Almost Family (AFAM) 10-Q 8 Nov 17 2017 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 29, 2017	Nov. 02, 2017
Document and Entity Information
Entity Registrant Name	ALMOST FAMILY INC
Entity Central Index Key	799,231
Document Type	10-Q
Document Period End Date	Sep. 29, 2017
Amendment Flag	false
Current Fiscal Year End Date	--12-29
Entity Current Reporting Status	Yes
Entity Filer Category	Accelerated Filer
Entity Common Stock, Shares Outstanding		13,965,031
Document Fiscal Year Focus	2,017
Document Fiscal Period Focus	Q3

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 29, 2017	Dec. 30, 2016
CURRENT ASSETS:
Cash and cash equivalents	$ 19,149	$ 10,110
Accounts receivable - net	131,873	99,212
Prepaid expenses and other current assets	16,711	11,432
TOTAL CURRENT ASSETS	167,733	120,754
PROPERTY AND EQUIPMENT - NET	16,489	10,732
GOODWILL	390,552	305,476
OTHER INTANGIBLE ASSETS - NET	145,363	85,063
TRANSACTION DEPOSIT		128,930
ASSETS HELD FOR SALE	3,800
OTHER ASSETS	7,936	7,757
TOTAL ASSETS	731,873	658,712
CURRENT LIABILITIES:
Accounts payable	19,218	12,122
Accrued other liabilities	50,693	39,728
TOTAL CURRENT LIABILITIES	69,911	51,850
LONG-TERM LIABILITIES:
Revolving credit facility	120,374	262,456
Deferred tax liabilities	26,769	21,145
Sellers Notes	12,761	12,500
Other liabilities	7,270	6,581
TOTAL LONG-TERM LIABILITIES	167,174	302,682
TOTAL LIABILITIES	237,085	354,532
NONCONTROLLING INTEREST - REDEEMABLE -
HEALTHCARE INNOVATIONS	2,256	2,256
STOCKHOLDERS' EQUITY:
Preferred stock, par value $0.05; authorized 2,000 shares; none issued or outstanding
Common stock, par value $0.10; authorized 25,000; 14,133 and 10,504 issued and outstanding	1,414	1,051
Treasury stock, at cost, 169 and 117 shares	(5,825)	(3,258)
Additional paid-in capital	288,329	141,233
Almost Family Inc., stockholders equity	458,880	302,789
Noncontrolling interest - nonredeemable	33,652	(865)
Retained earnings	174,962	163,763
TOTAL STOCKHOLDERS' EQUITY	492,532	301,924
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 731,873	$ 658,712

CONSOLIDATED BALANCE SHEETS (Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 29, 2017	Dec. 30, 2016
CONSOLIDATED BALANCE SHEETS
Preferred stock, par value (in dollars per share)	$ 0.05	$ 0.05
Preferred stock, authorized shares	2,000,000	2,000,000
Preferred stock, issued shares	0	0
Preferred stock, outstanding shares	0	0
Common stock, par value (in dollars per share)	$ 0.10	$ 0.10
Common stock, authorized shares	25,000,000	25,000,000
Common stock, issued shares	14,133,000	10,504,000
Common stock, outstanding shares	14,133,000	10,504,000
Treasury stock, shares	169,000	117,000

CONSOLIDATED STATEMENTS OF INCO

CONSOLIDATED STATEMENTS OF INCOME - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 29, 2017	Sep. 30, 2016	Sep. 29, 2017	Sep. 30, 2016
CONSOLIDATED STATEMENTS OF INCOME
Net service revenues	$ 194,302	$ 160,421	$ 596,347	$ 470,114
Cost of service revenues (excluding depreciation & amortization)	103,777	86,074	314,097	251,998
Gross margin	90,525	74,347	282,250	218,116
General and administrative expenses:
Salaries and benefits	54,840	42,952	167,743	126,134
Other	23,631	18,029	72,252	55,974
Deal, transition and other costs	4,467	2,257	17,122	7,455
Total general and administrative expenses	82,938	63,238	257,117	189,563
Operating income	7,587	11,109	25,133	28,553
Interest expense, net	1,668	1,537	5,794	4,684
Income before noncontrolling interests and income taxes	5,919	9,572	19,339	23,869
Net income attributable to noncontrolling interests	561	1,012	2,046	689
Net income before income taxes	5,358	8,560	17,293	23,180
Income tax expense	(2,188)	(3,194)	(5,713)	(9,120)
Net income attributable to Almost Family, Inc.	$ 3,170	$ 5,366	$ 11,580	$ 14,060
Per share amounts-basic:
Average shares outstanding (in shares)	13,731	10,172	13,385	10,150
Net income attributable to Almost Family, Inc. (in dollars per share)	$ 0.23	$ 0.53	$ 0.87	$ 1.39
Per share amounts-diluted:
Average shares outstanding (in shares)	13,941	10,310	13,627	10,328
Net income attributable to Almost Family, Inc. (in dollars per share)	$ 0.23	$ 0.52	$ 0.85	$ 1.36

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	9 Months Ended
	Sep. 29, 2017	Sep. 30, 2016
Cash flows from operating activities:
Net income attributable to Almost Family, Inc.	$ 11,580	$ 14,060
Net income attributable to noncontrolling interests	2,046	689
Consolidated net income	13,626	14,749
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization	4,924	2,813
Provision for uncollectible accounts	11,151	10,626
Stock-based compensation	2,094	2,013
Loan cost amortization	706	207
Deferred income taxes	5,624	6,081
Net cash provided by operating activities	38,125	36,489
Change in certain net assets and liabilities, net of the effects of acquisitions:
Accounts receivable	(22,302)	(12,831)
Prepaid expenses and other current assets	(4,625)	(4,451)
Other assets	(875)	(620)
Accounts payable and accrued expenses	4,476	(3,302)
Net cash provided by operating activities	14,799	15,285
Cash flows from investing activities:
Capital expenditures	(5,346)	(4,364)
Transaction deposit	128,930
Acquisitions, net of cash acquired	(130,069)	(31,256)
Net cash used in investing activities	(6,485)	(35,620)
Cash flows from financing activities:
Credit facility borrowings	202,934	215,430
Credit facility repayments	(345,016)	(195,396)
Debt Issuance Fees		102
Proceeds from stock offering, net	143,908
Proceeds from stock option exercises	1,505	(9)
Purchase of common stock in connection with share awards	(2,567)	(484)
Tax impact of share awards		257
Principal payments on notes payable and capital leases	(39)	(56)
Net cash provided by financing activities	725	19,640
Net increase (decrease) in cash and cash equivalents	9,039	(695)
Cash and cash equivalents at beginning of period	10,110
Cash and cash equivalents at end of period	$ 19,149	$ 6,827

