Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2015 | Aug. 06, 2015 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | INFU | |
Entity Registrant Name | InfuSystem Holdings, Inc | |
Entity Central Index Key | 1,337,013 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 22,434,290 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Current Assets: | ||
Cash and cash equivalents | $ 791 | $ 515 |
Accounts receivable, less allowance for doubtful accounts of $4,788 and $4,739 at June 30, 2015 and December 31, 2014, respectively | 12,304 | 10,300 |
Inventory | 1,898 | 1,758 |
Other current assets | 1,044 | 633 |
Deferred income taxes | 2,252 | 2,252 |
Total Current Assets | 18,289 | 15,458 |
Medical Equipment held for sale or rental | 3,959 | 2,255 |
Medical equipment in rental service, net of accumulated depreciation | 22,720 | 19,814 |
Property & equipment, net of accumulated depreciation | 2,390 | 2,451 |
Deferred debt issuance costs, net | 150 | 1,194 |
Goodwill | 3,585 | |
Intangible assets, net | 26,584 | 25,073 |
Deferred income taxes | 13,878 | 13,756 |
Other assets | 224 | 212 |
Total Assets | 91,779 | 80,213 |
Current Liabilities: | ||
Accounts payable | 6,306 | 5,215 |
Current portion of long-term debt | 6,744 | 6,452 |
Other current liabilities | 3,188 | 3,062 |
Total Current Liabilities | 16,238 | 14,729 |
Long-term debt, net of current portion | 28,033 | 19,032 |
Total Liabilities | $ 44,271 | $ 33,761 |
Stockholders' Equity: | ||
Preferred stock, $.0001 par value: authorized 1,000,000 shares; none issued | ||
Common stock, $.0001 par value: authorized 200,000,000 shares; issued and outstanding 22,631,950 and 22,434,259, respectively, as of June 30, 2015 and 22,506,421 and 22,308,730, respectively, as of December 31, 2014 | $ 2 | $ 2 |
Additional paid-in capital | 90,842 | 90,155 |
Retained deficit | (43,336) | (43,705) |
Total Stockholders' Equity | 47,508 | 46,452 |
Total Liabilities and Stockholders' Equity | $ 91,779 | $ 80,213 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance for doubtful accounts | $ 4,788 | $ 4,739 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 22,631,950 | 22,506,421 |
Common stock, shares outstanding | 22,434,259 | 22,308,730 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Net revenues: | ||||
Rentals | $ 15,616 | $ 14,795 | $ 30,755 | $ 29,645 |
Product Sales | 1,554 | 1,577 | 3,140 | 3,969 |
Net revenues | 17,170 | 16,372 | 33,895 | 33,614 |
Cost of revenues: | ||||
Cost of revenues - Product, service and supply costs | 3,656 | 2,913 | 6,671 | 5,803 |
Cost of revenues - Pump depreciation and disposals | 1,660 | 1,536 | 3,281 | 3,812 |
Gross profit | 11,854 | 11,923 | 23,943 | 23,999 |
Selling, general and administrative expenses: | ||||
Provision for doubtful accounts | 1,143 | 1,438 | 2,337 | 3,545 |
Amortization of intangibles | 713 | 625 | 1,344 | 1,254 |
Selling and marketing | 2,687 | 2,624 | 5,424 | 5,279 |
General and administrative | 5,994 | 4,898 | 11,969 | 9,807 |
Total selling, general and administrative | 10,537 | 9,585 | 21,074 | 19,885 |
Operating income | 1,317 | 2,338 | 2,869 | 4,114 |
Other income (expense): | ||||
Interest expense | (387) | (776) | (1,059) | (1,603) |
Loss on extinguishment of long term debt | (1,599) | |||
Other income | 40 | 19 | 23 | |
Total other expense | (387) | (736) | (2,639) | (1,580) |
Income before income taxes | 930 | 1,602 | 230 | 2,534 |
Income tax (expense) benefit | (147) | (716) | 138 | (1,065) |
Net income | $ 783 | $ 886 | $ 368 | $ 1,469 |
Net income per share: | ||||
Basic | $ 0.03 | $ 0.04 | $ 0.02 | $ 0.07 |
Diluted | $ 0.03 | $ 0.04 | $ 0.02 | $ 0.07 |
Weighted average shares outstanding: | ||||
Basic | 22,381,487 | 22,146,106 | 22,345,309 | 22,059,902 |
Diluted | 22,824,965 | 22,399,434 | 22,743,948 | 22,321,143 |
Comprehensive Income | ||||
Net income | $ 783 | $ 886 | $ 368 | $ 1,469 |
Comprehensive income | $ 783 | $ 886 | $ 368 | $ 1,469 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Statement of Cash Flows [Abstract] | ||
NET CASH PROVIDED BY OPERATING ACTIVITIES | $ 3,787 | $ 1,806 |
INVESTING ACTIVITIES | ||
Acquisition of business | (3,786) | |
Purchase of medical equipment and property | (9,474) | (4,524) |
Proceeds from sale of medical equipment and property | 1,876 | 4,005 |
NET CASH USED IN INVESTING ACTIVITIES | (11,384) | (519) |
FINANCING ACTIVITIES | ||
Principal payments on revolving credit facility, term loans and capital lease obligations | (43,586) | (33,479) |
Cash proceeds from revolving credit facility | 51,546 | 32,198 |
Debt issuance costs | (157) | |
Common stock repurchased to satisfy statutory withholding on employee stock based compensation plans | (48) | (103) |
Cash proceeds from stock plans | 118 | |
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES | 7,873 | (1,384) |
Net change in cash and cash equivalents | 276 | (97) |
Cash and cash equivalents, beginning of period | 515 | 1,138 |
Cash and cash equivalents, end of period | $ 791 | $ 1,041 |
Basis of Presentation, Nature o
Basis of Presentation, Nature of Operations and Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
