XML 45 R30.htm IDEA: XBRL DOCUMENT v3.20.4

Business Combinations (Tables)

12 Months Ended

Dec. 31, 2020

Business Combinations [Abstract]

Schedule of Assets Acquired and Liabilities Assumed at the Acquisition Date

The fair value of the assets acquired at the acquisition date were as follows (in millions):

Property and equipment			$	0.1
Identifiable intangible assets:
Noncompete agreements (useful lives of 2 to 3 years)			0.7
Trade name (useful life of 20 years)			0.9
Goodwill			9.2
Total assets acquired			$	10.9

The fair value of the assets acquired at the acquisition date were as follows (in millions):

Identifiable intangible assets:
Licenses (useful lives of 10 years)			$	0.1
Goodwill			1.0
Total assets acquired			$	1.1

The fair value of the assets acquired and liabilities assumed at the acquisition date were as follows (in millions):

Identifiable intangible assets:
Noncompete agreement (useful life of 2 years)			$	0.1
Trade name (useful life of 20 years)			0.4
Goodwill			4.8
Total assets acquired			5.3
Total liabilities assumed			0.2
Net assets acquired			$	5.1

The fair value of the assets acquired and liabilities assumed at the acquisition date were as follows (in millions):

Accounts receivable			$	10.2
Prepaid expenses and other current assets			1.7
Property and equipment, net			0.7
Identifiable intangible assets:
Noncompete agreements (useful lives of 5 years)			1.0
Trade name (useful life of 6 months)			1.0
Certificates of need (useful lives of 10 years)			34.3
Licenses (useful lives of 10 years)			14.6
Internal-use software (useful lives of 3 years)			0.1
Goodwill			163.9
Other long-term assets			5.0
Total assets acquired			232.5
Liabilities assumed:
Current portion of long-term debt			0.3
Accounts payable			1.2
Accrued payroll			8.1
Other current liabilities			2.0
Long-term operating lease liabilities			3.1
Total liabilities assumed			14.7
Net assets acquired			$	217.8

The fair value of the assets acquired and liabilities assumed at the acquisition date were as follows (in millions):

Operating lease right-of-use assets			$	0.2
Identifiable intangible asset:
Noncompete agreements (useful lives of 5 years)			0.2
Certificates of need (useful lives of 10 years)			2.0
License (useful life of 10 years)			0.8
Goodwill			10.8
Total assets acquired			14.0
Liabilities assumed:
Current operating lease liabilities			0.1
Accrued payroll			0.1
Long-term lease liabilities			0.1
Total liabilities assumed			0.3
Net assets acquired			$	13.7

The fair value of the assets acquired and liabilities assumed at the acquisition date were as follows (in millions):

Property and equipment			$	0.1
Identifiable intangible assets:
Noncompete agreements (useful lives of 2 to 3 years)			1.4
Trade names (useful lives of 20 years)			2.3
Certificates of need (useful lives of 20 years)			12.5
Goodwill			23.2
Total assets acquired			39.5
Total liabilities assumed			0.2
Net assets acquired			$	39.3

The fair value of the assets acquired and liabilities assumed at the acquisition date were as follows (in millions):

Cash and cash equivalents			$	1.3
Prepaid expenses and other current assets			0.3
Property and equipment, net			0.6
Identifiable intangible assets:
Noncompete agreements (useful lives of 5 years)			0.5
Trade name (useful life of 1 year)			1.4
Certificates of need (useful lives of 10 years)			16.6
Licenses (useful lives of 10 years)			21.6
Goodwill			96.1
Total assets acquired			138.4
Liabilities assumed:
Accounts payable			1.7
Accrued payroll			4.0
Total liabilities assumed			5.7
Net assets acquired			$	132.7

The fair value of the assets acquired and liabilities assumed at the acquisition date were as follows (in millions):

Total current assets			$	0.1
Identifiable intangible asset:
Noncompete agreements (useful lives of 5 years)			0.2
Certificates of need (useful lives of 10 years)			2.5
Licenses (useful lives of 10 years)			1.5
Goodwill			8.9
Total assets acquired			13.2
Total liabilities assumed			0.1
Net assets acquired			$	13.1

Schedule of Noncash or Part Noncash Acquisitions

Information regarding the net cash paid for the inpatient rehabilitation acquisitions during 2020 is as follows (in millions):

Fair value of assets acquired			$	1.7
Goodwill			9.2
Fair value of noncontrolling interest owned by joint venture partner			(10.9)
Net cash paid for acquisitions			$	—

Information regarding the net cash paid for the home health and hospice acquisitions during 2020 is as follows (in millions):

Fair value of assets acquired			$	0.1
Goodwill			1.0
Net cash paid for acquisitions			$	1.1

Information regarding the net cash paid for the inpatient rehabilitation acquisitions during 2019 is as follows (in millions):

Fair value of assets acquired			$	0.5
Goodwill			4.8
Fair value of liabilities assumed			(0.2)
Fair value of noncontrolling interest owned by joint venture partner			(5.1)
Net cash paid for acquisitions			$	—

Information regarding the net cash paid for Alacare is as follows (in millions):

Fair value of assets acquired			$	68.6
Goodwill			163.9
Fair value of liabilities assumed			(14.7)
Net cash paid for acquisition			$	217.8

Information regarding the net cash paid for the home health acquisitions during 2019 is as follows (in millions):

