ACQUISITIONS | 9 Months Ended |
Sep. 30, 2013 |
Business Combinations [Abstract] | ' |
Acquisitions | ' |
ACQUISITIONS |
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CarePoint Partners Holdings LLC |
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On June 16, 2013, the Company entered into an Asset Purchase Agreement (the “CarePoint Purchase Agreement”) to acquire substantially all of the assets and assume certain liabilities that constitute the home infusion business (the “CarePoint Business”)of CarePoint Partners Holdings LLC, a Delaware limited liability company ("CarePoint") and CarePoint's subsidiaries (collectively, together with CarePoint, the “Sellers”) for an aggregate purchase price of $223.0 million in cash, subject to certain adjustments (the "CarePoint Business Purchase Price"). On August 23, 2013 (the “Closing Date”), the Company completed the acquisition of the CarePoint Business pursuant to the CarePoint Purchase Agreement (the “Closing”). The total consideration paid to the Sellers at Closing was $211.1 million paid in cash (the "Closing Consideration). The Company funded the Closing Consideration with a combination of cash on hand and $150.0 million in borrowings under the Senior Credit Facilities (as defined in Note 9 below). At Closing, the Company withheld $10.0 million (the "Holdback Payment") of the CarePoint Business Purchase Price pursuant to the CarePoint Purchase Agreement. The Sellers will be eligible to receive the Holdback Payment after the first anniversary of the Closing Date if the CarePoint Business achieves a specified level of product gross profit during the one-year period following the Closing Date. CarePoint was a provider of home and alternate-site infusion therapy for patients with complex, acute and chronic illnesses. Headquartered in Cincinnati, Ohio, CarePoint serviced approximately 20,500 patients annually and had 28 sites of service in nine states in the East Coast and Gulf Coast regions prior to the Company's acquisition of the CarePoint Business. |
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The table below summarizes the Company's preliminary assessment of the estimated fair values of the assets acquired and liabilities assumed as of the Closing Date of the acquisition of the CarePoint Business. The Company will finalize these amounts as it obtains the information necessary to complete the measurement process. Any changes resulting from facts and circumstances that existed as of the Closing Date may result in retrospective adjustments to the provisional amounts recognized at the Closing Date. These changes could be significant. The Company will finalize these amounts no later than one year from the acquisition date. |
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| Estimated Fair Value | | | | | | | | | | | | |
(in thousands) | | | | | | | | | | | | |
Accounts receivable | $ | 19,314 | | | | | | | | | | | | | |
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Inventories | 3,184 | | | | | | | | | | | | | |
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Other current assets | 1,190 | | | | | | | | | | | | | |
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Property and equipment | 3,266 | | | | | | | | | | | | | |
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Identifiable intangible assets(a) | 16,700 | | | | | | | | | | | | | |
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Current liabilities | (8,022 | ) | | | | | | | | | | | | |
Non-current liabilities | (2,352 | ) | | | | | | | | | | | | |
Total identifiable net assets | 33,280 | | | | | | | | | | | | | |
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Goodwill | 187,584 | | | | | | | | | | | | | |
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Total cash and fair value of contingent consideration | $ | 220,864 | | | | | | | | | | | | | |
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(a) | The following table summarizes the provisional amounts and useful lives assigned to identifiable intangible assets: | | | | | | | | | | | | | | |
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| Weighted- | | Amounts | | | | | | | | | | |
Average | Recognized as of the Closing Date | | | | | | | | | | |
Useful Lives | (in thousands) | | | | | | | | | | |
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Customer relationships | 2 - 4 years | | $ | 13,600 | | | | | | | | | | | |
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Trademarks | 2 years | | 2,600 | | | | | | | | | | | |
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Non-compete agreements | 5 years | | 500 | | | | | | | | | | | |
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Total identifiable intangible assets acquired | | | $ | 16,700 | | | | | | | | | | | |
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The CarePoint transaction was structured such that the amount allocated to goodwill will be deductible for income tax purposes. |
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At September 30, 2013, there is a liability of $9.8 million recorded for the contingent increase in the CarePoint Business Purchase Price. The fair value of the liability for contingent consideration was determined on the basis of the present value of various payout scenarios which were weighted on the basis of probability. This contingent liability is recorded in other non-current liabilities in the accompanying Unaudited Consolidated Balance Sheets. |
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Revenues and income from continuing operations of CarePoint included in the accompanying Unaudited Consolidated Statements of Operations from the Closing Date through September 30, 2013 are $9.0 million and $1.7 million, respectively. The loss from continuing operations for the three months and nine months ended September 30, 2013, include $0.2 million of acquisition-related costs related to CarePoint and are included in the acquisition and integration expenses line of the Unaudited Consolidated Statements of Operations. |
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HomeChoice Partners, Inc. |
