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ACQUISITIONS
12 Months Ended
Dec. 31, 2020
Business Combinations [Abstract]  
ACQUISITIONS ACQUISITIONSWe 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 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 valuation and liabilities assumed.
2020 Acquisitions
Home Health Division
On March 1, 2020, we acquired the regulatory assets of a home health provider in Washington for a purchase price of $3.0 million. The purchase price was paid with cash on hand on the date of the transaction. We recorded goodwill of $2.8 million and other intangibles (certificate of need) of $0.2 million in connection with the acquisition.
On April 18, 2020, we acquired the regulatory assets of a home health provider in Kentucky for a purchase price of $0.7 million. The purchase price was paid with cash on hand on the date of the transaction. We recorded goodwill of $0.5 million and other intangibles (certificate of need) of $0.2 million in connection with the acquisition.
Hospice Division
On January 1, 2020, we acquired Asana Hospice ("Asana"), a hospice provider with eight locations in Pennsylvania, Ohio, Texas, Missouri and Kansas for a purchase price of $66.3 million, net of cash acquired of $0.7 million. Under the purchase agreement, the purchase price was subject to a net working capital adjustment, whereby the purchase price would be adjusted to the extent the actual net working capital of Asana as of the closing differed from the required net working capital under the purchase agreement. The net working capital adjustment, which was finalized during the three-month period ended June 30, 2020, reduced the purchase price by $0.7 million, from $66.3 million to $65.6 million.
The Company has finalized its valuation of the assets acquired and liabilities assumed. The total estimated consideration of $65.6 million has been allocated to assets acquired and liabilities assumed as of the acquisition date as follows (amounts in millions):
Amount
Patient accounts receivable$4.6 
Property and equipment0.2 
Operating lease right of use assets0.9 
Intangible assets5.6 
Total assets acquired
11.3 
Accounts payable(3.2)
Payroll and employee benefits(1.5)
Accrued expenses(0.5)
Operating lease liabilities(0.9)
Total liabilities assumed
(6.1)
Net identifiable assets acquired5.2 
Goodwill60.4 
Total estimated consideration$65.6 
Intangible assets acquired include licenses ($2.0 million), acquired names ($1.3 million) and non-compete agreements ($2.3 million). The acquired names and non-compete agreements will be amortized over a weighted-average period of 2.0 years.
Asana contributed approximately $23.4 million in net service revenue and an operating loss of $3.3 million (inclusive of acquisition and integration costs totaling $2.0 million and intangibles amortization totaling $2.6 million) during the year ended December 31, 2020.
We expect the entire amount of goodwill recorded for this acquisition to be deductible for income tax purposes over approximately 15 years.
On June 1, 2020, we acquired Homecare Preferred Choice, Inc., doing business as AseraCare Hospice ("AseraCare"), a national hospice care provider with 44 locations, for an estimated purchase price of $230.4 million, net of cash acquired and inclusive of a $32 million tax asset. The closing payment for the purchase price included estimates for cash, working capital and various other items. Under the purchase agreement, the purchase price was subject to a closing payment adjustment for any differences between estimated amounts included in the closing payment and actual amounts at close, not to exceed $1.0 million. The
closing payment adjustment, which was finalized in October 2020, reduced the purchase price by $0.8 million, from $230.4 million to $229.6 million.
The Company is in the process of reviewing the fair value of the assets acquired and liabilities assumed. During the year ended December 31, 2020, we recorded measurement period adjustments based on changes to management's estimates and assumptions related to the assets acquired and liabilities assumed. The final valuation of the assets acquired and liabilities assumed was not complete as of December 31, 2020, but will be finalized within the allowable measurement period. Based on the Company's preliminary valuation, the total estimated consideration of $229.6 million has been allocated to assets acquired and liabilities assumed as of the acquisition date as follows (amounts in millions):
Amount
Patient accounts receivable$15.0 
Prepaid expenses0.7 
Property and equipment0.6 
Operating lease right of use assets5.9 
Intangible assets24.3 
Other assets0.1 
Total assets acquired
46.6 
Accounts payable(5.8)
Payroll and employee benefits(5.9)
Accrued expenses(10.4)
Operating lease liabilities(5.4)
Total liabilities assumed
(27.5)
Net identifiable assets acquired19.1 
Goodwill210.5 
Total estimated consideration$229.6 
Intangible assets acquired include licenses ($8.7 million), certificates of need ($0.7 million), acquired names ($5.7 million) and non-compete agreements ($9.2 million). The acquired names will be amortized over a weighted-average period of 2.0 years and the non-compete agreements will be amortized over a weighted-average period of 1.7 years.