Accounting Policies

Accounting Policies	9 Months Ended
	Sep. 29, 2017
Accounting Policies
Accounting Policies	ALMOST FAMILY, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIA (Unless otherwise indicated, all dollars and share amounts are in thousands, except per share data) 1. Accounting Policies Basis of Presentation The accompanying unaudited consolidated financial statements for the quarters ended September 29, 2017 and September 30, 2016, have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been omitted pursuant to such rules and regulations. Accordingly, the reader of this Form 10-Q is referred to Almost Family, Inc.’s (the “Company”) Annual Report on Form 10-K for the year ended December 30, 2016 for further information. In the opinion of management of the Company, the accompanying unaudited consolidated financial statements reflect all adjustments (consisting of normal recurring adjustments) necessary to present fairly the financial position at September 29, 2017, and the results of operations and cash flows for the quarters ended September 29, 2017 and September 30, 2016. The results of operations for the quarter ended September 29, 2017 are not necessarily indicative of the operating results for the year. On the first day of fiscal 2017, the Company acquired an 80% controlling interest in the entity holding the home health and hospice assets of Community Health Systems, Inc. (NYSE: CYH) (“CHS-JV”). Community Health Systems, Inc. ("CHS") is one of the largest publicly-traded hospital companies in the United States and a leading operator of general acute care hospitals in communities across the country. CHS retained the remaining 20%. The purchase price of $128.9 million was funded through borrowings on the Company's revolving credit facility, which resulted in a deposit in the December 30, 2016 balance sheet. The deposit was converted to purchase consideration at closing. The borrowing was subsequently repaid with proceeds from the Company’s stock offering on January 25, 2017. The final purchase price is subject to a working capital adjustment. CHS-JV currently operates 76 home health and 15 hospice branch locations in 22 states. With the completion of this transaction, the Company now operates 332 branches across 26 states. Third quarter operating results for the Company’s home health, personal care, hospice and assessment business lines were adversely impacted by Hurricanes Irma and Harvey (the “Hurricanes”). Due to the early warnings and evacuations related to these storms, the period of disruption started well in advance of each storm actually striking affected areas, while recovery periods were elongated. The Hurricanes impacted the Company’s operations in Florida, Georgia and Texas, which are the source of approximately one quarter of revenue. The impact of lost admissions, visits, assessments and revenue on operating income was approximately $3.3 million in the third quarter of 2017. Reclassification Consistent with the terms of the Company’s revolving credit facility, the Company now classifies unused commitment (“Unused”) and Letter of Credit (“LOC”) fees as a part of interest expense. Historically, such costs were included in General and administrative – Other. Unused and LOC fees for prior periods were reclassified to interest expense for consistency. Unused and LOC fees included in Interest expense for the quarter and nine months ended September 29, 2017 were $0.4 million and $1.0 million, respectively, while comparable prior year amounts were $0.1 million and $0.3 million, respectively. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Recently Adopted Accounting Pronouncements In the first quarter of 2017, the Company adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) ASU 2016-09, Compensation – Stock Compensation (“ASU 2016-09”). Under the new guidance, the Company recognizes all excess tax benefits or losses, if applicable, related to stock-based compensation as a component of income taxes in its consolidated statement of income and as operating cash flow in its consolidated statement of cash flows (with other income tax cash flows). Previous guidance required recognition as additional paid-in capital and classified those amounts as financing activity in the statement of cash flows. As a result, net income and operating cash flows for the nine months ended September 29, 2017 include excess tax benefits of approximately $1.3 million. Prior financial statements did not require adjustment under the new guidance. The future impact of adopting this new standard on the Company’s financial statements will be dependent on the timing and intrinsic value of future share-based compensation award exercises. The adoption of this standard will increase the volatility of the income tax provision in the Company’s results of operations. Recently Issued Accounting Pronouncements Not Yet Adopted In January 2017, the FASB issued ASU 2017-01, Business Combinations (“Topic 805”), Clarifying the Definition of a Business (“ASU 2017-01”). ASU 2017-01 changes the definition of a business in an effort to assist entities with evaluating whether a set of transferred assets and activities is a business. The guidance will require an entity to evaluate whether substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets, and thus is not a business combination. The guidance is effective for annual and interim impairment tests performed for periods beginning after December 15, 2019. The Company is currently evaluating the impact of ASU 2017-01. In January 2017, the FASB issued ASU 2017-04, Intangible – Goodwill and Other, Simplifying the Test for Goodwill Impairment, (“ASU 2017-04”) that simplifies the measurement for goodwill impairment into a single step. The guidance eliminates Step 2 of the goodwill impairment test that required a hypothetical purchase price allocation of an implied fair value of goodwill to measure a goodwill impairment charge. Under the new guidance, entities failing Step 1 of the goodwill impairment test will always record an impairment charge based on the excess of a reporting unit’s carrying amount over it fair value. ASU 2017-04 does not change Step 1 guidance. The guidance is effective for annual reporting periods beginning after December 15, 2017, including interim periods in those years. Early adoption is permitted for annual and interim goodwill impairment testing dates after January 1, 2017. The Company is currently evaluating the impact of ASU 2017-04. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows, Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”). ASU 2016-15 clarifies how entities should classify certain cash receipts and cash payments on the statement of cash flows. It also clarifies how the predominance principle should be applied when cash receipts and cash payments have aspects of more than one class of cash flows. ASU 2016-15 is effective for annual reporting periods beginning after December 15, 2017, and interim periods within those years. Early adoption is permitted. The Company is currently evaluating the impact ASU 2016-15 will have on its consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases (“ASU 2016-02”). ASU 2016-02 requires lessees to recognize assets and liabilities on their balance sheet related to the rights and obligations created by most leases, while continuing to recognize expenses on their income statements over the lease term. The ASU further requires disclosures designed to give financial statement users information regarding the amount, timing, and uncertainty of cash flows arising from leases. The guidance is effective for annual reporting periods beginning after December 15, 2018, and interim periods within those years. Early adoption is permitted for all entities. The Company is currently evaluating the impact ASU 2016-02 will have on its consolidated financial statements and associated disclosures. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (“Topic 606”). Topic 606 affects virtually all aspects of an entity’s revenue recognition, including determining the measurement of revenue and the timing of when it is recognized for the transfer of goods or services to customers. Topic 606 is effective for annual reporting periods beginning after December 15, 2017. The Company is continuing to evaluate Topic 606, but does not expect a material impact from the adoption of Topic 606 on its 2018 statement of financial position and results of operations. Net (Income) Loss Attributable to Noncontrolling Interest Noncontrolling interest represents the ownership interests of minority shareholders in operating results of the period. The following details the minority shareholders’ interest that is excluded from the Consolidated Statements of Income. Three months ended Nine months ended September 29, 2017 September 30, 2016 September 29, 2017 September 30, 2016 CHS-JV $ 699 $ — $ 2,518 $ — Imperium (108) 1,060 (381) 724 Other (30) (48) (91) (35) Net income attributable to noncontrolling interests $ 561 $ 1,012 $ 2,046 $ 689

