think research ltd

the think team

Conor Mullan

Managing Director

Laura Dryburgh

Office Manager

Steve Leighton

Colin Smith

Mike Fairbanks

Lucy Wignall

Marketing Manager

Michael Cowham

Principal Consultant

Rory Hedman

Peter Weeks

Kevin Tucker

Sarah McLarty

Senior Consultant

Jonathan Twigger

Sarah Cavanagh

Trev Varnam

Maribel Tomás Rocha

Elizabet Pavlova

Laura Voller

George Clark

Joe Wildman

Alfie Fuller

Connor Hobbs

Yahya Ettawri

David Steuart

Alex Costache

Michael Fok

Antony Burrows

Rob Waggitt

Director- Think Research QFZ

James Lewis

Senior Consultant- Think Research QFZ

Privacy Overview

• Today's news
• Reviews and deals
• Climate change
• 2024 election
• Newsletters
• Fall allergies
• Health news
• Mental health
• Sexual health
• Family health
• So mini ways
• Unapologetically
• Buying guides

Entertainment

• How to Watch
• My Portfolio
• Latest News
• Stock Market
• The Morning Brief
• Biden Economy
• Stocks: Most Actives
• Stocks: Gainers
• Stocks: Losers
• Trending Tickers
• World Indices
• US Treasury Bonds Rates
• Top Mutual Funds
• Options: Highest Open Interest
• Options: Highest Implied Volatility
• Basic Materials
• Communication Services
• Consumer Cyclical
• Consumer Defensive
• Financial Services
• Industrials
• Real Estate
• Stock Comparison
• Advanced Chart
• Currency Converter
• Credit Cards
• Balance Transfer Cards
• Cash-back Cards
• Rewards Cards
• Travel Cards
• Credit Card Offers
• Best Free Checking
• Student Loans
• Personal Loans
• Car insurance
• Mortgage Refinancing
• Mortgage Calculator
• Editor's Picks
• Investing Insights
• Trending Stocks
• Morning Brief
• Opening Bid
• Fantasy football
• Pro Pick 'Em
• College Pick 'Em
• Fantasy baseball
• Fantasy hockey
• Fantasy basketball
• Download the app
• Daily fantasy
• Scores and schedules
• GameChannel
• World Baseball Classic
• Premier League
• CONCACAF League
• Champions League
• Motorsports
• Horse racing

New on Yahoo

• Privacy Dashboard

Yahoo Finance

Think Research Enters into Definitive Agreement to be Acquired by Beedie Capital

• Think Research Corporation shareholders to receive cash payment of $0.32 per Common Share, representing a 100% premium to the closing price of the Common Shares on February 15, 2024 and a 75% premium to the 30-day volume-weighted average trading price of the Common Shares • Special Committee and Board (excluding any interested directors) unanimously determined the Transaction is in the best interests of the Company, and the Board (excluding any interested directors) has recommended that shareholders vote in favour of the Transaction • Certain shareholders, including Chief Executive Officer, Sachin Aggarwal, to roll their equity ownership • Shareholders holding 48.21% of the Common Shares have agreed to support the Transaction • Think Research Corporation will continue to execute on its strategy of delivering knowledge-based digital health software solutions as a private company upon the completion of the Transaction

TORONTO, ON / ACCESSWIRE / February 16, 2024 / Think Research Corporation (TSXV:THNK) (" Think " or the " Company "), a company focused on transforming healthcare through digital health software solutions, today announced that it has entered into an arrangement agreement (the " Arrangement Agreement ") with Beedie Investments Ltd. (" Beedie Capital "), a multi-strategy direct investment platform managing alternative investments for one of the largest private companies in Western Canada, pursuant to which Beedie Capital will acquire all of the common shares in the capital of the Company (the " Shares "), other than those Shares owned by Beedie Capital and other shareholders comprised of certain directors and executive officers of the Company as well as other persons (such shareholders, collectively, the " Continuing Shareholders "), for cash consideration of $0.32 per Share (the " Consideration ") (collectively, the " Transaction "). The Consideration represents a 100% premium to the closing price of the Shares on the TSX Venture Exchange (the " TSXV ") on February 15, 2024, the last trading day immediately prior to the announcement of the Transaction, and a 75% premium to the 30-day volume-weighted average price (" VWAP ") of the Shares on the TSXV for the period ended February 15, 2024. As of the date hereof, the Continuing Shareholders, collectively, beneficially own or control an aggregate of 21,706,567 Shares (representing approximately 27.4% of the issued and outstanding Shares on a non-diluted basis).

"The Think team is pleased that Beedie Capital has demonstrated its confidence in the Company through this Transaction, the Consideration of which reflects a strong endorsement of the Company's value. Beedie Capital has a deep understanding of our business and we look forward to working with them to continue executing on our plan to accelerate growth and provide digital solutions to clinicians worldwide," said Think Research's Chief Executive Officer, Sachin Aggarwal. "In addition, the Transaction eliminates the financial and administrative burden of continuing as a reporting issuer in what is already a challenging market environment."

