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Goodwill and Intangible Assets
12 Months Ended
Dec. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill and Intangible Assets

7. Goodwill and Intangible Assets

A summary of goodwill by segment and related adjustments is provided below:

 

 

 

Goodwill

 

 

 

Hospice

 

 

Personal Care

 

 

Home Health

 

 

Total

 

 

 

(Amounts In Thousands)

 

Goodwill at December 31, 2022

 

$

397,728

 

 

$

152,688

 

 

$

32,421

 

 

$

582,837

 

Additions for acquisitions

 

 

35,071

 

 

 

601

 

 

 

44,274

 

 

 

79,946

 

Adjustments to previously recorded goodwill

 

 

 

 

 

(13

)

 

 

225

 

 

 

212

 

Goodwill at December 31, 2023

 

 

432,799

 

 

 

153,276

 

 

 

76,920

 

 

 

662,995

 

Additions for acquisitions

 

 

 

 

 

292,204

 

 

 

18,094

 

 

 

310,298

 

Adjustments to previously recorded goodwill

 

 

41

 

 

 

(2,954

)

 

 

178

 

 

 

(2,735

)

Goodwill at December 31, 2024

 

$

432,840

 

 

$

442,526

 

 

$

95,192

 

 

$

970,558

 

 

In 2024, the Company recognized goodwill in the personal care services segment of $292.2 million related to the acquisition of Upstate and the Gentiva Acquisition and recognized goodwill in the home health segment of $18.1 million related to the Gentiva Acquisition. In connection with the acquisition of Tennessee Quality Care in 2023, the Company recognized goodwill in its hospice and home health segments of $35.0 million and $44.3 million, respectively. The Company also recognized goodwill of $0.6 million related to the CareStaff acquisition in the personal care services segment in 2023.

Goodwill adjustments to previously recorded goodwill are generally related to accounts receivable and accrued expenses based on the final valuations. See Note 4 to the Notes to Consolidated Financial Statements for additional information regarding the acquisitions made by the Company in 2023 and 2024, and Note 5 for additional information regarding the divestiture for New York Asset Sale.

The Company’s identifiable intangible assets consist of customer and referral relationships, trade names and trademarks, non-competition agreements and state licenses. Amortization is computed using straight-line and accelerated methods based upon the estimated useful lives of the respective assets, which range from one to twenty-five years. Customer and referral relationships are amortized systematically over the periods of expected economic benefit, which range from five to ten years.

Goodwill and certain state licenses are not amortized pursuant to ASC Topic 350. We test intangible assets with indefinite useful lives for impairment at the reporting unit level on an annual basis, as of October 1, or whenever potential impairment triggers occur, such as a significant change in business climate or regulatory changes that would indicate that an impairment may have occurred. The Company estimates the fair value of the reporting unit using both a discounted cash flow model as well as a market multiple model. The cash flow forecasts are adjusted by an appropriate discount rate based on the Company’s estimate of a market participant’s weighted-average cost of capital. These models are both based on the Company’s best estimate of future revenues and operating costs and are reconciled to the Company’s consolidated market capitalization, with consideration of the amount a potential acquirer would be required to pay, in the form of a control premium. The determination of fair value in the Company’s goodwill impairment analysis is based on an estimate of fair value for each reporting unit utilizing known and estimated inputs at the evaluation date. Some of those inputs include, but are not limited to, the most recent price of the Company’s common stock and fair value of long term debt, estimates of future revenue and expense growth, estimated market multiples, expected capital expenditures, income tax rates and cost of invested capital. Significant assumptions used in the analysis included a 9.0% discount rate and a 3.5% long-term revenue growth rate. The Company did not record any impairment charges for the years ended December 31, 2024, 2023 or 2022.

The carrying amount and accumulated amortization of each identifiable intangible asset category consisted of the following at December 31, 2024 and 2023:

 

 

 

 

 

December 31, 2024

 

 

December 31, 2023

 

 

 

 

 

(Amounts in Thousands)

 

 

(Amounts in Thousands)

 

 

 

Estimated Useful Life

 

Gross carrying value

 

 

Accumulated amortization

 

 

Net carrying value

 

 

Gross carrying value

 

 

Accumulated amortization

 

 

Net carrying value

 

Customer and referral relationships

 

5-10 years

 

$

34,201

 

 

$

(33,255

)

 

$

946

 

 

$

44,672

 

 

$

(39,566

)

 

$

5,106

 

Trade names and trademarks

 

1-20 years

 

 

59,366

 

 

 

(21,900

)

 

 

37,466

 

 

 

59,566

 

 

 

(23,857

)

 

 

35,709

 

Non-competition agreement

 

3-5 years

 

 

6,728

 

 

 

(6,263

)

 

 

465

 

 

 

6,785

 

 

 

(5,601

)

 

 

1,184

 

State Licenses

 

6-10 years

 

 

24,981

 

 

 

(1,243

)

 

 

23,738

 

 

 

12,671

 

 

 

(9,015

)

 

 

3,656

 

State Licenses

 

Indefinite

 

 

47,028

 

 

 

 

 

 

47,028

 

 

 

46,328

 

 

 

 

 

 

46,328

 

Total intangible assets

 

 

 

$

172,304

 

 

$

(62,661

)

 

$

109,643

 

 

$

170,022

 

 

$

(78,039

)

 

$

91,983

 

 

During the year ended December 31, 2024, the Company acquired state licenses and a trade name of $23.0 million and $4.9 million, respectively, in its personal care services segment related to the Gentiva Acquisition. The Company also acquired indefinite-lived state licenses of $0.7 million in its home health segment in connection with the Gentiva Acquisition.

 

During the year ended December 31, 2023, the Company acquired indefinite-lived state licenses and a trade name of $7.6 million and $2.1 million, respectively, in its hospice segment related to the acquisition of Tennessee Quality Care. The Company also acquired indefinite-lived state licenses and trade name of $11.6 million and $5.4 million, respectively, in its home health segment in connection with the Tennessee Quality Care acquisition.

Amortization expense related to the identifiable intangible assets amounted to $6.7 million, $7.1 million and $7.2 million for the years ended December 31, 2024, 2023 and 2022, respectively.

The weighted average remaining useful life of identifiable intangible assets as of December 31, 2024 is 9.82 years.

The estimated future intangible amortization expense is as follows:

 

For the year ended December 31,

 

Total
(Amount in
Thousands)

 

2025

 

$

7,937

 

2026

 

 

7,523

 

2027

 

 

7,197

 

2028

 

 

5,486

 

2029

 

 

5,382

 

Thereafter

 

 

29,090

 

Total, intangible assets subject to amortization

 

$

62,615