Basis of Presentation, Nature of Operations and Summary of Significant Accounting Policies | 1. Basis of Presentation, Nature of Operations and Summary of Significant Accounting Policies The terms “InfuSystem”, “the Company”, “we”, “our” and “us” are used herein refer to InfuSystem Holdings, Inc. and its subsidiaries. InfuSystem Holdings, Inc. is a leading provider of infusion pumps and related services. The Company services hospitals, oncology practices and other alternative site healthcare providers. Headquartered in Madison Heights, Michigan, the Company delivers local, field-based customer support, and also operates pump repair Centers of Excellence in Michigan, Kansas, California, Texas, Georgia and Ontario, Canada. The accompanying unaudited consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial information. Accordingly, they do not include all of the information and notes required by U.S. Generally Accepted Accounting Principles (“GAAP”) for complete financial statements. The accompanying consolidated financial statements include all adjustments, composed of normal recurring adjustments, considered necessary by management to fairly state our results of operations, financial position and cash flows. The operating results for the interim periods are not necessarily indicative of results that may be expected for any other interim period or for the full year. These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2014 as filed with the SEC. The consolidated financial statements are prepared in conformity with GAAP, which requires the use of estimates, judgments and assumptions that affect the amounts of assets and liabilities at the reporting date and the amounts of revenue and expenses in the periods presented. We believe that the accounting estimates employed are appropriate and the resulting balances are reasonable; however, due to the inherent uncertainties in making estimates, actual results could differ from the original estimates, requiring adjustments to these balances in future periods. |
Acquisitions
Acquisitions | 6 Months Ended |
Jun. 30, 2015 | |
Business Combinations [Abstract] | |
Acquisitions | 2. Acquisitions Entry into a Definitive Agreement On April 20, 2015 (the “Closing Date”), the Company closed on the acquisition of substantially all of the assets of Ciscura Holding Company, Inc., and its subsidiaries (“Ciscura”). Ciscura, based in Alpharetta, GA, was a privately-held Southeastern regional provider of ambulatory infusion pumps and services to medical facilities. The Company acquired approximately 1,800 infusion pumps from Ciscura, its four person field sales team, as well as its facilities management personnel, which will become the foundation of the Company’s new Southeast facility. With this new regional facility, the Company will be in close proximity to a number of its largest existing customers, in addition to new customers previously serviced by Ciscura, enabling same day service for equipment and supplies to much of the Southeast region. Ciscura’s results of operations are included in the Company’s consolidated statements of operations from the Closing Date which include one-time integration, professional, and other related expenses totaling approximately $0.6 million. Purchase Price Allocation Pursuant to ASC 805, “Business Combinations,” Amount Medical equipment held for sale or rental $ 1,825 Customer relationships — Non-competition agreements — Goodwill 3,585 Total - preliminary purchase price $ 5,410 The asset purchase agreement provided for an adjustment to the purchase price based on the final number of pumps acquired and the associated treatments, which will be generated during the 90 day period post-closing from the approximately 100 medical facility relationships Ciscura had prior to the acquisition. The Company currently estimates that the total purchase price, which is based on the estimated number of acquired pumps and associated treatments, will be approximately $5.4 million. The Company does not expect the total purchase price to exceed $5.9 million based on management’s current estimates. On the Closing Date, the Company made an initial payment of $3.8 million. Any increase adjustment to the purchase price above the initial payment will be based on the factors referred to above as of the 110 th th The Company has estimated that the associated integration and transaction costs will be approximately $0.7 million, of which $0.6 million has been recognized as of June 30, 2015. Acquired property and equipment are being depreciated on a straight-line basis with estimated remaining lives ranging from 1 year to 7 years. Unaudited Pro Forma Financial Information The unaudited pro forma financial information in the table below summarizes the combined results of operations of the Company and Ciscura as though the companies had been combined as of the beginning of the three and six month periods ended June 30, 2015. The pro forma financial information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of each period presented nor is it indicative of future results. We did not disclose the revenue and income of Ciscura separately as it is not practical due to the fact that the operations are substantially integrated. The following pro forma financial information presented also includes the pro forma depreciation and amortization charges from acquired tangible and intangible assets, and related tax effects (subject to the impact of the changes in purchase price allocation mentioned above) for the three and six months ended June 30, 2015 and 2014 (in thousands): Three months ended Six months ended June 30, June 30, June 30, June 30, Revenue $ 17,566 $ 17,336 $ 35,088 $ 35,547 Net income $ 829 $ 1,024 $ 575 $ 1,746 |
Medical Equipment and Property
Medical Equipment and Property | 6 Months Ended |
Jun. 30, 2015 | |
Text Block [Abstract] | |
