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American Renal Associates Holdings, Inc. – ‘10-K’ for 12/31/18 – ‘R36’

On:  Wednesday, 9/4/19, at 6:51pm ET   ·   As of:  9/5/19   ·   For:  12/31/18   ·   Accession #:  1498068-19-60   ·   File #:  1-37751

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  As Of               Filer                 Filing    For·On·As Docs:Size

 9/05/19  American Renal Assocs Holdin… Inc 10-K       12/31/18  129:43M

Annual Report   —   Form 10-K   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   3.58M 
 2: EX-4.1      Instrument Defining the Rights of Security Holders  HTML     80K 
 5: EX-10.11    Material Contract                                   HTML     46K 
 6: EX-10.12    Material Contract                                   HTML     55K 
 3: EX-10.6     Material Contract                                   HTML     46K 
 4: EX-10.7     Material Contract                                   HTML     55K 
 7: EX-21.1     Subsidiaries List                                   HTML    100K 
 8: EX-23.1     Consent of Experts or Counsel                       HTML     34K 
 9: EX-31.1     Certification -- §302 - SOA'02                      HTML     41K 
10: EX-31.2     Certification -- §302 - SOA'02                      HTML     41K 
11: EX-32.1     Certification -- §906 - SOA'02                      HTML     36K 
12: EX-32.2     Certification -- §906 - SOA'02                      HTML     36K 
98: R1          Document and Entity Information                     HTML     69K 
23: R2          Consolidated Balance Sheets                         HTML    156K 
65: R3          Consolidated Balance Sheets (Parenthetical)         HTML     55K 
110: R4          Consolidated Statements of Operations               HTML    117K  
100: R5          Consolidated Statements of Comprehensive (Loss)     HTML     60K  
                Income                                                           
25: R6          Consolidated Statements of Changes in Equity        HTML    194K 
67: R7          Consolidated Statements of Changes in Equity        HTML     38K 
                (Parenthetical)                                                  
112: R8          Consolidated Statements of Cash Flows               HTML    165K  
96: R9          Basis of Presentation and Organization              HTML     41K 
84: R10         Summary of Significant Accounting Policies          HTML    131K 
128: R11         Restatement of Consolidated Financial Statements    HTML    626K  
55: R12         Initial Public Offering                             HTML     62K 
41: R13         Cash                                                HTML     49K 
85: R14         Prepaid Expenses and Other Current Assets           HTML     45K 
129: R15         Acquisitions and Divestitures                       HTML     64K  
56: R16         Fair Value Measurements                             HTML    147K 
42: R17         Property and Equipment                              HTML     60K 
86: R18         Intangible Assets and Goodwill                      HTML     69K 
127: R19         Accrued Expenses and Other Current Liabilities      HTML     61K  
61: R20         Variable Interest Entities                          HTML     42K 
20: R21         Noncontrolling Interests Subject to Put Provisions  HTML     79K 
87: R22         Changes in Ownership Interest in Consolidated       HTML     53K 
                Subsidiaries                                                     
101: R23         Debt                                                HTML    114K  
62: R24         Leases                                              HTML     74K 
21: R25         Income Taxes                                        HTML    138K 
88: R26         Loss Per Share                                      HTML     59K 
102: R27         Stock-Based Compensation                            HTML    119K  
60: R28         Related Party Transactions                          HTML     46K 
22: R29         Commitments and Contingencies                       HTML     42K 
45: R30         Certain Legal Matters and Other Matters             HTML     63K 
58: R31         Employee Benefit Plan                               HTML     37K 
126: R32         Concentrations                                      HTML     38K  
83: R33         Subsequent Events                                   HTML     56K 
44: R34         Selected Quarterly Financial Data (Unaudited)       HTML   3.06M 
57: R35         Schedule Ii - Valuation and Qualifying Accounts     HTML     52K 
125: R36         Summary of Significant Accounting Policies          HTML    152K  
                (Policies)                                                       
82: R37         Summary of Significant Accounting Policies          HTML     53K 
                (Tables)                                                         
43: R38         Restatement of Consolidated Financial Statements    HTML   3.58M 
                (Tables)                                                         
59: R39         Cash (Tables)                                       HTML     47K 