Richard Wells, an independent director of the Think board of directors (the " Board ") and Chair of the Special Committee, said, "After a comprehensive process and careful deliberation, supported by external professional advisors, the Special Committee considers that the Transaction represents the best available path forward for the Company, its shareholders, lenders, employees and other stakeholders. This Transaction provides a cash premium and immediate liquidity to holders of Shares and the Board is unanimous in its belief that this Transaction is in the best interests of all Think shareholders."

Special Committee and Board Recommendations

The Arrangement Agreement was approved unanimously by the Board (with any interested director abstaining from voting due to his or her participation in the Transaction as a Continuing Shareholder), after taking into account, among other things, the unanimous recommendation of a special committee (the " Special Committee ") of the Board comprised of Richard Wells, Cindy Gray and Jeffrey Orridge, each an independent director of the Company. The Special Committee and the Board (with the abstention of any interested directors) determined that the Transaction is in the best interests of the Company and the Board recommends that holders of Shares (other than Beedie Capital and the Continuing Shareholders) vote in favour of the Transaction at the Meeting (as defined below).

In making its determination to unanimously recommend approval of the Transaction to the Board, and in the Board's determination to approve the Transaction, the Special Committee and the Board considered the following factors, among other things:

• Compelling Value and Immediate Liquidity - the all-cash Consideration provides shareholders with immediate value and is of particular benefit given the limited trading volume, the financial challenges facing the Company and the lack of liquidity in the Shares. The Consideration represents a 100% premium to the closing price of the Shares on the TSXV on February 15, 2024, the last trading day immediately prior to the announcement of the Transaction, and a 75% premium to the 30-day VWAP of the Shares on the TSXV for the period ended February 15, 2024; • Fairness Opinion - the Special Committee received an oral fairness opinion from Canaccord Genuity Corp. ("Canaccord"), which opinion concluded that, based upon and subject to the assumptions made, procedures followed, matters considered, limitations and qualifications set out therein, the Consideration to be received by the shareholders (other than Beedie Capital and the Continuing Shareholders) pursuant to the Transaction is fair, from a financial point of view, to the shareholders. A written copy of the fairness opinion will be included in the materials sent to shareholders in connection with the Meeting; • Go-Shop Provision - the Arrangement Agreement includes a go-shop provision, during which time the Company, with the assistance of Canaccord, will be permitted to actively solicit, evaluate and enter into negotiations with respect to a potential Superior Proposal (as defined in the Arrangement Agreement) for a 30-day period, as more particularly described below; • Support for the Transaction - each of the Continuing Shareholders and certain other shareholders, directors that hold Shares and certain officers of the Company has entered into a voting support agreement, pursuant to which they have agreed to, among other things, vote their Shares, which represent approximately 48.21% of all of the Shares, in favour of the Transaction at the Meeting; • Arrangement Agreement and "Fiduciary Out" - the Arrangement Agreement is the result of a comprehensive negotiation process that was supervised by the Special Committee, as advised by independent and highly qualified legal and financial advisors, and resulted in terms and conditions that are reasonable in the judgment of the Special Committee and the Board, including a customary "fiduciary out" that will enable the Company to enter into a Superior Proposal in certain circumstances; • Break Fee - the break fee payable by the Company equal to $1,065,943 is reasonable in the circumstances and only payable in customary and limited circumstances; and • Minority Vote and Court Approval - the Transaction must be approved not only by at least two-thirds (66⅔%) of the votes cast by shareholders, but also by a majority of the minority in accordance with Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"), and by the Ontario Superior Court of Justice (Commercial List).

Transaction Details

Pursuant to the terms of the Arrangement Agreement, Beedie Capital will acquire all of the Shares, other than those Shares owned by Beedie Capital and the Continuing Shareholders, for a purchase price of $0.32 per Share, payable in cash. The Transaction is to be effected by way of a court-approved plan of arrangement under the Business Corporations Act (Ontario) and is expected to close in the second quarter of 2024, subject to shareholder, court and regulatory approvals and other closing conditions customary to transactions of this nature. Completion of the Transaction is not subject to any financing condition.

The Arrangement Agreement includes a go-shop period extending until March 16, 2024 (the " Go-Shop Period "), during which time the Company, with the assistance of Canaccord, will, subject to the requirements and limitations set forth in the Arrangement Agreement, be permitted to actively solicit, evaluate and enter into negotiations with third parties that express an interest in acquiring the Company with a view to obtaining a potential Superior Proposal. Following the expiry of the Go-Shop Period, the Company will be subject to customary non-solicitation covenants with customary "fiduciary out" provisions that entitle the Special Committee and the Board to consider and, subject to certain conditions, accept a Superior Proposal if Beedie Capital does not match such Superior Proposal. If the Arrangement Agreement is terminated under certain circumstances, including circumstances in which the Company terminates the Arrangement Agreement to accept a Superior Proposal prior to approval of the Transaction by shareholders, a termination fee equal to $1,065,943 is payable by the Company to Beedie Capital. There can be no assurance that a Superior Proposal will be made as a result of the go-shop process or otherwise, and the Company does not intend to disclose developments with respect to the go-shop process or any interest received by third parties during the Go-Shop Period, unless and until the Special Committee and the Board make a determination requiring further disclosure.