Medical Equipment and Property | 3. Medical Equipment and Property Medical equipment consisted of the following as of June 30, 2015 and December 31, 2014 (in thousands): June 30, December 31, 2015 2014 Medical Equipment held for sale or rental * $ 3,959 $ 2,255 Medical Equipment in rental service 47,155 43,246 Medical Equipment in rent service - pump reserve (209 ) (121 ) Accumulated depreciation (24,226 ) (23,311 ) Medical Equipment in rental service - net 22,720 19,814 Total $ 26,679 $ 22,069 * Included in the current year amount is $1.8 million for acquisition related assets. For additional information, see Note 2. Depreciation expense for medical equipment for the three and six months ended June 30, 2015 was $1.1 million and $2.1 million compared to $0.8 million and $1.5 million for the same prior year period, which was recorded in cost of revenues – pump depreciation and disposals, respectively. Depreciation expense for property and equipment for the three and six months ended June 30, 2015 and 2014 was $0.1 million and $0.2 million, respectively. This expense was recorded in general and administrative expenses. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 6 Months Ended |
Jun. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 4. Goodwill and Intangible Assets The following table outlines preliminary goodwill due to the Company’s acquisition of Ciscura as of June 30, 2015 (in thousands): Goodwill Balance at December 31, 2014 $ — Acquisition 3,585 Balance at June 30, 2015 $ 3,585 The preliminary goodwill amount noted above will be adjusted in the future based on final results of the Company’s recent acquisition of Ciscura as described in Note 2. The carrying amount and accumulated amortization of intangible assets as of June 30, 2015 and December 31, 2014, are as follows (in thousands): June 30, 2015 Gross Accumulated Net Nonamortizable intangible assets Trade names $ 2,000 $ — $ 2,000 Amortizable intangible assets Physician and customer relationships 32,865 15,856 17,009 Non-competition agreements 848 848 — Software 9,104 1,529 7,575 Total nonamortizable and amortizable intangible assets $ 44,817 $ 18,233 $ 26,584 December 31, 2014 Gross Accumulated Net Nonamortizable intangible assets Trade names $ 2,000 $ — $ 2,000 Amortizable intangible assets Physician and customer relationships 32,865 14,755 18,110 Non-competition agreements 848 777 71 Software 6,299 1,407 4,892 Total nonamortizable and amortizable intangible assets $ 42,012 $ 16,939 $ 25,073 Amortization expense for the three months ended June 30, 2015 was $0.6 million, which was consistent with the same prior year period. Expected annual amortization expense for intangible assets recorded as of June 30, 2015, is as follows (in thousands): 7/1-12/31/2015 2016 2017 2018 2019 2020 and Amortization expense $ 1,894 $ 4,283 $ 4,748 $ 4,319 $ 2,191 $ 7,149 |
Debt
Debt | 6 Months Ended |
Jun. 30, 2015 | |
Debt Disclosure [Abstract] | |
Debt | 5. Debt On March 23, 2015, the Company and its direct and indirect subsidiaries (the “Borrowers”) entered into a credit agreement (the “Credit Agreement”) with JPMorgan Chase Bank, N.A., as lender (the “Lender”). The Credit Agreement consists of a $27.0 million Term Loan A, up to a $8.0 million Term Loan B and a $10.0 million revolving credit facility (the “Revolver”), all of which mature on March 23, 2020, collectively (the “Credit Facility”). On March 23, 2015, the Borrowers drew $27.0 million under the Term A Loan to repay and terminate the previously existing credit facility under the credit agreement dated November 30, 2012, as amended, by and among the Company, its direct and indirect subsidiaries, Wells Fargo Bank, National Association, as administrative agent, and certain lenders party thereto (the “WF Facility”). Term Loan B was unfunded at closing and as of June 30, 2015, had a balance of $3.8 million with an additional $4.2 million available to be drawn under certain conditions for acquisitions. As of June 30, 2015, interest on the Credit Facility is payable at the Company’s choice of Eurodollar Loan at a per annum rate equal to LIBOR plus a margin ranging from 2.00% to 2.50% or CBFR Loans which bears interest at a per annum rate equal to (a) the Lender’s prime rate or (b) LIBOR for a 30 day interest period plus 2.50%, in each case plus a margin ranging from -0.75% to -0.25%. The availability under the Revolver is based upon the Company’s eligible accounts receivable and eligible inventory and is broken down as follows (in thousands): June 30, December 31, Revolver: Gross Availability $ 10,000 $ 7,432 Outstanding Draws — (566 ) Letter of Credit (81 ) (282 ) Availability on Revolver $ 9,919 $ 6,584 To secure repayment of the obligations of the Borrowers, each Borrower has granted to the Lender, for the benefit of various secured parties, a first priority security interest in substantially all of the personal property assets of each of the Borrowers. In addition, the Company has pledged the shares of InfuSystem Holdings USA, Inc. (“Holdings USA”) and Holdings USA has pledged the shares of each of InfuSystem, Inc. and First Biomedical, Inc. and the equity interests of IFC, LLC to the Lender, for the benefit of the secured parties, to further secure the obligations under the Credit Agreement. The Company occasionally enters into capital leases to finance the purchase of ambulatory infusion pumps. The pumps are capitalized into medical equipment in rental service at their fair market value, which equals the value of the future minimum lease payments and are depreciated over the useful life of the pumps. The Company had approximate future maturities of loans and capital leases as of June 30, 2015 as follows (in thousands): 2015 2016 2017 2018 2019 2020 Total Term Loans $ 1,930 $ 4,401 $ 4,401 $ 4,538 $ 4,538 $ 10,013 $ 29,821 Capital Leases 1,317 2,285 1,234 120 — — 4,956 Total $ 3,247 $ 6,686 $ 5,635 $ 4,658 $ 4,538 $ 10,013 $ 34,777 The following is a breakdown of the Company’s current and long-term debt (including capital leases) as of June 30, 2015 and December 31, 2014 (in thousands): June 30, 2015 December 31, 2014 