27: R40         Prepaid Expenses and Other Current Assets (Tables)  HTML     46K 
64: R41         Acquisitions and Divestitures (Tables)              HTML     47K 
113: R42         Fair Value Measurements (Tables)                    HTML    119K  
97: R43         Property and Equipment (Tables)                     HTML     56K 
26: R44         Intangible Assets and Goodwill (Tables)             HTML     73K 
63: R45         Accrued Expenses and Other Current Liabilities      HTML     62K 
                (Tables)                                                         
111: R46         Noncontrolling Interests Subject to Put Provisions  HTML     73K  
                (Tables)                                                         
95: R47         Changes in Ownership Interest in Consolidated       HTML     54K 
                Subsidiaries (Tables)                                            
24: R48         Debt (Tables)                                       HTML     78K 
66: R49         Leases (Tables)                                     HTML     68K 
49: R50         Income Taxes (Tables)                               HTML    139K 
32: R51         Loss Per Share (Tables)                             HTML     58K 
80: R52         Stock-Based Compensation (Tables)                   HTML    105K 
120: R53         Subsequent Events (Tables)                          HTML     45K  
50: R54         Selected Quarterly Financial Data (Unaudited)       HTML   3.64M 
                (Tables)                                                         
33: R55         Basis of Presentation and Organization (Details)    HTML     56K 
81: R56         Summary of Significant Accounting Policies          HTML    168K 
                (Details)                                                        
122: R57         Summary of Significant Accounting Policies          HTML     48K  
                Schedule of Revenue (Details)                                    
47: R58         Restatement of Consolidated Financial Statements -  HTML    216K 
                Restated Consolidated Balance Sheets (Details)                   
36: R59         Restatement of Consolidated Financial Statements -  HTML     57K 
                Restated Consolidated Balance Sheet                              
                (Parenthetical) (Details)                                        
89: R60         Restatement of Consolidated Financial Statements -  HTML    192K 
                Restated Consolidated Statements of Operations                   
                (Details)                                                        
106: R61         Restatement of Consolidated Financial Statements -  HTML     77K  
                Restated Consolidated Statements of Comprehensive                
                Income (Details)                                                 
68: R62         Restatement of Consolidated Financial Statements -  HTML    264K 
                Restated Consolidated Statements of Cash Flows                   
                (Details)                                                        
28: R63         Initial Public Offering (Details)                   HTML    172K 
92: R64         Cash (Details)                                      HTML     48K 
109: R65         Prepaid Expenses and Other Current Assets           HTML     46K  
                (Details)                                                        
71: R66         Acquisitions and Divestitures - Acquisitions        HTML     80K 
                (Details)                                                        
31: R67         Acquisitions and Divestitures - Divestitures        HTML     63K 
                (Details)                                                        
93: R68         Fair Value Measurements - Narrative (Details)       HTML     44K 
104: R69         Fair Value Measurements - Schedule of fair value    HTML     94K  
                (Details)                                                        
117: R70         Fair Value Measurements - Fair value rollforward    HTML     44K  
                of tax receivable agreement liability (Details)                  
77: R71         Property and Equipment (Details)                    HTML     82K 
40: R72         Intangible Assets and Goodwill - Schedule of        HTML     60K 
                intangible assets (Details)                                      
54: R73         Intangible Assets and Goodwill - Estimated annual   HTML     52K 
                amortization expense (Details)                                   
114: R74         Intangible Assets and Goodwill - Changes in the     HTML     45K  
                value of goodwill (Details)                                      
74: R75         Accrued Expenses and Other Current Liabilities      HTML     64K 
                (Details)                                                        
37: R76         Variable Interest Entities (Details)                HTML     38K 
51: R77         Noncontrolling Interests Subject to Put Provisions  HTML     69K 
