Dentalcorp Reports Fourth Quarter and Full Year 2024 Results, Declares Inaugural Dividend

Revenue growth and margin expansion combine to drive robust Adjusted EBITDA and Adjusted Free Cash Flow per share growth

Fourth Quarter 2024 Highlights

• Revenue of $397.5 million, an increase of 9.7% from the fourth quarter of 2023, with Same Practice Revenue Growth (“SPRG”)¹ of 2.7%.
• Adjusted EBITDA¹ of $73.9 million, an increase of 12.3% compared to the same period in 2023; Adjusted EBITDA Margin¹ of 18.6%, an increase of 40 basis points over the same period in 2023.
• Adjusted Free Cash Flow¹ and Adjusted Free Cash Flow per Share¹ of $39.3 million and $0.20, an increase of 15.9% and 11.1%, respectively, over the same period in 2023; Adjusted Net Income¹ of $27.4 million.
• Net debt / PF Adjusted EBITDA after rent Ratio¹ of 3.8x, a decrease of 0.6x compared to the same period in 2023.
• Acquired 12 new practice locations which are expected to generate $10.3 million in PF Adjusted EBITDA after rent¹ at 7.2x, expanding Dentalcorp’s national footprint to 561 locations.

Full Year 2024 Highlights

• Revenue of $1,545.1 million, an 8.4% increase over the previous year, with SPRG¹ of 2.3%.
• Adjusted EBITDA¹ of $285.2 million, representing a 9.8% increase over the prior year; Adjusted EBITDA Margin¹ of 18.5%, an increase of 30 basis points over the prior year.
• Adjusted Free Cash Flow¹ and Adjusted Free Cash Flow per Share¹ of $151.8 million and $0.79, an increase of 19.3% and 16.2%, respectively, over the prior year.
• Acquired 30 new practice locations, expected to generate $21.4 million in PF Adjusted EBITDA after rent¹, expanding our operational footprint to 561 dental practices by year's end and reinforcing our position as the partner of choice.
• Completed the year with substantial liquidity of $432.5 million, comprised of cash on hand and available undrawn debt capacity.

Full Year 2025 Outlook

• Revenue for the year is estimated to increase by 10.0% to 11.0% over fiscal 2024 (to between $1,699.6M and $1,715.1M), and SPRG¹ for the year is expected to be 3.0% to 5.0%.
• Adjusted EBITDA Margin¹ is estimated to increase by 20+ basis points over 2024 levels to approximately 18.7% and Adjusted EBITDA¹ is estimated to increase to between $317.8M and $320.7M.
• Expect to complete acquisitions representing PF Adjusted EBITDA after rent¹ of $25 million+.
• Pre-Tax Adjusted Free Cash Flow per Share¹ to grow by 15%+.

First Quarter 2025 Outlook

• Revenue and SPRG¹ for the first quarter of 2025 are estimated to increase by 8.0% to 9.0% (to between $402.2M and $405.9M) and 3.0% to 5.0%, respectively, over the first quarter of 2024.
• Adjusted EBITDA Margin¹ for the first quarter of 2025 is estimated to increase by 20 basis points from the first quarter of 2024 and Adjusted EBITDA¹ is estimated to increase to between $74.4M and $75.1M.
• Expect to complete acquisitions representing PF Adjusted EBITDA after rent¹ of $8 million+.

^(¹) Non-IFRS financial measure, non-IFRS ratio, or supplementary financial measure. For comprehensive definitions and quantitative reconciliations, please refer to the “Non-IFRS and Other Financial Measures” section within this news release.

TORONTO--(BUSINESS WIRE)--dentalcorp Holdings Ltd. (“Dentalcorp” or the “Company”) (TSX: DNTL), Canada’s largest and one of North America’s fastest growing networks of dental practices, today announced its financial and operating results for the fourth quarter and full year ended December 31, 2024. All financial figures are in Canadian dollars unless otherwise indicated.

“Our teams across the country delivered another year of exceptional results, with fourth quarter revenue and Adjusted EBITDA growth of approximately 10% and 12%, respectively, over the fourth quarter of 2023. Full year revenue and Adjusted EBITDA grew by approximately 8% and 10%, respectively, over the prior year. We continued to realize operating leverage across the business, with fourth quarter Adjusted EBITDA Margin expanding 40 basis points over the fourth quarter of 2023 to 18.6%, translating to full year 2024 Adjusted EBITDA Margin of 18.5%, exceeding our expectations,” said Graham Rosenberg, CEO and Chairman of Dentalcorp.