Segment Data

Segment Data	9 Months Ended
	Sep. 29, 2017
Segment Data
Segment Data	2. Segment Data In the first quarter of 2017, the Company redefined its reporting segments to include a) Home Health (“HH”), formerly Visiting Nurse, b) Other Home-Based Services (“OHBS”), which includes all other home care services outside of Home Health services and c) the Healthcare Innovations (“HCI”) segment. The OHBS segment consists of the historical personal care operations plus hospice services. Prior year segment information was reclassified to conform to the new segment definitions. In management’s opinion, this approach provides investors clarity for the largest segment, Home Health, and best aligns with the Company’s internal decision-making processes as viewed by the chief operating decision maker. Reportable segments have been identified based upon how management has organized the business by services provided to customers and how the chief operating decision maker manages the business and allocates resources, consistent with the criteria in ASC 280, Segment Reporting . Consistent with information given to the chief operating decision maker, the Company does not allocate certain expenses to the reportable segments. The Company evaluates the performance of its business segments based on operating income. Intercompany and intersegment transactions have been eliminated. The HH segment provides skilled medical services in patients’ homes largely to enable recipients to reduce or avoid periods of hospitalization and/or nursing home care. Approximately 95% of the HH segment revenues were generated from the Medicare program, while the balance is generated from Medicaid and private insurance programs. The OHBS segment includes traditional personal care services (generally provided by paraprofessional staff such as home health aides) which are generally of a custodial rather than skilled nature. Personal care revenues are generated on an hourly basis and are primarily from Medicaid (approximately 80% of personal care revenues). Hospice services are largely provided in patients’ homes and generally require specialized hospice nursing skills. Hospice revenues are generated on a per diem basis and are primarily from Medicare (approximately 93% of hospice revenues). The Company’s HCI business segment is used to report on the Company’s developmental activities outside its HH and OHBS businesses. These activities are intended ultimately, whether directly or indirectly, to benefit the Company’s patients and payors through the enhanced provision of HH and OHBS. The activities all share a common goal of improving patient experiences and quality outcomes, while lowering costs. They include, but are not limited to, items such as: technology, information, population health management, risk-sharing, care-coordination and transitions, clinical advancements, enhanced patient engagement and informed clinical decision and technology enabled in-home clinical assessments. Quarter ended Nine months ended Consolidated September 29, 2017 September 30, 2016 September 29, 2017 September 30, 2016 Net service revenues: Home Health $ 141,434 108,138 440,962 327,899 Other Home-Based Services 46,378 41,975 138,495 121,871 Healthcare Innovations 6,490 10,308 16,890 20,344 194,302 160,421 596,347 470,114 Operating income before corporate expenses: Home Health 16,992 12,657 57,087 42,964 Other Home-Based Services 3,579 2,501 11,444 9,223 Healthcare Innovations 812 5,051 796 5,098 21,383 20,209 69,327 57,285 Corporate expenses 9,329 6,843 27,072 21,277 Deal, transition and other costs 4,467 2,257 17,122 7,455 Operating income 7,587 11,109 25,133 28,553 Interest expense, net (1) 1,668 1,537 5,794 4,684 Net income - noncontrolling interests 561 1,012 2,046 689 Net income before income taxes $ 5,358 $ 8,560 $ 17,293 $ 23,180 (1) Allocation of interest for the quarter ended September 29, 2017 was $643, $204 and $154 to the HH, OHBS and HCI segments, respectively, and $384, $384, and $248 to the HH, OHBS and HCI segments, respectively, for the quarter ended September 30, 2016. Allocation of interest for the nine months ended September 29, 2017 was $2,274, $705 and $508 to the HH, OHBS and HCI segments, respectively, and $1,183, $1,183, and $960 to the HH, OHBS and HCI segments, respectively, for the nine months ended September 30, 2016.

Goodwill and Other Intangible A

Goodwill and Other Intangible Assets	9 Months Ended
	Sep. 29, 2017
Goodwill and Other Intangible Assets
Goodwill and Other Intangible Assets	3. Goodwill and Other Intangible Assets The Company conducts annual reviews of goodwill and other indefinite-lived intangible assets for impairment, or more frequently if circumstances indicate impairment may have occurred. Other intangible assets consist of certificates of need and licenses, trade names and non-compete agreements. Finite-lived intangible assets are amortized on a straight-line basis over their estimated useful lives. Licenses, provider numbers, certificates of need and trade names have indefinite lives and are reviewed at least annually for possible impairment, or whenever events or changes in circumstances indicate that carrying amounts may not be recoverable. The Company completed its most recent annual impairment test of goodwill and other indefinite-lived intangible assets as of December 30, 2016 and determined that no impairment existed. The following table summarizes the activity related to goodwill and other intangible assets for 2017: Other Intangible Assets Certificates of Need and Trade Non-compete Customer Goodwill Licenses Names Agreements Relationships Total Balances at December 30, 2016 $ 305,476 $ 51,432 $ 23,323 $ 620 $ 9,688 $ 85,063 Acquisitions 85,076 51,763 9,880 490 — 62,133 Assets held for sale — (1,290) — — — (1,290) Amortization — — — (162) (381) (543) Balances at September 29, 2017 $ 390,552 $ 101,905 $ 33,203 $ 948 $ 9,307 $ 145,363 Acquisitions in the table primarily relate to the CHS-JV acquisition discussed further in Note 8, “Acquisitions.” The following table summarizes the Company’s goodwill and other intangible assets at September 29, 2017 by segment: Other Intangible Assets Certificates of Need and Trade Non-compete Customer Goodwill Licenses Names Agreements Relationships Total Home Health $ 278,034 $ 97,725 $ 23,078 $ 500 $ — $ 121,303 Other Home-Based Services 75,869 4,180 5,195 56 — 9,431 Healthcare Innovations 36,649 — 4,930 392 9,307 14,629 September 29, 2017 balances $ 390,552 $ 101,905 $ 33,203 $ 948 $ 9,307 $ 145,363

