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Goodwill and Intangible Assets
12 Months Ended
Dec. 31, 2023
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, 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

 

Additions for acquisitions

 

 

35,071

 

 

 

601

 

 

 

44,274

 

 

 

79,946

 

Adjustments to previously recorded goodwill

 

 

 

 

 

(13

)

 

 

225

 

 

 

212

 

Goodwill at December 31, 2023

 

$

432,799

 

 

$

153,276

 

 

$

76,920

 

 

$

662,995

 

 

In 2023, the Company recognized goodwill in the hospice and home health segments of $35.0 million and $44.3 million, respectively, related to the acquisition of Tennessee Quality Care and $0.6 million related to the acquisition of CareStaff in the personal care services segment. In connection with the acquisition of JourneyCare in 2022, the Company recognized goodwill in its hospice segment of $69.4 million and $8.9 million with the acquisition of Apple Home in 2022 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 2022 and 2023.

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 10.0% discount rate and long-term revenue growth rates that ranged from 3.5% to 5.8%. The Company did not record any impairment charges for the years ended December 31, 2023, 2022 or 2021.

The carrying amount and accumulated amortization of each identifiable intangible asset category consisted of the following at December 31, 2023 and 2022:

 

 

 

 

 

December 31, 2023

 

 

December 31, 2022

 

 

 

 

 

(Amounts in Thousands)

 

 

(Amounts in Thousands)

 

 

 

Estimated Useful Life

 

Gross carrying value

 

 

Accumulated amortization

 

 

Net carrying value

 

 

Gross carrying value

 

 

Accumulated amortization

 

 

Net carrying value

 

Customer and referral relationships

 

5-10 years

 

$

44,672

 

 

$

(39,566

)

 

$

5,106

 

 

$

44,672

 

 

$

(38,088

)

 

$

6,584

 

Trade names and trademarks

 

1-20 years

 

 

59,566

 

 

 

(23,857

)

 

 

35,709

 

 

 

52,046

 

 

 

(21,058

)

 

 

30,988

 

Non-competition agreement

 

3-5 years

 

 

6,785

 

 

 

(5,601

)

 

 

1,184

 

 

 

6,785

 

 

 

(4,785

)

 

 

2,000

 

State Licenses

 

6-10 years

 

 

12,671

 

 

 

(9,015

)

 

 

3,656

 

 

 

12,517

 

 

 

(7,009

)

 

 

5,508

 

State Licenses

 

Indefinite

 

 

46,328

 

 

 

 

 

 

46,328

 

 

 

27,108

 

 

 

 

 

 

27,108

 

Total intangible assets

 

 

 

$

170,022

 

 

$

(78,039

)

 

$

91,983

 

 

$

143,128

 

 

$

(70,940

)

 

$

72,188

 

 

During the year ended December 31, 2023, the Company acquired indefinite-lived state licenses and a trade name of $7.6 million and $2.1 million, respectively, in its hospice segment related to the acquisition of Tennessee Quality Care. The Company also acquired indefinite-lived state licenses and trade name of $11.6 million and $5.4 million, respectively, in its home health segment in connection with the Tennessee Quality Care acquisition.

 

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.

Amortization expense related to the identifiable intangible assets amounted to $7.1 million, $7.2 million and $8.5 million for the years ended December 31, 2023, 2022 and 2021, respectively.

The weighted average remaining useful life of identifiable intangible assets as of December 31, 2023 is 10.23 years.

The estimated future intangible amortization expense is as follows:

 

For the year ended December 31,

 

Total
(Amount in
Thousands)

 

2024

 

$

7,047

 

2025

 

 

5,424

 

2026

 

 

4,800

 

2027

 

 

4,178

 

2028

 

 

3,285

 

Thereafter

 

 

20,921

 

Total, intangible assets subject to amortization

 

$

45,655