“We generated $151.8 million in Adjusted Free Cash Flow in 2024, translating to full year Adjusted Free Cash Flow per Share growth of 16%, in line with expectations,” Rosenberg continued. “This led to continued deleveraging, with our Net Debt / PF Adjusted EBITDA after rent Ratio decreasing to 3.8x, a reduction of 0.6x from the fourth quarter of 2023.”

“During 2024, we acquired 30 new practices that are expected to generate $21.4 million in PF Adjusted EBITDA after rent, at an average multiple of 7.0x, exceeding our expectations,” Nate Tchaplia, President and Chief Financial Officer said.

“With regards to the federal government’s Canadian Dental Care Plan (“CDCP”), we have treated over 80,000 CDCP patients with over 90% of our practices currently accepting CDCP patients. During the fourth quarter of 2024, SPRG was impacted by the deferral of appointments in the 19-64 age cohort as they awaited their official start date under the program,” Tchaplia continued.

“We are looking forward to a strong 2025, where we expect to see SPRG of 3.0% to 5.0%, an accelerated pace of M&A with acquisitions representing $25 million+ of PF Adjusted EBITDA after rent, Pre-tax Adjusted Free Cash flow per Share growth of 15%+, and another year of Adjusted EBITDA Margin expansion of 20+ basis points,” Rosenberg concluded.

Inaugural Dividend:

As part of the Company’s long-term strategy to maximize shareholder value, the Company’s Board of Directors (the “Board”) has authorized a dividend of $0.025 per Subordinate Voting Share and Multiple Voting Share, payable on April 22, 2025 to shareholders of record at the close of business on April 4, 2025.

“Our robust free cash flow enables us to maintain a strong M&A program and return capital to shareholders, all while deleveraging. This approach is consistent with our overall strategy of maximizing value for all of our shareholders, including those in our nationwide network of 10,000+ dentists, health care professionals, and support staff throughout the country,” said Rosenberg.

It is the intention of the Board to review the amount of the dividend on a quarterly basis. Future declarations will be dependent on, among other things, the prevailing business environment, the Company’s financial and operating results and financial condition, the need for funds to finance ongoing operations or growth initiatives, and other business conditions which the Corporation’s Board of Directors considers relevant.

Consolidated Financial Results

	Three months ended December 31,		Year ended December 31,
	2024	2023	2024	2023
	$	$	$	$
	(expressed in millions of dollars)		(expressed in millions of dollars)
Revenue	397.5	362.2	1,545.1	1,425.7
Cost of revenue	197.8	182.3	772.4	716.3
Gross profit	199.7	179.9	772.7	709.4
Selling, general and administrative expenses	130.1	117.9	502.7	474.4
Depreciation and amortization	51.0	50.7	204.7	203.1
Share-based compensation	2.8	5.1	12.6	12.1
Foreign exchange (gain) loss	(0.4)	0.3	(0.7)	0.3
Net finance costs	23.0	23.2	92.4	93.1
Change in fair value of financial instruments at fair value through profit or loss	5.3	23.6	24.8	5.6
Other losses	8.2	2.2	10.9	23.3
Loss before income taxes	(20.3)	(43.1)	(74.7)	(102.5)
Income tax recovery	(7.2)	(7.9)	(15.3)	(16.9)
Net loss and comprehensive loss	(13.1)	(35.2)	(59.4)	(85.6)

Other Metrics

Adjusted EBITDA^(a)	73.9	65.8	285.2	259.7
Adjusted net income^(a)	27.4	0.1	81.5	66.3
Adjusted free cash flow^(a)	39.3	33.9	151.8	127.2

(a)	Non-IFRS financial measure, non-IFRS ratio or supplementary financial measure. See the “Non-IFRS and Other Financial Measures and Ratios” section of this release for definitions and quantitative reconciliations.

Conference Call Notification

The Company will hold a conference call to provide a business update on Friday, March 21, 2025, at 8:30 a.m. ET. A question-and-answer session will follow the business update.