Revolving Credit Facility

Revolving Credit Facility	9 Months Ended
	Sep. 29, 2017
Revolving Credit Facility
Revolving Credit Facility	4. Revolving Credit Facility The Company has a senior secured revolving credit facility with JPMorgan Chase Bank, N.A., as Administrative Agent, and certain other lenders (the “Facility”). The Facility provides a credit line of up to $350 million with a maturity date of December 3, 2021, and an “accordion” feature providing for potential future expansion of the Facility up to $150 million of additional borrowings upon further request and approval by a lender or lenders willing to extend such borrowings. The Facility allows for daily and short term (generally one month to one year) borrowings. Daily borrowings bear interest at a varying rate equal to prime plus 1.25%, while short term borrowings bear interest at a varying rate equal to the London Interbank Offered Rate (“LIBOR”) plus a margin which varies from 1.50% to 2.75%, depending on the Company’s leverage ratio. Interest expense also includes unused commitment fees related to total borrowing capacity, as well as letters of credit related fees. The Facility is secured by substantially all assets and the assets and stock of the Company’s subsidiaries. The subsidiaries have also guaranteed the Facility. Debt issuance costs of $4.7 million were capitalized in the fourth quarter of 2016 with the Facility and are being amortized to interest expense through December 2021. Borrowings under the Facility are subject to various covenants, including a maximum leverage ratio for all calculation dates ending on or before December 31, 2017, of 4.0 times earnings before interest, taxes, depreciation and amortization, as adjusted (“EBITDA”) plus “Acquired EBITDA” from pro-forma acquisitions as defined. The maximum leverage ratio steps down, to a maximum leverage ratio of 3.75 times EBITDA plus Acquired EBITDA for calculation dates after December 31, 2017, and on or before June 30, 2018, and to a maximum leverage ratio of 3.5 times EBITDA plus Acquired EBITDA for calculation dates on and after September 30, 2018. Borrowings under the revolving credit facility may be used for general corporate purposes, including acquisitions. On December 30, 2016, the Company borrowed approximately $128.9 million from the Facility to finance the CHS-JV transaction, which was classified as a Transaction deposit and was included in revolving credit facility in the 2016 Consolidated Balance Sheet. On December 31, 2016, the first day of the Company’s 2017 fiscal year, the Transaction deposit converted to purchase price with the closing of the CHS-JV acquisition. On January 25, 2017, the Company sold 3.5 million shares of common stock for net proceeds of $143.9 million, after deducting the estimated underwriting discounts and commissions and offering expenses, which were used to repay obligations under the Facility. As of September 29, 2017, the Company was in compliance with the various financial covenants. Application of the Facility’s borrowing formula as of September 29, 2017, would have permitted approximately $200.2 million to be used. The Company had irrevocable letters of credit totaling $16.7 million in connection with its self-insurance programs. Effective interest rates on the Company’s borrowings under its revolving credit facilities were 3.60% and 3.50% for the quarters ended September 29, 2017 and September 30, 2016, respectively.

Fair Value Measurements

Fair Value Measurements	9 Months Ended
	Sep. 29, 2017
Fair Value Measurements
Fair Value Measurements	5. Fair Value Measurements The Company’s financial instruments consist of cash, accounts receivable, payables and debt instruments. The carrying values of cash, accounts receivable and payables are considered representative of their respective fair values due to the short-term nature of these instruments. The fair value of the Company’s debt instruments approximates their carrying values as substantially all of such debt instruments have rates which fluctuate with changes in market rates. The Company does not have any assets or liabilities carried at fair value that are measured on a recurring basis.

Earnings per Common Share

Earnings per Common Share	9 Months Ended
	Sep. 29, 2017
Earnings per Common Share
Earnings per Common Share	6. Earnings per Common Share A reconciliation of the weighted average shares outstanding used in the calculation of basic and diluted earnings per common share is as follows: Quarter ended Nine months ended September 29, 2017 September 30, 2016 September 29, 2017 September 30, 2016 Basic weighted average outstanding shares 13,731 10,172 13,385 10,150 Add common equivalent shares representing shares issuable upon exercise of dilutive awards 210 138 242 178 Diluted weighted average number of shares 13,941 10,310 13,627 10,328 Anti-dilutive shares excluded from calculation 96 76 96 76

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 29, 2017
Commitments and Contingencies
Commitments and Contingencies	7. Commitments and Contingencies Insurance Programs The Company bears significant insurance risk under its large-deductible workers’ compensation insurance program and its self-insured employee health program. Under the workers’ compensation insurance program, the Company bears risk up to $0.4 million per incident, after which stop-loss coverage is maintained. The Company purchases stop-loss insurance for the employee health plan that places a specific limit, generally $0.3 million, on its exposure for any individual covered life. Malpractice and general patient liability claims for incidents which may give rise to litigation have been asserted against the Company by various claimants. The claims are in various stages of processing and some may ultimately be brought to trial. The Company is aware of incidents that have occurred through September 29, 2017 that may result in the assertion of additional claims. The Company currently carries professional and general liability insurance coverage (on a claims made basis) for this exposure with no deductible. The Company also carries D&O coverage (also on a claims made basis) for potential claims against the Company’s directors and officers, including securities actions, with deductibles ranging from $0.2 million to $0.5 million per claim. The Company records estimated liabilities for its insurance programs based on information provided by the third-party plan administrators, historical claims experience, the life cycle of claims, expected costs of claims incurred but not paid, and expected costs to settle unpaid claims. The Company monitors its estimated insurance-related liabilities and recoveries, if any, on a monthly basis and records amounts due under insurance policies in other current assets, while recording the estimated carrier liability in other current liabilities. As facts change, it may become necessary to make adjustments that could be material to the Company’s results of operations and financial condition. Legal Proceedings The Company is currently, and from time to time, subject to claims and suits arising in the ordinary course of its business, including claims for damages for personal injuries. In the opinion of management, after discussions with legal counsel, the ultimate resolution of any of these ordinary course pending claims and legal proceedings will not have a material effect on the Company’s financial position or results of operations.

