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Acquisitions | 6 Months Ended
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Jun. 30, 2021
Business Combinations [Abstract] |
Acquisitions | 4. Acquisitions The Company’s acquisitions have been accounted for in accordance with ASC Topic 805, Business Combinations, and the resulting goodwill and other intangible assets were accounted for under ASC Topic 350, Goodwill and Other Intangible Assets. Under business combination accounting, the assets and liabilities are generally recognized at their fair values and the difference between the consideration transferred, excluding transaction costs, and the fair values of the assets and liabilities is recognized as goodwill. The results of each business acquisition are included on the Unaudited Condensed Consolidated Statements of Income from the date of the acquisition. Management’s assessment of qualitative factors affecting goodwill for each acquisition includes estimates of market share at the date of purchase, ability to grow in the market, synergy with existing Company operations and the payor profile in the markets. Queen City Hospice On December 4, 2020, we completed the acquisition of Queen City Hospice, LLC and its affiliate Miracle City Hospice, LLC (together “Queen City Hospice”). The purchase price was approximately $194.8 million, including the amount of acquired excess cash held by Queen City Hospice at the closing of the acquisition (approximately $15.4 million). The purchase of Queen City Hospice was funded with the Company’s revolving credit facility and available cash. With the purchase of Queen City Hospice, the Company expanded its hospice services in the state of Ohio. The related integration costs were $0.8 million and $1.7 million for the three and six months ended June 30, 2021, respectively. These costs were included in general and administrative expenses on the Unaudited Condensed Consolidated Statements of Income and were expensed as incurred. Based upon management’s valuations, which are preliminary and subject to completion of working capital adjustments, the fair values of the assets and liabilities acquired are as follows:
|  | Total (Amounts in Thousands) |
Goodwill |  | $ | 169,356 |
Identifiable intangible assets |  |  | 20,015 |
Cash |  |  | 15,444 |
Property and equipment |  |  | 759 |
Accounts receivable |  |  | 5,835 |
Operating lease assets, net |  |  | 3,028 |
Other assets |  |  | 94 |
Accounts payable |  |  | (2,257 | )
Accrued expenses |  |  | (503 | )
Accrued payroll |  |  | (1,555 | )
Long-term operating lease liabilities |  |  | (2,765 | )
Government stimulus advances |  |  | (12,694 | )
Total purchase price |  | $ | 194,757 |
Identifiable intangible assets acquired included $11.0 million in trade names and $1.5 million of non-competition agreements with estimated useful lives of fifteen years and five years, respectively, and $7.5 million of indefinite lived state licenses. The preliminary estimated fair value of identifiable intangible assets was determined with the assistance of a valuation specialist, using Level 3 inputs as defined under ASC Topic 820. The fair value analysis and related valuations reflect the conclusions of management. All estimates, key assumptions, and forecasts were either provided by or reviewed by the Company. The goodwill and intangible assets acquired are deductible for tax purposes. County Homemakers On November 1, 2020, we completed the acquisition of County Homemakers. The purchase price was approximately $15.8 million, including the amount of acquired excess cash held by County Homemakers at the closing of the acquisition (approximately $1.1 million). The purchase of County Homemakers was funded with the Company’s available cash. With the purchase of County Homemakers, the Company expanded its personal care services in the state of Pennsylvania. The related integration costs were $0.2 million for the six months ended June 30, 2021. These costs were included in general and administrative expenses on the Unaudited Condensed Consolidated Statements of Income and were expensed as incurred. Based upon management’s valuations, which are preliminary and subject to completion of working capital adjustments, the fair values of the assets and liabilities acquired are as follows:
|  | Total (Amounts in Thousands) |
Goodwill |  | $ | 13,457 |
Identifiable intangible assets |  |  | 474 |
Cash |  |  | 1,104 |
Property and equipment |  |  | 52 |
Accounts receivable |  |  | 1,396 |
Operating lease assets, net |  |  | 485 |
Other assets |  |  | 40 |
Accounts payable |  |  | (122 | )
Accrued expenses |  |  | (37 | )
Accrued payroll |  |  | (543 | )