                (Details)                                                        
119: R78         Changes in Ownership Interest in Consolidated       HTML     56K  
                Subsidiaries (Details)                                           
73: R79         Debt - Schedule of long term-term debt (Details)    HTML     94K 
116: R80         Debt Debt - Scheduled maturities of long-term debt  HTML     55K  
                (Details)                                                        
76: R81         Debt - Narrative (Details)                          HTML    226K 
39: R82         Leases - Narrative (Details)                        HTML     57K 
53: R83         Leases - Schedule of Future Minimum Lease Payments  HTML    121K 
                (Details)                                                        
115: R84         Income Taxes - Provision (Benefit) for Income       HTML     64K  
                Taxes (Details)                                                  
75: R85         Income Taxes - Significant components of deferred   HTML     84K 
                tax assets and liabilities (Details)                             
38: R86         Income Taxes Income Taxes - Narrative (Details)     HTML     59K 
52: R87         Income Taxes - Reconciliation of the federal        HTML     56K 
                statutory rate (Details)                                         
118: R88         Income Taxes - Gross amounts of unrecognized tax    HTML     43K  
                benefits (Details)                                               
72: R89         Loss Per Share (Details)                            HTML     64K 
90: R90         Stock-Based Compensation - Narrative (Details)      HTML    100K 
107: R91         Stock-Based Compensation - Equity Grants,           HTML     42K  
                Assumptions and Activity (Details)                               
69: R92         Stock-Based Compensation - Assumptions used for     HTML     55K 
                options granted (Details)                                        
29: R93         Stock-Based Compensation - Stock option activity    HTML    103K 
                (Details)                                                        
91: R94         Stock-Based Compensation - Restricted stock         HTML     60K 
                activity (Details)                                               
108: R95         Related Party Transactions (Details)                HTML     75K  
70: R96         Commitments and Contingencies (Details)             HTML     46K 
30: R97         Certain Legal Matters and Other Matters (Details)   HTML     79K 
94: R98         Employee Benefit Plan (Details)                     HTML     36K 
105: R99         Concentrations (Details)                            HTML     35K  
123: R100        Subsequent Events - Acquisitions (Details)          HTML     77K  
78: R101        Subsequent Events - Narrative (Details)             HTML     95K 
34: R102        Selected Quarterly Financial Data (Unaudited)       HTML     73K 
                (Details)                                                        
46: R103        Selected Quarterly Financial Data (Unaudited) -     HTML    216K 
                Condensed Consolidated Balance Sheets (Details)                  
124: R104        Selected Quarterly Financial Data (Unaudited) -     HTML     57K  
                Condensed Consolidated Balance Sheets                            
                (Parenthetical) (Details)                                        
79: R105        Selected Quarterly Financial Data (Unaudited) -     HTML    198K 
                Condensed Consolidated Statements of Operations                  
                (Details)                                                        
35: R106        Selected Quarterly Financial Data (Unaudited) -     HTML     77K 
                Consolidated Statements of Comprehensive Income                  
                (Loss) (Details)                                                 
48: R107        Selected Quarterly Financial Data (Unaudited) -     HTML    264K 
                Condensed Consolidated Statements of Cash Flows                  
                (Details)                                                        
121: R108        Schedule Ii - Valuation and Qualifying Accounts     HTML     43K  
                (Details)                                                        
99: XML         IDEA XML File -- Filing Summary                      XML    226K 
19: EXCEL       IDEA Workbook of Financial Reports                  XLSX    222K 
13: EX-101.INS  XBRL Instance -- ara-20181231                        XML  14.05M 
15: EX-101.CAL  XBRL Calculations -- ara-20181231_cal                XML    394K 
16: EX-101.DEF  XBRL Definitions -- ara-20181231_def                 XML   1.30M 
17: EX-101.LAB  XBRL Labels -- ara-20181231_lab                      XML   2.61M 
18: EX-101.PRE  XBRL Presentations -- ara-20181231_pre               XML   1.92M 
14: EX-101.SCH  XBRL Schema -- ara-20181231                          XSD    266K 
103: ZIP         XBRL Zipped Folder -- 0001498068-19-000060-xbrl      Zip    711K  


