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INFU - InfuSystems Holdings, Inc.


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From the 8-K filed this morning:

"On July 31, 2013, the Board of Directors (the “Board”) of InfuSystem Holdings, Inc. (the “Company”), issued an open letter to all shareholders (the “Board Letter”) noting its Special Committee had decided that it is in the best interest of all shareholders to terminate the consideration of a potential sale of the Company, and the Board unanimously consented to the disbanding of the Special Committee."

 

http://edgar.sec.gov/Archives/edgar/data/1337013/000119312513311561/d576887d8k.htm

 

 

If anyone gets their hands on a Meson letter sometime soon that explains this situation, or has any insight into what happened here, please share.

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  • He was executive Chairman
  • Resigned to buy out the company
  • Buyout failed, now back as Executive Chairman

 

Hmmm..

 

From the open letter

 

http://boardvote.com/symbol/INFU/communique/404053

 

 

"Having concluded its business as a Special Committee, the members of the committee proposed to the entire Board of Directors (the “Board”) that the Special Committee be disbanded effective immediately, and the Board unanimously agreed to this action. Wayne Yetter, while remaining an independent Board member, is stepping down as Chairman of the Board immediately, and Ryan Morris is resuming his position as Executive Chairman. The Board appreciates Mr. Yetter’s leadership and direction since temporarily assuming the position of Chairman on May 15, 2013, and thanks Mr. Yetter for his significant contributions.

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Looks pretty simple to me (but then what do I know)

 

1) Ryan Morris (Meson Capital) takes over board after proxy fight and gets rid of old management

2) Morris becomes Chairman of the Board and Board hires new management

3) In June Morris steps down TEMPORARILY to make offer for the company.

4) Tentative offer in range of $1.85-$2.00 per share floated to the Board (seems odd that there would be a range!)

5) Board comes back and says offer is too low. Suggests that if Morris will  will come back with a higher offer they will ensure an exclusive negotiating period.

6) Morris declines Board's offer either because can't get funding for a higher offer or was only interested in a low-ball buyout in the first place.

7) we're back were we started (well, not quite as new management is making progress in getting the company in shape)

 

I think the Board did a good job considering that most of them were hired by Morris.

 

If anyone has more insight please let us know.

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The chain of events is a little puzzling to me. Why go to the trouble, when a predictable response from the committee derails things? He must believe the value of the company has reduced since his initial purchase and so the response was a surprise to him. If not this, then he either simply hoped they would agree to a low-ball bid, or he did not communicate the expected response to the financing folks.

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Part of the issue might have been the limited amount of financing available due to re-imbursement risk.  The ability to make a high bid is based upon getting low cost financing so you can meet your IRR goal.  I agree that the re-imbursement risk is the riskiest part of this firm.  Just look at the stream of BKs for healthcare services companies that got crushed due to lower re-imbursements.  In the 2000s, there were a few who rolled up infusion therapy and diabetes treatment using debt who ended up in BK due to lower re-imbursement.  I think equity is probably the appropriate type of capital to fund this type of risk. 

 

Packer

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The chain of events is a little puzzling to me. Why go to the trouble, when a predictable response from the committee derails things? He must believe the value of the company has reduced since his initial purchase and so the response was a surprise to him. If not this, then he either simply hoped they would agree to a low-ball bid, or he did not communicate the expected response to the financing folks.

 

I agree with you wknecht - something here doesn't sit right with me. The special committee's original response was reasonable, and , I would have expected Meson to increase the bid a little bit. Given what I have heard about the size of his fund (small), and given that his returns since 2010 have been pretty weak, I am still not convinced that he had the financing (Meson LP funds/PE joint venture/debt) to really get this deal done...Not to say that it wasn't worth a try and that he wouldn't have been able to ultimately raise the money, but maybe he felt it was even less likely he'd be able to raise the proper funds if it sold for more than $2 per share. I have no special knowledge of this situation, just speculating based on the different pieces I have been trying to put together.

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Part of the issue might have been the limited amount of financing available due to re-imbursement risk.  The ability to make a high bid is based upon getting low cost financing so you can meet your IRR goal.  I agree that the re-imbursement risk is the riskiest part of this firm.  Just look at the stream of BKs for healthcare services companies that got crushed due to lower re-imbursements.  In the 2000s, there were a few who rolled up infusion therapy and diabetes treatment using debt who ended up in BK due to lower re-imbursement.  I think equity is probably the appropriate type of capital to fund this type of risk. 