A special meeting of holders of Shares to consider and, if deemed advisable, approve the Transaction (the " Meeting ") is expected to be held in early April 2024. In order to be approved by holders of Shares at the Meeting, the Transaction will require the approval of: (a) at least two-thirds (66 ⅔%) of the votes cast at the Meeting in person or by proxy by holders of Shares; and (b) a simple majority of the votes cast at the Meeting in person or by proxy by holders of Shares (other than Shares required to be excluded under MI 61-101 and applicable TSXV rules).

Additional details regarding the Transaction, the background to the Transaction, the reasons for the Board and Special Committee's recommendations of the Transaction, and how Company shareholders can participate in and vote at the Meeting, will be set out in the Company's management information circular and other proxy-related materials to be prepared, filed and sent to the Company's shareholders in connection with the Meeting. Copies of the Arrangement Agreement and the management information circular for the Meeting will be filed with Canadian securities regulators and will be made available on the SEDAR+ profile of the Company at www.sedarplus.ca . Shareholders of the Company are urged to read those and other relevant materials when they become available. Upon closing of the Arrangement, the Purchaser intends to cause the Shares to be delisted from the TSXV and will submit an application to cease to be a reporting issuer under applicable Canadian securities laws.

Voting Support Agreements

In connection with the Transaction, the Continuing Shareholders and certain other shareholders, and all directors who hold Shares and certain officers of the Company, who hold, in aggregate, 38,194,731 Shares (representing approximately 48.21% of the issued and outstanding Shares (on a non-diluted basis)), have entered into voting support agreements with Beedie Capital, providing for such shareholders to vote all Shares owned by them in favour of the Transaction.

Canaccord Genuity Corp. is acting as financial advisor to the Special Committee. Cassels Brock & Blackwell LLP is acting as independent legal advisor to the Special Committee. Stikeman Elliott LLP is acting as legal advisor to the Company.

Dentons Canada LLP is acting as legal advisor to Beedie Capital.

Early Warning Information

In connection with the Arrangement Agreement, in addition to the voting support agreement described above, Beedie Capital and the Continuing Shareholders have entered into a framework agreement dated as of the date hereof, which sets forth certain covenants and agreements between Beedie Capital and the Continuing Shareholders as it relates to the Transaction, the Shares held by the Continuing Shareholders and the relationship of such parties immediately following closing of the Transaction. It is intended that, immediately following the Transaction, the Company will make an application to cease to be a reporting issuer under Canadian securities law.

Both immediately before and immediately after the execution of the Arrangement Agreement, Beedie Capital held or exercised control or direction over (i) 2,934,900 Shares, representing approximately 3.7% of the issued and outstanding Shares (on a non-diluted basis), (ii) assuming the conversion in full of the aggregate principal amount outstanding under the non-revolving term convertible loan facility made available by Beedie Capital to the Company (the " Convertible Loan ") of $21 million using the applicable conversion price as of the respective dates of each advance under the Convertible Loan, an aggregate of 43,078,065 Shares, representing approximately 36.1% of the issued and outstanding Shares (on a partially-diluted basis), and (iii) assuming the conversion in full of the principal amounts outstanding under the Convertible Loan together with the remaining $4 million of subsequent advances thereunder at a conversion price of $0.20 per share, representing a 25% premium above the closing price of the Shares on the TSXVas of February 15, 2024, an aggregate of 63,039,057 Shares, representing approximately 45.25% of the issued and outstanding Shares (on a partially-diluted basis). Following the completion of the Transaction, Beedie Capital will own approximately 72.6% of the issued and outstanding Shares.

An early warning report will be filed by Beedie Capital in accordance with applicable securities laws and will be available on SEDAR+ at www.sedarplus.ca or may be obtained directly from Beedie Capital upon request at 604-436-7888. Beedie Capital's head office is located at Suite 900 - 1111 West Georgia St., Vancouver, BC, V6E 4M3.

Forward Looking Information

This press release contains "forward-looking information" within the meaning of applicable securities laws. Forward-looking information may be identified by statements including words such as: "anticipate," "intend," "plan," "budget," "believe," "project," "estimate," "expect," "scheduled," "forecast," "strategy," "future," "likely," "may," "to be," "could,", "would," "should," "will" and similar references to future periods or the negative or comparable terminology, as well as terms usually used in the future and the conditional.