‘R36’   —   Summary of Significant Accounting Policies (Policies)


This is an IDEA Financial Report.  [ Alternative Formats ]



 
v3.19.2
Summary of Significant Accounting Policies (Policies)
12 Months Ended
Accounting Policies [Abstract]  
Basis of Presentation and Consolidation
Basis of Presentation and Consolidation
 
The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). The Company's consolidated financial statements include the accounts of the Company, its wholly owned subsidiaries and variable interest entities that operate its clinics (“joint ventures”). For its joint ventures, the Company has determined that a majority voting interest and/or contractual rights granted to it provides the Company with the ability to direct the activities of these entities, and therefore the Company has determined that it is the primary beneficiary of these entities. Accordingly, the financial results of these joint ventures are fully consolidated into the Company’s operating results. The equity interests of the outside investors in the equity and results of operations of these consolidated entities are accounted for and presented as noncontrolling interests. All significant intercompany balances and transactions of the Company's wholly owned subsidiaries and joint ventures, including management fees from subsidiaries, are eliminated in consolidation.
Use of Estimates
Use of Estimates
 
The preparation of financial statements in conformity with U.S GAAP requires the use of estimates and assumptions that affect the reported amounts of revenues, expenses, assets, liabilities, and contingencies. Although actual results in subsequent periods will differ from these estimates, such estimates are developed based on the best information available to management and management’s best judgments at the time made. All significant assumptions and estimates underlying the reported amounts in the consolidated financial statements and accompanying notes are regularly reviewed and updated. Changes in estimates are reflected in the financial statements based upon ongoing actual experience, trends, or subsequent settlements and realizations, depending on the nature and predictability of the estimates and contingencies.
 
The most significant assumptions and estimates underlying these financial statements and accompanying notes involve revenue recognition and provisions for uncollectible accounts, impairments and valuation adjustments, the useful lives of property and equipment, fair value measurements, accounting for income taxes, acquisition accounting valuation estimates, commitments and contingencies and stock‑based compensation. Specific risks and contingencies related to these estimates are further addressed within the notes to the consolidated financial statements.
Segment Information
Segment Information
 
Accounting pronouncements establish standards for the manner in which public companies report information about operating segments in annual and interim financial statements. Operating segments are identified as components of an enterprise for which separate discrete financial information is evaluated regularly by the chief operating decision‑maker in making decisions about how to allocate resources and assess performance. Based on its operating management and financial reporting structure, the Company has determined that it is operating as one reportable business segment, the ownership and operation of dialysis clinics, all of which are located in the United States.
Net Patient Service Operating Revenues and Accounts Receivable
Net Patient Service Operating Revenues and Accounts Receivable
 
The major component of the Company's revenues is derived from dialysis treatments and related services. Sources of payment of revenues are principally from government-based programs, including Medicare, Medicaid and state workers' compensation programs, commercial insurance payors and other sources such as the U.S. Department of Veterans Affairs (the “VA”), hospitals as well as patient self-pay. Net patient service operating revenues are reported at the amounts that reflect the consideration to which the Company expects to be entitled in exchange for providing dialysis treatments and related services. Amounts may include variable consideration for discounts, price concessions and retroactive revenue adjustments due to new information obtained, such as actual payment receipt, as well as settlement of audits, reviews and investigations. Third-party payors, patients and other payors are generally billed at least monthly, typically in the month the dialysis treatment is performed, and payment is due upon receipt.

A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is defined as the unit of account under ASC 606, Revenue from Contracts with Customers. The Company has determined that one performance obligation exists, a single dialysis treatment, which is satisfied over time as a dialysis treatment is provided. While the Company provides patients with other related services, they are considered a bundle of interrelated services with dialysis treatment as the primary service. Revenue is measured using the output method, which is based upon the delivery of a dialysis treatment to the patient. The Company believes that this method reflects the satisfaction of the performance obligation. All performance obligations are satisfied at the end of each reporting period.

The Company maintains a usual and customary fee schedule for dialysis treatment and other related services. However, the transaction price is typically recorded at a discount to the fee schedule. The transaction prices for Medicare and Medicaid programs are based on predetermined net realizable rates per treatment that are established by statutes or regulations. For Medicare programs, the Company receives 80% of the payment directly from Medicare as established under the government’s bundled payment system. The transaction prices for contracted payors are based on contracted rates. For other payors, the Company determines the transaction price based on usual and customary rates for services provided, reduced by contractual adjustments provided to third-party payors, discounts provided to uninsured patients in accordance with the Company’s policy, and/or implicit price concessions. The Company determines its estimate of implicit price concessions based on its historical collection experience with each payor, and where no prior experience exists, it considers information from the patient's health plan. Amounts billed that have not yet been collected and that meet the conditions for unconditional right to payment are presented as net accounts receivable.

