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Acquisitions, Divestitures, and Joint Venture Activities
12 Months Ended
Dec. 31, 2022
Business Combinations [Abstract]  
Acquisitions, Divestitures, and Joint Venture Activities Acquisitions, Divestitures, and Joint Venture Activities
2022 Acquisitions
On September 1, 2021, the Company purchased Heart of Hospice. During the twelve months ended December 31, 2022, the Company recorded a decrease in patient accounts receivable of $1.5 million due to information obtained that relates to facts and circumstances that existed at the time of acquisition; therefore, it was an adjustment to the provisional amounts previously recognized.
On November 1, 2021, the Company purchased Brookdale Health Care Services' agencies from the recently formed home
health, hospice, and outpatient therapy venture between HCA Healthcare and Brookdale Senior Living. The Company's net
working capital adjustment was finalized during the twelve months ended December 31, 2022 for $3.1 million and recorded in accordance with ASC Topic 805, Business Combinations, as an increase to the consideration transferred. In addition, amounts due to government entities was reduced by $3.2 million to reflect payments made for prior years' hospice cap liability.

On May 1, 2022, the Company purchased the majority ownership of a home health agency from Archbold Medical Center,
which included two locations in Georgia for a total consideration for the acquisition of $3.7 million. On October 1, 2022, the Company purchased eight home health providers located in Georgia from Three Rivers Home Health Services, Inc. for a total consideration for the acquisition of $18.5 million. On November 1, 2022, the Company purchased the majority ownership of two home health agencies and one home and community-based agency located in Maryland from the University of Maryland Shore Regional Health, Inc. for a total consideration for the acquisition of $4.8 million. The purchase prices were determined based on the Company's analysis of comparable acquisitions and the target market's potential future cash flows.
Goodwill generated from the acquisitions was recognized based on the expected contributions of each acquisition to the overall corporate strategy. The Company expects its portion of goodwill to be fully tax deductible. The acquisitions were
accounted for under the acquisition method of accounting. Accordingly, the accompanying financial information includes the results of operations of the acquired entities from the date of acquisition.
Transaction costs associated with acquisitions are expensed as incurred. During the twelve months ended December 31, 2022, the Company incurred $0.2 million in acquisition-related transaction costs, which was recorded in the consolidated statements of income as general and administrative expenses.
The following table summarizes the amounts of the assets acquired and liabilities assumed at the acquisition dates, as well as their fair value at the acquisition dates and the noncontrolling interest acquired during the twelve months ended December 31, 2022 (amounts in thousands):
Consideration
Cash$23,552 
Fair value of total consideration transferred
Recognized amounts of identifiable assets acquired and liabilities assumed
Trade names$2,881 
Certificates of need/licenses2,148 
Non-compete agreements254 
Operating lease right of use asset17 
Accounts payable and other accrued liabilities(630)
Salaries, wages, and benefits payable(496)
Current operating lease payable(17)
Total identifiable assets and liabilities$4,157 
Noncontrolling interest1,788 
Goodwill, including noncontrolling interest of $1,266
$21,183 

Trade names, certificates of need and licenses are indefinite-lived assets and, therefore, not subject to amortization. Acquired trade names that are not being used actively are amortized over the estimated useful life on the straight line basis. Trade names are valued using the relief from royalty method, a form of the income approach. Certificates of need are valued using the replacement cost approach based on registration fees and opportunity costs. Licenses are valued based on the estimated direct costs associated with recreating the asset, including opportunity costs based on an income approach. In the case of states with a moratorium in place, the licenses are valued using the multi-period excess earnings method. Noncontrolling interest is recorded at fair value.
2022 Joint Venture Activities
During the twelve months ended December 31, 2022, the Company purchased additional controlling membership interests in four of our equity joint venture partnerships, whereby the agencies became wholly-owned subsidiaries of the Company. The total consideration for these additional controlling interest purchases was $1.9 million. The transactions were accounted for as equity transactions.
During the twelve months ended December 31, 2022, the Company sold noncontrolling membership interests in five home health agencies. The total consideration of the sales of noncontrolling membership interest was $5.2 million. The transactions were accounted for as equity transactions.
2021 Acquisitions
On July 1, 2021, the Company purchased Heart n' Home Hospice for $50.1 million, which included seven wholly-owned hospice locations in Idaho and two wholly-owned hospice locations in Oregon. In addition, the Company purchased Casa de la Luz on July 1, 2021 for $48.0 million, which included two wholly-owned hospice and palliative care locations in Arizona.
On September 1, 2021, the Company purchased Heart of Hospice for $278.0 million, which included 24 wholly-owned hospice locations in Arkansas, Louisiana, Mississippi, Oklahoma, and South Carolina.
On November 1, 2021, the Company purchased Brookdale Health Care Services' agencies from the recently formed home health, hospice, and outpatient therapy venture between HCA Healthcare and Brookdale Senior Living, Inc. The wholly-owned purchased agencies included 23 home health locations, 11 hospice locations, and 13 main therapy agencies across 22
states. Total consideration for this acquisition was $197.0 million, of which $178.8 million was paid in cash, net of working capital adjustments.
In separate acquisitions, the Company acquired the majority-ownership of four home health agencies, three hospice agencies, and one home and community-based agency during the twelve months ended December 31, 2021 for an aggregate purchase price $17.8 million. The purchase prices were determined based on the Company's analysis of comparable acquisitions and the target market's potential future cash flows.
Transaction costs associated with acquisitions are expensed as incurred. During the twelve months ended December 31, 2021, the Company incurred $9.1 million in acquisition-related transaction costs, which was recorded in the consolidated statements of income as general and administrative expenses.
2021 Divestitures
During the twelve months ended December 31, 2021, the Company sold its controlling membership interests in a home health agency previously operated as an equity joint venture and sold its pharmacy location, which was wholly-owned. The total consideration for these controlling interest sales was $1.5 million and resulted in a loss of $0.1 million, which was accounted for as a loss on the sale of entities and recorded in general and administrative expenses.
2021 Joint Venture Activities
During the twelve months ended December 31, 2021, the Company purchased additional controlling membership interests in four of our equity joint venture partnerships, whereby the agencies became wholly-owned subsidiaries of the Company. The total consideration for these additional controlling interest purchases was $2.1 million. The transactions were accounted for as equity transactions.
During the twelve months ended December 31, 2021, the Company sold noncontrolling membership interests in two home health agencies. The total consideration of the sales of noncontrolling membership interest was $1.9 million. The transactions were accounted for as equity transactions.