XML 23 R11.htm IDEA: XBRL DOCUMENT v3.22.4
Goodwill and Intangible Assets
12 Months Ended
Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill and Intangible Assets

5. Goodwill and Intangible Assets

A summary of goodwill by segment and related adjustments is provided below:

 

 

 

Goodwill

 

 

 

Hospice

 

 

Personal Care

 

 

Home Health

 

 

Total

 

 

 

(Amounts In Thousands)

 

Goodwill at December 31, 2020

 

$

314,833

 

 

$

152,448

 

 

$

1,791

 

 

$

469,072

 

Additions for acquisitions

 

 

13,370

 

 

 

115

 

 

 

21,579

 

 

 

35,064

 

Adjustments to previously recorded goodwill

 

 

131

 

 

 

125

 

 

 

 

 

 

256

 

Goodwill at December 31, 2021

 

 

328,334

 

 

 

152,688

 

 

 

23,370

 

 

 

504,392

 

Additions for acquisitions

 

 

69,446

 

 

 

 

 

 

8,910

 

 

 

78,356

 

Adjustments to previously recorded goodwill

 

 

(52

)

 

 

 

 

 

141

 

 

 

89

 

Goodwill at December 31, 2022

 

$

397,728

 

 

$

152,688

 

 

$

32,421

 

 

$

582,837

 

 

In 2022, the Company recognized goodwill in the hospice segment of $69.4 million related to the acquisition of JourneyCare and $8.9 million with the acquisition of Apple Home in the home health segment. In connection with the acquisition of Armada in 2021, the Company recognized goodwill in its hospice and home health segments of $13.4 million and $15.0 million, respectively, and $6.5 million with the acquisition of Summit in 2021 in our home health segment.

Goodwill adjustments to previously recorded goodwill are generally related to accounts receivable and accrued expenses based on the final valuations. See Note 3 to the Notes to Consolidated Financial Statements for additional information regarding the acquisitions made by the Company in 2021 and 2022.

The Company’s identifiable intangible assets consist of customer and referral relationships, trade names and trademarks, non-competition agreements and state licenses. Amortization is computed using straight-line and accelerated methods based upon the estimated useful lives of the respective assets, which range from one to twenty-five years. Customer and referral relationships are amortized systematically over the periods of expected economic benefit, which range from five to ten years.

Goodwill and certain state licenses are not amortized pursuant to ASC Topic 350. We test intangible assets with indefinite useful lives for impairment at the reporting unit level on an annual basis, as of October 1, or whenever potential impairment triggers occur, such as a significant change in business climate or regulatory changes that would indicate that an impairment may have occurred. The Company estimates the fair value of the reporting unit using both a discounted cash flow model as well as a market multiple model. The cash flow forecasts are adjusted by an appropriate discount rate based on the Company’s estimate of a market participant’s weighted-average cost of capital. These models are both based on the Company’s best estimate of future revenues and operating costs and are reconciled to the Company’s consolidated market capitalization, with consideration of the amount a potential acquirer would be required to pay, in the form of a control premium. The determination of fair value in the Company’s goodwill impairment analysis is based on an estimate of fair value for each reporting unit utilizing known and estimated inputs at the evaluation date. Some of those inputs include, but are not limited to, the most recent price of the Company’s common stock and fair value of long term debt, estimates of future revenue and expense growth, estimated market multiples, expected capital expenditures, income tax rates and cost of invested capital. Significant assumptions used in the analysis included a 9.5% discount rate and long-term revenue growth rates that ranged from 3.5% to 7.0%. For the fiscal year 2022 impairment test, the fair value of the reporting units exceeded their respective carrying values (commonly referred to as “headroom”) by at least 100% in the personal care segment, by 75% in the home health segment, and 67% in the hospice segment. The Company did not record any impairment charges for the years ended December 31, 2022, 2021 or 2020.

The carrying amount and accumulated amortization of each identifiable intangible asset category consisted of the following at December 31, 2022 and 2021:

 

 

 

Customer
and referral
relationships

 

 

Trade
names and
trademarks

 

 

Non-
competition
agreements

 

 

State Licenses

 

 

Total

 

 

 

(Amounts in Thousands)

 

Intangible assets with indefinite lives

 

$

 

 

$

 

 

$

 

 

$

27,108

 

 

$

27,108

 

Intangible assets subject to amortization:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross carrying amount

 

 

44,672

 

 

 

52,046

 

 

 

6,785

 

 

 

12,517

 

 

 

116,020

 

Accumulated amortization

 

 

(38,088

)

 

 

(21,058

)

 

 

(4,785

)

 

 

(7,009

)

 

 

(70,940

)

Intangible assets subject to amortization, net

 

 

6,584

 

 

 

30,988

 

 

 

2,000

 

 

 

5,508

 

 

 

45,080

 

Net balance at December 31, 2022

 

$

6,584

 

 

$

30,988

 

 

$

2,000

 

 

$

32,616

 

 

$

72,188

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Intangible assets with indefinite lives

 

$

 

 

$

 

 

$

 

 

$

21,124

 

 

$

21,124

 

Intangible assets subject to amortization:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross carrying amount

 

 

44,672

 

 

 

42,926

 

 

 

6,785

 

 

 

12,508

 

 

 

106,891

 

Accumulated amortization

 

 

(36,342

)

 

 

(18,494

)

 

 

(3,831

)

 

 

(5,027

)

 

 

(63,694

)

Intangible assets subject to amortization, net

 

 

8,330

 

 

 

24,432

 

 

 

2,954

 

 

 

7,481

 

 

 

43,197

 

Net balance at December 31, 2021

 

$

8,330

 

 

$

24,432

 

 

$

2,954

 

 

$

28,605

 

 

$

64,321

 

 

During the year ended December 31, 2022, the Company acquired indefinite-lived state licenses and trade names of $4.8 million and $9.0 million, respectively, related to the acquisition of JourneyCare. During the year ended December 31, 2022, the Company acquired indefinite lived state licenses and trade names of $1.2 million and $0.1 million, respectively, related to the acquisition of Apple Home.

 

During the year ended December 31, 2021, the Company acquired indefinite lived state licenses and non-competition agreements of $0.4 million and $0.6 million, respectively, related to the acquisition of Armada.

Amortization expense related to the identifiable intangible assets amounted to $7.2 million, $8.5 million and $7.1 million for the years ended December 31, 2022, 2021 and 2020, respectively.

The weighted average remaining useful life of identifiable intangible assets as of December 31, 2022 is 9.8 years.

The estimated future intangible amortization expense is as follows:

 

For the year ended December 31,

 

Total
(Amount in
Thousands)

 

2023

 

$

6,857

 

2024

 

 

6,534

 

2025

 

 

4,911

 

2026

 

 

4,287

 

2027

 

 

3,665

 

Thereafter

 

 

18,826

 

Total, intangible assets subject to amortization

 

$

45,080