Statements including forward-looking information may include, without limitation, statements regarding the rationale of the Special Committee and the Board for entering into the Arrangement Agreement, the expected benefits of the Transaction, the timing of various steps to be completed in connection with the Transaction, and other statements that are not material facts. Forward-looking information is based on assumptions that may prove to be incorrect, including but not limited to, that the parties will receive, in a timely manner and on satisfactory terms, the necessary court, shareholder and regulatory approvals, and that the parties will otherwise be able to satisfy, in a timely manner, the other conditions to the closing of the Transaction. The Company considers these assumptions to be reasonable in the circumstances. However, there can be no assurance that such assumptions will reflect the actual outcome of such items or factors. By its nature, forward-looking information involves known and unknown risks, uncertainties, changes in circumstances and other factors that are difficult to predict and many of which are outside of the Company's control which may cause actual results to differ materially from the any future or potential results expressed or implied by such forward-looking information. Important factors that could cause actual results to differ materially from those indicated in the forward-looking information include, among others, (i) the possibility that the Transaction will not be completed on the terms and conditions, or on the timing, currently contemplated, and that it may not be completed at all, due to a failure to obtain or satisfy, in a timely manner or otherwise, required shareholder, regulatory and court approvals and other conditions of closing necessary to complete the Transaction or for other reasons; (ii) the possibility of adverse reactions or changes in business resulting from the announcement or completion of the Transaction; (iii) risks relating to the Company's ability to retain and attract key personnel during the interim period; (iv) the possibility of litigation relating to the Transaction; (v) the potential of a third party making a Superior Proposal; (v) risks related to diverting management's attention from the Company's ongoing business operations; and (vi) other risks inherent to the business carried out by the Company and factors beyond its control which could have a material adverse effect on the Company or its ability to complete the Transaction. The Company has assumed that the risk factors referred to above will not cause such forward-looking statements and information to differ materially from actual results or events. The reader is cautioned to consider these and other factors, uncertainties and potential events carefully and not to put undue reliance on forward-looking statements.

Other than as specifically required by applicable Canadian law, the Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made, whether as a result of new information, future events or results, or otherwise.

About Think Research Corporation

Think Research Corporation is an industry leader in delivering knowledge-based digital health software solutions. The Company's focused mission is to organize the world's health knowledge so everyone gets the best care. Its evidence-based healthcare technology solutions support the clinical decision-making process and standardization of care to facilitate better health care outcomes. The Company gathers, develops, and delivers knowledge-based solutions globally to customers including enterprise clients, hospitals, health regions, healthcare professionals, and / or governments. The Company has gathered a significant amount of data by building its repository of knowledge through its network and group of companies.

The Company licenses its solutions to over 14,200 facilities for over 320,000 primary care, acute care, and long-term care doctors, nurses and pharmacists that rely on the content and data provided by the Company to support their practices. Millions of patients and residents annually receive better care due to the essential data that the Company produces, manages and delivers.

In addition, the Company collects and manages pharmaceutical and clinical trial data via its BioPharma Services subsidiary. BioPharma Services is a leading provider of bioequivalence and Phase 1 clinical research services to pharmaceutical companies globally. The Company's other services include a network of digital-first primary care clinics and medical clinics that provide elective surgery. Visit www.thinkresearch.com for more details.

About Beedie Capital

Beedie Capital is a multi-strategy direct investment platform that manages the alternative investments for Beedie, one of the largest private companies in Western Canada. It deploys capital using a flexible, evergreen mandate, and applies a highly agnostic approach to the duration, structure and size of its investments. Beedie Capital combines the strategic capabilities of an institutional investment platform with the flexibility and entrepreneurial mindset of a privately owned business. Beedie Capital invests in any sector, with a core focus on Technology, Tech-enabled Services, and Metals and Mining, and seeks to grow its invested capital alongside the enterprise value of its investments. For further information on Beedie Capital, please visit www.beediecapital.com .

For further information, please contact:

Mark Sakamoto Executive Vice President Think Research Corporation Direct: 416-388-7119 [email protected]

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

SOURCE: Think Research

View the original press release on accesswire.com

Recommended Stories

Think Research Reports Q2 and First Half 2022 Results, Highlighted by Strong Revenue Growth and Continued Cost Synergies

News provided by

Aug 29, 2022, 07:30 ET

Share this article

• Q2 Revenue totaled $18.4 million , 80% higher than the same period in 2021
• First half 2022 revenue grew 108% to $38.6 million compared to the first half of last year

TORONTO , Aug. 29, 2022 /PRNewswire/ - Think Research Corporation (TSXV: THNK) (OTCQB: THKKF ) ("Think" or the "Company"), a healthcare technology company focused on transforming healthcare through knowledge-based digital health software solutions, today reported financial results for the second quarter and Year-to-Date period ending June 30, 2022 . Additional information concerning the Company, including our unaudited consolidated interim financial statements and related Management's Discussion and Analysis ("MD&A") for the periods ended June 30, 2022 , can be found under the Company's profile on SEDAR at www.sedar.com and on our website. With over 13,000 enterprise healthcare facilities under license, Think solutions enable more than 300,000 doctors, nurses and pharmacist users to leverage our essential data service to help ensure everyone gets the best possible care.

