Acquisitions and Transactions | 3. Acquisitions and Transactions Tahoe Transaction On September 16, 2015, Tahoe Investment Group Co., Ltd. (“Tahoe”), formerly known as Fujian Thai Hot Investment Co., Ltd., agreed to purchase approximately 5,537,945 shares of the Company’s common stock from funds managed by Oaktree Capital Management, L.P. (“Oaktree”) and MTS Health Investors, LLC (“MTS”), and Larry C. Buckelew (together, The Tahoe Transaction closed on March 29, 2016. As a result of the Tahoe Transaction, Tahoe, through a wholly-owned subsidiary, owned an aggregate of approximately 52% of the Company’s outstanding shares of common stock as of December 31, 2016. The Company has not agreed to pay any management fees to Tahoe for any financial advisory services provided to the Company. On December 12, 2016, the Company announced it had received a letter describing a non-binding proposal from Tahoe to acquire all of the outstanding common shares of Alliance that are not currently owned by Tahoe for a purchase price of $9.60 per share in cash (the “Expression of Interest”). The Company’s board of directors authorized a Special Committee, comprised solely of directors not affiliated with Tahoe, to evaluate the Expression of Interest. The Expression of Interest indicated that any transaction with Tahoe would be subject to approval by the Special Committee and a non-waiveable condition requiring approval of a majority of the shares of Alliance not owned by Tahoe or is affiliates. Tahoe also indicated that the proposed transaction would not be subject to a financing condition . 2016 Acquisitions During the year ended December 31, 2016, a total of $25.9 million in cash was paid, net of cash acquired, for the acquisitions and the settlement of holdback liabilities. Transaction and other integration costs incurred in 2016 were $1.9 million and were included in “Transaction costs” in the Company’s consolidated statement of income and comprehensive income. These acquisitions contributed $8.7 million in revenues in 2016. The Company negotiated the respective purchase prices of the businesses based on the expected cash flows to be derived from their operations after integration into the Company’s existing operations. The acquisition purchase price for each business is allocated based on the fair values of the assets acquired and liabilities assumed, which are based on management estimates with the assistance of third-party appraisals. Purchase price allocations for the businesses acquired during 2016 are primarily based on provisional fair values and are subject to revision as the Company finalizes appraisals and other analyses. Final determination of the fair values may result in further adjustments to the values presented. North Alabama Cancer Care Organization (“NACCO”) Effective on November 1, 2016, the Company executed an agreement among its Oncology Division, the Healthcare Authority of the City of Huntsville, and the Center for Cancer Care to form a comprehensive cancer care partnership in northern Alabama. The Company contributed cash of $19.9 million and its rights to certain assets to NACCO in exchange for a 45.1% controlling interest in the joint venture. The Company financed this acquisition using the revolving loan facility. For additional information, see Note 9. The fair value of the consideration transferred was based on the net book value of the assets transferred by the Company to NACCO at the acquisition date because the Company had control of the assets before and after the transaction. Prior to the transfer, the Company wrote down a portion of the assets to fair value based on certain indicators of impairment. See Note 6 for details. The following table summarizes the consideration paid for NACCO and the recognized amounts of identifiable assets acquired and liabilities assumed at the acquisition date : (in thousands) Consideration: Cash consideration paid $ 19,854 Working capital 735 Certain intangible assets and equipment transferred to NACCO by the Company 9,900 Total consideration $ 30,489 Recognized amounts of NACCO assets acquired and liabilities assumed: Cash received $ 1,630 Equipment, net 1,334 Goodwill 14,116 Identifiable intangible assets 50,500 Noncontrolling interest (37,091 ) Total consideration $ 30,489 The values assigned to the various assets and liabilities acquired in this transaction are preliminary and may be subject to adjustment as the calculation of their respective fair values could be subject to change The goodwill resulting from the acquisition largely represents intangible assets that do not qualify for separate recognition, including existing patients and the solid record of patient care in the local community. A portion of the recorded goodwill and intangible assets is being amortized over 15 years for tax purposes. The following table summarizes the acquired intangible assets and their estimated useful lives at the acquisition date: (dollars in thousands) Estimated Useful Life (in years) Fair Value Identifiable intangible assets: Physician referral network 12 $ 26,500 Non-competition agreements 12 11,100 Trademarks 15 3,000 Certificates