MBH Mbf Healthcare Acquisition Corp.

CONSHOHOCKEN, Pa., June 23 /PRNewswire-FirstCall/ -- Critical Homecare Solutions Holdings, Inc. ("CHS"), a leading provider of home infusion therapy services, today announced financial results for the year ended December 31, 2007 and the quarter ended March 31, 2008. Bob Cucuel, the Company's Chief Executive Officer, stated, "We are extremely pleased with our fiscal 2007 and first quarter 2008 financial results which are a testament to the strength of our business model. Since our inception in September 2006, we have successfully acquired and integrated nine home health businesses. With 67 branch locations, we have established significant scale and a leading presence in the attractive Northeast and Southeast markets. We look forward to continuing to expand our presence in the highly fragmented home infusion industry." Full Year 2007 Highlights -- Full year 2007 revenue increased over tenfold to $193.9 million from $16.9 million for the four month period from the Company's inception on September 1, 2006 to December 31, 2006. The increase in net revenue was attributable to strong organic growth and the six acquisitions completed in 2007 that led to the increased patients serviced. -- Full year 2007 operating income totaled $18.7 million, up from $1.2 million for the four-month period of 2006. The 2007 operating income included a $4.4 million charge to write-off stock issuance costs in connection with CHS' initial public offering filing that was withdrawn following the execution of a definitive stock purchase agreement with MBH. -- Full year 2007 net income rose 464% to $1.6 million from $0.3 million for the four-month period of 2006. The 2007 net income included $15.3 million of interest expense on outstanding borrowings made under the Company's credit facilities. -- Earnings before interest, depreciation, amortization, taxes, stock options and the write-off of stock issuance costs ("EBITDAOS") increased to $27.5 million for the year ended December 31, 2007 from $1.6 million for the four month period of 2006. Pro forma EBITDAOS, adjusted for certain management fees, integration, severance and non-cash costs as defined in the Company's bank credit facilities and without regard to certain caps on such items contained within the facilities, totaled $34.6 million for the year ending December 31, 2007. First Quarter 2008 Highlights -- First quarter 2008 revenue increased 23.0% to $54.7 million from $44.5 million for the first quarter of 2007. The increase in net revenue was attributable to strong organic growth and acquisitions that led to the increased patients serviced from the 67 branch locations at March 31, 2008. -- First quarter 2008 operating income totaled $7.5 million, up from $4.5 million for the quarter ended March 31, 2007. The increase in operating income was attributable to strong organic growth and acquisitions. -- First quarter 2008 net income rose 725% to $1.9 million from $0.2 million for the first quarter 2007. -- EBITDAOS increased to $8.7 million for the quarter ended March 31, 2008 from $5.4 million for the quarter ended March 31, 2007. Pro forma EBITDAOS, adjusted for certain management fees, MBH transaction, integration, severance and non-cash costs as defined in the Company's bank credit facilities and without regard to certain caps on such items contained within the facilities, totaled $10.3 million for the quarter ended March 31, 2008, as compared to $6.3 million for the first quarter of 2007. -- CHS is pleased to announce the acquisition of Wilcox Pharmacy in the Northeast, effective April 1, 2008. -- CHS has also signed a Definitive Purchase Agreement to acquire an Infusion Provider in the Metropolitan New York Service area. Closing is expected in 60 to 90 days. Definitive Merger Agreement On February 6, 2008, Critical Homecare signed a definitive stock purchase agreement with MBF Healthcare Acquisition Corp. (AMEX:MBH), a publicly traded special purpose acquisition company. The boards of directors of both companies have unanimously approved the transaction. Pursuant to the terms of the agreement, MBH will acquire all of the outstanding capital stock of CHS, for $420 million, subject to customary adjustments as set forth in the stock purchase agreement. Upon completion of the acquisition, MBH will change its name to Critical Homecare Solutions, Inc., and expects its common stock to continue trading publicly on the American Stock Exchange. Assuming the transaction receives requisite stockholder approval and all other conditions are met, MBH anticipates completing the acquisition of CHS in the third quarter of 2008. Corporate Developments Effective January 1, 2007, CHS acquired Deaconess Enterprises, Inc., one of the largest providers of comprehensive infusion and nursing services in the United States with 2006 net revenue of approximately $113.7 million. Effective March 1, 2007, CHS acquired Infusion Solutions, Inc., a New Hampshire-based infusion services provider with 2006 net revenue of approximately $6.8 million. Effective June 1, 2007, CHS acquired Applied Health Care, Ltd., a Texas provider of infusion, specialty pharmacy and other services with 2006 net revenue of approximately $5.8 million. Effective July 1, 2007, CHS acquired Infusion Partners of Brunswick, Inc., a provider of home infusion and specialty pharmacy services in Georgia with 2006 net revenue of approximately $3.6 million, and Infusion Partners of Melbourne, Inc., a provider of home infusion, respiratory and nutritional services in Melbourne, Florida with 2006 net revenue of approximately $2.0 million. Effective August 1, 2007, CHS acquired East Goshen Pharmacy, Inc., a provider of home infusion services in Delaware and Pennsylvania with 2006 net revenue of approximately $5.3 million. Effective April 1, 2008, CHS acquired Wilcox Medical, Inc., a provider of home infusion services in Vermont, with 2007 net revenue of approximately $4.7 million. About MBF Healthcare Acquisition Corp. MBH is a blank check company formed for the purpose of acquiring, through a merger, capital stock exchange, stock purchase, asset acquisition or other similar business combination, one or more operating business in the healthcare industry. About Critical Homecare Solutions, Inc. CHS is a leading provider of comprehensive home infusion therapy and specialty infusion services to patients suffering from acute or chronic conditions. CHS delivers over 400,000 infusion pharmaceuticals, biopharmaceuticals, nutrients and related services each year to patients in the home through 35 infusion locations in 16 states, primarily in the eastern United States. CHS also provides over 350,000 nursing and therapy visits and approximately 600,000 private duty nursing hours each year to patients in the home through 32 home nursing locations in three states. CHS currently provides customized local clinical care to approximately 20,000 patients through its branch network and has relationships with approximately 450 payors, including insurers, managed care organizations and government payors. For more information on CHS please visit the company website at (http://www.criticalhs.com/). The information included on the CHS website is not incorporated by reference into this press release or in any filing with the Securities and Exchange Commission. Additional Information and Where to Find It On June 3, 2008, MBH filed an amended preliminary proxy statement concerning the previously announced proposed transaction between MBH and CHS, which will be subject to review by the Securities and Exchange Commission. MBH stockholders and other interested persons are urged to read the definitive proxy statement and other relevant materials when they become available as they will contain important information about MBH, CHS and the proposed transaction. Such persons can also read MBH's final prospectus dated April 17, 2007, for a description of the security holdings of the MBH officers and directors and their respective interests in the successful consummation of the proposed transaction. The definitive proxy statement will be mailed to stockholders as of a record date to be established for voting on the proposed transaction. Forward Looking Statements Any statements contained in this press release that do not describe historical facts may constitute forward-looking statements as that term is defined by the United States Private Securities Litigation Reform Act of 1995. Any such forward-looking statements contained herein are based on current expectations, but are subject to a number of risks and uncertainties that may cause actual results to differ materially from expectations such as material adverse events affecting MBH and CHS, their ability to complete a business combination and those other risks and uncertainties detailed in MBH's filings with the Securities and Exchange Commission. MBH and CHS caution readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. MBH and CHS do not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement to reflect any change in their expectations or any change in events, conditions or circumstances on which any such statement is based. CRITICAL HOMECARE SOLUTIONS HOLDINGS, INC. CONSOLIDATED BALANCE SHEETS (dollars in thousands, except per share data) March 31, December 31, 2008 2007 ASSETS Current Assets: Cash 2,217 1,680 Accounts receivable, net 46,082 45,474 Inventory 3,531 3,634 Prepaids and other current assets 1,736 2,317 Deferred tax assets 5,965 5,968 Total Current Assets 59,531 59,073 Property and Equipment, net 6,555 6,722 Other Assets: Goodwill 198,018 196,793 Intangible assets, net 21,315 21,423 Deferred financing fees, net 2,617 2,729 Preacquisition costs - - Other assets 1,712 1,530 Total Other Assets 223,662 222,475 Total Assets 289,748 288,270 LIABILITIES AND EQUITY Current Liabilities: Accounts payable 2,857 5,604 Accrued expenses 22,962 22,910 Current portion of long-term debt 3,700 2,975 Current portion of capital lease obligations 226 238 Total Current Liabilities 29,745 31,727 Long-Term Debt, net of current portion 152,700 151,400 Long-Term Capital Lease Obligations, net of current portion 132 180 Deferred tax liabilities 8,685 8,689 Total Liabilities 191,262 191,996 Commitments and Contingencies Stockholders' Equity: Preferred stock, $0.0001 par value, 5,000,000 shares authorized; 0 issued and outstanding at March 31, 2008 and December 31, 2007, respectively Common stock, $0.001 par value, 100,000,000 shares authorized; 90,898,079 and 25,350,000 issued and outstanding at March 31, 2008, and December 31, 2007, respectively 91 91 Subscription receivable - - Additional paid-in capital 94,593 94,286 Retained earnings 3,802 1,897 Total Stockholders' Equity 98,486 96,274 Total Liabilities and Equity 289,748 288,270 CRITICAL HOMECARE SOLUTIONS