Annual report pursuant to Section 13 and 15(d)

Acquisitions and Joint Venture Activities

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Acquisitions and Joint Venture Activities
12 Months Ended
Dec. 31, 2019
Business Combinations [Abstract]  
Acquisitions and Joint Venture Activities Acquisitions and Joint Venture Activities
The Merger
On April 1, 2018, the Company completed the Merger with Almost Family. At the effective time of the Merger on April 1, 2018, each outstanding share of common stock of Almost Family, other than certain canceled shares, was converted into the right to receive 0.9150 shares of the Company’s common stock and cash in lieu of any fractional shares of any Company common stock that Almost Family shareholders would otherwise have been entitled to receive. As a result, the Company issued approximately 12.8 million shares of its common stock to former stockholders of Almost Family, while also converting outstanding employee share awards, which resulted in total merger consideration of approximately $795.4 million.
The Company was determined to be the accounting acquirer in the Merger. The Company's final valuation analysis of identifiable assets and liabilities assumed for the Merger in accordance with the requirements of ASC Topic 805, Business Combinations, are presented in the table below (amounts in thousands):
Merger consideration
 
 
Stock
 
$
795,412

Fair value of total consideration transferred
 
 
Recognized amounts of identifiable assets acquired and liabilities assumed:
 
 
Cash and cash equivalents
 
16,547

Patient accounts receivable
 
88,234

Prepaid income taxes
 
47

Prepaid expenses and other current assets
 
11,490

Property and equipment
 
11,144

Trade names
 
76,090

Certificates of need/licenses
 
76,505

Customer relationships
 
13,970

Assets held for sale
 
2,500

Deferred income taxes
 
4,821

Accounts payable
 
(43,027
)
Accrued other liabilities
 
(57,243
)
Seller notes payable
 
(12,145
)
NCI - Redeemable
 
(8,034
)
Long term income taxes payable
 
(3,786
)
Line of credit
 
(106,800
)
NCI - Nonredeemable
 
(36,609
)
Other assets and (liabilities), net
 
(178
)

Total identifiable assets and liabilities
 
33,526

Goodwill
 
$
761,886


2019 Acquisitions
The Company acquired the majority-ownership of 16 home health agencies, eight hospice agencies, two home and community-based agencies, and one LTACH location during the twelve months ended December 31, 2019. The total aggregate purchase price for these transactions was $61.8 million, of which $57.9 million was paid in cash. In addition, the Company paid $16.4 million for acquisitions effective January 1, 2020, which was included in other assets. The purchase prices were determined based on the Company’s analysis of comparable acquisitions and the target market’s potential future cash flows.
Goodwill generated from the acquisitions was recognized based on the expected contributions of each acquisition to the overall corporate strategy. The Company expects its portion of goodwill to be fully tax deductible. The acquisitions were accounted for under the acquisition method of accounting. Accordingly, the accompanying financial information includes the results of operations of the acquired entities from the date of acquisition.    
The following table summarizes the aggregate consideration paid for the acquisitions and the amounts of the assets acquired and liabilities assumed at the acquisition dates, as well as their provisional fair value at the acquisition dates and the noncontrolling interest acquired during the twelve months ended December 31, 2019:
Consideration
 
 
Cash
 
$
57,930

Fair value of total consideration transferred
 
 
Recognized amounts of identifiable assets acquired and liabilities assumed
 
 
Trade name
 
7,403

Certificates of need/licenses
 
7,998

Other assets and (liabilities), net
 
(2,835
)
Total identifiable assets
 
12,566

Noncontrolling interest
 
10,478

Goodwill, including noncontrolling interest of $7,390
 
$
55,842


The Company conducted preliminary assessments and recognized provisional amounts in its initial accounting for these acquisitions for all identified assets in accordance with the requirements of ASC 805. The Company is continuing its review of these matters during the measurement period. If new information about facts and circumstances that existed at the acquisition date is obtained and indicates adjustments are necessary, the acquisition accounting will be revised to adjust to the provisional amounts initially recognized.
Trade names, certificates of need and licenses are indefinite-lived assets and, therefore, not subject to amortization. Acquired trade names that are not being used actively are amortized over the estimated useful life on the straight line basis. Trade names are valued using the relief from royalty method, a form of the income approach. Certificates of need are valued using the replacement cost approach based on registration fees and opportunity costs. Licenses are valued based on the estimated direct costs associated with recreating the asset, including opportunity costs based on an income approach. In the case of states with a moratorium in place, the licenses are valued using the multi-period excess earnings method.
Joint Venture Activities
During the twelve months ended December 31, 2019, the Company acquired the minority ownership interests associated with certain agencies previously operated within four of its equity joint ventures. The total consideration for the purchase of such ownership interests was $19.7 million, which was paid in cash. These transactions were accounted for as equity transactions.
During the twelve months ended December 31, 2019, the Company sold minority ownership interests associated with three home health agencies. The total consideration for the sale of such ownership interests was $4.2 million. The transaction was accounted for as an equity transaction.
Other 2018 Acquisitions and Joint Venture Activities
The Company acquired the majority-ownership of seven home health agencies and one hospice agency during the year ended December 31, 2018. The total aggregate purchase price for these transactions was $9.4 million, of which $8.8 million was paid in cash. The purchase prices were determined based on the Company's analysis of comparable acquisitions and the
target market's potential future cash flows. Substantially all of the allocation of the purchase price for the acquisitions were allocated to goodwill of $11.0 million, indefinite lived intangibles trade names of $1.5 million and certificates of need/licenses of $1.4 million. Acquired noncontrolling interest was $5.0 million.
During the year ended December 31, 2018, the Company sold ownership interests in five of its wholly-owned subsidiaries. The total sales prices of such ownership interests were $4.2 million, all of which were accounted for as equity transactions, resulting in the Company reducing additional paid in capital by $2.2 million.
During the year ended December 31, 2018, the Company purchased additional ownership interests in two of its equity joint venture subsidiaries. The total consideration of such ownership was $8.1 million, of which $7.7 million was paid in shares of the Company's common stock. These transactions were accounted for as equity transactions, resulting in the Company increasing additional paid in capital by $7.7 million.