Note 4 - Acquisition

12 Months Ended

Dec. 31, 2025

Notes to Financial Statements

Business Combination [Text Block]

4. Acquisitions

The Company’s acquisitions have been accounted for in accordance with ASC Topic 805, Business Combinations, and the resulting goodwill and other intangible assets were accounted for under ASC Topic 350, Goodwill and Other Intangible Assets. Under business combination accounting, the assets and liabilities are generally recognized at their fair values and the difference between the consideration transferred, excluding transaction costs, and the fair values of the assets and liabilities is recognized as goodwill. The results of each business acquisition are included on the Consolidated Statements of Income from the date of the acquisition.

Management’s assessment of qualitative factors affecting goodwill for each acquisition includes estimates of market share at the date of purchase, ability to grow in the market, synergy with existing Company operations and the payor profile in the markets.

Helping Hands Acquisition

On August 1, 2025, the Company completed the acquisition of Helping Hands Home Care Service, Inc., a Pennsylvania corporation (the “Helping Hands Acquisition”), for approximately $21.4 million. The purchase was funded through the Company’s revolving credit facility and available cash. With the Helping Hands Acquisition, the Company expanded its services within its personal care segment and entered the hospice markets in Pennsylvania. The related acquisition and integration costs were $0.9 million and $0.3 million for the twelve months ended December 31, 2025, respectively. These costs were included in general and administrative expenses on the Consolidated Statements of Income and were expensed as incurred.

	Total (Amounts in Thousands)
Goodwill	$	19,022
Identifiable intangible assets		1,150
Cash		584
Accounts receivable		1,365
Property and equipment		19
Operating lease assets, net		282
Other current assets		45
Accounts payable		(98	)
Accrued payroll		(697	)
Operating lease liabilities, total		(257	)
Total purchase price	$	21,415

Identifiable intangible assets acquired included $1.2 million of definite-lived state licenses. The preliminary estimated fair value of identifiable intangible assets was determined with the assistance of a valuation specialist, using Level 3 inputs as defined under ASC Topic 820. The fair value analysis and related valuations reflect the conclusions of management. All estimates, key assumptions, and forecasts were either provided by or reviewed by the Company. The goodwill and intangible assets acquired are deductible for tax purposes.

The Helpings Hands Acquisition accounted for $7.2 million of net service revenues and $0.8 million of operating income for the year ended December 31, 2025.

Gentiva Acquisition

On December 2, 2024, the Company completed the Gentiva Acquisition. The purchase price was approximately $353.6 million and is subject to the completion of working capital and related adjustments. In 2025, the Company received $2.9 million in proceeds for purchase price adjustments. The purchase was funded with the combination of a $233.0 million draw on the Company’s revolving credit facility and a portion of the net proceeds of the Public Offering. With the Gentiva Acquisition, the Company expanded its services within its personal care services segment in Arizona, Arkansas, California and North Carolina, and entered the market in Missouri and Texas. The home health segment also was expanded in Tennessee. The related acquisition and integration costs were $10.8 million and $1.0 million, respectively, for the year ended December 31, 2024. These costs are included in general and administrative expenses on the Consolidated Statements of Income and were expensed as incurred.

Based upon management’s valuations, the fair values of the assets and liabilities acquired are as follows:

	Total (Amounts in Thousands)
Goodwill	$	309,898
Identifiable intangible assets		28,600
Cash		19
Accounts receivable		24,715
Property and equipment		1,112
Operating lease assets, net		6,838
Other current assets		71
Accounts payable		(1,555	)
Accrued payroll		(5,648	)
Operating lease liabilities, total		(6,386	)
Deferred tax liabilities, net		(4,099	)
Total purchase price	$	353,565

Identifiable intangible assets acquired included $4.9 million in a trade name, $23.0 million of definite-lived state licenses and $0.7 million of indefinite-lived state licenses. The preliminary estimated fair value of identifiable intangible assets was determined with the assistance of a valuation specialist, using Level 3 inputs as defined under ASC Topic 820. The fair value analysis and related valuations reflect the conclusions of management. All estimates, key assumptions, and forecasts were either provided by or reviewed by the Company. The goodwill and intangible assets acquired are deductible for tax purposes.

The Gentiva Acquisition accounted for $22.6 million of net service revenues and $3.1 million of operating income for the year ended December 31, 2024.