Long-term operating lease liabilities |  |  | (485 | )
Total purchase price |  | $ | 15,821 |
Identifiable intangible assets acquired included approximately $0.3 million in state licenses and $0.1 million in trade names with estimated useful lives of eight years and one year, respectively. The preliminary estimated fair value of identifiable intangible assets was determined with the assistance of a valuation specialist, using Level 3 inputs as defined under ASC Topic 820. The fair value analysis and related valuations reflect the conclusions of management. All estimates, key assumptions, and forecasts were either provided by or reviewed by the Company. The goodwill and intangible assets acquired are deductible for tax purposes. A Plus Health Care On July 1, 2020, we completed the acquisition of A Plus Health Care, Inc. (“A Plus”). The purchase price was approximately $14.5 million, including the amount of acquired excess cash held by A Plus at the closing of the acquisition (approximately $2.8 million). The purchase of A Plus was funded with the Company’s available cash. With the purchase of A Plus, the Company expanded its personal care services in the state of Montana. The related integration costs were $0.1 million for the six months ended June 30, 2021. These costs were included in general and administrative expenses on the Unaudited Condensed Consolidated Statements of Income and were expensed as incurred. Based upon management’s final valuations, the fair values of the assets and liabilities acquired are as follows:
|  | Total (Amounts in Thousands) |
Goodwill |  | $ | 9,732 |
Identifiable intangible assets |  |  | 1,523 |
Cash |  |  | 2,819 |
Accounts receivable |  |  | 1,009 |
Operating lease assets, net |  |  | 180 |
Other assets |  |  | 26 |
Accounts payable |  |  | (34 | )
Accrued expenses |  |  | (353 | )
Accrued payroll |  |  | (275 | )
Long-term operating lease liabilities |  |  | (100 | )
Total purchase price |  | $ | 14,527 |
Identifiable intangible assets acquired included $1.4 million in trade names with an estimated useful life of fifteen years. The estimated fair value of identifiable intangible assets was determined with the assistance of a valuation specialist, using Level 3 inputs as defined under ASC Topic 820. The fair value analysis and related valuations reflect the conclusions of management. All estimates, key assumptions, and forecasts were either provided by or reviewed by the Company. The goodwill and intangible assets acquired are deductible for tax purposes. SunLife Home Care On December 1, 2020, we completed the acquisition of SunLife Home Care (“SunLife”) for approximately $1.7 million and recorded goodwill of $1.6 million. With the purchase of SunLife, we expanded our personal care services in the state of Arizona. Goodwill generated from the acquisition is primarily attributable to expected synergies with existing Company operations and the goodwill acquired is deductible for tax purposes. The following table contains unaudited pro forma condensed consolidated income statement information of the Company for the three and six months ended June 30, 2020 as if each of the acquisitions of Queen City Hospice, County Homemakers and A Plus closed on January 1, 2020.
|  | For the Three Months Ended June 30, 2020 (Amounts in Thousands) |  |  | For the Six Months Ended June 30, 2020 (Amounts in Thousands) |
Net service revenues |  | $ | 203,465 |  |  | $ | 412,434 |
Operating income |  |  | 11,344 |  |  |  | 23,941 |
Net income |  |  | 8,354 |  |  |  | 18,661 |
Net income per common share |  |  |  |  |  |  |  |
Basic income per share |  | $ | 0.54 |  |  | $ | 1.20 |
Diluted income per share |  | $ | 0.52 |  |  | $ | 1.17 |
The pro forma disclosures in the table above include adjustments for amortization of intangible assets, tax expense and acquisition costs to reflect results that are more representative of the combined results of the transactions as if Queen City Hospice, County Homemakers and A Plus had been acquired effective January 1, 2020. This pro forma information is presented for illustrative purposes only and may not be indicative of the results of operations that would have actually occurred. In addition, future results may vary significantly from the results reflected in the pro forma information. The unaudited pro forma financial information does not reflect the impact of future events that may occur after the acquisition, such as anticipated cost savings from operating synergies.

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- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI http://asc.fasb.org/topic&trid=2303972 + Details
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