ACQUISITIONS

CarePoint Partners Holdings LLC

On June 16, 2013, the Company entered into an Asset Purchase Agreement to acquire substantially all of the assets and assume certain liabilities of CarePoint Partners Holdings LLC, a Delaware limited liability company ("CarePoint") and CarePoint's subsidiaries for a purchase price estimated at $213.0 million (the "CarePoint Business Purchase Price"), to be paid in cash and subject to a working capital adjustment. The CarePoint Business Purchase Price may be increased in an additional amount of $10.0 million if the CarePoint Business achieves a specified level of product gross profit within one year from the date of closing. The closing date is expected to be during the quarter ending September 30, 2013. The Company expects to fund the CarePoint Business Purchase Price with a combination of cash and debt (see Note 15 of these Financial Statements). CarePoint, headquartered in Cincinnati, Ohio, is a provider of home and alternate-site infusion therapy for patients with complex, acute and chronic illnesses. CarePoint services approximately 20,500 patients annually and has 28 sites of service in nine states in the East Coast and Gulf Coast regions.

HomeChoice Partners, Inc.

On February 1, 2013, the Company acquired 100% of the ownership interest in HomeChoice Partners, Inc., a Delaware corporation ("HomeChoice"). The purchase price was $72.9 million at closing (the "HomeChoice Purchase Price"). The HomeChoice Purchase Price may be increased in an amount 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.

The table below summarizes the Company's preliminary 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 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 acquisition date.



	Estimated Fair Value (in thousands)
Accounts receivable	$	12,498
Inventories	1,984
Other current assets	154
Property and equipment	2,431
Identifiable intangible assets^(a)	4,000
Other non-current assets	30
Current liabilities	(4,684		)
Total identifiable net assets	16,413
Goodwill	64,508
Total fair value of cash and contingent consideration	$	80,921



(a)	The following table summarizes the provisional amounts and useful lives assigned to identifiable intangible assets:



	Weighted- Average Useful Lives	Amounts Recognized as of Acquisition Date (in thousands)
Customer relationships	5 mo. - 3 years	$	2,000
Trademarks	23 months	1,000
Non-compete agreements	1 year	1,000
Total identifiable intangible assets acquired		$	4,000

At June 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.

Revenues and loss from continuing operations of HomeChoice included in the accompanying Unaudited Consolidated Statements of Operations for the three months ended June 30, 2013, are revenues of $16.2 million and loss from operations $0.1 million, respectively. The results of operations included in the accompanying Unaudited Consolidated Statements of Operations for the six months ended June 30, 2013, include revenues and loss from continuing operations related to HomeChoice of $26.7 million and $0.9 million, respectively, for the period from acquisition to June 30, 2013. The loss from continuing operations for the three and six month periods ended June 30, 2013, include $0.8 million and $1.5 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.

InfuScience, Inc.

On July 31, 2012, the Company acquired 100% of InfuScience, Inc. (“InfuScience”) for a cash payment of $38.3 million. In June 2013, the Company made an additional cash payment of $1.2 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 remaining 24 month period following the closing. 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.

The table below summarizes the Company's assessment of the estimated fair values of the assets acquired and liabilities assumed as of the acquisition date of InfuScience.



	Estimated Fair Value (in thousands)
Cash	$	23
Accounts receivable	4,938
Inventories	586
Other current assets	371
Property and equipment	751
Identifiable intangible assets^(a)	400
Other non-current assets	349
Current liabilities	(4,428		)
Total identifiable net assets	2,990
Goodwill	38,429
Total fair value of cash and contingent consideration	$	41,419

______________________



(a)	The following table summarizes the provisional amounts and useful lives assigned to identifiable intangible assets:



	Weighted- Average Useful Lives (Months)	Amounts Recognized as of Acquisition Date (in thousands)
Customer relationships	5	400
Total identifiable intangible assets acquired	5	$	400

At June 30, 2013, there is a liability of $1.8 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.

Revenues and loss from continuing operations included in the accompanying Unaudited Consolidated Statements of Operations for the three months ended June 30, 2013, include revenues of $11.7 million, and income from operations of $1.5 million related to the operations of InfuScience. Revenues and loss from continuing operations for the six months ended June 30, 2013, include revenues of $23.1 million and income from operations of $2.6 million related to InfuScience. The income from operations for the six months ended June 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 June 30, 2013, were not significant.

Pro Forma Impact of Acquisitions

The following shows summarized unaudited pro forma consolidated results of operations for the three and six month periods ended June 30, 2013 and 2012 as if the HomeChoice and InfuScience acquisitions had occurred as of January 1, 2012 (in thousands except share data):



	Three Months Ended June 30,						Six Months Ended June 30,
	2013			2012			2013			2012
Revenues	$	190,733		$	182,375		$	396,155		$	364,833
Loss from continuing operations, net of income taxes	$	(8,317	)	$	(5,805	)	$	(15,601	)	$	(9,762	)
Basic loss per share from continuing operations	$	(0.13	)	$	(0.11	)	$	(0.26	)	$	(0.18	)
Diluted loss per share from continuing operations	$	(0.13	)	$	(0.11	)	$	(0.26	)	$	(0.18	)

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, HomeChoice and InfuScience. Except to the extent realized in the three and six month periods ended June 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 and six month periods ended June 30, 2013, the unaudited pro forma information does not reflect the costs to integrate the operations of the Company with HomeChoice and InfuScience.

The unaudited pro forma information is not necessarily indicative of what the Company's consolidated results of operations actually would have been had the 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):



	Three Months Ended June 30,					Six Months Ended June 30,
	2013		2012			2013			2012
Interest expense	$	—	$	(1,127	)	$	(292	)	$	(2,190	)
Income tax benefit	$	—	$	685		$	117		$	1,183
Amortization expense	$	—	$	(1,023	)	$	496		$	(2,326	)

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.