XML 42 R24.htm IDEA: XBRL DOCUMENT v3.5.0.2
Subsequent Events
9 Months Ended
Sep. 30, 2016
Subsequent Events [Abstract]  
Subsequent Events Disclosure



18.  SUBSEQUENT EVENTS   



The Company has evaluated all material events occurring subsequent to the balance sheet date for events requiring disclosure or recognition in the condensed consolidated financial statements.



On October 17, 2016, one or more subsidiaries of the Company signed a definitive agreement to sell an 80% ownership interest in the Company’s Home Care division to a subsidiary of Almost Family, Inc. The transaction is expected to close in the fourth quarter of this year, subject to customary regulatory approvals and closing conditions. At September 30, 2016, the Home Care division had current assets of $34 million, long-term assets of $53 million and current liabilities of $16 million. For the nine months ended September 30, 2016, the Home Care division had net operating revenues of $148 million and income from continuing operations before income taxes of $11 million.



On October 3, 2016, the Board of Directors of the Company adopted a Stockholder Protection Rights Agreement (the “Rights Agreement”) and declared a dividend of one right (a “Right”) for each outstanding share of the Company’s common stock held of record at the close of business on October 13, 2016. The Rights Agreement will expire on April 1, 2017.



Under the terms of the Rights Agreement, until the earlier of (i) the Company’s announcing that a person or group has acquired 15% or more of the Company’s common stock (an “Acquiring Person”), or the date and time on which any Acquiring Person has acquired more than 40% of the Company’s common stock (in either case, the “Flip-in Date”) and (ii) the tenth business day, or such later date designated by the Board of Directors, after any person or group commences a tender offer that will result in such person or group owning 15% or more of the Company’s common stock, the Rights will be evidenced by the common stock certificates (or the registration of the associated common stock on the Company’s stock transfer books with respect to uncertificated shares), will automatically trade with the common stock and will not be exercisable. Thereafter, separate Rights certificates will be distributed to holders of record and each Right will entitle its holder to purchase fractions of participating preferred stock having economic and voting terms similar to those of one share of common stock for an exercise price of $50.00.  



Upon the occurrence of the Flip-in Date, each Right (other than Rights beneficially owned by any Acquiring Person or transferees thereof, which Rights become void) will entitle its holder to purchase, for the exercise price, a number of shares of the Company’s common stock having a market value of twice the exercise price. Also, if after an Acquiring Person controls the Company’s Board of Directors or is the owner of 50% or more of the Company’s common stock, the Company is involved in a merger or sells more than 50% of its assets or earning power and, in the case of a merger, the Acquiring Person will receive different treatment than all other stockholders or the transaction is with the Acquiring Person, each Right (other than Rights beneficially owned by any Acquiring Person or transferees thereof, which Rights become void) will entitle its holder to purchase, for the exercise price, a number of shares of common stock of the person engaged in such transaction or the parent corporation thereof having a market value of twice the exercise price. If any person or group acquires between 15% and 50% of the Company’s common stock, the Board of Directors may, at its option, exchange one share of the Company’s common stock for each Right (other than Rights beneficially owned by any Acquiring Person or transferees thereof, which Rights become void).



The Rights may generally be redeemed by the Board of Directors for $0.001 per Right prior to the Flip-in Date.