v3.19.2
Acquisitions and Divestitures
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12 Months Ended |
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Business Combinations [Abstract] |
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Acquisitions and Divestitures |
Acquisitions and Divestitures Acquisitions The Company periodically acquires the operating assets and liabilities of dialysis centers. The results of operations for these acquisitions are included in the Company’s consolidated statements of operations from their respective acquisition consummation dates. Fiscal Year 2018 The cash consideration paid was preliminarily based on the estimated fair value, as follows: | | | | | Property and equipment | $ | 329 |
| Other assets | 59 |
| Cash consideration paid | $ | 388 |
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This acquisition was made to expand the Company’s market presence in California. Pro forma information is not presented because such amounts are not significant. Fiscal Year 2017
The cash consideration paid, on a combined basis for all acquisitions consummated during 2017, was allocated based on the estimated fair value, as follows: | | | | | Property and equipment | $ | 737 |
| Noncompete agreements and other intangible assets | 93 |
| Goodwill | 725 |
| Cash consideration paid | $ | 1,555 |
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These acquisitions were made to expand the Company’s market presence in the indicated locations. The goodwill arising from these acquisitions is primarily attributable to future growth opportunities and any intangible assets that did not qualify for separate recognition, and $647 of the goodwill is deductible for tax purposes. These acquisitions, individually and in the aggregate, had an immaterial impact on the results of operations in the year of acquisition. Pro forma information is not presented because such amounts are not significant.
Fiscal Year 2016
On September 1, 2016, the Company acquired the assets of two separate dialysis centers in Pennsylvania. The Company has a controlling interest in these joint ventures. One of the Pennsylvania dialysis centers was not in operation immediately prior to the acquisition, and therefore required a new Medicare license to restart operations. The cash consideration paid, on a combined basis for all acquisitions consummated during 2016, was allocated based on the estimated fair value, as follows: | | | | | Property and equipment | $ | 400 |
| Noncompete agreements and other intangible assets | 268 |
| Goodwill | 3,839 |
| Cash consideration paid | $ | 4,507 |
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These acquisitions were made to expand the Company’s market presence in the indicated locations. The goodwill arising from these acquisitions is primarily attributable to future growth opportunities and any intangible assets that did not qualify for separate recognition, and $3,723 of the goodwill is deductible for tax purposes. These acquisitions, individually and in the aggregate, had an immaterial impact on the results of operations in the year of acquisition. Pro forma information is not presented because such amounts are not significant.
Divestitures The Company periodically divests the operating assets and liabilities of dialysis centers. The results of operations for these divestitures are included in the Company’s consolidated statements of operations through their respective sale consummation dates. Fiscal Year 2018 On March 1, 2018, the Company sold 100% of its equity in a dialysis clinic in Florida and received cash consideration for the sale of $2,500. The transaction resulted in the recognition of a gain of $262 related to the sale of the clinic and its derecognition which is included as a reduction to general and administrative expenses to arrive at operating income in the condensed consolidated statements of operations for the year ended December 31, 2018 and a reduction of goodwill of $1,806. Fiscal Year 2017 On June 2, 2017, the Company sold 100% of its equity in a dialysis clinic in Massachusetts and on August 1, 2017, the Company sold 100% of its equity in a dialysis clinic in Florida for a combined cash consideration of $1,075. The transactions resulted in the recognition of a combined gain of $615 related to the sale of the clinics and their derecognition which is included as a reduction to general and administrative expenses to arrive at operating income in the condensed consolidated statements of operations for the year ended December 31, 2017 and a reduction of goodwill of $563. The Company also closed four clinics during the year ended December 31, 2017 for a combined loss of $107 and a reduction of goodwill of $109. Fiscal Year 2016 None.
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- DefinitionThe entire disclosure for business combinations, including leverage buyout transactions (as applicable), and divestitures. This may include a description of a business combination or divestiture (or series of individually immaterial business combinations or divestitures) completed during the period, including background, timing, and assets and liabilities recognized and reclassified or sold. This element does not include fixed asset sales and plant closings.
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