 "We are very pleased to report significant revenue increases for both Q2 and the first half of 2022 relative to the same periods in 2021, despite experiencing some revenue delays related to deferrals within our clinical research program associated with delays in our sponsoring drug program," said Sachin Aggarwal , Think's CEO. "We expect these studies to come back on track during the second half of the year. Further, Think is increasingly winning larger deals and we are confident that our current trajectory is aligned with the Company's near and longer-term growth and profitability expectations."

• Q2 revenue of $18.4 million increased 80% or $8.2 million over the $10.2 million reported in Q2 2021, while revenue for the first six months of 2022 was $38.6 million , $20.0 million or 108% higher than the corresponding period in 2021.
• Revenue from each of Think's primary segments:
• Software and Data Solutions revenue was $6.9 million (37.4% of revenue) in Q2, compared to $8.5 million (42.0% of revenue) in Q1 FY2022, as the prior quarter benefited from elevated one-time services revenue associated with the implementation of new programs.
• Clinical Research Operations revenue totaled $7.3 million in the second quarter, compared to $8.0 million in the first quarter due primarily to delays in study timelines resulting from scheduling changes made by study sponsors. Subsequent to the quarter-end, Think was able to recognize parts of the delayed revenue and anticipates that this segment will experience a recovery in revenue in the latter part of the second half.
• Clinical Services revenue grew to $4.3 million (23.3% of revenue) in Q2 2022 compared to $3.7 million (18.2% of revenue) in Q1 2022 as normal operations resumed following an easing of the government shut-downs associated with COVID-19 which caused restricted operations in the previous quarter.
• Adjusted EBITDA 1  reflected a loss of $1.6 million compared to a loss of $1.3 million in Q2 2021 and a loss of $0.3 million in Q1 2022. The quarter -over-quarter decline in Adjusted EBITDA was a direct result of a sequential decrease in revenue associated with delays in clinical research programs and one-time professional services revenue in the software and data segment that was recognized in Q1. See "Cautionary Note Regarding Non-IFRS Financial Measures" for further information.
• Adjusted EBITDA Margin 2  (as defined herein) was negative 9% in Q2 compared to negative 13% in Q2 2021. See "Cautionary Note Regarding Non-IFRS Financial Measures" for further information. During the first six months of 2022, Adjusted EBITDA margin was negative 5% compared to negative 16% for the first six months of 2021, with the improvement attributable to realized cost synergies and overall revenue scale relative to last year.
• During the second quarter and first half of FY2022, the Company generated gross profit of $9.4 million and $18.5 million , an increase of 66% and 68%, respectively, over the $5.7 million and $11.0 million in the comparable periods the prior year. The rise in gross profit was primarily related to the increase in revenue, which in turn stemmed primarily from acquisitions supplemented by organic revenue growth.
• For the six months ended June 30, 2022 the Company generated gross margin of 48.0% compared to 59.3% for the same period in the prior year. The main factor driving gross margin lower in the current year compared to 2021 was the change in revenue mix arising from acquisitions completed in 2021 generally and BioPharma in particular, along with realized cost synergies.
• Think continued to focus on reducing cash operating expenses through realized cost synergies, which had an annualized value of $5.8 million in FY2021 and an additional $3.6 million in the first half of FY2022, and which management believes will enable Think to realize significant expense leverage over larger revenue streams going forward.
• General and administration expenses increased to $8.0 million and $14.2 million for the second quarter and year to date 2022, increasing 66% and 49%, respectively, over the same periods in 2021. These increases reflect higher overall personnel costs related to the acquisitions described above, including higher salaries and wages to support the continued growth of the business with these higher costs partially offset by recognized synergies.
• Research and development expenses increased by $0.7 million for the second quarter and $0.8 million for the first half of FY2022 over the same periods in 2021, due primarily to Think's investment in software during Q2 related to the Company's 'Digital Front Door' software solutions, which in turn was driven by new license sales to large organizations in Canada , representing increases of 42% and 24% over the same periods in 2021, respectively.
• Sales and marketing expenses totaled $2.4 million and $4.7 million in the second quarter and first half of 2022, reflecting increases of approximately 7% and 16%, respectively, primarily due to acquisitions completed during prior periods, branding activities to continue to elevate the Think brand, along with higher salaries and wages tied to supporting ongoing business growth, partially offset by cost synergies realized year to date. 
• Depreciation and amortization increased by 189% and 226% for the three and six months ending June 30, 2022 over the same respective periods in FY2021, primarily due to depreciation and amortization expense associated with acquired businesses.
• Acquisition, restructuring and other costs totaled $0.7 million in Q2 of FY2022, a 6% decline over Q2 FY2021, but increased 13% to $1.8 million for the first half of FY2022 over the same period in 2021. The first half 2022 increase is due primarily to the implementation costs associated with Think's plan to streamline staffing resources as part of its efforts to capture synergies from the operations of acquired companies.
• Net loss increased by $1.9 million for the three-month period ended June 30, 2022 compared to the same period the prior year, and by $3.0 million in the first half of 2022 compared to the same period in 2021, with increases in both periods primarily due to the higher costs associated with the continued growth in Think's business.
• The Company's cash balance at June 30, 2022 was $6.1 million , slightly lower than $6.3 million as at December 31, 2021 , reflecting the impact of a $10 million draw on its new credit facility with Beedie Investments Ltd. ("Beedie"), described in more detail below, and the repayment of $2.4 million of its operating line in the first half of the year, resulting in a net increase of cash from loans and borrowings. Think also made payments of $1.6 million on lease liabilities and $1.6 million for finance costs in the first half of 2022. The Company also invested $1.9 million in intangible assets, $0.3 million in property and equipment, and paid $0.4 million of cash consideration related to a performance milestone related to an acquisition that was completed in the prior year.
• Based on the Company's unaudited financial results for the current fiscal year to date, management is updating its FY2022 revenue target to an annualized fourth-quarter run rate of between $84 million and $90 million , or $21M to $22.5M for the three months ending December 31, 2022 . Management is also adjusting its annualized fourth-quarter run rate Adjusted EBITDA 1 target to between $6 million and $9 million , or $1.5 million to $2.3 million for the three months ending December 31, 2022 .