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On February 1, 2013, the Company acquired 100% of the ownership interest in HomeChoice Partners, Inc., a Delaware corporation ("HomeChoice"). The cash purchase price was $72.9 million at closing (the "HomeChoice Purchase Price"). The HomeChoice Purchase Price may be increased in an amount of up to $20 million if HomeChoice reaches certain performance milestones in the two years following the closing. The Company funded the acquisition with a combination of cash and its revolving credit facility. HomeChoice is a provider of alternate-site infusion pharmacy services. Prior to the Company's acquisition of HomeChoice, it serviced approximately 15,000 patients annually and had 14 infusion pharmacy locations in Pennsylvania, Washington, DC, Maryland, Virginia, North Carolina, South Carolina, Georgia, Missouri, and Alabama. |
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The table below summarizes the Company's current assessment of the estimated fair values of the assets acquired and liabilities assumed as of the acquisition date of HomeChoice. The Company will finalize these amounts as it obtains the information necessary to complete the measurement process. Any changes resulting from facts and circumstances that existed as of the HomeChoice acquisition date may result in retrospective adjustments to the provisional amounts recognized at the acquisition date. These changes could be significant. The Company will finalize these amounts no later than one year from the HomeChoice acquisition date. |
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| Estimated Fair Value | | | | | | | | | | | | |
(in thousands) | | | | | | | | | | | | |
Accounts receivable | $ | 10,046 | | | | | | | | | | | | | |
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Inventories | 1,984 | | | | | | | | | | | | | |
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Other current assets | 154 | | | | | | | | | | | | | |
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Property and equipment | 2,432 | | | | | | | | | | | | | |
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Identifiable intangible assets(a) | 4,000 | | | | | | | | | | | | | |
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Other non-current assets | 30 | | | | | | | | | | | | | |
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Current liabilities | (4,690 | ) | | | | | | | | | | | | |
Total identifiable net assets | 13,956 | | | | | | | | | | | | | |
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Goodwill | 66,965 | | | | | | | | | | | | | |
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Total cash and fair value of contingent consideration | $ | 80,921 | | | | | | | | | | | | | |
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(a) | The following table summarizes the provisional amounts and useful lives assigned to identifiable intangible assets: | | | | | | | | | | | | | | |
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| Weighted- | | Amounts | | | | | | | | | | |
Average | Recognized as of | | | | | | | | | | |
Useful Lives | Acquisition Date | | | | | | | | | | |
| (in thousands) | | | | | | | | | | |
Customer relationships | 5 mo. - 3 years | | $ | 2,000 | | | | | | | | | | | |
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Trademarks | 23 months | | 1,000 | | | | | | | | | | | |
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Non-compete agreements | 1 year | | 1,000 | | | | | | | | | | | |
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Total identifiable intangible assets acquired | | | $ | 4,000 | | | | | | | | | | | |
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The HomeChoice transaction was structured such that the amount allocated to goodwill will be deductible for income tax purposes. |
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At September 30, 2013, there is a liability of $8.0 million recorded for the contingent increase in the HomeChoice Purchase Price. The fair value of the liability for contingent consideration was determined on the basis of the present value of various payout scenarios which were weighted on the basis of probability. Because the additional consideration may be earned over a two year period, $4.0 million is recorded in accrued expenses and other current liabilities and $4.0 million is recorded in other non-current liabilities in the accompanying Unaudited Consolidated Balance Sheets. |
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Revenues and income from continuing operations of HomeChoice included in the accompanying Unaudited Consolidated Statements of Operations for the three months ended September 30, 2013, are $19.4 million and $1.1 million, respectively. The results of operations included in the accompanying Unaudited Consolidated Statements of Operations for the nine months ended September 30, 2013, include revenues and income from continuing operations related to HomeChoice of $46.1 million and $0.2 million, respectively, for the period from the HomeChoice acquisition to September 30, 2013. The income from continuing operations for the three months and nine months ended September 30, 2013, include $0.7 million and $2.3 million of acquisition-related costs related to HomeChoice and are included in the acquisition and integration expenses line of the Unaudited Consolidated Statements of Operations. |
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InfuScience, Inc. |
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On July 31, 2012, the Company acquired 100% of InfuScience, Inc. (“InfuScience”) for a cash payment of $38.3 million. To date, the Company has made additional cash payments of $1.4 million based on the achievement of expected operating results. The purchase price could increase to a total of $41.3 million based on the results of operations during the 24 month period through July 31, 2014. InfuScience historically acquired, developed and operated businesses providing alternate site infusion pharmacy services through five infusion centers located in Eagan, Minnesota; Omaha, Nebraska; Chantilly, Virginia; Charleston, South Carolina; and Savannah, Georgia. |
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The table below summarizes the Company's assessment of the fair values of the assets acquired and liabilities assumed as of the acquisition date of InfuScience. |
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| Fair Value | | | | | | | | | | | | |
(in thousands) | | | | | | | | | | | | |
Cash | $ | 23 | | | | | | | | | | | | | |
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Accounts receivable | 4,938 | | | | | | | | | | | | | |
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Inventories | 586 | | | | | | | | | | | | | |
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Other current assets | 371 | | | | | | | | | | | | | |
