Acquisitions and divestitures

9 Months Ended

Sep. 30, 2019

Routine acquisitions

During the nine months ended September 30, 2019, the Company acquired dialysis businesses consisting of seven dialysis centers located in the U.S. and nine dialysis centers located outside the U.S. for a total of $75,323 in net cash, $529 in deferred purchase price obligations, and $19,818 in earn-out obligations and assumed liabilities. 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	$	5,238
Property and equipment	3,607
Intangible and other long-term assets	15,848
Goodwill	77,238
Current liabilities	(3,360		)
Long-term liabilities	(1,139		)
Noncontrolling interests	(1,762		)
	$	95,670

Amortizable intangible assets acquired during the first nine months of 2019 primarily represent non-compete agreements which had weighted-average estimated useful lives of approximately six years. The total estimated amount of goodwill deductible for tax purposes associated with these acquisitions was approximately $75,529.

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 $35,338 if certain EBITDA, operating income performance targets or quality margins are met primarily over the next one year to five years. As of September 30, 2019, the estimated fair values of these contingent earn-out obligations is $19,833, of which $4,401 is included in other current liabilities and the remaining $15,432 is included in other long-term liabilities in the Company’s consolidated balance sheet.

The following is a reconciliation of changes in contingent earn-out obligations for the nine months ended September 30, 2019:



Beginning balance December 31, 2018	$	2,608
Contingent earn-out obligations associated with acquisitions	19,731
Remeasurement of fair value for contingent earn-out obligations	(2,179		)
Payments on contingent earn-out obligations	(327		)
Ending balance September 30, 2019	$	19,833