Acquisitions and Divestitures

12 Months Ended

Dec. 31, 2020

Acquisitions and divestitures

Routine acquisitions

During 2020, the Company acquired eight dialysis centers in the U.S. and 66 dialysis centers outside the U.S. for a total of $182,013 in net cash, earn-outs of $14,042 and deferred purchase price and liabilities assumed of $20,415. The Company also recognized a non-cash gain of $1,821. During 2019, the Company acquired seven dialysis centers in the U.S. and 16 dialysis centers outside the U.S. for a total of $98,836 in net cash, earn-outs of $23,536, and deferred purchase price and liabilities assumed of $4,326. During 2018, the Company acquired 18 dialysis centers in the U.S. and 28 dialysis centers outside the U.S. for a total of $176,161 in net cash, earn-outs of $1,246 and deferred purchase price of $34,394. In one of these 2018 transactions the Company acquired a controlling interest in a previously nonconsolidated U.S. dialysis partnership for which the Company recognized a non-cash gain of $28,152 on its prior interest upon consolidation. 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 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 information available to management and will be finalized when certain information arranged to be obtained has been received. For several of the 2020 acquisitions, certain income tax amounts are pending final evaluation and quantification of any pre-acquisition tax contingencies. In addition, valuation of intangibles, leases and certain other working capital items relating to several of these acquisitions are pending final quantification.

The following table summarizes the assets acquired and liabilities assumed in these transactions and recognized at their acquisition dates at estimated fair values, as well as the estimated fair value of noncontrolling interests assumed in these transactions:


	Year ended December 31,
	2020		2019		2018
Current assets	$	23,607	$	6,713	$	23,686
Property and equipment	37,457		4,842		11,421
Customer relationships	34,625		—		—
Noncompetition agreements and other long-term assets	10,168		1,980		3,079
Indefinite-lived licenses	22,136		31,858		23,656
Goodwill	130,057		90,226		278,348
Deferred income taxes	(3,962)		—		—
Liabilities assumed	(34,068)		(7,159)		(19,946)
Noncontrolling interests assumed	(1,729)		(1,762)		(80,291)
	$	218,291	$	126,698	$	239,953

The following summarizes weighted-average estimated useful lives of amortizable intangible assets acquired during 2020, 2019 and 2018, as well as goodwill deductible for tax purposes associated with these acquisitions:


	Year ended December 31,
	2020		2019		2018
Weighted-average estimated useful lives:
Customer relationships	18
Noncompetition agreements	5		6		6

Goodwill deductible for tax purposes	$	94,318	$	88,517	$	165,013

Pro forma financial information (unaudited)

The following summary, prepared on a pro forma basis, combines the results of operations as if all acquisitions within continuing operations in 2020 and 2019 had been consummated as of the beginning of 2019, including the impact of certain adjustments such as amortization of intangibles, interest expense on acquisition financing and income tax effects.


	Year ended December 31,
	2020		2019
	(unaudited)
Pro forma total revenues	$	11,636,416	$	11,570,086
Pro forma net income from continuing operations attributable to DaVita Inc.	$	789,473	$	718,928
Pro forma basic net income per share from continuing operations attributable to DaVita Inc.	$	6.59	$	4.69
Pro forma diluted net income per share from continuing operations attributable to DaVita Inc.	$	6.44	$	4.67

Sale of RMS Lifeline

The Company divested its vascular access business, RMS Lifeline, Inc., effective May 1, 2020 and recognized a loss on sale of approximately $16,252.

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 approximately $42,378 if certain performance targets or quality margins are met over the next one year to five years.

Contingent earn-out obligations are remeasured to fair value at each reporting date until the contingencies are resolved with changes in the liability due to the remeasurement recognized in earnings. See Note 24 for further details. As of December 31, 2020, the Company estimated the fair value of these contingent earn-out obligations to be $30,248, of which a total of $13,025 is included in other current liabilities, and the remaining $17,223 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 liabilities for the years ended December 31, 2020 and 2019:


	Year ended December 31,
	2020		2019
Beginning balance	$	24,586	$	2,608
Acquisitions	14,042		23,536
Foreign currency translation	(3,688)		(905)
Fair value remeasurements	(2,630)		121
Payments or other settlements	(2,062)		(774)
Ending balance	$	30,248	$	24,586