Thank you for standing by. Welcome to the ImExHS conference call on the acquisition of radiology service provider, RIMAB SAS. All participants are in a listen-only mode. There will be a presentation by Doug Flynn, Chairman of ImExHS, followed by a question and answer session with CEO, Dr Germán Arango, and CFO, Reena Minhas. Presentation is based on slides lodged with ASX yesterday morning. If you wish to ask a question, you will need to press the star key, followed by the number one on your telephone keypad. I would now like to hand the conference over to Mr Doug Flynn. Please go ahead. Good morning, ladies and gentlemen. My name is Doug Flynn. I'm the Chairman of ImExHS Limited, and with me on the call is Dr Germán Arango, CEO of ImExHS, and Reena Minhas, our CFO. As Germán is also the principal shareholder of RIMAB, I will lead this discussion but will rely on Germán for questions at the end. I'll start with an overview of the acquisition. Please turn to slide two of the presentation pack lodged with the ASX yesterday morning. ImExHS will, subject to shareholder approval, acquire RIMAB SAS. for consideration of AUD 8.5 million. With estimated purchase price adjustments, which will be satisfied in cash of approximately AUD 1.4 million and shares of around AUD 3.6 million at AUD 1.76 each, being the 10-day VWAP to three days prior to the announcement. The acquisition represents 6.6x RIMAB's 2020 EBITDA of AUD 1.5 million, and it's expected to be earnings accretive to shareholders. RIMAB's 2020 revenue was AUD 9 million, and post-acquisition on a consolidated basis, AUD 3.2 million. The difference between these two amounts relates to related party transactions of AUD 4.4 million in ImExHS's accounts and AUD 1.2 million in RIMAB's accounts, plus a small foreign exchange difference. Because this is a related party transaction, there has been strict separation of responsibilities of parties, and Dr Arango has played no part in the board's consideration of this transaction. The non-executive directors have undertaken extensive due diligence in regard to both the company and commercial due diligence of the radiology market in Latin America. Slide three provides you with further details about RIMAB. Establishment of RIMAB in 2012 predates a reverse takeover of [audio distortion] in 2018. At the time, the board involved in the RTO decided not to include RIMAB in the float. Over time, ImExHS and RIMAB have done an increasing amount of business together and have several joint agreements with customers. Taking advantage of the practice of outsourced radiology services for major hospital groups in Colombia, RIMAB has shown strong growth. The use of ImExHS software has facilitated RIMAB's local radiology and internationally teleradiology in Spain. Slide four highlights the key benefits of the acquisition. Access to the database of reports generated by RIMAB and ImExHS radiologists is important to the ongoing development of AI tools to expand and enhance our software offering. Similarly, trialing and feedback of new software releases, in particular user interface and user experience, requires direct and easy access to the user body. RIMAB is profitable, and we would expect the acquisition to be accretive at every level. It is growing and has ongoing solid growth drivers. Importantly, it removes a related party situation and facilitates a path to greater transparency for shareholders. In conjunction with that, we are able to establish a better-defined management structure as the RIMAB management team will oversee ImExHS's radiology managed services. Slide five shows you how RIMAB fits into the radiology process. Moving to slide six. RIMAB is well-positioned for growth domestically and internationally. It has a strong presence in the Colombian market with a 5% market share in Bogotá and has a foothold in Spain. Its high-quality radiology team and experience in using RIMAB software means RIMAB is well-placed to expand its presence in Colombia and other countries in Latin America, Spain, and the U.S.. Slide seven demonstrates how RIMAB is helping ImExHS to develop AI capabilities. Developing AI capabilities will provide both parties with a competitive advantage. Access to a growing radiology database, with agreement from our clients, gives us fast and powerful access for AI training and beta testing for new releases. Slide eight touches on the future benefits of a combined group. The role of technology in radiology, in particular AI, will increase in the future and benefit both ImExHS and RIMAB and their customers. Turning to slide nine, RIMAB acquisition broadens our customer offering in radiology service provision and strengthens our software as a service offerings. Turning to slide 10, the addressable market for RIMAB in both Colombia and Latin America is huge and driven by increased demand for remote radiology services due to high setup costs, scarcity of high-quality radiologists, turnaround time, and price. Moving on to the timetable on slide 11, we