 

Packer

 

Packer,

 

I agree with you, something didn't jive when the buyout group stated that the company is essentially a venture stage company, yet they need to obtain financing.  Equity is expensive, yet it's the best method for financing venture stage companies. 

 

For such a high risk venture I can't imagine that debt would really be that much cheaper than equity.

 

If he wants the company cheap he needs to do a rights offering.  Americans hate rights offerings, it would possibly depress the price, and he could pick up a big stake cheaply, which I believe was his intent all along.

 

Nate

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"Just look at the stream of BKs for healthcare services companies that got crushed due to lower re-imbursements."

 

my guess is that this whole facade was never about buying but about selling.........  we will learn over time how valuable or unvaluable this company really is

 

regards

rijk

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Darn, I really picked a good merger arb situation to cut my teeth on. I picked up a bunch at $1.80 and a few days later it's at $1.40  :-[

 

What drew me to this situation was the downside protection if the deal fell through. The company is still probably worth $2.00+.

 

I just wished I hadn't made it a large % of my portfolio because the capital is tied up now until the value is realized. Weh wuh.

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apparently, mr morris does not keep up with sec filings released by his own company?

 

from meson capital's q2 letter, dated july 31, 2013:

 

"We made tremendous progress towards securing financing for our potential acquisition of InfuSystem and delivered an offer to the company. Working within the private equity framework with a true hybrid public/private model will give us a large and sustainable competitive advantage over time. This has created some of the best investment track records ever and that toolkit is only cumulative. We are in the midst of the current process so can’t comment in great depth due to the nonpublic nature of the information at this time."

 

regards

rijk

2013_Q2_MCP_Letter.pdf

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Guest wellmont

Darn, I really picked a good merger arb situation to cut my teeth on. I picked up a bunch at $1.80 and a few days later it's at $1.40  :-[

 

What drew me to this situation was the downside protection if the deal fell through. The company is still probably worth $2.00+.

 

I just wished I hadn't made it a large % of my portfolio because the capital is tied up now until the value is realized. Weh wuh.

 

greenblatt has a nice section on merger arbitrage in his book ycbasmg. he's not a fan. :)

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apparently, mr morris does not keep up with sec filings released by his own company?

 

from meson capital's q2 letter, dated july 31, 2013:

 

"We made tremendous progress towards securing financing for our potential acquisition of InfuSystem and delivered an offer to the company. Working within the private equity framework with a true hybrid public/private model will give us a large and sustainable competitive advantage over time. This has created some of the best investment track records ever and that toolkit is only cumulative. We are in the midst of the current process so can’t comment in great depth due to the nonpublic nature of the information at this time."

 

regards

rijk

 

 

rijk - Do you know when this was released? Obviously it seems like it was written before the deal fell through yesterday, but technically the Q2 numbers should have included performance as of end of day yesterday. That would mean he should have had to wait until at least market close yesterday to send it out -- which was 8 hours after INFU killed the deal.

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apparently, mr morris does not keep up with sec filings released by his own company?

 

from meson capital's q2 letter, dated july 31, 2013:

 

"We made tremendous progress towards securing financing for our potential acquisition of InfuSystem and delivered an offer to the company. Working within the private equity framework with a true hybrid public/private model will give us a large and sustainable competitive advantage over time. This has created some of the best investment track records ever and that toolkit is only cumulative. We are in the midst of the current process so can’t comment in great depth due to the nonpublic nature of the information at this time."

 

regards

rijk

 

Perhaps they are still "in the midst of the current process." He hasn't responded to the board's letter yet.

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Perhaps they are still "in the midst of the current process." He hasn't responded to the board's letter yet.

 

 

From yesterday's 8-k:

"Having concluded its business as a Special Committee, the members of the committee proposed to the entire Board of Directors (the “Board”) that the Special Committee be disbanded effective immediately and the Board unanimously agreed to this action...Ryan Morris is resuming his position as Executive Chairman."

 

I imagine it's possible that Morris comes back with a new bid, but from the fact that Special Committee was disbanded and Morris is back on as chairman, I'm reading that as the process being over, and am not expecting an additional letter with Meson's response.

