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Business Combinations
9 Months Ended
Jun. 30, 2017
Business Combinations [Abstract]  
Business Combinations
6. Business Combinations

The operating results of the businesses acquired are included in the consolidated statements of operations from the date of acquisition. The Company accounted for the acquisitions under the acquisition method and, as a result, the purchase price was allocated to the assets acquired and liabilities assumed based upon their respective fair values. The excess of the purchase price over the estimated fair value of net tangible assets was allocated to specifically identified intangible assets, with the residual being allocated to goodwill.
Fiscal 2017 Acquisitions
During the nine months ended June 30, 2017, the Company acquired the assets of eight companies complementary to its business for a total cash consideration of $42.5 million.
Loma Linda Management Company, Inc. ("Loma Linda"). On January 31, 2017, the Company acquired the assets of Loma Linda for $2.7 million. Loma Linda is located in California and provides adult day health and community integration services to individuals with developmental disabilities and other special needs. The Company acquired $2.2 million of identified intangible assets which included approximately $1.7 million of agency contracts with a weighted average useful life of 12 years. The estimated fair values of the intangible assets acquired at the date of acquisition were determined based on a preliminary valuation that has yet to be finalized. As a result of the acquisition, the Company recorded $0.5 million of goodwill in the I/DD segment, which is expected to be deductible for tax purposes.
Rainbow Adult Day Health ("Rainbow ADH"). On March 1, 2017, the Company acquired the assets of Rainbow ADH for $24.6 million. Rainbow ADH is located in Maryland and provides adult day health services. The Company acquired $13.3 million of identified intangible assets which included $11.3 million of agency contracts with a weighted average useful life of 12 years, $2.0 million of licenses and permits with a weighted average useful life of 10 years. In addition, the Company acquired total tangible assets of $1.5 million, consisting primarily of vehicles. The estimated fair values of the intangible assets acquired at the date of acquisition were determined based on a preliminary valuation that has yet to be finalized. As a result of this acquisition, the Company recorded $9.9 million of goodwill in the Corporate and other segment, which is expected to be deductible for tax purposes.
JLH Enterprises, Chippewa Valley, Inc ("JLH"). On June 1, 2017, the Company acquired the assets of JLH for $1.5 million. JLH is located in Wisconsin and is engaged in the business of providing residential services, supported living services, day program services and similar services to individuals with developmental disabilities and similar conditions. The Company acquired $1.3 million of identified intangible assets, all of which were agency contracts with a weighted average useful life of 12 years. The estimated fair values of the intangible assets acquired at the date of acquisition were determined based on a preliminary valuation that has yet to be finalized. As a result of this acquisition, the Company recorded $0.1 million of goodwill in the I/DD segment, which is expected to be deductible for tax purposes.
Mi Casa es Su Casa, Inc. ("Mi Casa"). On June 9, 2017, the Company acquired the assets of Mi Casa for $4.9 million. Mi Casa is located in New Jersey and provides adult day health services. The Company acquired $3.0 million of identified intangible assets which included $2.5 million of agency contracts with a weighted average useful life of 12 years. The estimated fair values of the intangible assets acquired at the date of acquisition were determined based on a preliminary valuation that has yet to be finalized. As a result of this acquisition, the Company recorded $1.9 million of goodwill in the Corporate and other segment, which is expected to be deductible for tax purposes.
Harbor Rehabilitation, LLC ("Harbor Rehab"). On June 12, 2017, the Company acquired the assets of Harbor Rehab for $2.1 million. Harbor Rehab is located in Michigan and provides physical therapy, rehabilitation and related services to individuals with injuries or impairments. The Company acquired $1.6 million of identified intangible assets which included $1.1 million of agency contracts with a weighted average useful life of 12 years. The estimated fair values of the intangible assets acquired at the date of acquisition were determined based on a preliminary valuation that has yet to be finalized. As a result of this acquisition, the Company recorded $0.5 million of goodwill in the SRS segment, which is expected to be deductible for tax purposes.
Brockton and Stoughton Adult Medical Day Care Center, Inc. ("Brockton Stoughton ADH"). On June 26, 2017, the Company acquired the assets of Brockton Stoughton ADH for $6.3 million. Brockton Stoughton ADH is located in Massachusetts and provides adult day health services. The Company acquired $4.0 million of identified intangible assets which included $3.4 million of agency contracts with a weighted average useful life of 12 years. The estimated fair values of the intangible assets acquired at the date of acquisition were determined based on a preliminary valuation that has yet to be finalized. As a result of this acquisition, the Company recorded $2.1 million of goodwill in the Corporate and other segment, which is expected to be deductible for tax purposes.
Other Acquisitions. During fiscal 2017, the Company acquired the assets of Hope Homes, Inc. ("Hope Homes") and Res-Care Wisconsin, Inc. ("Res-Care"). Hope Homes provides residential and day program services for individuals with developmental disabilities in Ohio and Res-Care provides adult family home residential services to elderly individuals in Wisconsin. Both acquisitions are included in our I/DD segment. Total cash consideration for these companies was $0.4 million.
(in thousands)
Identifiable
Intangible Assets
 
Tangible Assets
 
Total Identifiable
Assets
 
Goodwill
 
Purchase Consideration
Loma Linda
$
2,225

 
$
33

 
$
2,258

 
$
483

 
$
2,741

Rainbow ADH
13,260

 
1,497

 
14,757

 
9,873

 
24,630

JLH
1,301

 
60

 
1,361

 
136

 
1,497

Mi Casa
2,960

 
59

 
3,019

 
1,921

 
4,940

Harbor Rehab
1,642

 
—

 
1,642

 
461

 
2,103

Brockton Stoughton ADH
4,000

 
195

 
4,195

 
2,055

 
6,250

Other acquisitions
246

 
99

 
345

 
7

 
352

Total
$
25,634

 
$
1,943

 
$
27,577

 
$
14,936

 
$
42,513



The Company has not disclosed revenue or income from operations from these acquisitions for the three and nine months ended June 30, 2017 because they are immaterial.

Fiscal 2017 Pro Forma Results of Operations

The following table reflects the unaudited pro forma results of operations for the three and nine months ended June 30, 2017  and 2016 assuming that the acquisitions made during the three and nine months ended June 30, 2017 and 2016 had occurred on October 1, 2015 and 2014, respectively.
(in thousands)
Three Months Ended
June 30,
 
Nine Months Ended
June 30,
 
2017
 
2016
 
2017
 
2016
Net revenue
$
375,285

 
$
363,971

 
$
1,113,093

 
$
1,089,813

Net income
7,685

 
5,897

 
19,198

 
11,611



The unaudited pro forma information is presented for informational purposes only and is not necessarily indicative of the actual results that would have been achieved had the acquisitions occurred as of October 1, 2015 and 2014, or the results that may be achieved in future periods.