Effective May 20, 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 purchase price of up to $23.0 million includes 50% cash consideration, paid out as an initial payment of $4.6 million, $6.9 million paid pro rata as a deferred payment as caregivers are transferred and 50% in the form of contingent consideration for the Company’s CDPAP business. The Company entered into a consulting agreement with the purchaser effective May 20, 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. The Company determined that the consulting agreement gave it the ability to control the business.

In October 2024, the Company determined that it no longer controlled the business as it transferred more than 50% of the clients and caregivers and therefore qualified for sale consideration of the New York Asset Sale. As a result, the Company deconsolidated the results of its New York operations and recorded a gain on divestiture of $3.7 million during the year ended December 31, 2024. The gain is reflected within general and administrative expenses on the consolidated statement of operations.

In connection with this transaction, the Company will cease operations in New York. During the year ended December 31, 2024, the Company recorded $1.7 million in consulting fees and received a $4.6 million initial payment on the acquisition and deferred payments of $0.8 million, totaling $5.4 million related to the pro rata portion of caregivers transferred to purchaser. The remaining $6.1 million due from the seller as of December 31, 2024 is reflected within prepaid expenses and other current assets on the consolidated balance sheets. No amount was recorded related to the CDPAP business contingent consideration.

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.

Goodwill and intangible assets of $2.9 million and $4.2 million, respectively were derecognized in connection with the divestiture. The carrying amounts of the assets and liabilities associated with our New York personal care operations included in our Consolidated Balance Sheets as of December 31, 2024 were as follows (amounts in thousands):


	December 31, 2024
Assets
Current assets
Accounts receivable, net of allowances	$	4,202
Prepaid expenses and other current assets		15
Total current assets		4,217
Property and equipment, net of accumulated depreciation and amortization		—
Other assets
Goodwill		—
Intangibles, net of accumulated amortization		—
Operating lease assets, net		3,305
Total other assets		3,305
Total assets	$	7,522
Liabilities
Current liabilities
Accounts payable	$	4,827
Accrued payroll		1,834
Accrued expenses		228
Operating lease liabilities, current portion		717
Total current liabilities		7,606
Long-term liabilities
Operating lease liabilities, long-term portion		2,500
Total liabilities	$	10,106