Current Long-Term Long-Term Total Current Long-Term Long-Term Total Term Loans $ 4,131 $ 25,690 $ 29,821 Term Loans $ 4,238 $ 15,849 $ 20,087 Revolver — — — Revolver — 566 566 Capital Leases 2,613 2,343 4,956 Capital Leases 2,214 2,617 4,831 Total $ 6,744 $ 28,033 $ 34,777 Total $ 6,452 $ 19,032 $ 25,484 The Company’s Credit Facility is collateralized by substantially all of the assets of the Company and its subsidiaries and shares of the Company’s subsidiaries and requires the Company comply with covenants, including but not limited to, financial covenants relating to the satisfaction, on a quarterly and annual basis for the duration of the Credit Facility, of a total leverage ratio, a fixed charge coverage ratio and a net worth level. As of June 30, 2015, the Company was in compliance with all such covenants and expect to remain in compliance for the next 12 months. During the period ended June 30, 2015, the Company made an optional pre-payment of $1.0 million on its Term Loan A, which the Company can apply against a future mandatory payment. The first payment on Term Loan A is due September 30, 2015. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 6. Income Taxes During the three and six months ended June 30, 2015, the Company recorded income tax expense of $0.1 million and tax benefit of $0.1 million, respectively. The Company recorded income tax expense of $0.7 million and $1.1 million, respectively, for the same prior year periods. In computing its income tax provision, the Company estimates its effective tax rate for the full year and applies that rate to income earned though the reporting period. During the quarter, the Company recognized a benefit from research and development credits (“R&D Credits”) of $0.2 million and adjustments to its foreign income tax liability for 2014 tax return filings of approximately $0.1 million. The R&D Credits relate to the Company’s recent investment in information technology and the foreign income tax liability adjustment relates to the Company’s Canadian operations. Without such benefits, the Company’s effective tax rate for the six months ended June 30, 2015 would be 39.7% compared to 42.1% for the same prior year period. |
Commitments, Contingencies and
Commitments, Contingencies and Litigation | 6 Months Ended |
Jun. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments, Contingencies and Litigation | 7. Commitments, Contingencies and Litigation From time to time in the ordinary course of its business, the Company may be involved in legal proceedings, the outcomes of which may not be determinable. The Company has insurance policies covering potential losses where such coverage is cost effective. The Company is not, at this time, involved in any legal proceedings that the Company believes could have a material effect on the Company’s financial condition, results of operations or cash flows. |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jun. 30, 2015 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 8. Earnings Per Share Basic income per share is computed by dividing net income by the weighted average number of common shares outstanding during the period. Diluted income per share assumes the issuance of potentially dilutive shares of common stock during the period. The following table reconciles the numerators and denominators of the basic and diluted income per share computations: Three Months Ended June 30 Six Months Ended June 30 2015 2014 2015 2014 Numerator: Net income (in thousands) $ 783 $ 886 $ 368 $ 1,469 Denominator: Weighted average common shares outstanding: Basic 22,381,487 22,146,106 22,345,309 22,059,902 Dilutive effect of non-vested awards 443,478 253,328 398,639 261,241 Diluted 22,824,965 22,399,434 22,743,948 22,321,143 Net income per share: Basic $ 0.03 $ 0.04 $ 0.02 $ 0.07 Diluted $ 0.03 $ 0.04 $ 0.02 $ 0.07 For the three and six months ended June 30, 2015 and 2014, 0.1 million of stock options were not included in the calculation because they would have an anti-dilutive effect. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | 9. Subsequent Events The Company has evaluated subsequent events through the date of issuance for the condensed consolidated financial statements. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements and Developments | 6 Months Ended |
Jun. 30, 2015 | |
Accounting Changes and Error Corrections [Abstract] | |
Recent Accounting Pronouncements and Developments | 10. Recent Accounting Pronouncements and Developments In April 2015, the Financial Accounting Standards Board (“FASB”) issued additional guidance on “Intangibles – Goodwill and Other—Internal-Use Software” and how a customer should account for fees paid in a cloud computing arrangement. Guidance for determining whether an arrangement includes the sale or license of software already existed for cloud service providers. The new guidance requires that if a cloud computing arrangement includes a software license, the customer should account for the software license element in the arrangement consistent with the acquisition of software licenses. If the cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. This new standard does not change the GAAP for a customer’s accounting for service contracts. The effective date of this new standard is for annual periods, including interim periods within those annual periods, beginning after December 15, 2015. The Company may elect a retrospective or prospective transition. The Company is currently evaluating its Information Technology arrangements and their applicability to this new guidance. In May 2014, the FASB issued a comprehensive new standard, which amends revenue recognition principles and provides a single