 

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  • 2 weeks later...

Michael David Potter - Monarch Capital Group, LLC

Okay. All right. Great. I'm looking forward to hearing more as these 2 new initiatives evolve. Another question, with regards to -- just a follow-up to Joe's prior question with regards to the go-private, I guess, initiative, that the company spent, you said, $0.5 million in professional fees to support that go-private initiative? Am I -- is that correct?

 

Jonathan P. Foster - Chief Financial Officer and Principal Accounting Officer

That's correct.

 

Michael David Potter - Monarch Capital Group, LLC

Okay, can you break down those fees because I was under the impression that we were utilizing Houlihan as our advisor and that they were already paid last year.

 

Jonathan P. Foster - Chief Financial Officer and Principal Accounting Officer

That is correct, but there are still expenses that go along with that, travel cost. Now that did include roughly about $150,000 of transition cost, as I mentioned, with the board, we just -- and on our schedule, just lumped it together and probably, round figures $350,000. Much of that figure relates to the private -- travel cost during that time period were quite high because you're buying full priced tickets versus the full week tickets that we normally buy. There are professional fees. There are attorneys involved, and attorneys are not cheap.

 

Michael David Potter - Monarch Capital Group, LLC

No, but they shouldn't be -- we shouldn't get $350,000 of legal fees from this either, especially, for a transaction that didn't occur. And this is only really at the investigative stage.

 

Eric K. Steen - Chief Executive Officer, President and Director

Michael, the costs are what they are.

 

Michael David Potter - Monarch Capital Group, LLC

Okay. So this was a pretty big distraction, then, for the company and certainly, a pretty big expense to the shareholders.

 

Jonathan P. Foster - Chief Financial Officer and Principal Accounting Officer

Speaking a moment on the distraction, I would say, from the operational side and from the sales force side, not at all, it was 0%. As you work up the ladder, it really doesn't hit until it gets to Jan's level. And then, being brought into some conference calls. Where the meat of the load is carried is on the accounting side, on the finance side, getting involved in the transactions and the numbers and all the discussions. As I'm sure you well know how those -- how deals like this are discussed. So from -- operationally in the sales force, minimal.

 

Eric K. Steen - Chief Executive Officer, President and Director

Yes, I think there is more work, I think, from the special committee of the board. I think I remember a lot of after-hours and nighttime phone calls as that group looked at things. And then, because of the sort of unusual nature of the relationship, I think that's why legal help was called in because there are, I guess, a number of cases in the news today where these types of things didn't happen the way they should. And so I think great care was taken to ensure that everything was done by the book. And so I think it was really more -- it took some of my time and Jon's time, but not from the -- the day-to-day people getting it done, I don't feel was distracted by this at all.

 

Michael David Potter - Monarch Capital Group, LLC

Okay. All right. Listen, I'm sure you can understand where we're -- some of the shareholders are coming from. I've been a very long-term shareholder in this company, unfortunately for me, and it seems as if we have the distraction of the prior management team and Board of Directors. We go through this transition period over the past year, where there's a lot of upheaval and hopefully, for the good. And then, we get hit with this kind of situation, where our Chairman is trying to really get a bargain basement price for the company, we incur some additional cost of $0.5 million and then, it doesn't go through, which is fine, which is what should have occurred. But he gets to resume his role as Chairman with compensation at the same time. And shareholders were left, kind of, sitting here and scratching our heads and saying, "Okay, what's next?" And I guess, that's my question here. You mentioned about you wanting to go out there and start communicating with the Street. The company doesn't really seem to have an Investor Relations program. Can you tell us, in the near-term, what the schedule looks like for getting out in the road and meeting with investors and cultivating, perhaps, new investors to our company?

 

Eric K. Steen - Chief Executive Officer, President and Director

Yes, it's -- Michael, I certainly understand your perspective. For me, I started my very first earnings call as the new CEO, saying a take-private had been announced. And so now in my first quarter, that's what I've been learning. Now that that's behind me, and Jon and I want to get out and meet investors. I don't have a schedule, but we do plan to be setting up meetings and meeting with people now going forward. I think that the take-private, I think it was an interesting idea. InfuSystem is a small company for the public markets, and I think there's 2 things you can do, you can look at taking it private, that was investigated. But valuation, as I said before, is difficult. And then, the second thing you can do with a small company is go grow it. And that's what I was hired to do and that's what I intend to do. And this is new to me, but I want to get out there and let people know what we're going to be doing. And I think some of the things we've already done this last quarter, growing revenue, investing in pumps, paying down debt, taking market share, getting into new areas, I think despite the transactions, you can see the company is still quite operating successfully.

