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ACQUISITIONS
12 Months Ended
Dec. 31, 2021
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, personal care
and high acuity 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 and noncontrolling interests, if any, 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.
2021 Acquisitions
On May 1, 2021, we acquired the regulatory assets of a home health provider in Randolph County, North Carolina for a purchase price of $2.5 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 $2.4 million and other intangibles (certificate of need) of $0.1 million in connection with the acquisition.
On July 1, 2021, we acquired Visiting Nurse Association ("VNA"), a home health and hospice provider with locations in Nebraska and Iowa for a purchase price of $20.1 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 $19.7 million and other intangibles (licenses) of $0.4 million in connection with the acquisition. We expect the entire amount of goodwill for this acquisition to be deductible for income tax purposes over approximately 15 years.
On July 12, 2021, we acquired the regulatory assets of a home health provider in New York for a purchase price of $1.5 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 $1.4 million and other intangibles (certificate of need) of $0.1 million in connection with the acquisition.
On August 1, 2021, we acquired Contessa, a leader in hospital-at-home and skilled nursing facility ("SNF") at-home services for an estimated purchase price of $240.7 million, net of cash acquired. The Contessa purchase price included estimates for cash, working capital and 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. The closing payment adjustment, which was finalized during the three-month period ended December 31, 2021, increased the purchase price by $0.6 million from $240.7 million to $241.3 million. With the addition of Contessa’s risk-based model and claims analytics capabilities, we will be able to bring the essential elements of inpatient hospital and SNF care to patients’ homes, allowing us to become a risk-bearing, home-based care delivery organization, expanding well beyond traditional home health and hospice. Contessa operates as a wholly-owned division of Amedisys and is reported as a separate operating segment.
The Company is in the process of reviewing the fair value of the assets acquired, liabilities assumed and noncontrolling interests. Based on the Company's preliminary valuation, the total consideration of $241.3 million has been allocated to assets acquired, liabilities assumed and noncontrolling interests as of the acquisition date as follows (amounts in millions):
Amount
ASSETS
Patient accounts receivable$1.5 
Prepaid expenses0.3 
Other current assets0.1 
Property and equipment0.3 
Operating lease right of use assets0.8 
Intangible assets54.3 
Other assets3.1 
Total assets acquired
$60.4 
LIABILITIES AND EQUITY
Accounts payable$(0.1)
Payroll and employee benefits(0.6)
Accrued expenses(3.4)
Operating lease liabilities(0.8)
Deferred tax liability(3.1)
Current portion of long-term obligations(0.9)
Other long-term obligations(0.2)
Total liabilities assumed
(9.1)
Noncontrolling interests(43.9)
Total equity assumed(43.9)
Total liabilities and equity assumed$(53.0)
Net identifiable assets acquired$7.4 
Goodwill233.9 
Total consideration$241.3 
Intangible assets acquired include acquired names ($28.3 million), technology ($19.8 million) and non-compete agreements ($6.2 million). The non-compete agreements will be amortized over a weighted-average period of 2.0 years and the technology will be amortized over a weighted-average period of 7.0 years. The preliminary fair value of noncontrolling interests ($43.9 million) was determined using an income approach.
Contessa contributed $3.5 million in net service revenue and an operating loss of $10.3 million (inclusive of technology intangibles amortization totaling $1.2 million) during the year ended December 31, 2021.
We do not expect any of the goodwill recorded for this acquisition to be deductible for income tax purposes.
On October 18, 2021, we acquired the regulatory assets of a home health provider in North Carolina for a purchase price of $4.5 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 $4.3 million and other intangibles (certificate of need) of $0.2 million in connection with the acquisition.
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 an estimated 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 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
ASSETS
Patient accounts receivable$4.6 
Property and equipment0.2 
Operating lease right of use assets0.9 
Intangible assets5.6 
Total assets acquired
11.3 
LIABILITIES
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 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 has finalized its valuation of the assets acquired and liabilities assumed. The total 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
ASSETS
Patient accounts receivable$15.3 
Prepaid expenses0.7 
Property and equipment0.6 
Operating lease right of use assets5.9 
Intangible assets24.3 
Other assets0.1 
Total assets acquired
46.9 
LIABILITIES
Accounts payable(6.3)
Payroll and employee benefits(5.9)
Accrued expenses(11.9)
Operating lease liabilities(5.4)
Total liabilities assumed
(29.5)
Net identifiable assets acquired17.4 
Goodwill212.2 
Total 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).
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.