NOTE 11 - 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.

During the third quarter of 2016, one of the Company’s HCI subsidiaries redeemed certain outstanding shares increasing the Company's ownership percentage to 72.0% from 61.5%.

On June 18, 2016, the Company acquired certain home health agency assets primarily in Wisconsin, but also in Connecticut and Kentucky (collectively, the Wisconsin acquisition). The purchase price was $6.1 million, funded through borrowings on the Company’s bank credit facility. The post-acquisition operating results of these agencies are primarily reported in the Company’s PC segment. No accounts receivable were acquired. Thus, accounts receivable need to accumulate to normal levels post close.

On January 5, 2016, the Company acquired 100% of the equity of LTS. LTS is a provider of in-home nursing assessments for the long-term care insurance industry. LTS provides assessments in all 50 U.S. states and a number of foreign countries. The purchase price of $37 million was funded through borrowings on the Company’s bank credit facility, seller notes and issuance of the Company’s common stock. The Company expects goodwill from this transaction to be deductible for tax purposes. Approximately 74.4% of LTS’s 2016 revenue was from two customers. LTS’s post acquisition operating results are reported in our Healthcare Innovations business segment.

On January 5, 2016, the Company purchased the assets of a Medicare-certified home health agency owned by Bayonne located in New Jersey. Bayonne’s post acquisition operating results are reported in our VN segment.

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. The Company expects goodwill from this transaction to be deductible for tax purposes. 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. 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 four 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.

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

The following table summarizes the fair value estimates as of the respective acquisition dates of the assets acquired and liabilities assumed for the WillCare (final), Ingenios (final) and Black Stone (final), LTS (preliminary), Bayonne (preliminary) and Wisconsin (preliminary) acquisitions:


	Purchase
	Price Allocation
Accounts receivable	$	13,478
Property, plant & equipment		2,947
Other assets		2,072
Goodwill		112,953
Other intangibles		31,460
Assets acquired		162,910
Liabilities assumed		(9,844)
Net assets acquired	$	153,066