 

http://seekingalpha.com/article/1632052-infusystem-holdings-management-discusses-q2-2013-results-earnings-call-transcript?part=single

 

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Operator

 

[Operator Instructions] And our next question is from Anthony Japoor, a private investor.

 

Unknown Attendee

 

I was looking at the documents, I know this is not about revenues for the quarter, but I was looking at the documents from the annual meeting and I was wondering what the rationale was for the Executive Chairman to be receiving quite the amount of compensation as the other Board of Directors?

 

Eric K. Steen - Chief Executive Officer, President and Director

From a standpoint of compensation for the board, that is set by the Compensation Committee. Ryan Morris is not just a Chairman, he is an Executive Chairman, so he does play a role in some of the operational and management discussions. And so that is all set by the Compensation Committee and their view of his value to the company.

 

Unknown Attendee

 

I mean, I know he has had some concerns about the fact that the management team was taking too much in compensation and not delivering value to the shareholders and somehow, it just seems unseemly for him to be getting that kind of compensation.

 

Eric K. Steen - Chief Executive Officer, President and Director

Well, I understand your concern. But I think from the standpoint -- it's unfair to compare him to the prior CEO, and how the difference in the compensation and the stock, and what transpired in the past versus his current cash compensation. But I hear your concerns and we'll definitely pass it along to the Comp Committee.

 

Operator

 

We have a question from Gabby Dilksburg [ph], a private investor.

 

Unknown Attendee

 

My question is regarding the privatization. So the process, from shareholder's perspective, is that it seems to have ended really abruptly. And I'm still trying to wrap my head around what went wrong. So my first question is does it simply just comes down to the price indication, from Ryan Morris's letter, of $1.85 to $2 a share?

 

Eric K. Steen - Chief Executive Officer, President and Director

Yes, I think the letter pretty much stand on their own and state what happened. From his standpoint, there was a range of value discussed as an offer. The Special Committee came back and said they were willing to enter into discussions, but they viewed that their indication of value, their thoughts of value were beyond the range that was mentioned. And Ryan Morris and his investors were not interested in going forward on that basis.

 

Unknown Shareholder

 

Right. So if the Special Committee found that the range was too low to even bring the 2 parties to the negotiating table, I just have to wonder why the Chairman would have even begun the process on the obvious distraction to begin with?

 

Jonathan P. Foster - Chief Financial Officer and Principal Accounting Officer

Well, I mean, I think first of all, the Special Committee was willing to go forward in discussions. But it was Ryan and his investors that decided to not move forward in any more negotiations. But from a standpoint of the process, our board, our Special Committee was very intent on running a clean process and not having any backroom negotiations. So they quickly formed the Special Committee. Ryan quickly stepped down and separated himself from that decision-making process, and we definitely had 2 sides: a Special Committee representing the shareholders; and Ryan Morris, representing himself and his fellow investors. So I think from a standpoint of what is normally seen between a private equity group and the discussions with a company, the public saw a little bit more than normally is shared simply because of the positions of the parties involved.

 

Unknown Attendee

 

Right, but also, when -- if you're going to compare it to other private equity transactions, the step of getting an indication of intent from a private equity group is extremely early on in the process. So just as a shareholder, I think it's incredibly wasteful that you spent, what was it? $350,000 on legal fees just to get to that point. And at the end of the day, you're spending shareholders money on something that is so early on in the sales process that it's a little shocking. And again, I'm not looking for any comment, I guess on that, as much as just understand, Obviously, that you heard disappointment on this call about that process. And it does bring to question what is going on in that boardroom?

 

http://seekingalpha.com/article/1632052-infusystem-holdings-management-discusses-q2-2013-results-earnings-call-transcript?part=single

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Operator

 

[Operator Instructions] And our next question is from Anthony Japoor, a private investor.

