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Critical Homecare Solutions Holdings, Inc. Reports Full Year 2007 and First Quarter 2008 Results
Date:6/23/2008

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a $4.4 million charge to write-off stock issuance costs in connection with CHS' initial public offering filing that was withdrawn following the execution of a definitive stock purchase agreement with MBH.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 millio 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 scarrington@theruthgroup.com

jhoffman@theruthgroup.com

n 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


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SOURCE Critical Homecare Solutions Holdings, Inc.
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