• During the quarter, the Company entered into a credit agreement (the "Beedie Credit Agreement") on April 22, 2022 , pursuant to which Beedie issued to the Company a secured non-revolving convertible term loan of up to the principal amount of $25 million (the "Convertible Loan"), maturing on the fourth anniversary of the closing date of the Convertible Loan. As referenced above, an initial advance of $10 million was taken by Think on May 10, 2022 . Prior to repayment of the Initial Advance, Beedie has the option to convert all or any portion of the principal amount of the Initial Advance into equity at a price of $1.443 per share, subject to certain conditions. Further details regarding the Beedie Credit Agreement are available in Think's press release dated May 10, 2022 or in the Company's Q2 2022 MD&A.
• Following the Initial Advance, the Company may from time to time borrow the remaining unadvanced portion of the Convertible Loan by one or more subsequent advances (each a "Subsequent Advance") during the term of the Convertible Loan. Subsequent Advances may only be used by the Company to complete acquisitions of complementary businesses approved by Beedie, or as otherwise agreed to by Beedie. Subsequent advances will also be convertible into Common Shares of the Company subject to the terms of the Beedie Credit Agreement.
• MDBriefCase was chosen by a global pharmaceutical company to deliver high-quality educational content and programs to healthcare practitioners regarding its drug and vaccine therapies throughout 2022 and 2023 with a contract value of approximately $4.1million , with revenues to be earned based on the achievement of various contractual milestones.
• On June 28, 2022 , Think announced a contract with a major U.S.-based pharmacy to deliver business intelligence and support solutions to more than 1,700 pharmacies servicing 5.5 million patients throughout the United States . This contract is a direct result of the acquisition of Pharmapod Ltd. in the second half of fiscal 2021.

Think plans to grow revenue with improving margins by becoming an increasingly essential data solutions provider for healthcare practitioners everywhere with the goal of delivering the best outcomes for patients.

To fulfill this objective, Think's operational focus is threefold:

The objective of this operational focus, both in the short and long- term, is to generate organic revenue growth with improved margins, realize positive Adjusted EBITDA and enhance the Company's financial flexibility supporting long-term sustainability.    

The Company has obtained an advance waiver through September 30, 2022 in respect of the financial covenants set out in the Beedie Credit Agreement (the "Credit Agreement"). The Company has not committed an event of default under the Credit Agreement. The Company is in the process of obtaining the consent of Scotiabank to the Covenant Waiver, pursuant to the terms of the Scotia Credit Facility.  A copy of the Credit Agreement is available under the Company's profile on SEDAR at   www.sedar.com .

Think will be holding a conference call via webcast on August 29, 2022 , at 9:00 a.m. EST , hosted by CEO Sachin Aggarwal and interim CFO John Hayes , with a Q&A session to follow. To register for the conference call, please click  here .

Conference call dial-in:

Toronto :  416-764-8659

North American Toll-Free: 1-888-664-6392

Conference ID:61386443

Think Research Corporation is an industry leader in delivering knowledge-based digital health software solutions. The Company's focused mission is to organize the world's health knowledge so everyone gets the best care. Its evidence-based healthcare technology solutions support the clinical decision-making process, and standardize care, to facilitate better health care outcomes. The Company gathers, develops, and delivers knowledge-based solutions globally to customers which typically includes enterprise clients, hospitals, health regions, health care professionals, and / or governments. The Company has gathered a significant amount of data by building its repository of knowledge through its network and group of companies (including acquired companies).

Think licenses its solutions to over 13,000 facilities for over 300,000 primary care, acute care, and long-term care doctors, nurses and pharmacists that rely on the content and data provided by Think to support their practices.  Millions of patients and residents annually receive better care due to the essential data that Think produces, manages and delivers.