LIVE CONFERENCE DETAILS
DATE:	Friday, March 21, 2025
TIME:	8:30 a.m. ET
WEBCAST:	https://events.q4inc.com/attendee/111342934
DIAL-IN NUMBERS:	1 [phone] or 1 [phone]
CONFERENCE ID:	9097710
REPLAY:	Available for two weeks after the call
DIAL-IN NUMBERS:	1 [phone] or 1 [phone]
CONFERENCE ID:	9097710

Non-IFRS and Other Financial Measures and Ratios

As appropriate, we supplement our results of operations determined in accordance with IFRS with certain non-IFRS and other financial measures and ratios that we believe are useful to investors, lenders and others in assessing our performance and highlighting trends in our core business that may not otherwise be apparent when relying solely on IFRS measures. Our management also uses non-IFRS measures for purposes of comparing to prior periods; preparing annual operating budgets; developing future projections and earnings growth prospects; measuring the profitability of ongoing operations; analyzing our financial condition, business performance and trends, including the operating performance of the business after taking into consideration the acquisitions of dental practices; and determining components of employee compensation. As such, these measures are provided as additional information to complement IFRS measures by providing further understanding of our results of operations from management’s perspective, including how we evaluate our financial performance and how we manage our capital structure. We also believe that securities analysts, investors and other interested parties frequently use these non-IFRS and other financial measures and ratios and industry metrics in the evaluation of issuers. These non-IFRS and other financial measures and ratios are not recognized measures under IFRS and do not have a standardized meaning prescribed by IFRS and may include or exclude certain items as compared to similar IFRS measures and may not be comparable to similarly-titled measures reported by other companies. Accordingly, these measures should not be considered in isolation nor as a substitute for analysis of our financial information reported under IFRS. For further information on non-IFRS and other financial measures and ratios, including the most directly comparable IFRS measures, composition of the measures, a description of how we use these measures, an explanation of how these measures are useful to investors and applicable reconciliations, refer to the “Non-IFRS and Other Financial Measures”, “Non-IFRS Financial Measures”, “Non-IFRS Ratios” and “Certain Supplementary Financial Measures” sections of management’s discussion and analysis of operations for the three months and year ended December 31, 2024, which is available on the Company’s profile on SEDAR+ at www.sedarplus.ca.

EBITDA

“EBITDA” means, for the applicable period, net loss and comprehensive loss plus (a) net finance costs, (b) income tax recovery, and (c) depreciation and amortization. Management does not use EBITDA as a financial performance metric, but we present EBITDA to assist investors in understanding the mathematical development of Adjusted EBITDA and Same Practice EBITDA Growth. The most comparable IFRS measure to EBITDA is Net loss and comprehensive loss, for which a reconciliation is provided below.

	Three months ended December 31,		Year ended December 31,
	2024	2023	2024	2023
	$	$	$	$
	(expressed in millions of dollars)		(expressed in millions of dollars)
Net loss and comprehensive loss	(13.1)	(35.2)	(59.4)	(85.6)
Adjustments:
Net finance costs	23.0	23.2	92.4	93.1
Income tax recovery	(7.2)	(7.9)	(15.3)	(16.9)
Depreciation and amortization	51.0	50.7	204.7	203.1
EBITDA	53.7	30.8	222.4	193.7

Adjusted EBITDA

“Adjusted EBITDA” is calculated by adding to EBITDA certain expenses, costs, charges or benefits incurred in such period which in management’s view are either not indicative of underlying business performance or impact the ability to assess the operating performance of our business, including: (a) net impact of unrealized foreign exchange gains or losses on non-cash balances and share of associate losses; (b) share-based compensation; (c) external acquisition expenses; (d) change in fair value of financial instruments at fair value through profit of loss; (e) strategic review costs; (f) other corporate costs; (g) loss on disposal of dental practices; (h) loss on disposal and impairment of property and equipment and intangible assets; (i) loss on settlement of other receivables; (j) impairment of right-of-use assets; (k) post-employment benefits; and (l) short-term benefits. Adjusted EBITDA is a supplemental measure used by management and other users of our financial statements to assess the financial performance of our business without regard to the effects of interest, depreciation and amortization costs, expenses that are not considered reflective of underlying business performance, and other expenses that are expected to be one-time or non-recurring. We use Adjusted EBITDA to facilitate a comparison of our operating performance on a consistent basis from period to period and to provide for a more complete understanding of factors and trends affecting our business. The most comparable IFRS measure to Adjusted EBITDA is Net loss and comprehensive loss.

