ACQUISITIONS

6 Months Ended

Jun. 30, 2019

We complete acquisitions from time to time in order to pursue our strategy of increasing our market presence by expanding our service base and enhancing our position in certain geographic areas as a leading provider of home health, hospice and personal care services. The purchase price paid for acquisitions is negotiated through arm’s length transactions, with consideration based on our analysis of, among other things, comparable acquisitions and expected cash flows. Acquisitions are accounted for as purchases and are included in our condensed consolidated financial statements from their respective acquisition dates. Goodwill generated from acquisitions is recognized for the excess of the purchase price over tangible and identifiable intangible assets because of the expected contributions of the acquisitions to our overall corporate strategy. We typically engage outside appraisal firms to assist in the fair value determination of identifiable intangible assets for significant acquisitions. The preliminary purchase price allocation is adjusted, as necessary, up to one year after the acquisition closing date if management obtains more information regarding asset valuations and liabilities assumed.

On February 1, 2019, we acquired Compassionate Care Hospice ("CCH"), a national hospice care provider headquartered in New Jersey, for a purchase price of $327.9 million, net of cash acquired of $6.7 million.

The Company is in the process of finalizing its valuation of the assets acquired and liabilities assumed. During the three-month period ended June 30, 2019, we recorded measurement period adjustments based on changes to management's estimates and assumptions related to the assets acquired and liabilities assumed. Based on the Company's preliminary valuation, the total estimated consideration of $327.9 million has been allocated to assets acquired and liabilities assumed as of the acquisition date as follows (amounts in millions):



	Amount
Patient accounts receivable	$	26.5
Prepaid expenses	0.9
Other current assets	0.2
Property and equipment	0.2
Deferred tax asset	0.3
Intangible assets	18.5
Total assets acquired	46.6
Accounts payable	(15.7		)
Payroll and employee benefits	(11.9		)
Accrued expenses	(10.5		)
Current portion of long-term obligations	(0.1		)
Total liabilities acquired	(38.2		)
Net identifiable assets acquired	8.4
Goodwill	319.5
Total estimated consideration	$	327.9

Intangible assets acquired include Medicare licenses, certificates of need, trade names and non-compete agreements. The trade names and non-compete agreements will be amortized over a weighted-average period of 2.0 and 2.3 years, respectively.

CCH contributed approximately $46.0 million in net service revenue and an operating loss of $3.1 million (inclusive of acquisition and integration costs totaling $4.4 million) during the three-month period ended June 30, 2019 and $78.0 million in net service revenue and an operating loss of $4.9 million (inclusive of acquisition and integration costs totaling $10.0 million) during the six-month period ended June 30, 2019.

The following table contains unaudited pro forma condensed consolidated statement of operations information for the three and six-month periods ended June 30, 2019 and 2018 assuming that the CCH acquisition closed on January 1, 2018 (amounts in millions, except per share data):



	For the Three- Month Periods Ended June 30,				For the Six- Month Periods Ended June 30,
	2019		2018		2019		2018
Net service revenue	$	493.0	$	459.4	$	976.4	$	906.1
Operating income (loss)	44.8		48.1		95.4		89.9
Net income attributable to Amedisys, Inc.	33.7		34.8		68.9		63.7
Basic earnings (loss) per share	1.05		1.04		2.15		1.89
Diluted earnings (loss) per share	$	1.02	$	1.02	$	2.09	$	1.85

The pro forma information presented above includes adjustments for (i) amortization of identifiable intangible assets, (ii) interest on additional debt required to fund the CCH acquisition, (iii) non-recurring transaction costs and (iv) income taxes based on the Company’s statutory tax rate. This pro forma information is presented for illustrative purposes only and may not be indicative of the results of operations that would have actually occurred. In addition, future results may vary significantly from the results reflected in the pro forma information.

On April 1, 2019, we acquired RoseRock Healthcare ("RoseRock"), an Oklahoma based hospice provider, for a purchase price of $17.5 million. The purchase price was paid with cash on hand on the date of the transaction. Based on the Company's preliminary valuation, we recorded goodwill of $15.8 million and other intangibles including non-compete agreements of $0.7 million and tradenames of $1.0 million during the three-month period ended June 30, 2019. The non-compete agreement will be amortized over a weighted-average period of 2.8 years. RoseRock contributed approximately $2.5 million in net service revenue and $0.5 million in operating income during the three and six-month periods ended June 30, 2019.