportion of larger customer contracts, which tend to have a lower upfront profitability during the implementation phase. Our operating performance drove an adjusted earnings per share of $0.85 per share, down $0.14 per share, with higher interest expense impacting our results by $0.05 per share for the year. Taking a closer look at the fourth quarter across each of our service lines, equipment solutions revenue totaled $107 million. down 11% year-over-year. The decline was primarily attributable to lower customer utilization of our peak need rental medical equipment fleet in the quarter. A reminder that when comparing year-over-year performance for Q4, in the prior year period, we estimated a favorable impact from COVID-driven device demand of approximately $12 to $15 million. which primarily impacted equipment solutions. Excluding the prior year excess COVID impact, equipment solutions was up approximately 2% in Q4 2022. Moving to clinical engineering, Q4 revenue was $110 million, representing a year-over-year increase of 14% for the quarter. New customer organic growth was the primary driver for the increase versus the prior year as we continue to advance our solutions, including within our surgical equipment repair portions of the business. Finally, on-site managed services revenue totaled $65 million, representing a year-over-year decline of 13% for the quarter. This was primarily driven by the renewal pricing and scope of our HHS agreement as the agreement reset to the longer-term pricing model for managing the stockpiled devices. Continuing down the P&L, gross margin dollars for Q4 totaled $108 million, a decrease of 12% year-over-year. Our gross margin rate was 38%, compared to 42% in the prior year period. The decline in margin rate was volume-driven, primarily due to lower medical device rental placements, as well as the factors related to the HHS agreement, as previously described. SG&A costs for Q4 totaled $85 million, a decline of $10 million year over year. The decrease was primarily due to lower employee incentive costs versus the prior year. Moving to the balance sheets, We closed Q4 with net debt of $1.09 billion. Our cash flow from operations for the year was $200 million, driven by strong operating results. Late in Q4, we invested approximately $60 million in two tuck-in acquisitions. These investments added to our local capabilities and footprint in select markets within the surgical equipment repair and surgical rental portions of our business. These two smaller transactions in Q4 were financed through a combination of cash on hand and our revolving credit facility. Our reported leverage ratio at the end of Q4 approximated 3.7 times, excluding the impact of the late Q4 acquisitions and the associated $60 million in purchase price paid for the businesses our leverage ratio would have approximated 3.5 times as of December 2022. For the year, we have utilized cash on hand to retire over $120 million in debt obligations. Looking forward, we will remain diligent in determining the optimal uses of our strong cash generation. Agility maintains a position of solid liquidity with $221 million available as of December 2022. A reminder on the terms of our debt, given the macro view on near-term interest rates. Of our $1.09 billion in debt, we maintain an interest rate swap agreement on $500 million, which is swap floating rate terms for fixed rate terms. This provides a partial hedge for any anticipated market rate increases in the short term and will expire in June 2023. We will continue to evaluate the interest rate environment and our capital structure and ensure we are well positioned to support the future growth of the business. Turning now to our 2023 financial guidance. As a reminder, we provide guidance for key performance metrics on a full year basis. Our 2023 revenue guidance is in the range of $1.16 to $1.19 billion, representing top-line growth of 4 to 6 percent. Our adjusted EBITDA guidance is in the range of $295 million to $305 million. And our implied full-year adjusted EBITDA margins, which can be calculated from our 2023 guidance, are expected to be in the range of 25 to 26 percent. As described, our net cash CapEx guidance reflects our expected investment in the range of $85 to $95 million. Finally, adjusted earnings per share guidance is in the range of $0.65 to $0.70 per share. We estimate the negative impact of higher interest expense to be in the range of $0.15 to $0.20 per share. From a qualitative perspective, and as we have shared in each of our earnings calls, in 2023, our financial results will be comping against a favorable 5.7 million impact of COVID in Q1 2022. In addition, as we shared in our prior earnings calls, as of Q2 last year, we saw lower than expected utilization of our equipment rental fleet leveling out below 2019 pre-pandemic levels. Our 2023 guidance assumes placements will continue at this new baseline level and that we will continue to benefit from normal seasonality throughout 2023. Additionally, and as Tom described earlier, on December 14, 2022, we were awarded a new multi-year contract with HHS. Our guidance reflects a $13 to $15 million year-over-year reduction on adjusted EBITDA as the contract resets to pre-pandemic pricing models. Overall, excluding the one-time impact described above in contributions from M&A, our guidance implies low- to mid-single-digit organic revenue growth in 2023. which is weighted toward the second half of the year as we continue to onboard new business. I'll now turn the call over to our operator to provide instructions for our Q&A.