Adjusted EBITDA Margin

“Adjusted EBITDA Margin” means Adjusted EBITDA divided by revenue. We use Adjusted EBITDA Margin to facilitate a comparison of our operating performance on a consistent basis from period to period and to provide for a more complete understanding of factors and trends affecting our business.

	Three months ended December 31,		Year ended December 31,
	2024	2023	2024	2023
	$	$	$	$
	(expressed in millions of dollars)		(expressed in millions of dollars)
EBITDA	53.7	30.8	222.4	193.7
Add:
Net impact of unrealized foreign exchange gains or losses on non-cash balances and share of associate losses^(a)	—	—	—	0.1
Share-based compensation	2.8	5.1	12.6	12.1
External acquisition expenses^(b)	1.2	0.8	4.3	4.3
Change in fair value of financial instruments at fair value through profit or loss	5.3	23.6	24.8	5.6
Strategic review costs^(c)	—	0.1	—	6.4
Other corporate costs^(d)	2.7	1.9	7.4	13.0
Loss on disposal of dental practices^(e)	8.0	—	10.3	21.0
Loss on disposal and impairment of property and equipment and intangible assets^(f)	0.2	2.2	0.6	2.2
Post-employment benefits^(g)	—	—	2.3	—
Short-term benefits^(h)	—	—	0.5	—
Loss on settlement of other receivables^(i)	—	0.9	—	0.9
Impairment of right-of-use assets^(j)	—	0.4	—	0.4
Adjusted EBITDA	73.9	65.8	285.2	259.7
Adjusted EBITDA Margin	18.6 %	18.2 %	18.5 %	18.2 %

(a)	Represents the sum of (i) unrealized foreign exchange gains or losses on non-cash balances and (ii) share of associate losses.
(b)	Represents professional fees and other expenses paid to third parties that are incurred in connection with individual practice acquisitions and are not related to the underlying business operations of the Company.
(c)	Represents costs related to the strategic review process and other costs incurred by the Company to evaluate strategic alternatives to unlock shareholder value.
(d)	Represents costs associated with the implementation of new corporate technology systems, the undertaking of vendor consolidations, termination benefits and restructuring activities, and professional fees related to the settlement of the management loan program and issuance of preferred shares, executive search arrangements, other non-recurring capital market initiatives and the implementation of the CDCP. Also included are costs associated with the purchase of profit rights held by Associate dentists in the cash flows of our dental practices and losses of dental practices that were disposed of during the period.
(e)	Represents the loss on disposal of dental practices that were disposed of during the three months and years ended December 31, 2024 and 2023.
(f)	Represents the loss on disposal and impairment of property and equipment and intangible assets which primarily occurred upon the closure of certain dental practice locations and the subsequent disposal of leasehold improvements and equipment that could not be transferred to other dental practices.
(g)	Represents post-employment benefits provided to the Company’s former President.
(h)	Represents short-term benefits paid to the CEO during the year ended December 31, 2024 in contemplation of the CEO continuing to facilitate the leadership changes announced in June 2024 (see “Company Overview – Recent Company Developments”) and developing a long-term plan to assist the Board in driving sustained value for the Company’s practices, patients and shareholders.
(i)	Associated with the MLP, the Company provided a deemed interest benefit to the MLP Managers on the MLP Loans. Income taxes on the deemed interest benefit are paid by the Company on behalf of the MLP Managers and are then repayable by the MLP Managers to the Company. On the restructuring of certain of the MLP Loans during the year ended December 31, 2023, $0.9 million of the cumulative deemed interest benefit owing by certain of the MLP Managers were settled and a loss of $0.9 million was included in employment expenses in selling, general and administrative expenses in the consolidated statements of loss and comprehensive loss.
(j)	Represents impairment of right-of-use assets recognized during the three months and year ended December 31, 2023.