Contractual adjustments result from differences between the rates charged for services performed and expected reimbursements from third-party payors. Contractual adjustments and discounts with third-party payors are considered variable consideration and are included in the determination of the estimated transaction price for providing patient care. In assessing the probability of these claim payments, the Company considers previous payment history when recording a reserve, generally at the patient level, that results in an estimate of expected revenue such that it is probable that a significant revenue reversal will not occur in future periods.

There are significant challenges associated with estimating revenue, with certain transactions taking several years to resolve. Estimates are subject to ongoing insurance coverage changes, geographic coverage differences, differing interpretations of contract coverage and other payor issues, as well as other issues including determining applicable primary and secondary coverage, changes in patient coverage and coordination of benefits. As these estimates are refined over time, both positive and negative adjustments to revenue are recognized in the current period.

Settlements with third-party payors for retroactive adjustments due to audits, reviews or investigations are considered variable consideration and are included in the determination of the estimated transaction price for providing dialysis treatments and related services. These settlements are estimated based on the terms of the payment agreement with the payor, correspondence from the payor and the Company’s historical settlement activity, including an assessment to ensure that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty periods end and as adjustments become known (i.e., new information becomes available), or as years are settled or are no longer subject to such audits, reviews and investigations.

The Company recorded $5,521 of revenue during the year ended December 31, 2018 related to adjustments arising from a change in the transaction price in instances where the performance obligation was satisfied in a previous period related to a payor. Excluding the impact of this payor, adjustments arising from a change in the transaction price in instances where the performance obligation was satisfied in a previous period, were immaterial for the year ended December 31, 2018. These changes in transaction price are mostly attributable to an adjustment for balances with non-contracted payors. When the Company obtains new information, such as actual cash receipts, it adjusts the estimated transaction price.
Contingencies
Contingencies
 
The Company and its subsidiaries are defendants in various legal actions in the normal course of business and legal actions relating the restatement of previously issued consolidated financial statements as described in “Note 3 - Restatement of Consolidated Financial Statements.” The Company records a liability when it believes that it is probable that a loss has been incurred, and the amount can be reasonably estimated. If it determines that a loss is reasonably possible and the loss or range of loss can be estimated, the Company discloses the possible loss in the Notes to the Consolidated Financial Statements.
 
The Company evaluates, on a quarterly basis, developments in its legal matters that could affect the amount of liability that has been previously accrued, and the matters and related reasonably possible losses disclosed, and make adjustments and changes to its disclosures as appropriate. Significant judgment is required to determine both likelihood of there being and the estimated amount of a loss related to such matters. Until the final resolution of such matters, there may be an exposure to loss in excess of the amount recorded, and such amounts could be material. Should any of the Company's estimates and assumptions change or prove to have been incorrect, it could have a material impact on its business, consolidated financial position, results of operations, or cash flows.
Fair Value Measurements
Fair Value Measurements
 
The Company estimates the fair value of certain assets, liabilities and noncontrolling interests subject to put provisions based upon certain valuation techniques that include observable or unobservable inputs and assumptions that market participants would use in valuing these assets, liabilities and noncontrolling interests. The Company also has classified certain assets, liabilities and noncontrolling interests subject to put provisions that are measured at fair value into the appropriate fair value hierarchy levels. The determination of the fair value of these assets and liabilities is a critical accounting estimate that involves significant judgments and assumptions and may not be indicative of the actual values at which these assets could be sold to a third party or at which these obligations could be settled.
Inventories
Inventories
 
Inventories are stated at the lower of cost (first‑in, first‑out method) or market, and consist principally of pharmaceuticals and dialysis‑related consumable supplies.
Property and Equipment
Property and Equipment
 