Acquisitions

Acquisitions	9 Months Ended
	Sep. 29, 2017
Acquisitions
Acquisitions	8. Acquisitions CHS-JV Acquisition The acquisition of CHS-JV closed on the Company’s first day of fiscal 2017. As a result, the Company’s nine months ended September 29, 2017 included three full quarters of revenues, operating income before corporate expenses and deal and transaction costs of approximately $145.8 million, $24.0 million and $4.5 million, respectively. Comparable unaudited pro forma year to date CHS-JV operating results for 2016 totaled revenue and operating income of $138.8 million and $9.8 million, respectively. Unaudited pro forma information is for illustrative purposes only and may not be indicative of the results of operations that would have actually occurred if the transaction described had been completed as of the beginning of 2016. In addition, future results may vary from the results reflected in such information. The following table summarizes the preliminary estimates of fair values of the assets acquired and liabilities assumed in the CHS-JV acquisition: Purchase Price Allocation Accounts receivable, net $ 21,444 Prepaids and other assets 705 Property, plant & equipment 7,301 Goodwill 84,213 Intangibles 61,570 Assets acquired 175,233 Liabilities assumed (14,262) Non-controlling interest (32,042) Net assets acquired $ 128,929 Adjustments to the CHS-JV acquisition purchase price allocation are based on a management review, preliminary expert estimates, other developments and market factors. Goodwill arising from the CHS-JV transaction is based upon expected contributions to the overall corporate strategy in addition to synergies and acquired workforce, which are not separable from goodwill. Revenues and goodwill associated with this transaction are assigned to the Home Health and Other Home-Based Services segments. Amortizable goodwill and intangibles acquired in the CHS-JV acquisition are expected to be tax deductible. Other Acquisitions On July 14, 2017, the Company’s CHS-JV purchased assets of a Medicare-certified home health agency and related private duty company for Island Home Care in Key West, Florida. The purchase price was $1.2 million, including a $0.3 million note payable to the seller. Post-acquisition operating results are reported in the Company’s HH and OHBS segments. During the third quarter of 2016, one of the Company’s HCI subsidiaries redeemed certain outstanding shares increasing the Company's ownership percentage to 72.0% from 61.5%. On June 18, 2016, the Company acquired certain home health agency assets primarily in Wisconsin, but also in Connecticut and Kentucky (collectively, the Wisconsin acquisition). The purchase price of $6.1 million was funded through borrowings on the Company’s bank credit facility. The post-acquisition operating results of these agencies are primarily reported in the Company’s OHBS segment. No accounts receivable were acquired. On January 5, 2016, the Company acquired 100% of the equity of Long Term Solutions, Inc. (“LTS”). LTS is a provider of in-home nursing assessments for the long-term care insurance industry. LTS provides assessments in all 50 U.S. states and a number of foreign countries. The purchase price of $37 million was funded through borrowings on the Company’s bank credit facility, seller notes and issuance of the Company’s common stock. The Company expects goodwill from this transaction to be deductible for tax purposes. Approximately 74% of LTS’s 2016 revenue was from two customers. LTS’s post-acquisition operating results are reported in the Company’s HCI business segment. On January 5, 2016, the Company purchased the assets of a Medicare-certified home health agency owned by Bayonne Visiting Nurse Association (“Bayonne”) located in New Jersey. The purchase price was $4.1 million. Bayonne’s post-acquisition operating results are reported in the Company’s HH segment.

Income Taxes

Income Taxes	9 Months Ended
	Sep. 29, 2017
Income Taxes
Income Taxes	9. Income Taxes The Company’s effective income tax rate for the nine month periods ended September 29, 2017 and September 30, 2016 was approximately 33.0% and 39.3%, respectively. The lower effective income tax rate for the nine months of 2017 was due to a change in accounting rules for excess tax benefits or losses from the exercise of stock options and vesting of restricted shares. Previously, accounting guidance called for this to be recorded to Additional paid-in capital. Future periods with option exercises or restricted stock vesting will have a lower tax provision. See Note 1 for additional discussion of the new accounting guidance. Accounting principles generally accepted in the United States prescribe a recognition threshold and measurement attribute for the accounting and financial statement disclosure of tax positions taken or expected to be taken in a tax return. The evaluation of a tax position is a two-step process. The first step requires the Company to determine whether it is more likely than not that a tax position will be sustained upon examination based on the technical merits of the position. The second step requires the Company to recognize in the financial statements each tax position that meets the more likely than not criteria, measured at the amount of benefit that has a greater than 50% likelihood of being realized. The Company had $4.3 million of unrecognized tax benefits at September 29, 2017, the total amount of which, if recognized, would affect the tax rate. The Company includes the full amount of unrecognized tax benefits in other liabilities in the Consolidated Balance Sheets. Additionally, the Company may from time to time be assessed interest and penalties by tax jurisdictions. Any such assessments historically have been immaterial to the Company’s financial results and are classified as other general and administrative expenses in the consolidated statements of income.

STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY	9 Months Ended
	Sep. 29, 2017
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY	10. Stockholders’ Equity Stock Transaction On January 19, 2017, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, pursuant to which the Company agreed to issue and sell to the Underwriters a total of 3.0 million shares of the Company’s common stock, par value $0.10 per share, plus an option to purchase up to 0.5 million additional shares of common stock (the “Offering”), in a registered public offering pursuant to the Company’s shelf registration statement on Form S-3 (Registration No. 333-204584). On January 25, 2017, the Company sold 3.5 million shares of common stock at $44.50 per share under the shelf registration statement for gross proceeds of approximately $153.5 million. Net proceeds were approximately $143.9 million after deducting the underwriting discounts and commissions and offering expenses. Proceeds from the Offering were used to repay obligations under the revolving credit facility, which increased credit available under the Facility from approximately $78.6 million at December 30, 2016 to approximately $204 million after the Offering. Further, the Company incurred $0.4 million in professional fees related to the Offering that were recorded to additional paid-in capital.

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 29, 2017
Subsequent Events
Subsequent Events	11. Subsequent Events Management has evaluated all events and transactions that occurred after September 29, 2017. During this period, the Company had no material subsequent events requiring recognition in the consolidated financial statements. We expect to receive our annual ACO payment, estimated between $2.0 and $2.4 million, in the fourth quarter of 2017.

