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Held for Sale and Discontinued Operations
12 Months Ended
Dec. 31, 2018
Discontinued Operations and Disposal Groups [Abstract]  
Held for Sale and Discontinued Operations Held for sale and discontinued operations
DaVita Medical Group (DMG)
In December 2017, the Company entered into an equity purchase agreement to sell its DMG division to Optum, a subsidiary of UnitedHealth Group Inc., subject to receipt of required regulatory approvals and other customary closing conditions. On December 11, 2018, the Company entered into an amendment to the equity purchase agreement, which, among other things, reduced the purchase price for DMG from $4,900,000 to $4,340,000. The current deadline to close the transaction under the equity purchase agreement is June 30, 2019, and the transaction is expected to close prior to that date. As a result of
this pending transaction, the DMG business has been classified as held for sale and its results of operations are reported as discontinued operations for all periods presented in these consolidated financial statements.
During 2018, the Company recorded $468,005 in charges on its DMG business which included a $316,840 valuation adjustment, a $41,537 goodwill impairment charge and $109,628 in related tax expense on this held-for-sale business based on updated assessments of fair value.
The following table presents the financial results of discontinued operations related to DMG:
 
Year ended December 31,
 
2018
 
2017
 
2016
Net revenues
$
4,963,792

 
$
4,676,213

 
$
4,113,414

Expenses
4,962,686

 
4,634,782

 
3,994,624

Goodwill and other asset impairment charges
41,537

 
651,659

 
253,000

Valuation adjustment on disposal group
316,840

 

 

Loss from discontinued operations before taxes
(357,271
)
 
(610,228
)
 
(134,210
)
Income tax expense (benefit)
99,768

 
(364,856
)
 
24,052

Net loss from discontinued operations, net of tax
$
(457,038
)
 
$
(245,372
)
 
$
(158,262
)

The following table presents the financial position of discontinued operations related to DMG:
 
December 31, 2018
 
December 31, 2017
Assets
 

 
 

Cash and cash equivalents
$
414,683

 
$
179,668

Other current assets
557,403

 
826,608

Property and equipment, net
458,040

 
379,945

Intangible assets, net
1,316,974

 
1,316,550

Other long-term assets
112,127

 
178,894

Goodwill
2,847,178

 
2,879,977

Valuation allowance on disposal group
(316,840
)
 

Total current assets held for sale
$
5,389,565

 
$
5,761,642

Liabilities
 

 
 

Other liabilities
$
479,134

 
$
505,734

Medical payables
436,839

 
457,040

Current portion of long-term debt
3,122

 
2,845

Long-term debt
33,425

 
35,003

Other long-term liabilities
291,239

 
184,448

Total current liabilities held for sale
$
1,243,759

 
$
1,185,070


The following table presents cash flows of discontinued operations related to DMG:
 
Year ended December 31,
 
2018
 
2017
 
2016
Net cash provided by operating activities from discontinued operations
$
290,684

 
$
357,274

 
$
287,044

Net cash used in investing activities from discontinued operations
$
(57,382
)
 
$
(232,329
)
 
$
(430,917
)

DMG acquisitions
During 2018, the Company's DMG business acquired other medical businesses for a total of $6,995 in net cash and deferred purchase price of $1,142. During 2017, the Company's DMG business acquired other medical businesses for a total of $135,416 in net cash, deferred purchase price of $1,038, and liabilities assumed of $10,145. During 2016, the Company's DMG business acquired other medical businesses for a total of $398,748 in net cash and deferred purchase price and liabilities assumed of $7,694. For several of the 2018 acquisitions, certain income tax amounts are pending final evaluation and quantification of any pre-acquisition tax contingencies. In addition, valuation of medical claims liabilities and certain other working capital items relating to several of these acquisitions are pending final quantification. The assets and liabilities for all acquisitions were recorded at their estimated fair values at the dates of the acquisitions and are included in the Company’s current held for sale assets and liabilities.
Sale of Tandigm Health investment
In 2018, DMG sold its 19% ownership interest in the Tandigm Health joint venture and a related supporting business for a gain of $25,096 and associated taxes of $6,460, resulting in a net of tax gain of $18,636.
Goodwill impairment charges
The Company recorded goodwill and other asset impairment charges for the DMG business as presented above. As a result of the December 2018 amendment to the equity purchase agreement, discussed above, the Company recorded a goodwill impairment charge in 2018. Goodwill impairment charges for 2017 and 2016 resulted from continuing developments in the Company’s DMG business, including recent annual updates to Medicare Advantage benchmark reimbursement rates, changes in expectations concerning future government reimbursement rates and the Company’s expected ability to mitigate them, medical cost and utilization trends, commercial pricing pressures, underperformance of certain DMG business units and other market factors.