Adjusted Free Cash Flow

“Adjusted free cash flow” is calculated by adding or subtracting from cash flow from operating activities: (a) external acquisition expenses; (b) strategic review costs; (c) other corporate costs; (d) post-employment benefits; (e) short-term benefits; (f) repayment of principal on leases; (g) maintenance capital expenditure; and (h) changes in working capital. We use Adjusted free cash flow to facilitate a comparison of our operating performance on a consistent basis from period to period, to provide for a more complete understanding of factors and trends affecting our business, and to determine components of employee compensation. The most comparable IFRS measure to Adjusted free cash flow is cash flow from operating activities, for which a reconciliation is provided below.

Adjusted free cash flow per Share

“Adjusted free cash flow per Share” means Adjusted free cash flow divided by the total number of Shares on a fully diluted basis. Adjusted free cash flow per Share is utilized to determine components of employee compensation.

Pre-tax Adjusted Free Cash Flow

“Pre-tax Adjusted free cash flow” in respect of a period means Adjusted free cash flow less cash income tax (recovery) expense. We use Pre-tax Adjusted free cash flow to facilitate a comparison of our operating performance on a consistent basis from period to period, to provide for a more complete understanding of factors and trends affecting our business, and to determine components of employee compensation. The most comparable IFRS measure to Pre-tax Adjusted free cash flow is cash flow from operating activities.

Pre-tax Adjusted Free Cash Flow per Share

“Pre-tax Adjusted free cash flow per Share” means Pre-tax Adjusted free cash flow, divided by the total number of Shares on a fully diluted basis. Pre-tax Adjusted free cash flow per Share is utilized to determine components of employee compensation.

	Three months ended December 31,		Year ended December 31,
	2024	2023	2024	2023
	$	$	$	$
	(expressed in millions of dollars)		(expressed in millions of dollars)
Cash flow from operating activities	44.5	38.7	194.2	153.4
Adjustments:
External acquisition expenses^(a)	1.2	0.8	4.3	4.3
Strategic review costs^(b)	—	0.1	—	6.4
Other corporate costs^(c)	2.7	1.9	7.4	13.0
Post-employment benefits^(d)	—	—	2.3	—
Short-term benefits^(e)	—	—	0.5	—
	48.4	41.5	208.7	177.1
Deduct:
Repayment of principal on leases	(7.0)	(6.6)	(26.8)	(26.0)
Maintenance capital expenditure^(f)	(5.4)	(2.9)	(18.1)	(14.4)
Changes in working capital^(g)	3.3	1.9	(12.0)	(9.5)
Adjusted free cash flow	39.3	33.9	151.8	127.2

(a)	Represents professional fees and other expenses paid to third parties that are incurred in connection with individual practice acquisitions and are not related to the underlying business operations of the Company.
(b)	Represents costs related to the strategic review process and other costs incurred by the Company to evaluate strategic alternatives to unlock shareholder value.
(c)	Represents costs associated with the implementation of new corporate technology systems, the undertaking of vendor consolidations, termination benefits and restructuring activities, and professional fees related to the settlement of the management loan program and issuance of preferred shares, executive search arrangements, other non-recurring capital market initiatives and the implementation of the CDCP. Also included are costs associated with the purchase of profit rights held by Associate dentists in the cash flows of our dental practices and losses of dental practices that were disposed of during the period.
(d)	Represents post-employment benefits provided to the Company’s former President.
(e)	Represents short-term benefits paid to the CEO during the year ended December 31, 2024 in contemplation of the CEO continuing to facilitate the leadership changes announced in June 2024 (see “Company Overview – Recent Company Developments”) and developing a long-term plan to assist the Board in driving sustained value for the Company’s practices, patients and shareholders.
(f)	Represents capital expenditures for general maintenance and safety compliance of dental practices for the period.
(g)	Represents the change in non-cash working capital items for the period.

Adjusted Net Income

“Adjusted net income” is calculated by adding to Net loss and comprehensive loss certain expenses, costs, charges or benefits incurred in such period which in management’s view are either not indicative of underlying business performance or impact the ability to assess the operating performance of our business, including: (a) amortization of intangible assets; (b) share-based compensation; (c) change in fair value of contingent consideration; (d) external acquisition expenses; (e) strategic review costs; (f) other corporate costs; (g) loss on disposal of dental practices; (h) change in fair value of preferred shares; (i) loss on disposal and impairment of property and equipment and intangible assets; (j) loss on settlement of other receivables; (k) impairment of right-of-use assets; (l) loss on modification of borrowings; (m) post-employment benefits; (n) short-term benefits; (o) change in fair value of other financial liability; and (p) the tax impact of the above. We use Adjusted net income to facilitate a comparison of our operating performance on a consistent basis from period to period and to provide for a more complete understanding of factors and trends affecting our business. The most comparable IFRS measure to Adjusted net income is Net loss and comprehensive loss, for which a reconciliation is provided below.