Thank you. We will now be conducting a question and answer session. If you would like to ask a question, please press star 1 on your telephone keypad. A confirmation tone will indicate your line is in the question queue. You may press star 2 if you would like to remove your question from the queue. For participants using speaker equipment, it may be necessary to pick up your handset before pressing the star keys. In the interest of time, we ask that participants limit themselves to one question and one follow-up.

One moment, please, while we poll for questions. Thank you. Our first question is from Kevin Fishbeck with Bank of America.

Please proceed with your question.

Great, thanks. Maybe just to pick up on that last comment about the guidance assuming low to mid-single-digit organic growth in 23, is there a number that is COVID-adjusted? Do you feel like that number would be higher ex-COVID, or is that a decent way to think about the organic growth?

Yeah, Kevin, thanks for the question. Yeah, that's a decent way to think about the organic growth, Kevin.

Okay, great. And then as far as these new contracts, it sounds like that's an increasingly bigger part of the story. Do you think that, and I know that there's onboarding costs at the beginning of these contracts, but once they're up and running, are these contracts likely to be the same type of margin or since you're going bigger and deeper within these companies, they're asking for a little bit more of the savings flowing through to them. They just want to figure out if there's any margin implications of a bigger contract. Thanks.

Yeah, Kevin, good question. You should be thinking about it in line with our overall EBITDA margins. You got it, Kevin.

Thanks for the questions.

Thank you. Our next question is from Matt Michin with QBank Capital Markets. Please proceed with your question.

Hey, guys. How's it going? This is Brett Fishpin on for Matt today, and thanks for taking the questions. I think you walked through some of the moving pieces, you know, impacting the year-over-year comparisons in 23 versus 22 in a little bit of a piecemeal basis. Just wondering if you could specifically quantify what you're expecting to see from the inorganic benefit around M&A. and then the full year headwind around the lower equipment rental utilization as well as lower revenue from the HHS contract on a full year basis?

Thanks for the question, Brent. I would quantify it this way. I guess, first of all, on the M&A piece, it's clearly immaterial from our overall financial statements. They're small deals and tuck-ins. The most important piece is that, and I referenced this on the call, that they're in the space that we're already seeing good, strong growth in. But in terms of the math, I would share this. Think about the EBITDA from these tuck-ins as a mid-single-digit EBITDA. I would leave it at that for you. In terms of the other elements that you asked about, We described last year that the COVID benefit for us in Q1 was in the $5 to $7 million range. The other thing that we described as we entered into Q2 and for the balance of the year is that re-baselining of COVID below 2019 levels was in the $20 to $30 million range. But again, that started towards Q2. So that would also get factored into the math that you're trying to derive. We don't describe the actual HHS impact from a top line perspective. You should be thinking about that consistent with what we've previously shared in terms of guidance overall. And I'll leave it at that.

All right, excellent. That's helpful. And then just turning back to the conversation around M&A and capital allocation, can you just give a little bit more color on what these tuck-ins bring to the table strategically, how they add to your current momentum, and then just how you're thinking about additional bolt-on deals and capital allocation priorities for the rest of 2023? Thank you.

Yeah, thanks, Brett. And it's Tom Medding. As you know, we look at M&A to augment our strong organic growth profile and these tuck-in acquisitions did just that. We always retain a strong pipeline of acquisitions that complement our overlap and extend strategy of our current offerings. So we certainly have identified and keep pipeline of some tuck-in acquisitions that we'll consider over the course of 2023. And of course, always have our eye out for more substantial acquisitions for the company. All are intended to help complement the great organic growth of the business. All right.

Thank you.

Thanks, Brett.

Thank you, Brett.

As a reminder, if you would like to ask a question, please press star 1 on your telephone keypad. The confirmation tone will indicate your line is in the question queue. Our next question is from Jason Kostorla with Citi Group. Please proceed with your question.

Great. Thanks. Good afternoon, everyone. It just looks like the clinical engineering segment drove the top line outperformance in the quarter. You flagged an increase in customer growth. Was that originally contemplated in guidance as revenue was decently ahead of from where you're trending for most of the year? And then thinking about 23, should we consider clinical engineering in that high single-digit growth rate in the back half of the year? Or how should we think about the puts and takes for that segment's growth in 2023?

Yeah, thanks for the question, Jason. What I would share is this.

You know, obviously we don't guide to the individual solution in terms of revenue growth, but what I would share is that the math for 2022 was consistent with what we had guided to overall. So it was consistent in the way to think about 2023. is the way we've described it historically in terms of the growth. Just look at the growth profile within clinical engineering historically, and that would be a good representation without breaking out any of the details, Jason.

Okay, got it.

