8.Acquisitions

CHS-JV Acquisition

The acquisition of CHS-JV closed on the Company’s first day of fiscal 2017. As a result, the Company’s first quarter ended March 31, 2017 included a full quarter of revenues, operating income and deal and transaction costs of approximately $49.6 million, $9.3 million and $2.4 million, respectively. Comparable unaudited pro forma first quarter CHS-JV operating results for 2016 totaled revenue and operating income of $49.1 million and $2.4 million, respectively. Unaudited pro forma information is for illustrative purposes only and may not be indicative of the results of operations that would have actually occurred if the transaction described had been completed as of the beginning of 2016. In addition, future results may vary from the results reflected in such information.

The following table summarizes the preliminary estimates of fair values of the assets acquired and liabilities assumed in the CHS-JV acquisition:


	Purchase
	Price Allocation
Accounts receivable, net	$	21,020
Prepaids and other assets		705
Property, plant & equipment		3,323
Goodwill		122,382
Intangibles		28,300
Assets acquired		175,730
Liabilities assumed		(14,759)
Non-controlling interest		(32,042)
Net assets acquired	$	128,929

Goodwill arising from the CHS-JV transaction is based upon expected contributions to the overall corporate strategy in addition to synergies and acquired workforce, which are not separable from goodwill. Revenues and goodwill associated with this transaction are assigned to the Home Health and Other Home-Based Services segments. Amortizable goodwill and intangibles acquired in the CHS-JV acquisition are expected to be tax deductible.

Other Acquisitions

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 OHBS segment. No accounts receivable were acquired.

On January 5, 2016, the Company acquired 100% of the equity of Long Term Solutions, Inc. (“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% of LTS’s 2016 revenue was from two customers. LTS’s post-acquisition operating results are reported in the Company’s HCI business segment.

On January 5, 2016, the Company purchased the assets of a Medicare-certified home health agency owned by Bayonne Visiting Nurse Association (“Bayonne”) located in New Jersey. The purchase price was $4.1 million. Bayonne’s post-acquisition operating results are reported in the Company’s HH segment.