Summary of Accounting Policies

Summary of Accounting Policies (Policies)	9 Months Ended
	Sep. 29, 2017
Accounting Policies
Basis of Presentation	Basis of Presentation The accompanying unaudited consolidated financial statements for the quarters ended September 29, 2017 and September 30, 2016, have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been omitted pursuant to such rules and regulations. Accordingly, the reader of this Form 10-Q is referred to Almost Family, Inc.’s (the “Company”) Annual Report on Form 10-K for the year ended December 30, 2016 for further information. In the opinion of management of the Company, the accompanying unaudited consolidated financial statements reflect all adjustments (consisting of normal recurring adjustments) necessary to present fairly the financial position at September 29, 2017, and the results of operations and cash flows for the quarters ended September 29, 2017 and September 30, 2016. The results of operations for the quarter ended September 29, 2017 are not necessarily indicative of the operating results for the year.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
New Accounting Pronouncements	Recently Adopted Accounting Pronouncements In the first quarter of 2017, the Company adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) ASU 2016-09, Compensation – Stock Compensation (“ASU 2016-09”). Under the new guidance, the Company recognizes all excess tax benefits or losses, if applicable, related to stock-based compensation as a component of income taxes in its consolidated statement of income and as operating cash flow in its consolidated statement of cash flows (with other income tax cash flows). Previous guidance required recognition as additional paid-in capital and classified those amounts as financing activity in the statement of cash flows. As a result, net income and operating cash flows for the nine months ended September 29, 2017 include excess tax benefits of approximately $1.3 million. Prior financial statements did not require adjustment under the new guidance. The future impact of adopting this new standard on the Company’s financial statements will be dependent on the timing and intrinsic value of future share-based compensation award exercises. The adoption of this standard will increase the volatility of the income tax provision in the Company’s results of operations. Recently Issued Accounting Pronouncements Not Yet Adopted In January 2017, the FASB issued ASU 2017-01, Business Combinations (“Topic 805”), Clarifying the Definition of a Business (“ASU 2017-01”). ASU 2017-01 changes the definition of a business in an effort to assist entities with evaluating whether a set of transferred assets and activities is a business. The guidance will require an entity to evaluate whether substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets, and thus is not a business combination. The guidance is effective for annual and interim impairment tests performed for periods beginning after December 15, 2019. The Company is currently evaluating the impact of ASU 2017-01. In January 2017, the FASB issued ASU 2017-04, Intangible – Goodwill and Other, Simplifying the Test for Goodwill Impairment, (“ASU 2017-04”) that simplifies the measurement for goodwill impairment into a single step. The guidance eliminates Step 2 of the goodwill impairment test that required a hypothetical purchase price allocation of an implied fair value of goodwill to measure a goodwill impairment charge. Under the new guidance, entities failing Step 1 of the goodwill impairment test will always record an impairment charge based on the excess of a reporting unit’s carrying amount over it fair value. ASU 2017-04 does not change Step 1 guidance. The guidance is effective for annual reporting periods beginning after December 15, 2017, including interim periods in those years. Early adoption is permitted for annual and interim goodwill impairment testing dates after January 1, 2017. The Company is currently evaluating the impact of ASU 2017-04. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows, Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”). ASU 2016-15 clarifies how entities should classify certain cash receipts and cash payments on the statement of cash flows. It also clarifies how the predominance principle should be applied when cash receipts and cash payments have aspects of more than one class of cash flows. ASU 2016-15 is effective for annual reporting periods beginning after December 15, 2017, and interim periods within those years. Early adoption is permitted. The Company is currently evaluating the impact ASU 2016-15 will have on its consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases (“ASU 2016-02”). ASU 2016-02 requires lessees to recognize assets and liabilities on their balance sheet related to the rights and obligations created by most leases, while continuing to recognize expenses on their income statements over the lease term. The ASU further requires disclosures designed to give financial statement users information regarding the amount, timing, and uncertainty of cash flows arising from leases. The guidance is effective for annual reporting periods beginning after December 15, 2018, and interim periods within those years. Early adoption is permitted for all entities. The Company is currently evaluating the impact ASU 2016-02 will have on its consolidated financial statements and associated disclosures. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (“Topic 606”). Topic 606 affects virtually all aspects of an entity’s revenue recognition, including determining the measurement of revenue and the timing of when it is recognized for the transfer of goods or services to customers. Topic 606 is effective for annual reporting periods beginning after December 15, 2017. The Company is continuing to evaluate Topic 606, but does not expect a material impact from the adoption of Topic 606 on its 2018 statement of financial position and results of operations.

ACCOUNTING POLICIES (Tables)

ACCOUNTING POLICIES (Tables)	9 Months Ended
	Sep. 29, 2017
Accounting Policies
Schedule of Net (Gain) Loss attributable to NCI	The following details the minority shareholders’ interest that is excluded from the Consolidated Statements of Income. Three months ended Nine months ended September 29, 2017 September 30, 2016 September 29, 2017 September 30, 2016 CHS-JV $ 699 $ — $ 2,518 $ — Imperium (108) 1,060 (381) 724 Other (30) (48) (91) (35) Net income attributable to noncontrolling interests $ 561 $ 1,012 $ 2,046 $ 689

Segment Data (Tables)

Segment Data (Tables)	9 Months Ended
	Sep. 29, 2017
Segment Data
Summary of segment data	Quarter ended Nine months ended Consolidated September 29, 2017 September 30, 2016 September 29, 2017 September 30, 2016 Net service revenues: Home Health $ 141,434 108,138 440,962 327,899 Other Home-Based Services 46,378 41,975 138,495 121,871 Healthcare Innovations 6,490 10,308 16,890 20,344 194,302 160,421 596,347 470,114 Operating income before corporate expenses: Home Health 16,992 12,657 57,087 42,964 Other Home-Based Services 3,579 2,501 11,444 9,223 Healthcare Innovations 812 5,051 796 5,098 21,383 20,209 69,327 57,285 Corporate expenses 9,329 6,843 27,072 21,277 Deal, transition and other costs 4,467 2,257 17,122 7,455 Operating income 7,587 11,109 25,133 28,553 Interest expense, net (1) 1,668 1,537 5,794 4,684 Net income - noncontrolling interests 561 1,012 2,046 689 Net income before income taxes $ 5,358 $ 8,560 $ 17,293 $ 23,180 (1) Allocation of interest for the quarter ended September 29, 2017 was $643, $204 and $154 to the HH, OHBS and HCI segments, respectively, and $384, $384, and $248 to the HH, OHBS and HCI segments, respectively, for the quarter ended September 30, 2016.

Goodwill and Other Intangible20

Goodwill and Other Intangible Assets (Tables)	9 Months Ended
	Sep. 29, 2017
Goodwill and Other Intangible Assets
Schedule of activity summary related to goodwill and intangible assets	The following table summarizes the activity related to goodwill and other intangible assets for 2017: Other Intangible Assets Certificates of Need and Trade Non-compete Customer Goodwill Licenses Names Agreements Relationships Total Balances at December 30, 2016 $ 305,476 $ 51,432 $ 23,323 $ 620 $ 9,688 $ 85,063 Acquisitions 85,076 51,763 9,880 490 — 62,133 Assets held for sale — (1,290) — — — (1,290) Amortization — — — (162) (381) (543) Balances at September 29, 2017 $ 390,552 $ 101,905 $ 33,203 $ 948 $ 9,307 $ 145,363 Acquisitions in the table primarily relate to the CHS-JV acquisition discussed further in Note 8, “Acquisitions.”
Summary of the activity and segment-wise information related to goodwill and other intangible assets	The following table summarizes the Company’s goodwill and other intangible assets at September 29, 2017 by segment: Other Intangible Assets Certificates of Need and Trade Non-compete Customer Goodwill Licenses Names Agreements Relationships Total Home Health $ 278,034 $ 97,725 $ 23,078 $ 500 $ — $ 121,303 Other Home-Based Services 75,869 4,180 5,195 56 — 9,431 Healthcare Innovations 36,649 — 4,930 392 9,307 14,629 September 29, 2017 balances $ 390,552 $ 101,905 $ 33,203 $ 948 $ 9,307 $ 145,363

Earnings per Common Share (Tabl

Earnings per Common Share (Tables)	9 Months Ended
	Sep. 29, 2017
Earnings per Common Share
Schedule of reconciliation of the weighted average shares outstanding used in the calculation of basic and diluted earnings per common share	A reconciliation of the weighted average shares outstanding used in the calculation of basic and diluted earnings per common share is as follows: Quarter ended Nine months ended September 29, 2017 September 30, 2016 September 29, 2017 September 30, 2016 Basic weighted average outstanding shares 13,731 10,172 13,385 10,150 Add common equivalent shares representing shares issuable upon exercise of dilutive awards 210 138 242 178 Diluted weighted average number of shares 13,941 10,310 13,627 10,328 Anti-dilutive shares excluded from calculation 96 76 96 76