set of criteria for revenue recognition among all industries. The new standard provides a five step framework whereby revenue is recognized when promised goods or services are transferred to a customer at an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard also requires enhanced disclosure relating to revenue recognition in both the interim and annual periods. On April 1, 2015, the FASB proposed to defer the effective date for annual reporting periods beginning after December 15, 2017 and allows for adoption using a full retrospective method, or a modified retrospective method. Early adoption is allowed but not before the original public organization date of December 15, 2016. The Company is currently assessing the method of adoption and the expected impact the new standard has on its financial position and results of operations. In August 2014, the FASB issued guidance requiring management to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year of the date of issuance of the entity’s financial statements. Entities must provide certain disclosures if “conditions or events raise substantial doubt about the entity’s ability to continue as a going concern.” The disclosure requires identifying the principal conditions and events contributing to the “doubt” to continue as a going concern, as well as management’s evaluations and plans to try to alleviate these uncertainties. This guidance is effective for annual reporting periods, within those annual periods ending after December 15, 2016. The Company is currently evaluating the impact of adopting this standard to determine the impact, if any, it may have on its current practices. |
Acquisitions (Policies)
Acquisitions (Policies) | 6 Months Ended |
Jun. 30, 2015 | |
Business Combinations [Abstract] | |
Business Combinations | Purchase Price Allocation Pursuant to ASC 805, “Business Combinations,” Amount Medical equipment held for sale or rental $ 1,825 Customer relationships — Non-competition agreements — Goodwill 3,585 Total - preliminary purchase price $ 5,410 The asset purchase agreement provided for an adjustment to the purchase price based on the final number of pumps acquired and the associated treatments, which will be generated during the 90 day period post-closing from the approximately 100 medical facility relationships Ciscura had prior to the acquisition. The Company currently estimates that the total purchase price, which is based on the estimated number of acquired pumps and associated treatments, will be approximately $5.4 million. The Company does not expect the total purchase price to exceed $5.9 million based on management’s current estimates. On the Closing Date, the Company made an initial payment of $3.8 million. Any increase adjustment to the purchase price above the initial payment will be based on the factors referred to above as of the 110 th th The Company has estimated that the associated integration and transaction costs will be approximately $0.7 million, of which $0.6 million has been recognized as of June 30, 2015. Acquired property and equipment are being depreciated on a straight-line basis with estimated remaining lives ranging from 1 year to 7 years. |
Recent Accounting Pronouncements and Developments | In April 2015, the Financial Accounting Standards Board (“FASB”) issued additional guidance on “Intangibles – Goodwill and Other—Internal-Use Software” and how a customer should account for fees paid in a cloud computing arrangement. Guidance for determining whether an arrangement includes the sale or license of software already existed for cloud service providers. The new guidance requires that if a cloud computing arrangement includes a software license, the customer should account for the software license element in the arrangement consistent with the acquisition of software licenses. If the cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. This new standard does not change the GAAP for a customer’s accounting for service contracts. The effective date of this new standard is for annual periods, including interim periods within those annual periods, beginning after December 15, 2015. The Company may elect a retrospective or prospective transition. The Company is currently evaluating its Information Technology arrangements and their applicability to this new guidance. In May 2014, the FASB issued a comprehensive new standard, which amends revenue recognition principles and provides a single set of criteria for revenue recognition among all industries. The new standard provides a five step framework whereby revenue is recognized when promised goods or services are transferred to a customer at an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard also requires enhanced disclosure relating to revenue recognition in both the interim and annual periods. On April 1, 2015, the FASB proposed to defer the effective date for annual reporting periods beginning after December 15, 2017 and allows for adoption using a full retrospective method, or a modified retrospective method. Early adoption is allowed but not before the original public organization date of December 15, 2016. The Company is currently assessing the method of adoption and the expected impact the new standard has on its financial position and results of operations. In August 2014, the FASB issued guidance requiring management to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year of the date of issuance of the entity’s financial statements. Entities must provide certain disclosures if “conditions or events raise substantial doubt about the entity’s ability to continue as a going concern.” The disclosure requires identifying the principal conditions and events contributing to the “doubt” to continue as a going concern, as well as management’s evaluations and plans to try to alleviate these uncertainties. This guidance is effective for annual reporting periods, within those annual periods ending after December 15, 2016. The Company is currently evaluating the impact of adopting this standard to determine the impact, if any, it may have on its current practices. |