Fair value of assets acquired			$	3.2
Goodwill			10.8
Fair value of liabilities assumed			(0.3)
Net cash paid for acquisitions			$	13.7

Information regarding the net cash paid for all inpatient rehabilitation acquisitions during 2018 is as follows (in millions):

Fair value of assets acquired			$	16.3
Goodwill			23.2
Fair value of liabilities assumed			(0.2)
Fair value of noncontrolling interest owned by joint venture partner			(39.3)
Net cash paid for acquisitions			$	—

Information regarding the net cash paid for Camellia is as follows (in millions):

Fair value of assets acquired, net of $1.3 million of cash acquired			$	41.0
Goodwill			96.1
Fair value of liabilities assumed			(5.7)
Net cash paid for acquisition			$	131.4

Information regarding the net cash paid for home health and hospice acquisitions during 2018 is as follows (in millions):

Fair value of assets acquired			$	4.3
Goodwill			8.9
Fair value of liabilities assumed			(0.1)
Fair value of noncontrolling interest owned by joint venture partner			(0.6)
Net cash paid for acquisitions			$	12.5

Summary of Actual and Pro Forma Results of Operations for Acquisitions

The following table summarizes the results of operations of the above mentioned acquisitions from their respective dates of acquisition included in our consolidated results of operations and the unaudited pro forma results of operations of the combined entity had the date of the acquisitions been January 1, 2019 (in millions):

			Net Operating Revenues						Net Income Attributable to Encompass Health
Acquired entities only: Actual from acquisition date to December 31, 2020
Inpatient Rehabilitation			$	—					$	—
Home Health and Hospice			1.5						—
Combined entity: Supplemental pro forma from 01/01/2020-12/31/2020 (unaudited)			4,650.3						284.8
Combined entity: Supplemental pro forma from 01/01/2019-12/31/2019 (unaudited)			4,626.0						360.8

The following table summarizes the results of operations of the above mentioned acquisitions from their respective dates of acquisition included in our consolidated results of operations and the unaudited pro forma results of operations of the combined entity had the date of the acquisitions been January 1, 2018 (in millions):

			Net Operating Revenues						Net (Loss) Income Attributable to Encompass Health
Acquired entities only: Actual from acquisition date to December 31, 2019
Inpatient Rehabilitation			$	4.4					$	(1.3)
Alacare			58.5						1.6
All Other Home Health and Hospice			6.5						(1.5)
Combined entity: Supplemental pro forma from 01/01/2019-12/31/2019 (unaudited)			4,674.6						364.3
Combined entity: Supplemental pro forma from 01/01/2018-12/31/2018 (unaudited)			4,415.9						301.8

The following table summarizes the results of operations of the above mentioned acquisitions from their respective dates of acquisition included in our consolidated results of operations and the unaudited pro forma results of operations of the combined entity had the date of the acquisitions been January 1, 2017 (in millions):

			Net Operating Revenues						Net (Loss) Income Attributable to Encompass Health
Acquired entities only: Actual from acquisition date to December 31, 2018
Inpatient Rehabilitation			$	9.1					$	(1.6)
Camellia			50.0						(0.9)
All Other Home Health and Hospice			3.5						(0.3)
Combined entity: Supplemental pro forma from 01/01/2018-12/31/2018 (unaudited)			4,337.4						300.0
Combined entity: Supplemental pro forma from 01/01/2017-12/31/2017 (unaudited)			4,039.9						289.0

X

- Definition

Tabular disclosure of pro forma results of operations for a material business acquisition or series of individually immaterial business acquisitions that are material in the aggregate.

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 10
-Section 50
-Paragraph 2
-Subparagraph (h)(2)
-URI http://asc.fasb.org/extlink&oid=79982066&loc=d3e1392-128463

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 10
-Section 50
-Paragraph 2
-Subparagraph (h)(3)
-URI http://asc.fasb.org/extlink&oid=79982066&loc=d3e1392-128463

+ Details

Name:	us-gaap_BusinessAcquisitionProFormaInformationTextBlock
Namespace Prefix:	us-gaap_
Data Type:	nonnum:textBlockItemType
Balance Type:	na
Period Type:	duration

X

- References

No definition available.

+ Details

Name:	us-gaap_BusinessCombinationsAbstract
Namespace Prefix:	us-gaap_
Data Type:	xbrli:stringItemType
Balance Type:	na
Period Type:	duration

X

- Definition

Tabular disclosure of a material business combination completed during the period, including background, timing, and recognized assets and liabilities. This table does not include leveraged buyouts.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=79982066&loc=d3e1486-128463

Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 10
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=79982066&loc=d3e1392-128463

+ Details

Name:	us-gaap_ScheduleOfBusinessAcquisitionsByAcquisitionTextBlock
Namespace Prefix:	us-gaap_
Data Type:	nonnum:textBlockItemType
Balance Type:	na
Period Type:	duration

X

- Definition

Tabular disclosure of the amounts recognized as of the acquisition date for each major class of assets acquired and liabilities assumed. May include but not limited to the following: (a) acquired receivables; (b) contingencies recognized at the acquisition date; and (c) the fair value of noncontrolling interests in the acquiree.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 20
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=121647850&loc=d3e4845-128472

+ Details

Name:	us-gaap_ScheduleOfRecognizedIdentifiedAssetsAcquiredAndLiabilitiesAssumedTableTextBlock
Namespace Prefix:	us-gaap_
Data Type:	nonnum:textBlockItemType
Balance Type:	na
Period Type:	duration