In addition, the company collects and manages pharmaceutical and clinical trial data via the BioPharma entity that Think acquired on September 10, 2021 . BioPharma is a leading provider of bioequivalence and Phase 1 clinical research services to pharmaceutical companies globally. Think's other services include a network of digital-first primary care clinics and medical clinics providing elective surgery.

This press release contains "forward-looking information" within the meaning of applicable securities laws. Forward-looking information may be identified by statements including words such as: "anticipate," "intend," "plan," "budget," "believe," "project," "estimate," "expect," "scheduled," "forecast," "strategy," "future," "likely," "may," "to be," "could,", "would," "should," "will" and similar references to future periods or the negative or comparable terminology, as well as terms usually used in the future and the conditional. Statements including forward-looking information may include, without limitation, statements regarding the Company's Revenue and Adjusted EBITDA in 2022, the expected term and value of contracts entered into in fiscal year 2021 and 2022, the funding of the Initial Advance and the availability of Subsequent Advances, the Company's strategies and growth objectives, and statements made in the "Outlook" section of this press release.

Forward-looking information reflects management's current beliefs and is based on assumptions that may prove to be incorrect, including but not limited to the Company's business objectives, results of operations, financial results and trading activity in the Common Shares. The Company considers these assumptions to be reasonable in the circumstances. However, there can be no assurance that such assumptions will reflect the actual outcome of such items or factors. By its nature, forward-looking information involves known and unknown risks, uncertainties, changes in circumstances and other factors that are difficult to predict and many of which are outside of the Company's control which may cause the Company's actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information. The Company's actual results may differ materially from those indicated in the forward-looking information. Important factors that could cause actual results to differ materially from those indicated in the forward-looking information include, among others, the risk factors described under the heading "Caution Regarding Forward Looking Information" in the Company's Management's Discussion & Analysis for the year ended December 31, 2021 , which is available on the Company's profile at  www.sedar.com . The Company has assumed that the risk factors referred to above will not cause such forward-looking statements and information to differ materially from actual results or events. The reader is cautioned to consider these and other factors, uncertainties and potential events carefully and not to put undue reliance on forward-looking statements.

Other than as specifically required by applicable Canadian law, the Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made, whether as a result of new information, future events or results, or otherwise.

This press release contains financial outlook information within the meaning of applicable securities laws. The financial outlook included in this MD&A includes, but is not limited to: the Company's target revenue and Adjusted EBITDA for the fourth quarter of 2022, the expected revenues to be realized from contracts entered into in fiscal year 2021 and 2022, the Company's objective to grow revenue with improving margins and with positive Adjusted EBITDA. The financial outlook set out in this press release is subject to the same assumptions, risk factors, limitations and qualifications set out in these cautionary statements. The financial outlook contained in this press release was approved by management as of the date of the Company's MD&A for the period ended June 30, 2022 , and was provided for the purpose of providing an outlook of the Company's activities and results and may not be appropriate for other purposes. Management believes that the financial outlook has been prepared on a reasonable basis, reflecting reasonable assumptions, estimates and judgments; however, actual results of the Company's operations may vary from those described herein. The Company disclaims any intention or obligation to update or revise any financial outlook contained in this press release, whether as a result of new information, future events or results or otherwise, unless required pursuant to applicable Canadian law. Readers are cautioned that the financial outlook contained in this press release should not be used for purposes other than for which it is disclosed herein.

Additional information about the risks and uncertainties of the Company's business and material factors or assumptions on which information contained in forward‐looking statements is based is provided in its disclosure materials, including the Company's MD&A for the year ended December 31, 2021 , which is available under the Company's profile on SEDAR at  www.sedar.com .

This press release makes reference to certain non-GAAP financial measures and non-GAAP ratios. These measures and ratios are not recognized measures under International Financial Reporting Standards ("IFRS"), do not have a standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other companies. Rather, these measures and ratios are provided as additional information to complement those IFRS measures by providing further understanding of the Company's results of operations from management's perspective. Non-IFRS measures and ratios have limitations as analytical tools and should not be considered in isolation nor as a substitute for analysis of the Company's financial information reported under IFRS and should be read in conjunction with the consolidated financial statements for the periods indicated. The Company uses non-IFRS financial measures and ratios, including "EBITDA", "Adjusted EBITDA" and "Adjusted EBITDA Margin" to provide investors with supplemental measures of its operating performance and to eliminate items that have less bearing on operating performance or operating conditions and thus highlight trends in its core business that may not otherwise be apparent when relying solely on IFRS financial measures. Specifically, the Company believes that Adjusted EBITDA and Adjusted EBITDA Margin, when viewed with the Company's results under IFRS and the accompanying reconciliations, provides useful information about the Company's business by removing potential distortions that may arise from transactions that are not operational in nature. By eliminating potential differences in results of operations between periods caused by factors such as restructuring, impairment and other charges, the Company believes that Adjusted EBITDA and Adjusted EBITDA Margin can provide a useful additional basis for comparing the current performance of the underlying operations being evaluated. The Company's agreements with lenders include certain financial performance covenants which include EBITDA (as defined in the Company's credit agreement with its senior lender and with Beedie Capital) as a component of the covenant calculations and require the Company to maintain certain levels of EBITDA on a consolidated basis. The Company believes that securities analysts, investors and other interested parties frequently use non-IFRS financial measures and ratios in the evaluation of issuers. The Company's management also uses non-IFRS financial measures and ratios in order to facilitate operating performance comparisons from period to period.

