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Acquisition and Divestiture | 9 Months Ended
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Sep. 30, 2024
Business Combinations [Abstract] |
Acquisition and Divestiture | 4. Acquisition and Divestiture Acquisition On June 8, 2024, the Company entered into a definitive stock and asset purchase agreement (the “Gentiva Purchase Agreement”) to acquire the personal care operations of Curo Health Services, LLC, a Delaware limited liability company which does business as Gentiva (“Gentiva”), consisting of equity interests and certain assets and liabilities, for a purchase price of approximately $350.0 million, payable in full in cash at the closing, subject to typical adjustments for working capital and other customary items (collectively, the “Gentiva Acquisition”). The acquired business operates in Arizona, Arkansas, California, Missouri, North Carolina, Tennessee and Texas, and serves approximately 16,000 patients. The Company expects to close this acquisition following completion of regulatory approvals and subject to customary closing conditions and fund it through the Company’s existing revolving credit facility and a portion of the net proceeds from the Public Offering. Divestiture On May 21, 2024, the Company entered into a definitive asset purchase agreement to sell all of the Company’s New York operations for a purchase price of up to $23.0 million in cash, subject to certain adjustments, including adjustments for future operating requirements (the “New York Asset Sale”). The Company entered into a consulting agreement with the purchaser on May 21, 2024, as the transfer of clients and caregivers and payment for assets pursuant to the New York Asset Sale is occurring over time as regulatory approvals are received, coordination of the transfer of clients and caregivers occurs, and the change of control takes place. In connection with this transaction, the Company will cease operations in New York. During the three and nine months ended September 30, 2024, the Company recorded $1.0 million and $1.7 million in consulting fees, respectively, and received a $4.6 million initial payment on the acquisition. The New York Asset Sale did not qualify as a discontinued operation because it did not represent a strategic shift that has or will have a major effect on the Company’s operation or financial results. As of May 21, 2024, the Company’s New York personal care operations met the criteria to be classified as held for sale. The carrying value does not exceed the fair market value and will result in a gain on divestiture once the transaction closes. See Note 14 to the Notes to Unaudited Condensed Consolidated Financial Statements, Subsequent Events, for additional details regarding the treatment of the New York Asset Sale. The carrying amounts of the assets and liabilities associated with our New York personal care operations included in our Unaudited Condensed Consolidated Balance Sheets as of September 30, 2024 were as follows (amounts in thousands):
|  | September 30, 2024 |
Assets |  |  |
Current assets |  |  |
Accounts receivable, net of allowances |  | $ | 8,311 |
Prepaid expenses and other current assets |  |  | 25 |
Total current assets |  |  | 8,336 |
Property and equipment, net of accumulated depreciation and amortization |  |  | 29 |
Other assets |  |  |
Goodwill |  |  | 3,801 |
Intangibles, net of accumulated amortization |  |  | 4,203 |
Operating lease assets, net |  |  | 3,510 |
Total other assets |  |  | 11,514 |
Total assets |  | $ | 19,879 |
Liabilities |  |  |
Current liabilities |  |  |
Accounts payable |  | $ | 6,020 |
Accrued payroll |  |  | 3,338 |
Accrued expenses |  |  | 680 |
Operating lease liabilities, current portion |  |  | 751 |
Total current liabilities |  |  | 10,789 |
Long-term liabilities |  |  |
Other long-term liabilities |  |  | 2,661 |
Total liabilities |  | $ | 13,450 |

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- Definition The entire disclosure for business combinations, including leverage buyout transactions (as applicable), and divestitures. This may include a description of a business combination or divestiture (or series of individually immaterial business combinations or divestitures) completed during the period, including background, timing, and assets and liabilities recognized and reclassified or sold. This element does not include fixed asset sales and plant closings. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 805 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/805/tableOfContent Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/205-20/tableOfContent + Details
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