of need (“CONs”) N/A 9,900 $ 50,500 Acquired intangible assets are amortized on a straight-line basis over their estimated useful lives. The fair values of the identifiable intangible assets were estimated using several valuation methodologies, representing Level 3 fair value measurements. The value for physician referral network was estimated based on a multi-period excess earnings approach, whereas the values for non-competition agreements and trademarks were assessed using the with-and-without and relief from royalty methodologies, respectively. See Note 6 for discussion of CONs. Inputs used in the methodologies primarily included projected future cash flows, discounted at a rate commensurate with the risk involved. Specifically, key assumptions used in the valuation of the identifiable intangible assets, excluding CONs, consisted of the following: Discount rate 9.0 % Perpetual growth rate 1.0 % Tax rate 38.0 % Risk-free rate 4.0 % Peer company beta 0.69 The fair value of noncontrolling interest related to this transaction was estimated using a combination of the income approach, which analyzed projected discounted future cash flows, and the market approach, which considered comparable public companies as well as comparable industry transactions. Changes in these estimates or assumptions could materially affect the determination of fair value. Under the income and market approaches, the following Level 3 estimates and assumptions were used: Weighted Average Discount rate 16.3 % Perpetual growth rate 3.0 % Tax rate 39.2 % Risk-free rate 1.9 % EBITDA multiple 4.1x to 5.9x The results for the year ended December 31, 2016 included net revenue and net income before income taxes generated by NACCO of $4.0 million and $1.1 million, respectively. American Health Centers, Inc. In a two-part transaction on April 22, 2016 and May 19, 2016, the Company, through its Radiology Division, acquired the mobile business practice of American Health Centers, Inc. (“AHC”), a provider of fixed and mobile radiology and nuclear medicine services in New Hampshire and Vermont. The Company acquired 8 AHC mobile radiology sites, and 5 AHC mobile nuclear medicine sites. The combined cash purchase price, net of related contingent consideration, totaled $4.2 million. The Company financed this acquisition using the revolving loan facility. For additional information, see Note 9. The following table summarizes recognized amounts of identifiable assets acquired and liabilities assumed at the acquisition date: (in thousands) Equipment, net $ 2,354 Goodwill 335 Identifiable intangible assets 1,940 Total consideration $ 4,629 The goodwill resulting from the acquisition largely represents intangible assets that do not qualify for separate recognition, including existing patients and the solid record of patient care in the local community. A portion of the recorded goodwill and intangible assets is being amortized over 15 years for tax purposes. The Company recorded the intangible assets at fair value at the acquisition date, which was estimated using the income approach. Acquired intangible assets are amortized on a straight-line basis over their estimated useful lives. The following table summarizes the acquired intangible assets and their estimated useful lives at the acquisition date: (dollars in thousands) Estimated Useful Life (in years) Fair Value Identifiable intangible assets: Customer contracts 15 $ 1,600 Non-competition agreement 5 340 $ 1,940 The results for the year ended December 31, 2016 included net revenue and net income before income taxes generated by AHC of $2.5 million and $1.0 million, respectively. The values assigned to the various assets and liabilities acquired in this transaction are preliminary and may be subject to adjustment as the calculation of their respective fair values could be subject to change. The agreement includes contingent consideration arrangements, which are based on performance of the 18-month period following the transaction date. The fair value of these contingent consideration arrangements of $420,000 and $405,000 as of the acquisition date and December 31, 2016, respectively, was estimated using the Company’s established fair value approach. For additional information, see Note 5. 2015 Acquisitions During the year ended December 31, 2015, a total of $49.1 million in cash was paid, net of cash acquired, for the acquisitions and for the settlement of holdback liabilities. Transaction and other integration costs incurred in 2015 were $3.3 million and were included in “Transaction costs” in the Company’s consolidated statement of income and comprehensive income. These acquisitions contributed $43.8 million in revenues in 2015. Pacific Cancer Institute, Inc. On December 31, 2015, the Company through its Oncology Division, acquired a 95% controlling interest in the Pacific Cancer Institute (“PCI”), a state-of-the-art radiation therapy and SRS center located in Maui, Hawaii. The purchase price consisted of $11.0 million in cash, net of holdback liabilities. The Company financed this acquisition using the revolving loan facility. The following table summarizes recognized