NOTE 12 - ACQUISITIONS

The Company completed each of the following acquisitions in pursuit of its strategy for operational expansion in the eastern United States through an expanded service base and enhanced position in certain geographic areas. The purchase price of each acquisition was determined based on the Company’s analysis of comparable acquisitions, expected cash flows and arm’s length negotiation with the sellers. Each acquisition was included in the Company’s consolidated financial statements from the respective acquisition date.

Goodwill recognized from the acquisitions primarily relates to expected contributions of each entity to the overall corporate strategy in addition to synergies and acquired workforce, which are not separable from goodwill. Goodwill and other intangible assets generated in asset purchase transactions are expected to be amortizable for tax purposes on a straight-line basis over 15 years, unless otherwise noted. Goodwill and other intangible assets generated in stock purchase transactions are not amortizable, unless otherwise noted.

On November 5, 2015, the Company acquired the stock of Black Stone Operations, LLC (“Black Stone”). Black Stone is a provider of in-home personal care and skilled home health services in western Ohio and operates under the name “Home Care by Black Stone”. The purchase price of $40 million was funded through borrowings on the Company’s bank credit facility, seller notes and issuance of the Company’s common stock. Black Stone’s post acquisition operating results are reported in the Company’s VN and PC segments and Healthcare Innovations segment.

On August 29, 2015, the Company acquired 100% of the equity of Bracor, Inc. (dba “WillCare”). Willcare, based in Buffalo, NY, owned and operated VN and PC branch locations in New York (12) and Connecticut (1). The purchase price was approximately $50.8 million. The transaction was funded by borrowings under the Company’s bank credit facility. WillCare’s post acquisition operating results are reported in the Company’s VN and PC segments.

On July 22, 2015, the Company acquired 100% of the equity of Ingenios Health Co. (“Ingenios”) for approximately $11.4 million of the Company’s common stock plus $2 million in cash. Ingenios is a leading provider of technology enabled in-home clinical assessments for Medicare Advantage, Managed Medicaid and Commercial Exchange lives in seven states and Washington, D.C. The post acquisition operating results of Ingenios are reported in the Company’s Healthcare Innovations business segment.

On March 1, 2015, the Company acquired the stock of WillCare’s Ohio operations for $3.0 million.

The following table summarizes the preliminary fair value estimates as of the respective acquisition dates of the assets acquired and liabilities assumed for the Willcare, Ingenios and Black Stone acquisitions in 2015:


	Preliminary Purchase
	Price Allocation
Accounts receivable	$	13,039
Property, plant & equipment		4,654
Other assets		1,818
Goodwill		84,538
Other intangibles		10,810
Assets acquired		114,859
Liabilities assumed		(8,299)
Net assets acquired	$	106,560

On January 29, 2015, the Company acquired a noncontrolling interest in a development stage analytics and software company, NavHealth, Inc. (NavHealth). The investment is an asset of the Company’s Healthcare Innovations segment.

During 2014, the Company completed a small acquisition using cash on hand to expand existing VN segment operations.

On December 6, 2013, the Company acquired the stock of SunCrest. SunCrest and its subsidiaries owned and operated 66 Medicare-certified home health agencies and 9 private duty agencies in Florida, Tennessee, Georgia, Pennsylvania, Kentucky, Illinois, Indiana, Mississippi and Alabama. The total SunCrest purchase price for the stock was $76.6 million, subject to a working capital adjustment. The purchase price consisted of cash consideration of $75.1 million and a $1.5 million note payable, net of acquired cash balances of $2.2 million.

On October 4, 2013, the Company acquired 61.5% of Imperium for $5.8 million, of which $3.0 million was working capital for Imperium. Imperium is a development-stage enterprise that provides strategic health management services to ACOs. Substantially all of the purchase price was allocated to goodwill. The Company is party to a put and call arrangement with respect to the remaining 38.5% non-controlling interest in Imperium. The redemption value for both the put and the call arrangement is equal to fair value. Due to the existing put and call arrangements, the non-controlling interest is considered to be redeemable and is recorded on the balance sheet as a redeemable non-controlling interest outside of permanent equity. The redeemable non-controlling interest is recognized at the higher of 1) the accumulated earnings associated with the non-controlling interest or 2) the redemption value as of the balance sheet date.

On July 17, 2013, the Company acquired the assets of the Medicare-certified home agencies owned by IHCN. IHCN operated six home health agencies primarily in northern Indiana for a total purchase price of $12.5 million consisting of cash and $0.5 million of Almost Family, Inc. common stock. A preliminary allocation of purchase price resulted primarily in the allocation of $9.9 million to goodwill, $1.8 million to identified intangibles with the remainder primarily due to property plant and equipment and accounts receivable.