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Note 5 - Acquisitions
 9 Months Ended
Sep. 30, 2025
Notes to Financial Statements  
Business Combination [Text Block]

5. 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 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.

 

Helping Hands

 

On August 1, 2025, the Company completed the acquisition of Helping Hands Home Care Service, Inc., a Pennsylvania corporation (the “Helping Hands Acquisition”), for approximately $21.4 million. The purchase was funded through the Company’s revolving credit facility and available cash. With the Helping Hands Acquisition, the Company expanded its services within its personal care segment and entered the hospice and home health markets in Pennsylvania. The related acquisition and integration costs were $0.3 million and $0.1 million for the three months ended September 30, 2025, and $0.9 million and $0.1 million for the nine months ended September 30, 2025, respectively. These costs were included in general and administrative expenses on the Unaudited Condensed Consolidated Statements of Income and were expensed as incurred.

 

  

Total (Amounts in Thousands)

 

Goodwill

 $19,022 

Identifiable intangible assets

  1,150 

Cash

  584 

Accounts receivable

  1,365 

Property and equipment

  19 

Operating lease assets, net

  282 

Other current assets

  45 

Accounts payable

  (98)

Accrued payroll

  (697)

Operating lease liabilities, total

  (257)

Total purchase price

 $21,415 

 

Identifiable intangible assets acquired included $1.2 million of definite-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.

 

The Helping Hands Acquisition accounted for $3.1 million of net service revenues and $0.4 million of operating income for each of the three and nine months ended September 30, 2025, respectively.

 

The following table contains unaudited pro forma condensed consolidated income statement information of the Company for the three and nine months ended September 30, 2025 as if the Helping Hands Acquisition closed on January 1, 2024.

 

  

For the Three Months Ended September 30,

  

For the Nine Months Ended September 30,

 
  

(Amounts in Thousands)

  

(Amounts in thousands)

 
  

2025

  

2024

  

2025

  

2024

 

Net service revenues

 $364,001  $293,804  $1,060,396  $868,481 

Operating income

  32,153   26,486   97,372   76,915 

Net income

  22,327   20,555   67,120   54,908 

Net income per common share

                

Basic income per share

 $1.24  $1.15  $3.72  $3.29 

Diluted income per share

 $1.21  $1.13  $3.65  $3.22