Acquisitions (Tables)
Acquisitions (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Business Combinations [Abstract] | |
Summary of Purchase Price Allocation | The allocation of the purchase price to the fair values of the assets acquired and liabilities assumed as of the Closing Date is presented below (in thousands): Amount Medical equipment held for sale or rental $ 1,825 Customer relationships — Non-competition agreements — Goodwill 3,585 Total - preliminary purchase price $ 5,410 |
Summary of Pro Forma Financial Information | The following pro forma financial information presented also includes the pro forma depreciation and amortization charges from acquired tangible and intangible assets, and related tax effects (subject to the impact of the changes in purchase price allocation mentioned above) for the three and six months ended June 30, 2015 and 2014 (in thousands): Three months ended Six months ended June 30, June 30, June 30, June 30, Revenue $ 17,566 $ 17,336 $ 35,088 $ 35,547 Net income $ 829 $ 1,024 $ 575 $ 1,746 |
Medical Equipment and Property
Medical Equipment and Property (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Text Block [Abstract] | |
Summary of Medical Equipment | Medical equipment consisted of the following as of June 30, 2015 and December 31, 2014 (in thousands): June 30, December 31, 2015 2014 Medical Equipment held for sale or rental * $ 3,959 $ 2,255 Medical Equipment in rental service 47,155 43,246 Medical Equipment in rent service - pump reserve (209 ) (121 ) Accumulated depreciation (24,226 ) (23,311 ) Medical Equipment in rental service - net 22,720 19,814 Total $ 26,679 $ 22,069 * Included in the current year amount is $1.8 million for acquisition related assets. For additional information, see Note 2. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Preliminary Goodwill due to Acquisition | The following table outlines preliminary goodwill due to the Company’s acquisition of Ciscura as of June 30, 2015 (in thousands): Goodwill Balance at December 31, 2014 $ — Acquisition 3,585 Balance at June 30, 2015 $ 3,585 |
Summary of Carrying Amount and Accumulated Amortization of Identifiable Intangible Assets | The carrying amount and accumulated amortization of intangible assets as of June 30, 2015 and December 31, 2014, are as follows (in thousands): June 30, 2015 Gross Accumulated Net Nonamortizable intangible assets Trade names $ 2,000 $ — $ 2,000 Amortizable intangible assets Physician and customer relationships 32,865 15,856 17,009 Non-competition agreements 848 848 — Software 9,104 1,529 7,575 Total nonamortizable and amortizable intangible assets $ 44,817 $ 18,233 $ 26,584 December 31, 2014 Gross Accumulated Net Nonamortizable intangible assets Trade names $ 2,000 $ — $ 2,000 Amortizable intangible assets Physician and customer relationships 32,865 14,755 18,110 Non-competition agreements 848 777 71 Software 6,299 1,407 4,892 Total nonamortizable and amortizable intangible assets $ 42,012 $ 16,939 $ 25,073 |
Schedule of Expected Annual Amortization Expense for Intangible Assets | Expected annual amortization expense for intangible assets recorded as of June 30, 2015, is as follows (in thousands): 7/1-12/31/2015 2016 2017 2018 2019 2020 and Amortization expense $ 1,894 $ 4,283 $ 4,748 $ 4,319 $ 2,191 $ 7,149 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Debt Disclosure [Abstract] | |
Summary of Revolver Based upon Company's Eligible Accounts Receivable and Inventory | The availability under the Revolver is based upon the Company’s eligible accounts receivable and eligible inventory and is broken down as follows (in thousands): June 30, December 31, Revolver: Gross Availability $ 10,000 $ 7,432 Outstanding Draws — (566 ) Letter of Credit (81 ) (282 ) Availability on Revolver $ 9,919 $ 6,584 |
Summary of Future Maturities of Loans and Capital Leases | The Company had approximate future maturities of loans and capital leases as of June 30, 2015 as follows (in thousands): 2015 2016 2017 2018 2019 2020 Total Term Loans $ 1,930 $ 4,401 $ 4,401 $ 4,538 $ 4,538 $ 10,013 $ 29,821 Capital Leases 1,317 2,285 1,234 120 — — 4,956 Total $ 3,247 $ 6,686 $ 5,635 $ 4,658 $ 4,538 $ 10,013 $ 34,777 |
Summary of Company's Current and Long-Term Debt (Including Capital Leases) | The following is a breakdown of the Company’s current and long-term debt (including capital leases) as of June 30, 2015 and December 31, 2014 (in thousands): June 30, 2015 December 31, 2014 Current Long-Term Long-Term Total Current Long-Term Long-Term Total Term Loans $ 4,131 $ 25,690 $ 29,821 Term Loans $ 4,238 $ 15,849 $ 20,087 Revolver — — — Revolver — 566 566 Capital Leases 2,613 2,343 4,956 Capital Leases 2,214 2,617 4,831 Total $ 6,744 $ 28,033 $ 34,777 Total $ 6,452 $ 19,032 $ 25,484 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Earnings Per Share [Abstract] | |
Numerators and Denominators of Basic and Diluted Income per Share | The following table reconciles the numerators and denominators of the basic and diluted income per share computations: Three Months Ended June 30 Six Months Ended June 30 2015 2014 2015 2014 Numerator: Net income (in thousands) $ 783 $ 886 $ 368 $ 1,469 Denominator: Weighted average common shares outstanding: Basic 22,381,487 22,146,106 22,345,309 22,059,902 Dilutive effect of non-vested awards 443,478 253,328 398,639 261,241 Diluted 22,824,965 22,399,434 22,743,948 22,321,143 Net income per share: Basic $ 0.03 $ 0.04 $ 0.02 $ 0.07 Diluted $ 0.03 $ 0.04 $ 0.02 $ 0.07 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Detail) | Apr. 20, 2015USD ($)InfusionPumpMedical_Facility | Jun. 30, 2015USD ($) |