Tennessee Quality Care

On August 1, 2023, the Company completed the acquisition of Tennessee Quality Care. The purchase price was approximately $111.2 million, including the amount of acquired excess cash held by Tennessee Quality Care at the closing of the acquisition (approximately $2.4 million), and is subject to the completion of working capital and related adjustments. The Tennessee Quality Care acquisition was funded with a combination of a $110.0 million draw on the Company’s revolving credit facility and available cash. With the purchase of Tennessee Quality Care, the Company expanded its services within its hospice and home health segments to Tennessee. The related acquisition and integration costs were $2.1 million and $1.0 million, respectively, for the year ended December 31, 2023. These costs are included in general and administrative expenses on the Consolidated Statements of Income and were expensed as incurred.

Based upon management’s valuations, the fair values of the assets and liabilities acquired are as follows:

	Total (Amounts in Thousands)
Goodwill	$	79,346
Identifiable intangible assets		26,740
Cash		2,357
Accounts receivable		5,940
Property and equipment		307
Operating lease assets, net		194
Other assets		200
Accrued expenses		(1,407	)
Accrued payroll		(2,368	)
Long-term operating lease liabilities		(80	)
Total purchase price	$	111,229

Identifiable intangible assets acquired included $7.5 million in a trade name and $19.2 million of indefinite-lived state licenses. The preliminary estimated fair value of identifiable intangible assets was determined with the assistance of a valuation specialist, using Level 3 inputs as defined under ASC Topic 820. The fair value analysis and related valuations reflect the conclusions of management. All estimates, key assumptions, and forecasts were either provided by or reviewed by the Company. The goodwill and intangible assets acquired are deductible for tax purposes.

The Tennessee Quality Care acquisition accounted for $16.3 million of net service revenues and $3.0 million of operating income for the year ended December 31, 2023.

Other Acquisitions

On  October 1, 2025, we completed our acquisition of the assets of Gold Horses, LLC for approximately $7.4 million (the “Gold Horses Acquisition”) with funding provided by available cash. With the Gold Horses Acquisition, the Company expanded its personal care segment in Texas and recognized goodwill in its personal care segment of $7.4 million.

On March 1, 2025, we completed our acquisition of the assets of Great Lakes Home Care Unlimited, LLC for $2.6 million (the “Great Lakes Acquisition”) with funding provided by available cash. With the Great Lakes Acquisition, the Company expanded its personal care segment in Michigan and recognized goodwill in its personal care segment of $2.6 million.

On January 1, 2025, we completed our acquisition of our Jacksonville affiliate for approximately $0.8 million (the “Jacksonville Acquisition”), with funding provided by available cash. With the Jacksonville Acquisition, the Company expanded its personal care segment in Florida and recorded goodwill of $0.8 million.

On March 9, 2024, we completed our acquisition of the operations of Upstate (“Upstate”)  for $0.4 million, with funding provided by available cash. With the purchase of Upstate, the Company expanded its personal care services segment in South Carolina.

On January 1, 2023, we completed the acquisition of CareStaff for approximately $1.0 million, with funding provided by available cash. With the purchase of CareStaff, the Company expanded its personal care services segment in Florida and recorded goodwill of $0.6 million.

For the year ended December 31, 2025, the following table contains unaudited pro forma Consolidated Income Statement information of the Company as if the Helping Hands Acquisition closed on January 1, 2024. For the year ended December 31, 2024, the following table contains unaudited pro forma Consolidated Income Statement information of the Company as if the Gentiva Acquisition closed on January 1, 2023. For the year ended December 31, 2023, the following table contains unaudited pro forma Consolidated Income Statement information of the Company as if the acquisition of Tennessee Quality Care closed on January 1, 2022. 

	For the Years Ended December 31, (Amounts in Thousands, Unaudited)
	2025		2024		2023
Net service revenues	$	1,433,474	$	1,427,474	$	1,363,545
Operating income from continuing operations		139,646		140,291		129,103
Net income from continuing operations		96,894		104,334		90,340
Net income per common share
Basic income per share	$	5.37	$	6.14	$	5.65
Diluted income per share	$	5.27	$	6.00	$	5.54

The pro forma disclosures in the table above include adjustments for amortization of intangible assets, tax expense and acquisition costs to reflect results that are more representative of the combined results of the transactions. This pro forma information is presented for illustrative purposes only and may not be indicative of the results of operations that would have actually occurred. In addition, future results may vary significantly from the results reflected in the pro forma information. The unaudited pro forma financial information does not reflect the impact of future events that may occur after the acquisition, such as anticipated cost savings from operating synergies.