Acquisitions | 2. Acquisitions On April 24, 2015, the Company entered into a purchase agreement to acquire South Shore Home Health Service, Inc. and Acaring Home Care, LLC for approximately $ 18,000,000 488,000 Effective January 1, 2015, the Company acquired Priority Home Health Care, Inc. ("PHHC"), in order to further expand the Company's presence in the State of Ohio. The total consideration for the transaction was comprised of $ 4,250,000 454,000 The Company's acquisition of PHHC has been accounted for in accordance with ASC Topic 805, "Business Combinations," and the resultant goodwill and other intangible assets will be accounted for under ASC Topic 350 " Goodwill and Other Intangible Assets ." The acquisition was recorded at its fair value as of January 1, 2015. The total purchase price is $ 4,250,000 Total (Amounts in Thousands) Goodwill $ 1,862 Identifiable intangible assets 1,930 Accounts receivable (net) 951 Furniture, fixtures and equipment 58 Other current assets 8 Accrued liabilities (339 ) Accounts payable (220 ) Total purchase price allocation $ 4,250 Management's assessment of qualitative factors affecting goodwill for PHHC includes: estimates of market share at the date of purchase; ability to grow in the market; synergy with existing Company operations and the presence of managed care payors in the market. Identifiable intangible assets acquired consist of trade names and trademarks, customer relationships and non-compete agreements. The estimated fair value of identifiable intangible assets was determined by the Company's management. It is anticipated that the net intangible and identifiable intangible assets, including goodwill, are deductible for tax purposes. These estimates are provisional and are subject to change. The PHHC acquisition accounted for $ 2,500,000 7,160,000 Effective June 1, 2014, the Company acquired Cura Partners, LLC, which conducts business under the name Aid & Assist at Home, LLC ("Aid & Assist"), in order to further expand the Company's presence in the State of Tennessee. The total consideration for the transaction was $ 8,192,000 7,172,000 1,020,000 508,000 The Company's acquisition of Aid & Assist has been accounted for in accordance with ASC Topic 805, "Business Combinations," and the resultant goodwill and other intangible assets will be accounted for under ASC Topic 350 " Goodwill and Other Intangible Assets ." The acquisition was recorded at its fair value as of June 1, 2014. The total purchase price is $8,192,000 and is comprised of: Total (Amounts in Thousands) Cash $ 7,172 Contingent earn-out obligation 1,020 Total purchase price $ 8,192 As of June 1, 2014, the contingent earn-out obligation was recorded at its fair value of $ 1,020,000 1,168,000 200,000 Under business combination accounting, the total purchase price is allocated to Aid & Assist's net tangible and identifiable intangible assets based on their estimated fair values. Based upon management's valuation, the total purchase price has been allocated as follows: Total (Amounts in Thousands) Goodwill $ 4,317 Identifiable intangible assets 3,950 Accounts receivable (net) 521 Furniture, fixtures and equipment 65 Other current assets 60 Accrued liabilities (553 ) Accounts payable (168 ) Total purchase price allocation $ 8,192 Management's assessment of qualitative factors affecting goodwill for Aid & Assist includes: estimates of market share at the date of purchase; ability to grow in the market; synergy with existing Company operations and the presence of managed care payors in the market. Identifiable intangible assets acquired consist of trade names and trademarks, customer relationships and non-compete agreements. The estimated fair value of identifiable intangible assets was determined by the Company's management. It is anticipated that the net intangible and identifiable intangible assets, including goodwill, are deductible for tax purposes. The Aid & Assist acquisition accounted for $ 2,524,000 8,231,000 3,295,000 4,358,000 The Company entered into two two four two 12,325,000 2,250,000 sixteen 735,000 The Company's acquisition of the assets of CHHC has been accounted for in accordance with ASC Topic 805, "Business Combinations" and the resultant goodwill and other intangible assets will be accounted for under ASC Topic 350 "Goodwill and Other Intangible Assets". Assets acquired and liabilities assumed were recorded at their fair values as of December 1, 2013. The total purchase price was $12,825,000 and was comprised of: Total (Amounts in Thousands) Cash $ 11,725 Contingent earn-out obligation 1,100 Total purchase price $ 12,825 As of December 1, 2013, the contingent earn-out obligation was recorded at its fair value of $ 1,100,000 2,250,000 1,920,000 1,250,000 130,000 1,000,000 Under business combination accounting, the total purchase price was allocated to CHHC's net tangible and identifiable intangible assets based on their estimated fair values. Based upon management's valuation, the total purchase price was allocated as follows: Total (Amounts in Thousands) Goodwill $ 9,488 Identifiable intangible assets 3,300 Accounts receivable 888 Prepaid expenses 35 Furniture, fixtures and equipment 58 Deposits 15 Accounts payable (81 ) Accrued liabilities (864 ) Other liabilities (14 ) Total purchase price allocation $ 12,825 Management's assessment of qualitative factors affecting goodwill for CHHC includes: estimates of market share at the date of purchase; ability to grow in the market; synergy with existing Company operations and the presence of managed care payors in the market. Identifiable intangible assets acquired consist of trade names and trademarks, customer relationships and non-compete agreements. The estimated fair value of identifiable intangible assets was determined by management. It is anticipated that the net intangible and identifiable intangible assets, including goodwill, are deductible for tax purposes. Acquisitions completed during the fourth quarter 2013 accounted for $ 6,245,000 18,116,000 5,821,000 16,004,000 |