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Acquisitions and Divestitures
12 Months Ended
Dec. 31, 2019
Business Combinations [Abstract]  
Acquisitions and Divestitures Acquisitions and Divestitures
 
Acquisitions
The Company periodically acquires the operating assets and liabilities of dialysis centers. The results of operations for these acquisitions are included in the Company’s Consolidated Statements of Operations from their respective acquisition consummation dates.
 
Fiscal Year 2019
 
On January 1, 2019, the Company acquired a majority interest in the assets of a dialysis center in Florida.

On March 1, 2019, the Company acquired a majority interest in the assets of a dialysis center in South Carolina.

The consideration transferred, on a combined basis for all acquisitions consummated during 2019 through the date of issuance of these financial statements, was as follows:
Cash
$
6,590

Equity interests
4,655

Fair value of total consideration transferred
$
11,245


The amounts recognized as of the acquisition date, on a combined basis for all acquisitions consummated during 2019 through the date of issuance of these financial statements, for each major class of assets acquired and liabilities assumed were allocated preliminarily based on the estimated fair value, as follows:
Property and equipment
$
1,232

Noncompete agreements
660

Goodwill
9,108

Other assets
245

Total consideration paid
$
11,245


 
The acquisitions were made to expand the Company’s market presence in the indicated locations. The goodwill arising from these acquisitions was primarily attributable to future growth opportunities and any intangible assets that did not qualify for separate recognition, and goodwill of $4,774 is expected to be deductible for tax purposes. Pro forma information is not presented because the impact on results of operations is not significant.

Fiscal Year 2018

On November 1, 2018, the Company acquired a majority interest in the assets of a dialysis center in California.
 
The cash consideration paid was preliminarily based on the estimated fair value, as follows:
Property and equipment
$
329

Other assets
59

Cash consideration paid
$
388


 
This acquisition was made to expand the Company’s market presence in California. Pro forma information is not presented because impact on results of operations is not significant.
 
Fiscal Year 2017
 
On November 1, 2017, the Company acquired a majority interest in the assets of two separate dialysis centers in Oklahoma. 

On December 1, 2017, the Company acquired a majority interest in the assets of a dialysis center in Georgia. 
 
The cash consideration paid, on a combined basis for all acquisitions consummated during 2017, was allocated based on the estimated fair value, as follows:
Property and equipment
$
737

Noncompete agreements and other intangible assets
93

Goodwill
725

Cash consideration paid
$
1,555


 
These acquisitions were made to expand the Company’s market presence in the indicated locations. The goodwill arising from these acquisitions is primarily attributable to future growth opportunities and any intangible assets that did not qualify for separate recognition, and $647 of the goodwill was deductible for tax purposes. These acquisitions, individually and in the aggregate, had an immaterial impact on the results of operations in the year of acquisition. Pro forma information is not presented because impact on results of operations is not significant.

Divestitures
The Company periodically divests the operating assets and liabilities of dialysis centers. The results of operations for these divestitures are included in the Company’s Consolidated Statements of Operations through their respective sale consummation dates.
Fiscal Year 2019
On March 1, 2019, the Company sold 100% of the Company’s equity in two dialysis clinics in Florida and received a combined cash consideration for the sales of $3,300. The transactions resulted in the recognition of a combined gain of $512, which is included as a reduction to general and administrative expenses to arrive at operating income in the Consolidated Statements of Operations for the year ended December 31, 2019, and a reduction of goodwill of $2,210.

On July 1, 2019, the Company sold 100% of the Company’s equity in two dialysis clinics in Maryland and received a combined cash consideration for the sales of $3,000. The transactions resulted in the recognition of a combined loss of $228, which is included as an increase to general and administrative expenses to arrive at operating income in the Consolidated Statements of Operations for the year ended December 31, 2019, and a reduction of goodwill of $2,155.
Fiscal Year 2018
On March 1, 2018, the Company sold 100% of its equity in a dialysis clinic in Florida and received cash consideration for the sale of $2,500. The transaction resulted in the recognition of a gain of $262 related to the sale of the clinic and its derecognition which is included as a reduction to general and administrative expenses to arrive at operating income in the Consolidated Statements of Operations for the year ended December 31, 2018 and a reduction of goodwill of $1,806
Fiscal Year 2017
On June 2, 2017, the Company sold 100% of its equity in a dialysis clinic in Massachusetts and on August 1, 2017, the Company sold 100% of its equity in a dialysis clinic in Florida for a combined cash consideration of $1,075. The transactions resulted in the recognition of a combined gain of $615 related to the sale of the clinics and their derecognition which is included as a reduction to general and administrative expenses to arrive at operating income in the Consolidated Statements of Operations for the year ended December 31, 2018 and a reduction of goodwill of $563
The Company also closed two clinics during the year ended December 31, 2017 for a combined loss of $107 and a reduction of goodwill of $109.