AseraCare contributed approximately $64.5 million in net service revenue and an operating loss of $8.2 million (inclusive of acquisition and integration costs totaling $7.6 million and intangibles amortization totaling $6.0 million) during the year ended December 31, 2020.
We expect the entire amount of goodwill recorded for this acquisition to be deductible for income tax purposes over approximately 15 years.
The following table contains unaudited pro forma condensed consolidated statement of operations information for the years ended December 31, 2020 and 2019 assuming that the AseraCare acquisition closed on January 1, 2019 (amounts in millions, except per share data). The pro forma financial information includes various assumptions, including those related to the preliminary purchase price allocation of assets acquired and liabilities assumed. The pro forma financial information may vary in future quarters based on the final valuations and analysis of the fair value of the assets acquired and liabilities assumed.
For the Years Ended
December 31,
20202019
Net service revenue$2,120.1 $2,077.0 
Operating income218.0 167.5 
Net income attributable to Amedisys Inc. 180.6 112.3 
Basic earnings per share5.55 3.49 
Diluted earnings per share5.43 3.40 
The pro forma information presented above includes adjustments for (i) amortization of identifiable intangible assets, (ii) interest on additional debt required to fund the AseraCare 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.
2019 Acquisitions
Hospice Division
On February 1, 2019, we acquired Compassionate Care Hopsice ("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 has finalized its valuation of the assets acquired and liabilities assumed. The total 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$24.5 
Prepaid expenses0.8 
Other current assets0.1 
Property and equipment0.2 
Intangible assets27.2 
Operating lease right of use assets3.4 
Other assets1.1 
Total assets acquired57.3 
Accounts payable(14.9)
Payroll and employee benefits(11.7)
Accrued expenses(11.7)
Deferred tax liability(0.9)
Operating lease liabilities(3.4)
Total liabilities acquired(42.6)
Net identifiable assets acquired14.7 
Goodwill313.2 
Total estimated consideration$327.9 
Intangible assets acquired include licenses, certificates of need, acquired names and non-compete agreements. The acquired names and non-compete agreements will be amortized over a weighted-average period of 2.0 and 2.3 years, respectively.
CCH contributed approximately $167.4 million in net service revenue and an operating loss of $5.6 million (inclusive of acquisition and integration costs totaling $14.5 million) during the year ended December 31, 2019.
We expect $278.8 million of goodwill recorded for this acquisition to be deductible for income tax purposes over approximately 15 years.
The following table contains unaudited pro forma condensed consolidated statement of operations information for the years ended December 31, 2019 and 2018 assuming that the CCH acquisition closed on January 1, 2018 (amounts in millions, except per share data):
For the Years
Ended December 31,
20192018
Net service revenue$1,971.7 $1,852.8 
Operating income183.8 175.7 
Net income attributable to Amedisys, Inc.130.5 124.6 
Basic earnings per share4.06 3.80 
Diluted earnings per share$3.96 $3.71 
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. We recorded goodwill ($15.8 million) and other intangibles including acquired names ($1.0 million) and non-compete agreements ($0.7 million). The acquired names and non-compete agreements will each be amortized over a weighted-average period of 3.0 years. RoseRock contributed approximately $6.8 million in net service revenue and $0.8 million in operating income for the year ended December 31, 2019. We expect the entire amount of goodwill recorded for this acquisition to be deductible for income tax purposes over approximately 15 years.