v3.7.0.1
NONCONTROLLING INTERESTS SUBJECT TO PUT PROVISIONS
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3 Months Ended |
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Temporary Equity Disclosure [Abstract] |
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NONCONTROLLING INTERESTS SUBJECT TO PUT PROVISIONS |
NONCONTROLLING INTERESTS SUBJECT TO PUT PROVISIONS The Company has potential obligations to purchase a portion or all of the noncontrolling interests held by third parties in certain of its consolidated subsidiaries. These obligations are in the form of put provisions and are exercisable at the third-party owners’ discretion within specified periods as outlined in each specific put provision. Additionally, the Company has certain put agreements which are exercisable upon the occurrence of specific events, including third-party members’ death, disability, bankruptcy, retirement, or if third-party members are dissolved. Some of these puts accelerated as a result of the Company’s initial public offering, of which some were exercised during the three months ended March 31, 2017. If these put provisions were exercised, the Company would be required to purchase all or a portion of the third-party owners’ noncontrolling interests at the estimated fair value as defined within the put provisions. The majority of the put provisions are reported at the estimated fair value for accounting purposes, while some put provisions are stated at the contractual estimated fair value, as outlined in each specific put provision. The put options of such noncontrolling interest holders were determined based on inputs that were not readily available in public markets or able to be derived from information available in publicly quoted markets. As such, the Company categorized the put options of the noncontrolling interest holders as Level 3. The fair value of noncontrolling interests subject to puts is arrived at based on the respective merits of the Income, Market and Asset Based Approaches. The primary inputs associated with these valuation methods are Clinic forecasts, Weighted Average Cost of Capital (13.50% - 19.00%) and EBITDA multiples. The estimated fair values of the noncontrolling interests subject to put provisions can also fluctuate and the implicit multiple of earnings at which these noncontrolling interest obligations may ultimately be settled could vary significantly from our current estimates depending upon market conditions including potential purchasers’ access to the credit and capital markets, which can impact the level of competition for dialysis and non-dialysis related businesses, the economic performance of these businesses and the restricted marketability of the third-party owners’ noncontrolling interests.
| | | | | | | | | | | | | | 2017 | | 2016 | | Net (loss) income attributable to American Renal Holdings Associates, Inc. | $ | (1,251 | ) | | $ | 3,756 |
| | Increase in paid-in capital for the sales of noncontrolling interest | — |
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| | Decrease in paid-in capital for the purchase of noncontrolling interest and adjustments to ownership interest | (1,272 | ) | | — |
| | Net transfers to noncontrolling interests | (1,272 | ) | | — |
| | Net (loss) income attributable to American Renal Holdings Associates, Inc., net of transfers to noncontrolling interests | $ | (2,523 | ) | | $ | 3,756 |
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- DefinitionDisclosure of temporary equity. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. Includes any type of security that is redeemable at a fixed or determinable price or on a fixed or determinable date or dates, is redeemable at the option of the holder, or has conditions for redemption which are not solely within the control of the issuer. If convertible, the issuer does not control the actions or events necessary to issue the maximum number of shares that could be required to be delivered under the conversion option if the holder exercises the option to convert the stock to another class of equity. If the security is a warrant or a rights issue, the warrant or rights issue is considered to be temporary equity if the issuer cannot demonstrate that it would be able to deliver upon the exercise of the option by the holder in all cases. Includes stock with put option held by ESOP and stock redeemable by holder only in the event of a change in control of the issuer.
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