Acquisitions and divestitures

Routine acquisitions

During the nine months ended September 30, 2018, the Company acquired dialysis businesses consisting of five dialysis centers located in the U.S. and 18 dialysis centers located outside the U.S. for a total of $110,671 in net cash, $15,461 in deferred purchase price obligations, and $4,733 in liabilities assumed and earn-out obligations. The assets and liabilities for these acquisitions were recorded at their estimated fair values at the dates of the acquisitions and are included in the Company’s condensed consolidated financial statements, as are their operating results, from the designated effective dates of the acquisitions.

The initial purchase price allocations for these transactions have been recorded at estimated fair values based on the best information available to management and will be finalized when certain information arranged to be obtained has been received. In particular, certain income tax amounts are pending final evaluation and quantification of pre-acquisition tax contingencies and filing of final tax returns. In addition, valuation of certain working capital items, fixed assets and intangibles are pending final audits and related valuation reports.

The following table summarizes the assets acquired and liabilities assumed in these transactions at their estimated acquisition date fair values:



Current assets	$	10,183
Property and equipment	5,654
Intangible and other long-term assets	3,672
Goodwill	135,654
Current liabilities	(12,139		)
Long-term liabilities	(212		)
Noncontrolling interests	(11,947		)
	$	130,865

Amortizable intangible assets acquired during the first nine months of 2018 primarily represent non-compete agreements which had weighted-average estimated useful lives of approximately five years. The total estimated amount of goodwill deductible for tax purposes associated with these acquisitions was approximately $115,378.

Sale of Paladina Health

Effective June 1, 2018, the Company sold 100% of the equity of DaVita DPC Holding Co., LLC (Paladina Health), its direct primary care business, resulting in an estimated gain of $33,699.

Contingent earn-out obligations

The Company has several contingent earn-out obligations associated with acquisitions that could result in the Company paying the former owners of acquired companies a total of up to $14,042 if certain EBITDA, operating income performance targets or quality margins are met primarily over the next one to five years.

Contingent earn-out obligations are remeasured at fair value at each reporting date until the contingencies are resolved with changes in the liabilities due to the remeasurement recorded in earnings. See Note 18 to these condensed consolidated financial statements for further details. As of September 30, 2018, the Company has estimated the fair values of its contingent earn-out obligations to be $7,233, of which a total of $431 is included in other liabilities and the remaining $6,802 is included in other long-term liabilities in the Company’s consolidated balance sheet.

The following is a reconciliation of changes in liabilities for contingent earn-out obligations:



	For the nine months ended September 30, 2018
Beginning balance	$	6,388
Contingent earn-out obligations associated with acquisitions	1,246
Remeasurement of fair value for contingent earn-out obligations	(401		)
Ending balance	$	7,233