 

Unknown Attendee

 

I was looking at the documents, I know this is not about revenues for the quarter, but I was looking at the documents from the annual meeting and I was wondering what the rationale was for the Executive Chairman to be receiving quite the amount of compensation as the other Board of Directors?

 

Eric K. Steen - Chief Executive Officer, President and Director

From a standpoint of compensation for the board, that is set by the Compensation Committee. Ryan Morris is not just a Chairman, he is an Executive Chairman, so he does play a role in some of the operational and management discussions. And so that is all set by the Compensation Committee and their view of his value to the company.

 

Unknown Attendee

 

I mean, I know he has had some concerns about the fact that the management team was taking too much in compensation and not delivering value to the shareholders and somehow, it just seems unseemly for him to be getting that kind of compensation.

 

Eric K. Steen - Chief Executive Officer, President and Director

Well, I understand your concern. But I think from the standpoint -- it's unfair to compare him to the prior CEO, and how the difference in the compensation and the stock, and what transpired in the past versus his current cash compensation. But I hear your concerns and we'll definitely pass it along to the Comp Committee.

 

Operator

 

We have a question from Gabby Dilksburg [ph], a private investor.

 

Unknown Attendee

 

My question is regarding the privatization. So the process, from shareholder's perspective, is that it seems to have ended really abruptly. And I'm still trying to wrap my head around what went wrong. So my first question is does it simply just comes down to the price indication, from Ryan Morris's letter, of $1.85 to $2 a share?

 

Eric K. Steen - Chief Executive Officer, President and Director

Yes, I think the letter pretty much stand on their own and state what happened. From his standpoint, there was a range of value discussed as an offer. The Special Committee came back and said they were willing to enter into discussions, but they viewed that their indication of value, their thoughts of value were beyond the range that was mentioned. And Ryan Morris and his investors were not interested in going forward on that basis.

 

Unknown Shareholder

 

Right. So if the Special Committee found that the range was too low to even bring the 2 parties to the negotiating table, I just have to wonder why the Chairman would have even begun the process on the obvious distraction to begin with?

 

Jonathan P. Foster - Chief Financial Officer and Principal Accounting Officer

Well, I mean, I think first of all, the Special Committee was willing to go forward in discussions. But it was Ryan and his investors that decided to not move forward in any more negotiations. But from a standpoint of the process, our board, our Special Committee was very intent on running a clean process and not having any backroom negotiations. So they quickly formed the Special Committee. Ryan quickly stepped down and separated himself from that decision-making process, and we definitely had 2 sides: a Special Committee representing the shareholders; and Ryan Morris, representing himself and his fellow investors. So I think from a standpoint of what is normally seen between a private equity group and the discussions with a company, the public saw a little bit more than normally is shared simply because of the positions of the parties involved.

 

Unknown Attendee

 

Right, but also, when -- if you're going to compare it to other private equity transactions, the step of getting an indication of intent from a private equity group is extremely early on in the process. So just as a shareholder, I think it's incredibly wasteful that you spent, what was it? $350,000 on legal fees just to get to that point. And at the end of the day, you're spending shareholders money on something that is so early on in the sales process that it's a little shocking. And again, I'm not looking for any comment, I guess on that, as much as just understand, Obviously, that you heard disappointment on this call about that process. And it does bring to question what is going on in that boardroom?

 

http://seekingalpha.com/article/1632052-infusystem-holdings-management-discusses-q2-2013-results-earnings-call-transcript?part=single

 

board said price to low and Morris did not go back to the table. was he fishing for a higher bid?

 

0.5 mill for legal/travel for the failed deal?

 

annualized EBITDA aprox. 14 mill (after adjustments) - EV aprox 60mill

 

 

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Operator

 

[Operator Instructions] And our next question is from Anthony Japoor, a private investor.

 

Unknown Attendee

 

I was looking at the documents, I know this is not about revenues for the quarter, but I was looking at the documents from the annual meeting and I was wondering what the rationale was for the Executive Chairman to be receiving quite the amount of compensation as the other Board of Directors?

 

Eric K. Steen - Chief Executive Officer, President and Director

From a standpoint of compensation for the board, that is set by the Compensation Committee. Ryan Morris is not just a Chairman, he is an Executive Chairman, so he does play a role in some of the operational and management discussions. And so that is all set by the Compensation Committee and their view of his value to the company.