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Property and equipment | 751 | | | | | | | | | | | | | |
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Identifiable intangible assets(a) | 400 | | | | | | | | | | | | | |
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Other non-current assets | 349 | | | | | | | | | | | | | |
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Current liabilities | (4,428 | ) | | | | | | | | | | | | |
Total identifiable net assets | 2,990 | | | | | | | | | | | | | |
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Goodwill | 38,429 | | | | | | | | | | | | | |
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Total cash and fair value of contingent consideration | $ | 41,419 | | | | | | | | | | | | | |
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(a) | The following table summarizes the amounts and useful lives assigned to identifiable intangible assets: | | | | | | | | | | | | | | |
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| Weighted- | | Amounts | | | | | | | | | | |
Average | Recognized as of | | | | | | | | | | |
Useful Lives | Acquisition Date | | | | | | | | | | |
(Months) | (in thousands) | | | | | | | | | | |
Customer relationships | 5 | | 400 | | | | | | | | | | | |
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Total identifiable intangible assets acquired | | | $ | 400 | | | | | | | | | | | |
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At September 30, 2013, there is a liability of $1.1 million recorded for the contingent increase in purchase price. The fair value of the liability for contingent consideration was determined on the present value and probability of payout and is included in accrued expenses and other current liabilities in the accompanying Unaudited Consolidated Balance Sheets. |
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Revenues and loss from continuing operations included in the accompanying Unaudited Consolidated Statements of Operations for the three months ended September 30, 2013, include revenues of $11.3 million, and income from operations of $1.4 million related to the operations of InfuScience. Revenues and loss from continuing operations for the nine months ended September 30, 2013, include revenues of $34.4 million and income from operations of $3.9 million related to InfuScience. Revenues and loss from operations included in the accompanying Unaudited Consolidated Statements of Operations for the two month period from acquisition to September 30, 2012 are $6.6 million and $17 thousand, respectively. The income from operations for the nine months ended September 30, 2013, includes $0.1 million of costs related to the InfuScience acquisition and are included in acquisition and integration expenses in the Unaudited Consolidated Statements of Operations. Acquisition and integration expenses related to InfuScience during the three months ended September 30, 2013 were not significant. Acquisition and integration expenses related to InfuScience during the three months ended September 30, 2012 were $0.6 million. |
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Pro Forma Impact of Acquisitions |
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The following shows summarized unaudited pro forma consolidated results of operations for the three months and nine months ended September 30, 2013 and 2012 as if the CarePoint, HomeChoice and InfuScience acquisitions had occurred as of January 1, 2012 (in thousands except per share data): |
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| Three Months Ended September 30, | | Nine Months Ended September 30, |
| 2013 | | 2012 | | 2013 | | 2012 |
Revenues | $ | 232,565 | | | $ | 226,485 | | | $ | 706,053 | | | $ | 657,345 | |
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Loss from continuing operations, net of income taxes | $ | (24,991 | ) | | $ | (3,524 | ) | | $ | (44,390 | ) | | $ | (19,035 | ) |
Basic loss per share from continuing operations | $ | (0.37 | ) | | $ | (0.06 | ) | | $ | (0.70 | ) | | $ | (0.34 | ) |
Diluted loss per share from continuing operations | $ | (0.37 | ) | | $ | (0.06 | ) | | $ | (0.70 | ) | | $ | (0.34 | ) |
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The unaudited pro forma consolidated results of operations were prepared using the acquisition method of accounting and are based on the historical financial information of the Company, CarePoint, HomeChoice and InfuScience. Except to the extent realized in the three months and nine months ended September 30, 2013, the unaudited pro forma information does not reflect any cost savings, operating synergies and other benefits that the Company may achieve as a result of these acquisitions, or the expenses to be incurred to achieve these savings, operating synergies and other benefits. In addition, except to the extent recognized in the three months and nine months ended September 30, 2013, the unaudited pro forma information does not reflect the costs to integrate the operations of the Company with CarePoint, HomeChoice and InfuScience. |
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The unaudited pro forma information is not necessarily indicative of what the Company's consolidated results of operations actually would have been had the CarePoint, HomeChoice and InfuScience acquisitions been completed on January 1, 2012. In addition, the unaudited pro forma information does not purport to project the future results of operations of the Company. The unaudited pro forma information primarily reflects the following adjustments to the historical results of the acquired entities prior to acquisition (in thousands): |
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| Three Months Ended September 30, | | Nine Months Ended September 30, |
| 2013 | | 2012 | | 2013 | | 2012 |
Interest expense | $ | (974 | ) | | $ | (2,096 | ) | | $ | (3,734 | ) | | $ | (6,595 | ) |
Amortization expense | $ | (754 | ) | | $ | 679 | | | $ | (1,508 | ) | | $ | (888 | ) |
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Income tax benefit (expense) | $ | (622 | ) | | $ | (1,208 | ) | | $ | (2,785 | ) | | $ | (1,559 | ) |
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Expenses incurred to integrate acquisitions are recorded in the acquisition and integration expenses line of the Unaudited Consolidated Statements of Operations. These costs include legal and financial advisory fees associated with acquisitions and integration costs to convert to common policies, procedures, and information systems. |