Non-GAAP financial measures and non-GAAP ratios used in this press release include:

" EBITDA " means net income (loss) before amortization and depreciation expenses, finance and interest costs, and provision for income taxes.

" Adjusted EBITDA " adjusts EBITDA for non-cash stock-based compensation expense, gains or losses arising from redemption of securities issued by the Company, asset impairment charges, gains or losses from disposals of property and equipment, foreign exchange gains or losses,  impairment charges on property and equipment, business acquisition costs, and restructuring charges.

" Adjusted EBITDA Margin " means Adjusted EBITDA divided by revenue of the Company for the applicable period.

A reconciliation of EBITDA and Adjusted EBITDA to IFRS net income (loss) is presented under "Select Information and Reconciliation of Non-IFRS Measures" in the MD&A and press release below 

SOURCE Think Research Corporation

WANT YOUR COMPANY'S NEWS FEATURED ON PRNEWSWIRE.COM?

Modal title

Digitize documentation and streamline your admissions workflow

Overcome barriers with tools and solutions made for efficiency and best-practice.

Think Research empowers long term post acute care homes and healthcare organizations to provide exceptional service and care while exceeding performance targets .

Our products are made for improved efficiency in day-to-day operations , including key tasks such as admissions and documentation. Integrated clinical content reduces variance in decision-making, improving outcomes with resident- and patient-centred care that also reduces costs.

eForms for Seniors Care

eForms replaces paper forms with a comprehensive digital documentation solution that lets long term post acute care organizations easily capture information while unlocking workflow efficiencies.

Streamline your admissions, reduce completion times and error rates, expedite consent capture, and strengthen compliance while reducing costs.

Used by over 500 organizations in 38 states, eForms is compatible with PointClickCare, MatrixCare and other systems.

Key features

• Remote digital signature capture, sharing, and form review with DocuSign integration
• Quick and easy-to-complete web-based electronic forms
• Form prepopulation using structured data from electronic health records
• Turn paper-based forms into questions and prompts that are easy to answer

Simplify and streamline your paper-based processes

• Embed content into forms tailored to your needs, ensuring fields are complete, accurate, and the right steps are followed
• Expand your operational insights with eForms’ structured data capabilities
• Get up and running within three months, not the usual 6 to 12, with hands-on assistance from our client success team
• Build compliance management across your organization through version control, required fields, and form data pre-population.

Think Research is proud to be a member of the California Association of Health Facilities  and the  Massachusetts Senior Care Association .

Product Brochure:  eForms

Case Study : How National HealthCare Corporation Modernized Admissions with eForms

Product Feature Comparisons – See how eForms compares against PointClickCare and DocuSign.

On-Demand Webinar – How eForms Can Digitize Long Term and Post Acute Care Admissions Paperwork

Spotlight is a comprehensive analytics tool for eForms that provides actionable insights for better decision-making.

Spotlight displays relevant data and let you tell complex stories and uncover hidden trends and bottlenecks.

• Combine aggregated data from multiple systems, including EHRs or third-party applications
• Customized dashboards deliver data aligned to your metrics, helping you make evidence-based decisions
• Manage and house data from a variety of sources to standardize care delivery and make insights accessible

The insight you need for better decisions

• Get insight into your operations and make the right decisions based on data
• Improve workflows and drive continuous improvement by leveraging your existing data to gain fresh insights
• Spotlight empowers you with the embedded clinical terminology, including SNOMED CT, ICD, CPT, or payer model terminologies like DRG

About Think Research

Think Research is a clinical content and technology company based in Toronto, Canada. We’re on a mission to structure the world’s healthcare knowledge and deliver it via connected technology solutions that make doing the right thing for your patients easy.

We’re proud to advance digital healthcare through our clinical standardization solutions, which remove barriers to outstanding care.

Since our founding in 2006 by critical care clinician Dr. Chris O’Connor, we’ve grown to support over 2,200 client partners in delivering exceptional care on three continents.

Accessibility | Privacy Policy

Register to View eForms Webinar

• Privacy Overview
• Strictly Necessary Cookies
• 3rd Party Cookies

This website uses cookies so that we can provide you with the best user experience possible. Cookie information is stored in your browser and performs functions such as recognizing you when you return to our website and helping our team to understand which sections of the website you find most interesting and useful. View our full privacy and cookie policies.

Strictly Necessary Cookie should be enabled at all times so that we can save your preferences for cookie settings.

If you disable this cookie, we will not be able to save your preferences. This means that every time you visit this website you will need to enable or disable cookies again.

This website uses Google Analytics and other tools to collect anonymous visitor information.

Please enable Strictly Necessary Cookies first so that we can save your preferences!