	Three months ended December 31,		Year ended December 31,
	2024	2023	2024	2023
	$	$	$	$
	(expressed in millions of dollars)		(expressed in millions of dollars)
Net loss and comprehensive loss	(13.1)	(35.2)	(59.4)	(85.6)
Adjustments:
Amortization of intangible assets	29.4	26.5	110.8	104.3
Share-based compensation	2.8	5.1	12.6	12.1
Change in fair value of contingent consideration^(a)	(1.2)	(0.1)	3.8	0.8
Change in fair value of other financial liability^(b)	3.0	—	3.0	—
Change in fair value of preferred shares^(c)	(0.2)	1.1	(1.6)	6.9
External acquisition expenses^(d)	1.2	0.8	4.3	4.3
Strategic review costs^(e)	—	0.1	—	6.4
Other corporate costs^(f)	2.7	1.9	7.4	13.0
Loss on disposal of dental practices^(g)	8.0	—	10.3	21.0
Loss on disposal and impairment of property and equipment and intangible assets^(h)	0.2	2.2	0.6	2.2
Loss on modification of borrowings^(i)	—	—	2.3	—
Post-employment benefits^(j)	—	—	2.3	—
Short-term benefits^(k)	—	—	0.5	—
Loss on settlement of other receivables^(l)	—	0.9	—	0.9
Impairment of right-of-use assets^(m)	—	0.4	—	0.4
	32.8	3.7	96.9	86.7
Tax impact of the above	(5.4)	(3.6)	(15.4)	(20.4)
Adjusted net income	27.4	0.1	81.5	66.3

(a)	On acquisition, and at each subsequent reporting date, obligations under earn-out arrangements are measured at fair value with the changes in fair value recognized in the consolidated statement of loss and comprehensive loss.
(b)	During the years ended December 31, 2024 and 2023, the Company launched several De novo practices, whereby the Company issued certain put and call options over the Associate Dentists’ profit rights measured at each reporting date, which have been classified as a financial liability in the consolidated statements of financial position, and designated by the Company at FVTPL in the consolidated statements of loss and comprehensive loss.
(c)	The Management Preferred Shares are classified as a financial asset at FVTPL. During the three months and year ended December 31, 2024, the Company recognized a gain on change in fair value of preferred shares of $0.2 million and $1.6 million, respectively, in the consolidated statements of loss and comprehensive loss (three months and year ended December 31, 2023 – a loss of $1.1 million and $6.9 million, respectively).
(d)	Represents professional fees and other expenses paid to third parties that are incurred in connection with individual practice acquisitions and are not related to the underlying business operations of the Company.
(e)	Represents costs related to the strategic review process and other costs incurred by the Company to evaluate strategic alternatives to unlock shareholder value.
(f)	Represents costs associated with the implementation of new corporate technology systems, the undertaking of vendor consolidations, termination benefits and restructuring activities, and professional fees related to the settlement of the management loan program and issuance of preferred shares, executive search arrangements, other non-recurring capital market initiatives and the implementation of the CDCP. Also included are costs associated with the purchase of profit rights held by Associate dentists in the cash flows of our dental practices and losses of dental practices that were disposed of during the period.
(g)	Represents the loss on disposal of dental practices that were disposed of during the three months and years ended December 31, 2024 and 2023.
(h)	Represents the loss on disposal and impairment of property and equipment and intangible assets which primarily occurred upon the closure of certain dental practice locations and the subsequent disposal of leasehold improvements and equipment that could not be transferred to other dental practices.
(i)	Represents the loss on modification of the Credit Facilities (as defined herein) upon entering into the Second Amended Credit Agreement (as defined herein) during the three months ended March 31, 2024. See “Liquidity and Capital Resources – Current Credit Facilities”.
(j)	Represents post-employment benefits provided to the Company’s former President.
(k)	Represents short-term benefits paid to the CEO during the year ended December 31, 2024 in contemplation of the CEO continuing to facilitate the leadership changes announced in June 2024 (see “Company Overview – Recent Company Developments”) and developing a long-term plan to assist the Board in driving sustained value for the Company’s practices, patients and shareholders.
(l)	Associated with the MLP, the Company provided a deemed interest benefit to the MLP Managers on the MLP Loans. Income taxes on the deemed interest benefit are paid by the Company on behalf of the MLP Managers and are then repayable by the MLP Managers to the Company. On the restructuring of certain of the MLP Loans during the year ended December 31, 2023, $0.9 million of the cumulative deemed interest benefit owing by certain of the MLP Managers were settled and a loss of $0.9 million was included in employment expenses in selling, general and administrative expenses in the consolidated statements of loss and comprehensive loss.
(m)	Represents impairment of right-of-use assets recognized during the three months and year ended December 31, 2023.

