InfuSystem Holdings, Inc. Annual report pursuant to Section 13 and 15(d)

Annual report pursuant to Section 13 and 15(d)

Business Combinations

Business Combinations

12 Months Ended

Dec. 31, 2022

Business Combination and Asset Acquisition [Abstract]

Acquisitions Accounted for Using the Purchase Method

On January 31, 2021, the Company acquired the business and the majority of the assets of FilAMed, a privately-held biomedical services company based in Bakersfield, California. In becoming a part of the Company's DME Services segment, this acquisition supplemented the Company’s existing biomedical recertification, maintenance and repair services for acute care facilities and other alternate site settings including home care and home infusion providers, skilled nursing facilities, pain centers and others.

On April 18, 2021, the Company acquired the business and substantially all of the assets of OB Healthcare Corporation (“OB Healthcare”), a privately-held biomedical services company based in Austin, Texas. OB Healthcare specializes in on-site repair, preventative maintenance, and device physical inventory management to hospitals and healthcare systems nationwide. The acquisition further develops and expands InfuSystem’s DME Services segment and complements the Company’s purchase of FilAMed.

The results of operations for FilAMed and OB Healthcare are included in the Company’s consolidated statements of operations from the respective closing dates.

Purchase Price Allocation

Pursuant to ASC Topic 805, “Business Combinations,” the purchase price for each of the acquisitions was allocated to the assets acquired and liabilities assumed based upon their estimated fair values as of the respective acquisition dates. The purchase price allocations were primarily based upon a valuation using management’s estimates and assumptions. The purchase price allocation was completed for FilAMed and OB Healthcare as of December 31, 2021. The following tables summarize the consideration paid and the allocation of the purchase price to the fair values of the assets acquired and liabilities assumed as of the respective acquisition dates for both FilAMed and OB Healthcare (in thousands):


	FilAMed		OB Healthcare		Total Consideration
Cash	$	1,400	$	6,250	$	7,650
Working capital adjustment, paid in cash	—		325		325
Contingent consideration, paid in cash	—		750		750
Total - consideration	$	1,400	$	7,325	$	8,725


	FilAMed		OB Healthcare		Total Acquisition Date Fair Value
Accounts receivable	$	—	$	725	$	725
Inventories	74		—		74
Medical equipment held for sale or rental	40		—		40
Property and equipment	102		59		161
Intangible assets	1,015		3,000		4,015
Goodwill	169		3,541		3,710
Operating lease right of use assets	281		7		288
Operating lease liabilities	(281)		(7)		(288)
Total - purchase price	$	1,400	$	7,325	$	8,725

The amount of acquisition costs for both transactions was $0.2 million and is included in general and administrative expenses for the year ended December 31, 2021.

The Company fully paid all consideration for FilAMed as of December 31, 2021. On the OB Healthcare acquisition date, the Company made an initial cash payment of $6.1 million with subsequent cash payments of $0.4 million during the year ended December 31, 2021 and had an additional estimated amount due to the seller for contingent consideration of $0.8 million,

which was recorded in the balance sheet under the heading for other current liabilities. The contingent consideration arrangement, as amended, required the Company to pay OB Healthcare $0.8 million if certain written contracts were executed. As of December 31, 2022, the requirement under the contingent consideration arrangement had been satisfied and the Company made the required payment.

The following table shows the breakdown of the identified intangible assets acquired into major intangible asset classes for both acquisitions:


	Acquisition Date Fair Value (Thousands)		Weighted-Average Amortization Period (Years)
Customer relationships	$	2,300	15
Unpatented technology	943		7
Non-competition agreements	472		5
Internal-use software	300		5

Total intangible assets (a)	$	4,015	11.2

(a) There was no residual value, renewal terms or extensions associated with any intangible assets acquired.

The goodwill acquired consists of expected synergies from combining operations of FilAMed and OB Healthcare with the DME Services segment as well as their respective assembled workforce who have specialized knowledge and experience. All of the goodwill is deductible for tax purposes.

Unaudited Pro Forma Financial Information

The unaudited pro forma financial information in the table below summarizes the combined results of operations of the Company, FilAMed and OB Healthcare as though the companies’ businesses had been combined as of January 1, 2020. The pro forma financial information for the year ended December 31, 2021 has been adjusted by $0.5 million for the tax effected amount of acquisition costs and non-recurring expenses directly attributable to the FilAMed and OB Healthcare acquisitions. The year ended December 31, 2020 also included these charges. 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 acquisitions had taken place at the beginning of each period presented nor is it indicative of future results. The following pro forma financial information presented also includes the pro forma depreciation and amortization charges from acquired tangible and intangible assets for the years ended December 31 (in thousands):


	Years Ended December 31,
	2021		2020
Revenue	$	103,152	$	100,032
Net income	$	1,936	$	16,498