Business Acquisition [Line Items] | ||
Business combination initial payment paid | $ 3,786,000 | |
Ciscura [Member] | ||
Business Acquisition [Line Items] | ||
Number of infusion pumps acquired | InfusionPump | 1,800 | |
Number of medical facility relationships prior to acquisition | Medical_Facility | 100 | |
Approximate purchase price | $ 5,400,000 | |
Business combination initial payment paid | 3,800,000 | |
Business combination estimated integration and transaction costs | 700,000 | |
Business combination integration and transaction costs recognized | 600,000 | |
Ciscura [Member] | Accounts payable [Member] | ||
Business Acquisition [Line Items] | ||
Business combination estimated remaining liability | $ 1,600,000 | |
Ciscura [Member] | Minimum [Member] | ||
Business Acquisition [Line Items] | ||
Property and equipment, estimated remaining lives | 1 year | |
Ciscura [Member] | Maximum [Member] | ||
Business Acquisition [Line Items] | ||
Approximate purchase price | $ 5,900,000 | |
Property and equipment, estimated remaining lives | 7 years |
Acquisitions - Summary of Purch
Acquisitions - Summary of Purchase Price Allocation (Detail) - USD ($) $ in Thousands | Jun. 30, 2015 | Apr. 20, 2015 |
Business Acquisition [Line Items] | ||
Goodwill | $ 3,585 | |
Ciscura [Member] | ||
Business Acquisition [Line Items] | ||
Medical equipment held for sale or rental | $ 1,825 | |
Goodwill | $ 3,585 | 3,585 |
Total - preliminary purchase price | 5,410 | |
Ciscura [Member] | Customer Relationships [Member] | ||
Business Acquisition [Line Items] | ||
Identifiable intangible assets | 0 | |
Ciscura [Member] | Non-Competition Agreements [Member] | ||
Business Acquisition [Line Items] | ||
Identifiable intangible assets | $ 0 |
Acquisitions - Summary of Pro F
Acquisitions - Summary of Pro Forma Financial Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Business Combinations [Abstract] | ||||
Revenue | $ 17,566 | $ 17,336 | $ 35,088 | $ 35,547 |
Net income | $ 829 | $ 1,024 | $ 575 | $ 1,746 |
Medical Equipment and Propert25
Medical Equipment and Property - Summary of Medical Equipment (Detail) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Medical Equipment And Property [Abstract] | ||
Medical Equipment held for sale or rental | $ 3,959 | $ 2,255 |
Medical Equipment in rental service | 47,155 | 43,246 |
Medical Equipment in rent service - pump reserve | (209) | (121) |
Accumulated depreciation | (24,226) | (23,311) |
Medical Equipment in rental service - net | 22,720 | 19,814 |
Total | $ 26,679 | $ 22,069 |
Medical Equipment and Propert26
Medical Equipment and Property - Summary of Medical Equipment (Parenthetical) (Detail) $ in Millions | Jun. 30, 2015USD ($) |
Medical Equipment And Property [Abstract] | |
Acquisition related assets | $ 1.8 |
Medical Equipment and Propert27
Medical Equipment and Property - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense for medical equipment | $ 1.1 | $ 0.8 | $ 2.1 | $ 1.5 |
Depreciation expense for property and equipment (other than medial equipment) recorded in general and administrative expenses | $ 0.1 | $ 0.1 | $ 0.2 | $ 0.2 |
Goodwill and Intangible Asset28
Goodwill and Intangible Assets - Schedule of Preliminary Goodwill due to Acquisition (Detail) $ in Thousands | 6 Months Ended |
Jun. 30, 2015USD ($) | |
Goodwill [Line Items] | |
Goodwill, Ending balance | $ 3,585 |
Ciscura [Member] | |
Goodwill [Line Items] | |
Goodwill, Acquisition | 3,585 |
Goodwill, Ending balance | $ 3,585 |
Goodwill and Intangible Asset29
Goodwill and Intangible Assets - Summary of Carrying Amount and Accumulated Amortization of Identifiable Intangible Assets (Detail) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Indefinite Lived And Finite Lived Intangible Assets [Line Items] | ||
Total nonamortizable and amortizable intangible assets, Gross Assets | $ 44,817 | $ 42,012 |
Total nonamortizable and amortizable intangible assets, Accumulated Amortization | 18,233 | 16,939 |
Total nonamortizable and amortizable intangible assets, Net | 26,584 | 25,073 |
Physician and Customer Relationships [Member] | ||
Indefinite Lived And Finite Lived Intangible Assets [Line Items] | ||
Amortizable intangible assets, Gross Assets | 32,865 | 32,865 |
Amortizable intangible assets, Accumulated Amortization | 15,856 | 14,755 |
Amortizable intangible assets, Net | 17,009 | 18,110 |
Non-Competition Agreements [Member] | ||
Indefinite Lived And Finite Lived Intangible Assets [Line Items] | ||
Amortizable intangible assets, Gross Assets | 848 | 848 |
Amortizable intangible assets, Accumulated Amortization | 848 | 777 |
Amortizable intangible assets, Net | 71 | |
Software [Member] | ||
Indefinite Lived And Finite Lived Intangible Assets [Line Items] | ||
Amortizable intangible assets, Gross Assets | 9,104 | 6,299 |
Amortizable intangible assets, Accumulated Amortization | 1,529 | 1,407 |
Amortizable intangible assets, Net | 7,575 | 4,892 |
Trade Names [Member] | ||
Indefinite Lived And Finite Lived Intangible Assets [Line Items] | ||
Nonamortizable intangible assets | $ 2,000 | $ 2,000 |
Goodwill and Intangible Asset30
Goodwill and Intangible Assets - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization of intangible assets | $ 713 | $ 625 | $ 1,344 | $ 1,254 |
Goodwill and Intangible Asset31