Acquisitions (Tables)

Acquisitions (Tables)	9 Months Ended
	Sep. 29, 2017
Acquisitions
Summary of estimated fair values of the assets acquired and liabilities assumed	The following table summarizes the preliminary estimates of fair values of the assets acquired and liabilities assumed in the CHS-JV acquisition: Purchase Price Allocation Accounts receivable, net $ 21,444 Prepaids and other assets 705 Property, plant & equipment 7,301 Goodwill 84,213 Intangibles 61,570 Assets acquired 175,233 Liabilities assumed (14,262) Non-controlling interest (32,042) Net assets acquired $ 128,929

ACCOUNTING POLICIES - Basis of

ACCOUNTING POLICIES - Basis of Consolidation - (Details) $ in Thousands	Jul. 14, 2017USD ($)	Jan. 01, 2017USD ($)statelocation	Dec. 31, 2016statelocation	Jan. 05, 2016USD ($)	Sep. 29, 2017USD ($)	Sep. 30, 2016USD ($)	Sep. 29, 2017USD ($)	Sep. 30, 2016USD ($)	Dec. 29, 2017USD ($)
Basis of Presentation
Number of home health branch locations operated by acquired entity | location			76
Number of hospice branch locations operated by acquired entity | location			15
Number of states | state			22
Amortization of debt issuance costs							$ 706	$ 207
Impact of lost admissions, visits, assessments and other related costs									$ 3,300
Unused and LOC fees					$ 400	$ 100	1,000	$ 300
Excess Tax Benefit from Share-based Compensation, Operating Activities							$ 1,300
Community Health Systems Inc.
Basis of Presentation
Interest acquired (as a percent)		80.00%
Ownership percentage retained		20
Number of states | state		26
Number of branches operated | location		332
Purchase price	$ 1,200	$ 128,900
LTS
Basis of Presentation
Interest acquired (as a percent)				100.00%
Purchase price				$ 37,000

Accounting Policies (Details)

Accounting Policies (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 29, 2017	Sep. 30, 2016	Sep. 29, 2017	Sep. 30, 2016
Noncontrolling Interest [Line Items]
Net income attributable to noncontrolling interests	$ 561	$ 1,012	$ 2,046	$ 689
C H S Home Health
Noncontrolling Interest [Line Items]
Net income attributable to noncontrolling interests	699		2,518
Imperium
Noncontrolling Interest [Line Items]
Net income attributable to noncontrolling interests	108	(1,060)	381	(724)
Other
Noncontrolling Interest [Line Items]
Net income attributable to noncontrolling interests	$ (30)	$ (48)	$ (91)	$ (35)

Segment Data (Details)

Segment Data (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 29, 2017	Sep. 30, 2016	Sep. 29, 2017	Sep. 30, 2016
Sales revenue
Net service revenues	$ 194,302	$ 160,421	$ 596,347	$ 470,114
Operating income before corporate expenses	21,383	20,209	69,327	57,285
Operating income (loss) before noncontrolling interest	5,358	8,560	17,293	23,180
Corporate expenses	9,329	6,843	27,072	21,277
Deal transition and other	4,467	2,257	17,122	7,455
Operating income	7,587	11,109	25,133	28,553
Interest expense, net	1,668	1,537	5,794	4,684
Net income attributable to noncontrolling interests	561	1,012	2,046	689
Net income before income taxes	5,358	8,560	17,293	23,180
Home Health
Sales revenue
Net service revenues	141,434	108,138	440,962	327,899
Operating income before corporate expenses	16,992	12,657	57,087	42,964
Interest expense, net	643	384	2,274	1,183
Other Home Based Care
Sales revenue
Net service revenues	46,378	41,975	138,495	121,871
Operating income before corporate expenses	3,579	2,501	11,444	9,223
Interest expense, net			705	1,183
Personal Care
Sales revenue
Interest expense, net	204	384
Healthcare Innovations
Sales revenue
Net service revenues	6,490	10,308	16,890	20,344
Operating income before corporate expenses	812	5,051	796	5,098
Interest expense, net	$ 154	$ 248	$ 508	$ 960
Medicare program
Segment data
Segment revenues (as a percent)	93.00%		93.00%
Medicare program | Home Health
Segment data
Segment revenues (as a percent)	95.00%		95.00%
Medicaid and other government programs | Personal Care
Segment data
Segment revenues (as a percent)	80.00%		80.00%

Goodwill and Other Intangible26

Goodwill and Other Intangible Assets (Details) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 29, 2017	Dec. 30, 2016
Activity related to goodwill and other intangible assets
Impairment loss on goodwill and other intangible assets		$ 0
Goodwill
Balance at the beginning of the period	$ 305,476
Additions	85,076
Balance at the end of the period	390,552	305,476
Other Intangible Assets
Balance at the beginning of the period	85,063
Additions	62,133
Assets held for sale	(1,290)
Amortization	(543)
Balance at the end of the period	145,363	85,063
Home Health
Goodwill
Balance at the end of the period	278,034
Other Intangible Assets
Balance at the end of the period	121,303
Personal Care
Goodwill
Balance at the end of the period	75,869
Other Intangible Assets
Balance at the end of the period	9,431
Healthcare Innovations
Goodwill
Balance at the end of the period	36,649
Other Intangible Assets
Balance at the end of the period	14,629
Non-compete Agreements
Other Intangible Assets
Balance at the beginning of the period	620
Additions	490
Amortization	(162)
Balance at the end of the period	948	620
Non-compete Agreements | Home Health
Other Intangible Assets
Balance at the end of the period	500
Non-compete Agreements | Personal Care
Other Intangible Assets
Balance at the end of the period	56
Non-compete Agreements | Healthcare Innovations
Other Intangible Assets
Balance at the end of the period	392
Customer Relationships
Other Intangible Assets
Balance at the beginning of the period	9,688
Amortization	(381)
Balance at the end of the period	9,307	9,688
Customer Relationships | Healthcare Innovations
Other Intangible Assets
Balance at the end of the period	9,307
Certificates of Need and Licenses
Other Intangible Assets
Balance at the beginning of the period	51,432
Additions	51,763
Assets held for sale	(1,290)
Balance at the end of the period	101,905	51,432
Certificates of Need and Licenses | Home Health
Other Intangible Assets
Balance at the end of the period	97,725
Certificates of Need and Licenses | Personal Care
Other Intangible Assets
Balance at the end of the period	4,180
Trade Names
Other Intangible Assets
Balance at the beginning of the period	23,323
Additions	9,880
Balance at the end of the period	33,203	$ 23,323
Trade Names | Home Health
Other Intangible Assets
Balance at the end of the period	23,078
Trade Names | Personal Care
Other Intangible Assets
Balance at the end of the period	5,195
Trade Names | Healthcare Innovations
Other Intangible Assets
Balance at the end of the period	$ 4,930