expect to send out the notice of meeting mid-August for an extraordinary general meeting to be held mid-September. An EGM is required to approve this transaction because this acquisition is a substantial asset and a related-party transaction. Related to these matters is an independent expert report. An independent expert report is required to inform shareholders, and this report will be appended to the notice of meeting. Thank you very much. I'll turn it back to the operator to field any questions you may have. Thank you. If you wish to ask a question, please press star one on your telephone and wait for the name to be announced. If you wish to cancel your request, please press star two. If you want a speakerphone, please pick up your handset to ask a question. Your first question comes from Glenn with [audio distortion]. Please go ahead. Yeah. Good afternoon, gentlemen. I was just curious to get some feedback. The market doesn't seem to like the transaction. Any comments in relation to why that might be? I think the original approach by the board at the time when the RTO was established was to put in place a pure play software as a service business. The fact of the matter is, though, it pretty much always had some radiology services business in it, and it's had a significant related party issue attached to that. I've had several shareholders comment on that, and seeking us to solve that problem at some point. I think this company is going to remain very focused on the software as a service business, and the development and deployment of our software remains first in our minds and our first priority. What we do have is interwoven businesses in radiology services, and it's profitable, it's growing, and quite frankly, we can do two things. We can build that business out, and at the same time continue to grow and build out our software business. Everyone likes to see their shares going up every day. Quite frankly, if our shares go up over the course of the next one year, two years, I'll be happy with that, as we see our software business grow and as our radiology services business grow. Is the strategy going forward, if I could just ask a follow-on question, to continue to develop the technology, but also the physical radiology businesses? Yes. Categorically, we're not changing direction. We're trying to make this clearer for shareholders, provide greater transparency, improve the way in which we're managing this business, and not have as complicated a structure as we've had up till now. We're categorically not moving away from our software business at all. In fact, in my view, this is gonna allow us to accelerate it. Thank you. Thank you. Your next question comes from Iain Wilkie with Morgans Financial. Please go ahead. Good day, guys. Just looking at the current performance, AUD 9 mil in revenues. Strip that out, AUD 3.2 mil. Can we get an update on the historical performance of RIMAB? What sort of the growth have you guys seen over the last couple of years? I guess, might be a little bit more detail, but if you stripped out the IME, so the AQUILA product from these guys' business, what would it have been? Because I know that the IME software sort of almost as a revenue pass- through for RIMAB. Can you just comment on that, please? I'm gonna ask Germán to talk about the growth of RIMAB over the last two or three years. I'm not quite sure, Iain, whether you're seeking the split between radiology services and the rest of the business; we declare AUD 4.4 million in our 2020 accounts related to the Colsubsidio contract. That's the majority of it. It's going to be difficult to do a deep dive. We intend to split the radiology services out from the software business in our full- year accounts this year. 2021. It's difficult to do it on the fly. If Germán perhaps could comment on the growth of RIMAB over the last couple of years. Yes, sure, Doug. Well, good evening. Good morning for everybody. First of all, and hello, Iain. The growing rate for RIMAB has been significant in the last three years, has been growing from 2019 to 2020. There is more or less a 70% growth. From 2018 to 2019 was more than 100% growing rate. It's a company that has been accelerating the growth in the recent years. I think just to follow up on. That's Reena here. We do say in the announcement that in 2020, we reported EBITDA up at 191% and revenue was up 60% on 2019. Okay, that's great. Second question, do you guys see any synergies between the two businesses? I know it's a different sort of model, but are there some staffing which can sort of be integrated into the one central area? Anything there? There's two parts to that. Let me start by saying we don't see a huge amount of cost synergies, but we do see a system to get synergies on the revenue side. Maybe, Germán, could you pick that up and take it from there? Yep, sure. Well, we think that in some way we are anticipating the future in the sense of the interaction between technology and radiology practice. We think that currently