Goodwill and Intangible Assets - Schedule of Expected Annual Amortization Expense for Intangible Assets (Detail) $ in Thousands | Jun. 30, 2015USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Amortization expense for remaining fiscal year, 2015 | $ 1,894 |
Amortization expense, 2016 | 4,283 |
Amortization expense, 2017 | 4,748 |
Amortization expense, 2018 | 4,319 |
Amortization expense, 2019 | 2,191 |
Amortization expense, 2020 and thereafter | $ 7,149 |
Debt - Additional Information (
Debt - Additional Information (Detail) - USD ($) | 6 Months Ended | ||
Jun. 30, 2015 | Mar. 23, 2015 | Dec. 31, 2014 | |
Line of Credit Facility [Line Items] | |||
Credit facility, maturity date | Mar. 23, 2020 | ||
Eurodollar [Member] | |||
Line of Credit Facility [Line Items] | |||
Interest on the credit facility, description | Eurodollar Loan at a per annum rate equal to LIBOR plus a margin ranging from 2.00% to 2.50% | ||
Maximum [Member] | Eurodollar LIBOR Rate [Member] | |||
Line of Credit Facility [Line Items] | |||
Effective floating interest rate | 2.50% | ||
Minimum [Member] | Eurodollar LIBOR Rate [Member] | |||
Line of Credit Facility [Line Items] | |||
Effective floating interest rate | 2.00% | ||
Term Loan A [Member] | |||
Line of Credit Facility [Line Items] | |||
Line of credit facility | $ 27,000,000 | ||
Current borrowings under credit facility | 27,000,000 | ||
Optional pre-payment | $ 1,000,000 | ||
Due date of first payment | Sep. 30, 2015 | ||
Term Loan B [Member] | |||
Line of Credit Facility [Line Items] | |||
Line of credit facility | 8,000,000 | ||
Remaining available balance | $ 3,800,000 | ||
Additional available balance | 4,200,000 | ||
Revolving Credit Facility [Member] | |||
Line of Credit Facility [Line Items] | |||
Line of credit facility | $ 10,000,000 | ||
Current borrowings under credit facility | $ 566,000 | ||
Remaining available balance | $ 9,919,000 | $ 6,584,000 | |
CBFR Loans [Member] | |||
Line of Credit Facility [Line Items] | |||
Interest on the credit facility, description | CBFR Loans which bears interest at a per annum rate equal to (a) the Lender's prime rate or (b) LIBOR for a 30 day interest period plus 2.50%, in each case plus a margin ranging from -0.75% to -0.25%. | ||
CBFR Loans [Member] | LIBOR [Member] | |||
Line of Credit Facility [Line Items] | |||
Effective floating interest rate | 2.50% | ||
CBFR Loans [Member] | Maximum [Member] | LIBOR [Member] | |||
Line of Credit Facility [Line Items] | |||
Effective floating interest rate | (0.75%) | ||
CBFR Loans [Member] | Minimum [Member] | LIBOR [Member] | |||
Line of Credit Facility [Line Items] | |||
Effective floating interest rate | (0.25%) |
Debt - Summary of Revolver Base
Debt - Summary of Revolver Based upon Company's Eligible Accounts Receivable and Inventory (Detail) - Revolving Credit Facility [Member] - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Line of Credit Facility [Line Items] | ||
Gross Availability | $ 10,000 | $ 7,432 |
Outstanding Draws | (566) | |
Letter of Credit | (81) | (282) |
Availability on Revolver | $ 9,919 | $ 6,584 |
Debt - Summary of Future Maturi
Debt - Summary of Future Maturities of Loans and Capital Leases (Detail) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Line of Credit Facility [Line Items] | ||
2,015 | $ 3,247 | |
2,016 | 6,686 | |
2,017 | 5,635 | |
2,018 | 4,658 | |
2,019 | 4,538 | |
2,020 | 10,013 | |
Total | 34,777 | $ 25,484 |
Term Loans [Member] | ||
Line of Credit Facility [Line Items] | ||
2,015 | 1,930 | |
2,016 | 4,401 | |
2,017 | 4,401 | |
2,018 | 4,538 | |
2,019 | 4,538 | |
2,020 | 10,013 | |
Total | 29,821 | 20,087 |
Capital Lease Obligations [Member] | ||
Line of Credit Facility [Line Items] | ||
2,015 | 1,317 | |
2,016 | 2,285 | |
2,017 | 1,234 | |
2,018 | 120 | |
Total | $ 4,956 | $ 4,831 |
Debt - Summary of Company's Cur
Debt - Summary of Company's Current and Long-Term Debt (Including Capital Leases) (Detail) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Line of Credit Facility [Line Items] | ||
Current portion of long-term debt | $ 6,744 | $ 6,452 |
Long-Term Debt | 28,033 | 19,032 |
Total | 34,777 | 25,484 |
Term Loans [Member] | ||
Line of Credit Facility [Line Items] | ||
Current portion of long-term debt | 4,131 | 4,238 |
Long-Term Debt | 25,690 | 15,849 |
Total | 29,821 | 20,087 |
Revolving Credit Facility [Member] | ||
Line of Credit Facility [Line Items] | ||
Long-Term Debt | 566 | |
Total | 566 | |
Capital Lease Obligations [Member] | ||
Line of Credit Facility [Line Items] | ||
Current portion of long-term debt | 2,613 | 2,214 |
Long-Term Debt | 2,343 | 2,617 |
Total | $ 4,956 | $ 4,831 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Income Tax Disclosure [Abstract] | ||||
Income tax benefit (expense) | $ (147) | $ (716) | $ 138 | $ (1,065) |
Research and development credits | 200 | |||
Adjustments to foreign income tax liability | $ 100 | |||
Effective tax rate | 39.70% | 42.10% |
Earnings Per Share - Numerators
Earnings Per Share - Numerators and Denominators of Basic and Diluted Income per Share (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Numerator: | ||||
Net income | $ 783 | $ 886 | $ 368 | $ 1,469 |
Weighted average common shares outstanding: | ||||
Basic | 22,381,487 | 22,146,106 | 22,345,309 | 22,059,902 |
Dilutive effect of non-vested awards | 443,478 | 253,328 | 398,639 | 261,241 |
Diluted | 22,824,965 | 22,399,434 | 22,743,948 | 22,321,143 |
Net income per share: | ||||
Basic | $ 0.03 | $ 0.04 | $ 0.02 | $ 0.07 |
Diluted | $ 0.03 | $ 0.04 | $ 0.02 | $ 0.07 |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Detail) - shares shares in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Stock Options [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Shares with anti-dilutive effect | 0.1 | 0.1 | 0.1 | 0.1 |