Revolving Credit Facility (Deta

Revolving Credit Facility (Details) - USD ($) $ in Thousands, shares in Millions	Jan. 25, 2017	Sep. 29, 2017	Jan. 26, 2017	Dec. 30, 2016	Sep. 30, 2016
Revolving credit facility
Credit line		$ 350,000	$ 204,000	$ 78,600
Revolving credit facility		120,374		262,456
TRANSACTION DEPOSIT				128,930
Shares sold	3.5
Net proceeds	$ 143,900
Borrowing capacity permitted to be used per formula		200,200
Irrevocable letters of credit outstanding		$ 16,700
Effective interest rate (as a percent)		3.60%			3.50%
Revolving Credit Facility.
Revolving credit facility
Accordion feature in credit facility		$ 150,000
Debt issuance costs		$ 4,700
Revolving Credit Facility. | Prime rate
Revolving credit facility
Interest rate margin (as a percent)		1.25%
Revolving Credit Facility. | LIBOR | Minimum
Revolving credit facility
Interest rate margin (as a percent)		1.50%
Revolving Credit Facility. | LIBOR | Maximum
Revolving credit facility
Interest rate margin (as a percent)		2.75%
Community Health Systems Inc.
Revolving credit facility
TRANSACTION DEPOSIT				$ 128,900

Earnings per Common Share (Deta

Earnings per Common Share (Details) - shares shares in Thousands	3 Months Ended		9 Months Ended
	Sep. 29, 2017	Sep. 30, 2016	Sep. 29, 2017	Sep. 30, 2016
Earnings per Common Share
Basic weighted average outstanding shares	13,731	10,172	13,385	10,150
Dilutive effect of outstanding compensation awards	210	138	242	178
Diluted weighted average number of shares	13,941	10,310	13,627	10,328
Anti-dilutive shares excluded from calculation	96	76	96	76

Commitments and Contingencies (

Commitments and Contingencies (Details) $ in Thousands	Sep. 29, 2017USD ($)
Large-deductible workers' compensation insurance program | Maximum
Insurance Programs
Insurance program, Company's risk per incident	$ 400
Self-insured employee health program
Insurance Programs
Insurance program, Company's risk per individual covered life	300
Professional liability
Insurance Programs
Insurance program, Company's risk per claim	0
General liability
Insurance Programs
Insurance program, Company's risk per claim	0
D&O coverage | Minimum
Insurance Programs
Insurance program, Company's risk per claim	200
D&O coverage | Maximum
Insurance Programs
Insurance program, Company's risk per claim	$ 500

Acquisitions (Details)

Acquisitions (Details)	Jul. 14, 2017USD ($)	Jan. 01, 2017USD ($)	Jun. 18, 2016USD ($)	Jan. 05, 2016USD ($)customer	Sep. 29, 2017USD ($)	Sep. 30, 2016USD ($)	Sep. 29, 2017USD ($)	Sep. 30, 2016USD ($)	Dec. 30, 2016USD ($)
Acquisitions
Revenues					$ 194,302,000	$ 160,421,000	$ 596,347,000	$ 470,114,000
Operating income					7,587,000	11,109,000	25,133,000	28,553,000
Approximate fair value estimates of the assets acquired and liabilities assumed
Goodwill					390,552,000		390,552,000		$ 305,476,000
Assets held for sale					3,800,000		3,800,000
Sellers Notes					12,761,000		12,761,000		$ 12,500,000
LTS
Approximate fair value estimates of the assets acquired and liabilities assumed
Interest acquired (as a percent)				100.00%
Concentrations (as a percent)				74.00%
Number of customers | customer				2
Purchase price				$ 37,000,000
Bayonne
Approximate fair value estimates of the assets acquired and liabilities assumed
Purchase price				$ 4,100,000
The Wisconsin acquisition
Approximate fair value estimates of the assets acquired and liabilities assumed
Accounts receivable			$ 0
Purchase price			$ 6,100,000
Community Health Systems Inc.
Acquisitions
Revenues							145,800,000	138,800,000
Operating income							24,000,000	9,800,000
Deal and transition costs incurred							4,500,000
Approximate fair value estimates of the assets acquired and liabilities assumed
Accounts receivable					21,444,000		21,444,000
Prepaids and other assets					705,000		705,000
Property, plant & equipment					7,301,000		7,301,000
Goodwill					84,213,000		84,213,000
Intangibles					61,570,000		61,570,000
Assets acquired					175,233,000		175,233,000
Liabilities assumed					(14,262,000)		(14,262,000)
Non-controlling interest					(32,042,000)		(32,042,000)
Net assets acquired					128,929,000		128,929,000
Interest acquired (as a percent)		80.00%
Purchase price	$ 1,200,000	$ 128,900,000
Sellers Notes	$ 300,000
Healthcare Innovations
Acquisitions
Revenues					6,490,000	$ 10,308,000	16,890,000	$ 20,344,000
Approximate fair value estimates of the assets acquired and liabilities assumed
Goodwill					$ 36,649,000		$ 36,649,000
Interest acquired (as a percent)					72.00%	61.50%	72.00%	61.50%

Income Taxes (Details)

Income Taxes (Details) - USD ($) $ in Millions	3 Months Ended	9 Months Ended
	Sep. 30, 2016	Sep. 29, 2017
Income Taxes
Effective income tax rates (as a percent)	39.30%	33.00%
Uncertain tax positions		$ 4.3

STOCKHOLDERS' EQUITY - Employee

STOCKHOLDERS' EQUITY - Employee Stock Incentive Plans - (Details) - USD ($) $ / shares in Units, $ in Thousands, shares in Millions	Jan. 25, 2017	Jan. 19, 2017	Sep. 29, 2017	Jan. 26, 2017	Dec. 30, 2016
STOCKHOLDERS' EQUITY
Shares issued to underwriters	3.5	3
Common stock, par value (in dollars per share)		$ 0.10	$ 0.10		$ 0.10
Additional shares available to purchase		0.5
Share Price	$ 44.50
Gross proceeds	$ 153,500
Proceeds from Issuance of Common Stock	143,900		$ 143,908
Line of Credit Facility, Maximum Borrowing Capacity			$ 350,000	$ 204,000	$ 78,600
Adjustments to Additional Paid in Capital, Stock Issued, Issuance Costs	$ 400

Subsequent Events (Details)

Subsequent Events (Details) $ in Millions	Dec. 31, 2016location	Dec. 29, 2017USD ($)
Subsequent Events
Number of home health branch locations operated by acquired entity | location	76
Number of hospice branch locations operated by acquired entity | location	15
Subsequent event | Minimum
Subsequent Events
Annual ACO payment expected | $		$ 2
Subsequent event | Maximum
Subsequent Events
Annual ACO payment expected | $		$ 2.4