PF Adjusted EBITDA

“PF Adjusted EBITDA” in respect of a period means Adjusted EBITDA for that period plus the Company’s estimate of the additional Adjusted EBITDA that it would have recorded if it had acquired each of the dental practices that it acquired during that period on the first day of that period, calculated in accordance with the methodology described in the reconciliation table in “Reconciliation of Non-IFRS Measures”. Both creditors and the Company use PF Adjusted EBITDA to assess our borrowing capacity, which management believes, given the highly acquisitive nature of our business, is more reflective of our operating performance. We also use PF Adjusted EBITDA to determine components of employee compensation. The most comparable IFRS measure to PF Adjusted EBITDA is Net loss and comprehensive loss.

	Twelve months ended December 31,
	2024	2023
	(expressed in millions of dollars)
Adjusted EBITDA	285.2	259.7
Add:
Acquisition adjustment^(a)	14.7	14.0
PF Adjusted EBITDA	299.9	273.7

(a)

The Company regularly acquires dental practices and estimates that if the acquisitions for the twelve months ended December 31, 2024 and December 31, 2023 had occurred on the first day of the applicable fiscal period, it would have recorded additional Adjusted EBITDA of $14.7 million, and $14.0 million for the twelve months ended December 31, 2024 and December 31, 2023, respectively. These estimates are based on the amount of Practice-Level EBITDA budgeted by us to be earned by the relevant practices at the time of their acquisition by us. There can be no assurance that if we had acquired these practices on the first day of the applicable fiscal period, they would have actually generated such budgeted Practice-Level EBITDA, nor is this estimate indicative of future results.

PF Adjusted EBITDA after rent

“PF Adjusted EBITDA after rent” in respect of a period means PF Adjusted EBITDA less interest and principal repayments on leases and lease interest and principal repayments on acquisitions. Both creditors and the Company use PF Adjusted EBITDA after rent to assess our borrowing capacity, which management believes, given the highly acquisitive nature of our business, is more reflective of our operating performance. The most comparable IFRS measure to PF Adjusted EBITDA after rent is Net loss and comprehensive loss.

	Twelve months ended December 31, 2024
	(expressed in millions of dollars)
PF Adjusted EBITDA	299.9
Deduct:
Lease interest and principal repayments	(45.2)
Lease interest and principal repayments on acquisitions	(1.2)
PF Adjusted EBITDA after rent	253.5

Net debt / PF Adjusted EBITDA after rent Ratio

“Net debt / PF Adjusted EBITDA after rent Ratio” means non-current borrowings divided by PF Adjusted EBITDA after rent. We use Net debt / PF Adjusted EBITDA after rent Ratio to assess our borrowing capacity.

Same Practice Revenue Growth

“Same Practice Revenue Growth” in respect of a period means the percentage change in revenue derived from Established Practices in that period as compared to revenue from the same dental practices in the corresponding period in the immediately prior year.

About Forward-Looking Information

This release includes forward-looking information and forward-looking statements within the meaning of applicable Canadian securities legislation, including the Securities Act (Ontario). Forward-looking information includes, but is not limited to, statements about the Company’s objectives, strategies to achieve those objectives, our financial outlook, and the Company’s beliefs, plans, expectations, anticipations, estimates, or intentions. Forward-looking information includes words like could, expect, may, anticipate, assume, believe, intend, estimate, plan, project, guidance, outlook, target, and similar expressions suggesting future outcomes or events.