HOLDINGS, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (dollars in thousands, except per share data) Period From September 1, 2006 (Date of Quarter Quarter Inception) Ended Ended Year Ended to March 31, March 31, December 31, December 31, 2008 2007 2007 2006 Net revenue 54,678 44,462 193,853 16,897 Costs and expenses: Cost of goods (excluding depreciation and amortization) 16,340 13,551 52,755 7,472 Cost of services provided 10,647 9,596 42,590 1,680 Selling, distribution, and administrative expenses 18,007 15,115 67,505 5,507 Provision for doubtful accounts 1,302 1,059 4,567 601 Depreciation and amortization 775 648 3,406 416 Write-off of stock issuance costs 61 - 4,379 - Total costs and expenses 47,132 39,969 175,202 15,676 Operating income 7,546 4,493 18,651 1,221 Interest and other financing costs (3,738) (4,232) (15,324) (756) Other income (expense), net - 303 613 (1) Income before income taxes 3,808 564 3,940 464 Provision for income taxes 1,903 333 2,328 178 Net income 1,905 231 1,612 286 Per share data: Basic earnings per share 0.02 - 0.02 0.01 Diluted earnings per share 0.02 - 0.02 0.01 Weighted average number of common shares outstanding: Basic 90,898,079 79,016,667 86,050,106 25,350,000 Diluted 94,845,460 79,016,667 84,840,355 25,350,000 CRITICAL HOMECARE SOLUTIONS HOLDINGS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (dollars in thousands, except per share data) Period From September 1, 2006 (Date of Quarter Quarter Inception) Ended Ended Year Ended to March 31, March 31, December December 2008 2007 31, 2007 31, 2006 Cash flows from operating activities: Net income 1,905 231 1,612 286 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Provision for doubtful accounts 1,302 1,059 4,567 601 Depreciation and amortization 775 648 3,406 475 Write-off of stock issuance costs 61 - 4,379 - Write-off and amortization of deferred financing fees 191 966 1,511 - Provision for deferred taxes - - (179) 178 Compensation expense related to issuance of stock options 307 226 1,064 - Change in operating assets and liabilities, net of effects of acquisitions: Accounts receivable (1,910) (2,760) (15,391) (1,645) Inventories 102 423 552 (349) Prepaids and other current assets 585 (1,597) (1,415) 145 Other assets (153) (232) (5,718) - Accounts payable and accrued expenses (1,992) (5,979) 4,470 795 Net cash flows provided by (used in) operating activities 1,173 (7,015) (1,142) 486 Cash flows from investing activities: Cash paid for acquisitions, net of cash acquired (1,226) (150,776) (176,858) (48,054) Repayment of amounts due to sellers (768) (214) (11,395) - Cash paid for preacquisition costs (28) - (15) (230) Cash paid for property and equipment (503) (1,303) (3,125) (1,020) Proceeds from disposal of assets 3 - - - Net cash flows used in investing activities (2,522) (152,293) (191,393) (49,304) Cash flows from financing activities: Proceeds from issuance of common stock - 57,500 67,963 25,175 Proceeds from stock subscription - - 175 - Repayment of long-term debt and capital lease obligations (2,535) (26,354) (36,863) (255) Proceeds from borrowings 4,500 135,500 165,500 25,636 Payment of deferred financing fees (79) (2,802) (3,407) (891) Net cash flows provided by financing activities 1,886 163,844 193,368 49,665 Net increase in cash and cash equivalents 537 4,536 833 847 Cash and cash equivalents, beginning of period 1,680 847 847 - Cash and cash equivalents, end of period 2,217 5,383 1,680 847 Supplemental disclosures of cash flow information: Cash paid during the year for: Interest 3,489 1,813 12,789 646 Income taxes 321 360 3,851 - Noncash investing and financing activities: assets purchased under capital lease - - - 65 CRITICAL HOMECARE SOLUTIONS HOLDINGS, INC. RECONCILIATION OF AS ADJUSTED EBITDAOS (dollars in thousands, except per share data) Period From September 1, 2006 (Date of Quarter Quarter Inception) Ended Ended Year Ended to March 31, March 31, December December 2008 2007 31, 2007 31, 2006 Earnings before interest, taxes, depreciation, amortization, stock options and write off of stock issuance costs ("EBITDAOS"): Net income 1,905 231 1,612 286 Provision for income taxes 1,903 333 2,328 178 Other (income) expense - (303) (613) 1 Interest and other financing costs 3,738 4,232 15,324 756 Depreciation and amortization 775 648 3,406 416 Write-off of stock issuance costs 61 - 4,379 - Stock option expense 307 226 1,064 - EBITDAOS 8,689 5,367 27,500 1,637 Other adjustments, per the provisions of the Company's bank credit facilities, before consideration of certain caps on such items: Management fees 160 131 521 Professional liability IBNR - - 264 Additional IPO and public company-related costs - - 1,741 Pro forma adjustments and due diligence costs 50 - 693 Severance costs 20 377 818 MBH transaction costs 725 - - Integration costs 615 427 3,075 As Adjusted EBITDAOS 10,259 6,302 34,612 Contacts: MJ Graves Stephanie Carrington / Jared Hoffman Chief Financial Officer The Ruth Group Critical Homecare Solutions, Inc. 646-536-7017 / 7013 610-825-2061 DATASOURCE: Critical Homecare Solutions Holdings, Inc. CONTACT: MJ Graves, Chief Financial Officer of Critical Homecare Solutions, Inc., +1-610-825-2061; or Stephanie Carrington, +1-646-536-7017, , or Jared Hoffman, +1-646-536-7013, , both of The Ruth Group, for Critical Homecare Solutions Holdings, Inc. Web site: http://www.criticalhs.com/

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