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Goodwill and Intangible Assets
12 Months Ended
Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill and Intangible Assets

8. Goodwill and Intangible Assets:

 

Goodwill was $1.38 billion and $1.53 billion at December 31, 2023 and 2022, respectively. Goodwill is tested for impairment on at least an annual basis, in accordance with the subsequent measurement provisions of the accounting guidance for goodwill. Consistent with prior years, the Company performed its annual impairment test in the third quarter of 2023 and determined that goodwill was not impaired.

 

However, during the fourth quarter of 2023, the Company experienced a triggering event, due to a sustained decline in its stock price and a market capitalization below the Company's book equity value. As the Company consists of only one reporting unit, and is publicly traded, management estimates the fair value of its reporting unit utilizing the Company’s market capitalization, multiplying the number of actual shares outstanding on December 31, 2023 by its stock price on December 31, 2023 and applying an additional premium to give effect to the Company’s best estimate of a control premium. With respect to the estimated control premium used in its analysis, the Company believes that it is reasonable to expect that a market participant would pay a premium to obtain a controlling interest in the

Company. The Company considered information from the public markets for premiums on acquisitions in its industry and also considered other factors, such as the value that may arise from the ability to take advantage of synergies and other benefits that flow from control over another entity.

 

This assessment resulted in a non-cash impairment charge of $125.0 million, representing the amount by which the Company's book value exceeded its implied fair value, based on its market capitalization plus an estimated control premium. Consideration was first given to other individual and group long-lived assets, and no impairment was considered necessary on such assets.

 

Recognition of this non-cash charge against goodwill resulted in a tax benefit which generated an additional deferred tax asset of $23.3 million that increased the Company's book value. An incremental non-cash charge was required to reduce the Company's book value to its previously determined fair value. Accordingly, we recorded the incremental non-cash charge of $23.3 million for a total non-cash charge of $148.3 million. A 1% change in the control premium used would have impacted the non-cash impairment charge by approximately $9.0 million.

 

Intangible assets, net, consist of the following (in thousands):

 

 

 

December 31, 2023

 

 

 

Gross Carrying Value

 

 

Accumulated Amortization

 

 

Net Carrying Value

 

Physician and hospital agreements

 

$

105,577

 

 

$

(88,775

)

 

$

16,802

 

Other technology

 

 

8,591

 

 

 

(4,153

)

 

 

4,438

 

 

$

114,168

 

 

$

(92,928

)

 

$

21,240

 

 

 

 

December 31, 2022

 

 

 

Gross Carrying Value

 

 

Accumulated Amortization

 

 

Net Carrying Value

 

Physician and hospital agreements

 

$

101,325

 

 

$

(85,457

)

 

$

15,868

 

Other technology

 

 

8,695

 

 

 

(6,072

)

 

 

2,623

 

 

$

110,020

 

 

$

(91,529

)

 

$

18,491

 

 

During the year ended December 31, 2023, the Company recorded intangible assets related to acquisitions totaling $4.5 million, consisting primarily of physician and hospital agreements. The weighted-average amortization period for these physician and hospital agreements is approximately 10 years.

 

Amortization expense for intangible assets was $5.6 million, $6.4 million and $8.0 million for the years ended December 31, 2023, 2022 and 2021, respectively.

 

Amortization expense for existing intangible assets for the next five years is expected to be as follows (in thousands):

 

 2024

 

$

5,751

 

 2025

 

 

3,815

 

 2026

 

 

2,928

 

 2027

 

 

1,621

 

 2028

 

 

1,394