ACQUISITION OF INTOUCH PHARMACY LLC

9 Months Ended

Sep. 30, 2019

ACQUISITION OF INTOUCH PHARMACY LLC

ACQUISITION OF INTOUCH PHARMACY LLC

4. ACQUISITION OF INTOUCH PHARMACY LLC

On July 22, 2019, the Company acquired all of the outstanding equity interests of InTouch Pharmacy LLC (“InTouch”), a national specialty home infusion pharmacy based in Atlanta, Georgia with two additional locations in Tennessee and South Carolina. The Company accounted for the acquisition using the acquisition method.  The results of operations of InTouch are included in the condensed consolidated financial statements from the acquisition date.

The assets acquired and liabilities assumed in the InTouch acquisition, including identifiable intangible assets, were based on their estimated fair values as of the acquisition date.  The excess of the purchase price over the estimated fair value of the net tangible and identifiable intangible assets acquired was recorded as goodwill.  The allocation of the purchase price requires management to make significant estimates in determining the fair values of assets acquired and liabilities assumed, specifically related to identifiable intangible assets. These estimates are preliminary and subject to change primarily due to the fair values of the acquired identifiable intangibles assets of $6,660 and the contingent consideration arrangement of $7,102 are provisional pending receipt of the final valuations for those assets and information to finalize the opening

working capital adjustments is not yet available. The following table summarizes the consideration transferred to acquire InTouch:

Cash	$	7,491
Restricted common stock (836,431 shares)		3,899
Contingent consideration at fair value		7,102
	$	18,492

The fair value of the 836,431 restricted common shares issued as part of the consideration paid at closing, in accordance with the purchase agreement, was determined using a per share closing price of the Company’s common stock on the acquisition date ($5.18) and multiplied by 90 percent to account for the restricted nature of the shares.

The purchase price includes a contingent consideration arrangement that requires the Company to pay the former owners additional cash payouts of up to $8,000 if certain gross profit targets, as defined in the arrangement, are met in each of the next three years. The Company recorded an estimated liability equal to the fair value of the contingent consideration obligation of $7,102 as of the acquisition date.  The estimated fair value of the contingent consideration obligation was determined using a probability weighted discounted cash flow model. This fair value measurement is based on significant inputs not observable in the market and thus represents a Level 3 measurements.

The Company incurred acquisition related costs of $174 which were charged to Selling, general and administrative expenses during the three months ended September 30, 2019.

The following table summarizes the preliminary estimated fair values of the assets acquired and liabilities assumed at the acquisition date:

Cash	$	443
Receivables		6,939
Inventories		496
Other current assets		40
Definite-lived intangibles assets		6,660
Other noncurrent assets		24
Accounts payable		(2,567)
Accrued expenses - compensation and benefits		(625)
Total identifiable net assets		11,410
Goodwill		7,082
	$	18,492

The estimated fair value of the definite-lived intangible assets that were acquired and their respective useful lives are as follows:

	Useful
	Life	Amount
Patient relationships	8 years	$	4,400
Non-compete employment agreements	5 years		260
Trade names and trademarks	5 years		2,000
		$	6,660

The estimated fair value of the accounts receivable acquired is $6,939, with the gross contractual amount being $7,695. The Company expects $756 to be uncollectible.

The unaudited pro forma operating results have not been presented since the effect of the InTouch acquisition was not significant to the condensed consolidated financial statements.