there are several crossing pathways, but in the future, there will be more and more integration between the two elements. With this step we're taking, we are probably going a bit ahead in the future in order to have both sides of this integration under our control. In the future, we expect that, for example, the AI will take a significant part of the operational activities of our radiology practice. If this is the case, we have presence in both sides, and we will be able to take a better advantage of it. The main thing that probably is going to be positive for us behind all the elements Doug already mentioned is that we are anticipating what is going to happen in the future. Thanks, Germán. Just as a general group, is there any updates to your guidance? I know that a while ago, you guys were saying EBITDA break even on a sort of run rate basis by the end of the calendar year 2021. Stripping out the RIMAB acquisition, if it goes ahead, are you guys still on track to hit those numbers? Well, we plan to do the update at the annual, sorry, the half- year results, and we'll provide detailed guidance at that time, in the same way we did last year. Probably a month early on that question. That's it for me. Thanks, guys. Thank you. Once again, if you wish to ask a question, please press star one on your telephone and wait for your name to be announced. Your next question comes from Nick Worrall with 708 Capital. Please go ahead. Good day, Doug. Good day, Germán. You talked about EBITDA in this presentation. What about EBIT? What's the amortization and depreciation schedule like for this business? What's the CapEx expenditure profile looking forward as well, please? How much is that going to drag on the resources of IME? Nick, I'm not sure what I might turn to Reena in a moment on your question on EBIT, but this business does have some CapEx attached to it, and the models with each client is not the same each time. In some cases, we have clients who have their own equipment. In other cases, we provide it. It's not as CapEx-heavy as a typical radiology services business in Australia, but it's not nothing either. We do have circumstances where we are providing equipment. If you think of the Everlight business that's currently owned in Australia by Intermediate Capital Group that has no equipment, but if you think of a business like I-MED, which has its own clinics and all of its own equipment, it's kind of somewhere between those two models. We don't run any clinics ourselves in terms of having property and equipment in our own clinics. These are outsourced contracts from major hospital establishments. There is some CapEx, but not as heavy as the typical Australian models. Germán, do you want to add to that? No, I just confirm your statement. In the model, the principal business model for RIMAB, which is outsourcing, is not always requiring CapEx. Sometimes it happens as an internal teleradiology activity, which doesn't require the purchase of any piece of hardware. Sometimes it requires, and the degree of investment in that scenario depends on a case-per-case analysis, but can go, as you said, from no requirements to CapEx requirement, depending on the magnitude. In the overall, the average of our deals are requiring some CapEx. We have some with no CapEx and some other requiring a more significant portion. Reena on EBIT? Yes. Just based on what you guys said, obviously, there is some D&A, depreciation going through the accounts, but the acquisition will still be accretive on the EBIT basis. On the which basis, sorry? EBIT. Yeah Depreciation going through the accounts, but the acquisition will still be accretive on the EBIT basis. Yep. I would assume it would be. Yeah. EBIT margin? Yeah. There's a bit of depreciation going through there, but not a large amount. Okay. Also, not in the presentation, but in the other accompanying announcement, you talked about where you referenced there the consolidated revenue of AUD 3.2 million and the EBITDA of AUD 1.5 million. All the EBITDA is coming from non-related party transactions. Am I correct in assuming so? Correct. All right. Is that indicative of the sort of margin attached to this kind of business? Say it again. Is that revenue and EBITDA margin, I guess, to mirror it with what we should expect going forward for transactions through that business? I think Germán and Reena. Well, I think that even if there is a spectrum of possibilities in terms of the business. Well, it is variable, but in average, yes, it's a reflection of what is currently happening from all the business lines RIMAB has currently. We can expect in average, something like this. Okay. Thank you, Germán. That gives me a bit of insight. Appreciate it. Thank you, Nick. Thank you. Thank you. There are no further questions at this time. I'll now hand back to Mr. Flynn for closing remarks. Thank you very much, everybody, for joining this call. We'll try to make this a big success. Cheers.
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