amounts of identifiable assets acquired and liabilities assumed at the acquisition date, as well as adjustments to finalize the valuations: (in thousands) Equipment, net $ 1,306 Other assets 152 Goodwill 6,505 Identifiable intangible assets 8,800 Deferred tax liability (3,748 ) Other liabilities (122 ) Noncontrolling interest (430 ) Total consideration $ 12,463 During the year ended December 31, 2016, the Company adjusted the PCI purchase price allocation as a result of obtaining additional information regarding the values of certain assets. The impact of the adjustment to the PCI purchase price allocation was a decrease to acquired equipment and an increase to goodwill of $615,000. The goodwill resulting from the acquisition largely represents other intangible assets that do not qualify for separate recognition, including existing patients and the solid record of patient care in the local community. (dollars in thousands) Estimated Useful Life (in years) Fair Value Identifiable intangible assets: CONs N/A $ 6,200 Physician referral network 10 1,000 Trademarks 15 950 Non-solicitation and non-competition agreements 5 650 $ 8,800 The fair value of noncontrolling interest related to this transaction was estimated to be $430,000 as of the acquisition date, using the income approach. For the year ended December 31, 2015, net revenue and net income generated by PCI were not material. The agreement includes contingent consideration arrangements, which are based on performance of the 12-month period following the transaction date. The fair value of these contingent consideration arrangements of $1.4 million was estimated using probability-adjusted performance estimates as of the acquisition date. As of December 31, 2016, the Company did not record a liability related to these contingent consideration arrangements since it believes that the achievement of the performance goals is unlikely. AHIP-Florida, LLC On October 14, 2015, the Company, through its Interventional Division, acquired a 60% controlling interest in PRC, a premier provider of interventional pain management healthcare with 8 locations in Central Florida and the Palm Coast. The purchase price consisted of $15.0 million in cash, net of $264,000 cash acquired. The Company financed this acquisition using the revolving loan facility The following table summarizes recognized amounts of identifiable assets acquired and liabilities assumed at the acquisition date, as well as adjustments to net a working capital settlement and finalize valuations: (in thousands) Cash received $ 264 Equipment, net 890 Other assets 351 Goodwill 8,234 Identifiable intangible assets 15,600 Other liabilities (475 ) Noncontrolling interest (5,921 ) Total consideration $ 18,943 During the year ended December 31, 2016, the Company received a working capital settlement of $387,000, which reduced total consideration. Additionally, the Company adjusted the PRC purchase price allocation as a result of obtaining additional information regarding the values of certain assets. The impact of the adjustment to the PRC purchase price allocation was a decrease to other assets of $833,000 and increases to goodwill, identifiable intangible assets and noncontrolling interest of $428,000, $200,000 and $182,000, respectively. The goodwill resulting from the acquisition largely represents other intangible assets that do not qualify for separate recognition, such as prominent leadership and solid record of patient care programs that set national standards for quality coordinated care in pain management. A portion of the recorded goodwill and intangible assets is being amortized over 15 years for tax purposes. The Company recorded the intangible assets at fair value at the acquisition date, which was estimated using the income approach. Acquired intangible assets are amortized on a straight-line basis over their estimated useful lives. The following table summarizes the acquired intangible assets and their estimated useful lives at the acquisition date: (dollars in thousands) Estimated Useful Life (in years) Fair Value Identifiable intangible assets: Physician referral network 20 $ 12,100 Trademarks 15 1,700 Non-solicitation and non-competition agreements 5 1,800 $ 15,600 The fair value of the mandatorily redeemable noncontrolling interest related to this transaction $2.4 million and $2.4 million as of the acquisition date and as of December 31, 2016, respectively. The agreement includes contingent consideration arrangements, which are based on performance of the 12-month period following the transaction date. The fair value of these contingent consideration arrangements of $2.5 million was estimated using probability-adjusted performance estimates as of the acquisition date. As of December 31, 2016, the Company had not made any payments and did not record a liability related to these contingent consideration arrangements since it believes that the achievement of performance goals was unlikely. Alliance-HNI, LLC and Subsidiaries On August 1, 2015, the Company obtained an additional 15.5% interest in its previously unconsolidated investment, Alliance-HNI, LLC (“AHNI”) through a step acquisition. Prior to August 1, 2015, the Company held a noncontrolling interest in AHNI, pursuant to its ownership of Medical Consultants Imaging, Co. (“MCIC”), which held a 50% interest in a joint venture that was subsequently renamed AHNI. Prior to the step acquisition on August 1, 2015, AHNI had three subsidiaries: Alliance-HNI Leasing Co. (“AHNIL”), Alliance-HNV PET/CT Services, LLC (“AHNVPS”) and Alliance-HNV PET/CT Leasing, LLC (“AHNVPL”). AHNI held a 98% interest in AHNIL, which AHNI consolidated, and, effectively, a 53.4% interest in AHNVPS, which AHNI did not consolidate. In addition to the Company’s original 50% investment in AHNI, it also had a 46.6% direct interest in AHNVPS prior to the step acquisition and, accordingly, the Company has historically consolidated AHNVPS and AHNVPL. On August 1, 2015, the Company contributed its 46.6% interest in HNVPS and its rights to certain assets to AHNI in exchange for an additional 15.5% interest in AHNI. After the transaction the Company holds a 65.5% interest in AHNI which, in turn, holds all of the outstanding interest in AHNVPS. As a result of gaining a controlling interest in AHNI, the Company began consolidating AHNI effective August 1, 2015. Pursuant to ASC 805, “Business Combinations,” the transaction is considered a step acquisition and the Company was required to remeasure its previously held equity interest in AHNI at its acquisition date fair value and recognize any resulting gain or loss. AHNVPS assets that the Company was in control of before and after the acquisition were maintained at their carrying amounts immediately before the acquisition date and no gain or loss or resulting goodwill was recognized on these assets. The following table summarizes the consideration paid for AHNI and the recognized amounts of the assets acquired and liabilities assumed at the acquisition date: (in thousands) Consideration: The Company’s equity investment in AHNVPS transferred to AHNI $ 721 Certain equipment transferred to AHNI by the Company 477 Fair value of total consideration transferred 1,198 Fair value of the Company’s equity interest held in AHNI before the business combination 13,645 Recognized amounts of AHNI assets acquired and liabilities assumed: Cash 1,848 Accounts receivable, net 2,064 Equipment, net 6,962 Intangible assets 13,700 Other assets 1,919 Long term debt (4,110 ) Other liabilities (1,095 ) Total recognized net assets 21,288 Noncontrolling interest in AHNI 9,463 Goodwill $ 2,988 The fair value of the consideration transferred was based on the net book value of the assets transferred by the Company to AHNI at the acquisition date because the Company had control of those assets before and after the transaction. The intangible assets consist primarily of physician referral network, trademarks, and CONs, a portion of which are being amortized over 15 years. The fair value of both the Company’s equity interest and the noncontrolling interest in AHNI, a private company, was estimated by applying the income approach and market approach. This fair value measurement was based on significant inputs that are not observable in the market and thus represents a fair value measurement categorized within Level 3 of the fair value hierarchy as described in Note 2 and Note 5. Key assumptions include a weighted average cost of capital of 11.5%, a revenue multiple of 1.7, and various earnings multiples between 5.0 and 6.5. The Company recognized a non-cash gain of $10.7 million as a result of remeasuring to fair value its 50% equity interest in AHNI held before the business combination. The gain is included in “Other income, net” in the accompanying consolidated statements of income and comprehensive income for the year ended December 31, 2015. The goodwill recorded largely represents other intangible assets that do not qualify for separate recognition, such as assembled workforce and well-known local presence and reputation. The results for the year ended December 31, 2015 included $10.6 million and $5.9 million of net revenue and net income before income taxes, respectively, generated by AHNI related to the post step acquisition period. The Pain Center of Arizona On February 17, 2015, the Company purchased approximately a 59% membership interest in TPC, a comprehensive full-time pain management medical practice with 12 locations within the state of Arizona. The purchase price consisted of $24.1 million in cash, net of $234,000 cash acquired, and net of extinguishment of $3.1 million of related party notes receivable. The Company financed this acquisition using the revolving loan facility. The following table summarizes recognized amounts of identifiable (in thousands) Cash received $ 234 Accounts receivable, net 4,440 Equipment, net 3,346 Other assets 416 Goodwill 22,566 Identifiable intangible assets 24,600 Debt (2,781 ) Other liabilities (3,030 ) Noncontrolling interest (20,598 ) Total consideration $ 29,193 The goodwill resulting from the acquisition largely represents other intangible assets that do not qualify for separate recognition, such as prominent leadership and solid record of patient