Our forward-looking information includes, but is not limited to, the information and statements under “Outlook” relating to our goals for the three months ended March 31, 2025 and the year ended December 31, 2025 for Revenue, Same Practice Revenue Growth, Adjusted EBITDA Margin and Pre-tax Adjusted free cash flow per Share, as well as our medium-term expectations regarding Same Practice Revenue Growth, PF Adjusted EBITDA after rent attributable to practices acquired in 2025, and Net Debt / PF Adjusted EBITDA after rent Ratio. Such forward-looking information relating to these metrics are not projections; they are goals based on the Company’s current strategies and may be considered forward-looking information under applicable securities laws and subject to significant business, economic, regulatory and competitive uncertainties and contingencies, many of which are beyond the control of the Company and its management.

The purpose of disclosing such forward-looking information is to provide investors with more information concerning the financial results that the Company currently believes are achievable based on the assumptions below. Readers are cautioned that the information may not be appropriate for other purposes. While these targets are based on underlying assumptions that management believes are reasonable in the circumstances, readers are cautioned that actual results may vary materially from those described herein.

Forward-looking statements are necessarily based upon management’s perceptions of historical trends, current conditions and expected future developments, as well as a number of specific factors and assumptions that, while considered reasonable by management as of the date on which the statements are made, are inherently subject to significant business, economic and competitive uncertainties and contingencies which could result in actions, events, conditions, results, performance or achievements to be different or materially different from those projected in the forward-looking statements. Forward-looking information is based on many factors and assumptions including, but not limited to, the impact of, and the enrollment of patients in, the CDCP; expectations regarding the Company’s business, operations and capital structure ; that the Company’s acquisition program continues as it has historically, including the Company maintaining its ability to continue to make and integrate acquisitions at attractive valuations including a reduction in acquisition purchase multiples as compared to prior periods; the Company’s ability to realize pricing increases, materially driven by Provincial fee guides; a continued increase in patient visit volumes through patient recall and insourcing initiatives that drive the expansion of service offerings and frequency of visits to contribute to optimal patient care; the impact of the investments the Company has made in its corporate infrastructure and teams, and the upgrades to its core information technology systems; the Company’s ability to mitigate anticipated supply chain disruptions, geopolitical risks, inflationary pressures and labour shortages, and generate cash flow; no changes in the competitive environment or legal or regulatory developments affecting our business; and visits by patients to our Practices at or above the same rate as current visits.

Actual results and the timing of events may differ materially from those anticipated in the forward-looking information as a result of known and unknown risk factors, many of which are beyond the control of the Company, and could cause actual results to differ materially from the forward-looking statements. Such risks include, but are not limited to, the Company’s potential inability to successfully execute its growth strategy and complete additional acquisitions; its dependence on the integration and success of its acquired dental practices; its dependence on the parties with which the Company has contractual arrangements and obligations; changes in relevant laws, governmental regulations and policy and the costs incurred in the course of complying with such changes; risks relating to the current economic environment; risk associated with disease outbreaks; competition in the dental industry; increases in operating costs; litigation and regulatory risk; and the risk of a failure in internal controls and other factors described under “Risk Factors” in the AIF and in this MD&A. Accordingly, we warn readers to exercise caution when considering statements containing forward-looking information and caution them that it would be unreasonable to rely on such statements as creating legal rights regarding the Company’s future results or plans. We are under no obligation (and we expressly disclaim any such obligation) to update or alter any statements containing forward-looking information or the factors or assumptions underlying them, whether as a result of new information, future events, or otherwise, except as required by applicable securities laws. All of the forward-looking information in this release is qualified by the cautionary statements herein.

About Dentalcorp

Dentalcorp is Canada's largest and one of North America's fastest growing networks of dental practices, committed to advancing the overall well-being of Canadians by delivering the best clinical outcomes and unforgettable experiences. Dentalcorp acquires leading dental practices, uniting its network in a common goal: to be Canada's most trusted healthcare network. Leveraging its industry-leading technology, know-how and scale, Dentalcorp offers professionals the unique opportunity to retain their clinical autonomy while unlocking their potential for future growth. To learn more, visit dentalcorp.ca.