And then maybe just wanted to ask about just the embedded cash flow within guidance. you know, you did about 200 million operating cashflow on 22 on about 300 million of EBITDA. Should we think about a similar level of cash generation for 23 at the midpoint of guidance or, you know, are there one-time items or should you be thinking about on cashflow, perhaps higher interest costs and the like, just fleshing out the operating cashflow dynamic for, uh, for 2023. Yeah. No worries. Um,

The couple of big chunks to think about for 2023 as it relates to the modeling of the cash flow is the interest that I had referenced in the script. If you think about it year over year, it would be fair to say that the interest rates that are reflected as we model into 2023 are consistent with the Fed rates. And coming off of the swaps, you can think about it in terms of call it a 300 to 350 basis point-ish increase in overall interest costs on our debt. And then the second piece to think about is taxes. We've shared this previously, but as we continue to utilize our NOLs, we really have very little in terms of NOLs to utilize in 2023. And so the overall cash taxes will go up a bit. That's the other thing to think about for 2023. Okay. Thank you. You got it, Jason.

Thank you. Our next question is from Kevin Caliendo with UBS. Please proceed with your question.

Thanks. So if I'm doing the math right, the guidance at the midpoint does assume a margin step down about 100 basis points. And I'm just trying to understand what the driver of that is. Should we think about it as your mix? Is it a cost of business? I'm just talking about the EBITDA margin. What are the drivers of that? Or how should we think about it?

Yep. Thanks for the question.

I had shared in the script that the impact from the HHS renewal was in the 13 to $15 million range from a profitability perspective. So that certainly had an impact and there's, I would say less of an impact, but an impact from mix as well. Obviously we have to get on the other side of COVID. I had pointed out in the earlier part of the Q and A the benefit that we obtained in the first quarter of 2022, which was in the $5 to $7 million range, as well as this re-baselining.

Okay.

Yeah, to complete the thought, we've shared this previously in our dialogues, but it's important to understand that not only does that have a top-line impact, but it has a high flow-through, thus impacting our EBITDA margins.

And just given the leverage at the end of the year and the free cash flow, I guess my question is, use of cash, should we assume that the free cash flow generation for the year would be used to pay down debt? Would you self-fund acquisitions? Are you in a position where you would want to take on any additional leverage to do anything? Just want to think about how you're thinking about that. Should we assume that the free cash flow ratio to operating cash flow remains roughly the same as well?

Yeah.

The most important call out I would make there is that, as we've shared previously, we target our leverage in the low to mid threes. We've shared that with M&A, it can go up as high as four, but the way to think about this is You know, we've made these acquisitions at the end of Q4, and what we've shared in terms of the back half being better than the front half, what you should expect is that we should be towards the back half starting to de-lever. That would be the way to think about it. Back more towards the guidance that we've shared around that low to mid threes overall. In terms of capital allocation, we'll be thoughtful around capital allocation as we all always are, either paying down debt or reinvesting it in the business or considering other uses for it, Kevin.

And the CapEx costs, we should just assume, is there anything in 2022 or in 2023 that you would call out to be abnormal versus what you would think about as your normal spend? Nope, not at all. Okay.

Yep, not at all, Kevin.

Thank you.

You got it.

Thank you. Our next question is from Drew Vernieri with Morgan Stanley. Please proceed with your question.

Hi, Tom and Jim. Thanks for taking the questions. Maybe just to start, I just want to make sure I'm doing my math right here. we should be thinking about low to mid single-digit organic growth as the right way to think about the business from here. The acquisitions for the year might add 150 basis points to growth, plus or minus, and then the acquisitions are adding about $5 million in EBITDA. Is that kind of the right messaging today?

Yeah, I think directionally that's right, Drew.

Okay, thank you. And maybe just on the margin side, just maybe help us better understand what the margin expansion story is from here in 2023 seems like a bit of a transition year off of COVID, off of some of the rebase utilization, but just how should we be thinking about margin expansion opportunities for the company looking ahead? Thanks for taking the questions.

Yep.

Good question, Drew. The key for us always is volume growth. Volume is our friend. It helps us tremendously with leveraging our fixed cost infrastructure, and so that's key as we enter the back half of this year going into 2024. Obviously we're not going to provide guidance on 2024, but that is the key for us as we continue to expand the organic growth top line going into 2024.

As a reminder, if you would like to ask a question, please press star 1 on your telephone keypad. Thank you. There are no further questions at this time.

I'd like to turn the floor back over to Tom Benning for any closing comments.

Thanks, Operator. And as we wrap today's call, I'd like to reiterate my confidence in our strong underlying growth momentum. I'm sure many companies would like to put 2022 in their view mirror, but Despite the headwinds we faced last year, our teams continue to deliver value to our customers and expand our potential for future growth. I'm very enthusiastic about our outlook for 2023 and look forward to keeping you updated on our progress. So with that, we'll close today's call. Thank you all very much.

This concludes today's conference. You may disconnect your lines at this time. Thank you for your participation.