care programs that set national standards for quality coordinated care in pain management . A portion of the recorded goodwill and intangible assets is being amortized over 15 years for tax purposes. The Company recorded the intangible assets at fair value at the acquisition date, which was estimated using the income approach. Acquired intangible assets are amortized on a straight-line basis over their estimated useful lives. The following table summarizes the acquired intangible assets and their estimated useful lives at the acquisition date: (dollars in thousands) Estimated Useful Life (in years) Fair Value Identifiable intangible assets: Physician referral network 20 $ 13,500 Trademarks 20 11,100 $ 24,600 The fair value of noncontrolling interest related to this transaction was estimated to be $20.6 million as of the acquisition date using the implied fair value based on the Company’s ownership percentage. The results for the year ended December 31, 2015 included $30.1 million of net revenue and $1.8 million of net income before income taxes, earnings from unconsolidated investees and noncontrolling interest generated by TPC. The agreement includes contingent consideration arrangements, which are based on performance of the 12-month period following the transaction date. The fair value of these contingent consideration arrangements of $1.8 million was estimated using probability-adjusted performance estimates as of the acquisition date. The Company paid $810,000 of the contingent consideration during the year ended December 31, 2016. 2014 Acquisition Charleston Area Radiation Therapy Centers In November 2014, the Company through its Oncology Division invested $14.4 million, net of cash received, to acquire 50% equity in the formation of a joint venture between Charleston Area Medical Center (“CAMC”) and Charleston Radiation Therapy Consultants, which established a new, state-of-the-art radiation therapy department at the CAMC Cancer Center that utilizes the latest in cancer technologies and treatments. In addition, Alliance has assumed full operational responsibility for the existing radiation oncology units at multiple locations in the Charleston, West Virginia area. As a result of the Company’s ability to consolidate the joint venture, it recorded goodwill of $6.9 million and intangible assets of $21.7 million, of which $11.5 million is attributed to the necessary CONs. The goodwill recorded largely represents other intangible assets that do not qualify for separate recognition, including existing patients of the hospital and the solid record of patient care that CAMC has established in the local community. The Company recognized revenues and net income before income taxes of $1.8 million and $899,000, respectively, in its 2014 consolidated statement of income and comprehensive income and believes the revenues and expenses attributed to CAMC are immaterial to its 2014 consolidated results of operations, financial position, or cash flows. Pro Forma Impact of Acquisitions The following table provides unaudited pro forma revenues and results of operations for the years ended December 31, 2016 and 2015, as if the acquisitions had occurred on January 1, 2015. The pro forma results were prepared from financial information obtained from the sellers of the businesses, as well as information obtained during the due diligence process associated with the acquisitions. The unaudited pro forma results reflect certain adjustments related to the acquisitions, such as increased depreciation and amortization expense resulting from the stepped-up basis to fair value of assets acquired and adjustments to reflect the Company’s borrowing and tax rates. The pro forma operating results do not include any anticipated synergies related to combining the businesses. Accordingly, such pro forma operating results were prepared for comparative purposes only and do not purport to be indicative of what would have occurred had the acquisitions been made as of January 1, 2015 or of results that may occur in the future. Year Ended December 31, (in thousands, except per share amounts) 2016 2015 2014 Total revenues $ 524,247 $ 522,347 $ 503,323 Net income attributable to the Company 3,547 13,703 16,773 Basic earnings per share 0.33 1.28 1.57 Diluted earnings per share 0.32 1.26 1.55 Restructuring Plan From time to time, the Company’s management implements immaterial restructuring plans, including the closure or consolidation of certain sites as a result of the loss of certain customers. The impact of the charges resulting from restructuring plans are summarized below: Year Ended December 31, (in thousands) 2016 2015 2014 Cost of revenues, excluding depreciation and amortization $ 787 $ 900 $ 1,440 Selling, general and administrative expenses 275 175 1,162 Severance and related costs — 27 — Amortization expense — 225 — Other expense, net 573 — — Total restructuring charges $ 1,635 $ 1,327 $ 2,602 The restructuring plans, under which costs were incurred during the year ended December 31, 2016, were adopted at varying times, beginning in 2009, and are expected to be completed by the third quarter of 2019. |