 

Unknown Attendee

 

I mean, I know he has had some concerns about the fact that the management team was taking too much in compensation and not delivering value to the shareholders and somehow, it just seems unseemly for him to be getting that kind of compensation.

 

Eric K. Steen - Chief Executive Officer, President and Director

Well, I understand your concern. But I think from the standpoint -- it's unfair to compare him to the prior CEO, and how the difference in the compensation and the stock, and what transpired in the past versus his current cash compensation. But I hear your concerns and we'll definitely pass it along to the Comp Committee.

 

Operator

 

We have a question from Gabby Dilksburg [ph], a private investor.

 

Unknown Attendee

 

My question is regarding the privatization. So the process, from shareholder's perspective, is that it seems to have ended really abruptly. And I'm still trying to wrap my head around what went wrong. So my first question is does it simply just comes down to the price indication, from Ryan Morris's letter, of $1.85 to $2 a share?

 

Eric K. Steen - Chief Executive Officer, President and Director

Yes, I think the letter pretty much stand on their own and state what happened. From his standpoint, there was a range of value discussed as an offer. The Special Committee came back and said they were willing to enter into discussions, but they viewed that their indication of value, their thoughts of value were beyond the range that was mentioned. And Ryan Morris and his investors were not interested in going forward on that basis.

 

Unknown Shareholder

 

Right. So if the Special Committee found that the range was too low to even bring the 2 parties to the negotiating table, I just have to wonder why the Chairman would have even begun the process on the obvious distraction to begin with?

 

Jonathan P. Foster - Chief Financial Officer and Principal Accounting Officer

Well, I mean, I think first of all, the Special Committee was willing to go forward in discussions. But it was Ryan and his investors that decided to not move forward in any more negotiations. But from a standpoint of the process, our board, our Special Committee was very intent on running a clean process and not having any backroom negotiations. So they quickly formed the Special Committee. Ryan quickly stepped down and separated himself from that decision-making process, and we definitely had 2 sides: a Special Committee representing the shareholders; and Ryan Morris, representing himself and his fellow investors. So I think from a standpoint of what is normally seen between a private equity group and the discussions with a company, the public saw a little bit more than normally is shared simply because of the positions of the parties involved.

 

Unknown Attendee

 

Right, but also, when -- if you're going to compare it to other private equity transactions, the step of getting an indication of intent from a private equity group is extremely early on in the process. So just as a shareholder, I think it's incredibly wasteful that you spent, what was it? $350,000 on legal fees just to get to that point. And at the end of the day, you're spending shareholders money on something that is so early on in the sales process that it's a little shocking. And again, I'm not looking for any comment, I guess on that, as much as just understand, Obviously, that you heard disappointment on this call about that process. And it does bring to question what is going on in that boardroom?

 

http://seekingalpha.com/article/1632052-infusystem-holdings-management-discusses-q2-2013-results-earnings-call-transcript?part=single

 

board said price to low and Morris did not go back to the table. was he fishing for a higher bid?

 

0.5 mill for legal/travel for the failed deal?

 

annualized EBITDA aprox. 14 mill (after adjustments) - EV aprox 60mill

 

I was on the call yesterday and I think it was disappointing that management seemed semi-evasive in talking about the reckless expenses, otherwise, the results seemed fine. But for a deal that really never went anywhere, it sure was pretty expensive and it never even made it past round 1! I think they also were not held accountable enough for the change of control bonuses they made available to management

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The board composition/compensation is egregious as well. Does a $55 MM revenue business really need (1) 10 non-executive directors who are (2) paid roughly $50k each?

 

does INFU need and new activist to rein in the old activist? i am getting confused

 

seriously, one would think that share ownership (Morris, et all) would trump everything else...

 

results look fine, i agree...

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The board composition/compensation is egregious as well. Does a $55 MM revenue business really need (1) 10 non-executive directors who are (2) paid roughly $50k each?

 

does INFU need and new activist to rein in the old activist? i am getting confused

 

seriously, one would think that share ownership (Morris, et all) would trump everything else...

 

results look fine, i agree...

 

haha! Yes, we need a new activist to take out the old activist or at least re-activate him. It's pretty clear there needs to be some sort of activation...

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