Almost Family Merger (Tables)

9 Months Ended

Sep. 30, 2018

Summary of the Consideration Transferred in Connection with the Merger

The following table summarizes the consideration transferred in connection with the Merger (amounts in thousands, except share data):



Outstanding shares of Almost Family common stock as of April 1, 2018	13,951,134
Exchange ratio	0.9150
Shares of the Company issued	12,765,288
Price per share as of April 1, 2018	$	61.56
Fair value of the Company common stock issued	$	785,831
Fair value of vested Almost Family equity awards exchanged for equity awards in the Company	$	9,581
Preliminary merger consideration	$	795,412

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

The Company's preliminary valuation analysis of identifiable assets and liabilities assumed for the Merger is in accordance with the requirements of ASC Topic 805, Business Combinations, the preliminary estimates of which are presented in the table below (amounts in thousands). The final determination of the fair value of assets acquired and liabilities assumed will be completed in accordance with the applicable accounting guidance. Due to the significance of the Merger, the Company may use all of the measurement period to adequately analyze and assess the fair values of assets acquired and liabilities assumed.



Preliminary merger consideration
Stock	$	795,412
Preliminary fair value of total consideration transferred
Recognized amounts of identifiable assets acquired and liabilities assumed:
Cash and cash equivalents	$	16,547
Patient accounts receivable	95,185
Prepaid income taxes	2,705
Prepaid expenses and other current assets	9,466
Property and equipment	11,144
Trade name	76,090
Certificates of need/licenses	77,975
Customer relationships	13,970
Assets held for sale	2,850
Deferred income taxes	5,197
Accounts payable	(37,014		)
Accrued other liabilities	(62,397		)
Seller notes payable	(13,571		)
NCI- Redeemable	(8,034		)
Long term income taxes payable	(3,786		)
Line of credit	(106,800		)
NCI- Nonredeemable	(34,969		)
Other assets and (liabilities), net	98
Total identifiable assets and liabilities	44,656
Preliminary goodwill	$	750,756

Business Acquisition, Pro Forma Information

The unaudited pro forma financial information has been prepared for comparative purposes and does not purport to be indicative of what would have occurred had the Merger occurred on January 1, 2017, nor are they indicative of any future results (amounts in thousands, except per share amount).



	Pro forma - unaudited
	Three Months Ended September 30,				Nine Months Ended September 30,
	2018		2017		2018		2017
Net service revenue	$	507,043	$	460,284	$	1,504,087	$	1,357,111
Net income attributable to the Company	21,230		14,076		58,882		43,257
Diluted earnings per share	$	0.68	$	0.84	$	1.89	$	1.39