We account for property and equipment at cost less accumulated depreciation and amortization. Depreciation is being recorded over the remaining useful lives. Property and equipment acquired as part of an acquisition are recorded at fair value and other purchases are stated at cost with depreciation calculated using the straight‑line method over their estimated useful lives as follows:
 
Buildings
39 years
Leasehold improvements
Shorter of lease term or useful lives
Equipment and information systems
3 to 10 years

 
Upon retirement or sale, the cost and related accumulated depreciation are removed from the accounts, and any resulting gain or loss is credited or charged to income. Maintenance and repairs are charged to expense as incurred. Included in construction in progress are amounts expended for leasehold improvement costs incurred for new dialysis clinics and clinic expansions, in each case, that are not in service as of December 31 of the applicable year.
Amortizable Intangible Assets
Amortizable Intangible Assets
 
Amortizable intangible assets include noncompete agreements, certificates of need and right of first refusal waivers. Each of these assets is amortized on a straight‑line basis over the term of the agreement, which is generally 5 to 10 years.

Identified Non Amortizable Intangible Assets and Goodwill
Identified Non‑Amortizable Intangible Assets and Goodwill
 
Goodwill represents the excess cost of a business acquisition over the fair value of the net assets acquired. Indefinite‑life identifiable intangible assets consist primarily of trademarks are considered indefinite when they are expected to generate cash flows indefinitely. Goodwill and indefinite‑life identifiable intangible assets are not amortized but are tested for impairment at least annually. The Company performs its annual review in the fourth quarter of each year, or more frequently if indicators of potential impairment exist, to determine if the carrying value of the recorded goodwill or indefinite lived intangible assets is greater than the fair value, indicating impairment. If an asset is impaired, the difference between the carrying value of the asset reflected on the financial statements and its current fair value is recognized as an expense in the period in which the impairment occurs.
 
The Company elected to early adopt Accounting Standards Update (“ASU”) 2017-04, Intangibles - Goodwill and Other (Topic 350) - Simplifying the Test for Goodwill Impairment, effective as of the annual review performed in the fourth quarter of 2017. The new guidance removes the requirement to perform a hypothetical purchase price allocation to measure goodwill impairment (Step 2). Under the new guidance, a goodwill impairment is calculated as the amount by which a reporting unit’s carrying value exceeds its fair value.

The Company has determined it has one reporting unit for goodwill impairment testing purposes as it aggregated its dialysis clinics due to their similar operations components and economic characteristics of the Company.

Each annual reporting period, the Company can elect to initially perform a qualitative assessment to determine whether it is necessary to perform the quantitative goodwill impairment test. If the Company believes, as a result of its qualitative assessment, that it is not more likely than not that the fair value of the reporting unit is less than its carrying amount, then the quantitative goodwill impairment test is unnecessary.

If the Company elects to bypass the qualitative assessment option, or if potential impairment circumstances are considered to exist, the Company will perform the quantitative goodwill impairment test. The Company performs the quantitative goodwill impairment test using a discounted cash flow analysis, comparing the fair value with the carrying amount of the reporting unit. Such analysis is based on macro-economic factors and research, current financial information such as current results of operations and balance sheets, and projected financial results, which include only anticipated growth from current operations. The weighted average cost of capital method is used to determine the discount rate and the Gordon Growth Model is used to determine the residual value necessary for the discounted cash flow method. Changes in the estimates or assumptions used in these models could impact the results of the valuations. 

If the carrying amount of the reporting unit exceeds its fair value, the Company would record the difference as an impairment loss as an expense in the period in which the impairment occurred. The carrying value of goodwill included on the Company's consolidated balance sheet as of the annual impairment test date of October 1, 2018 was $571,339. The Company’s quantitative impairment test performed for goodwill in 2018 indicated that no impairment charge was necessary for the year ended December 31, 2018. Based on similar assessments and tests performed in the years ended December 31, 2017, and 2016, no impairment was identified for those respective years.

The impairment test for indefinite-lived intangibles other than goodwill consists of a comparison of the fair value of the indefinite-lived intangible asset to the carrying value of the asset as of the impairment testing date. The Company estimates the fair value of its indefinite-lived intangibles using a discounted cash flow model based on its best estimate of amounts and timing of future revenues and cash flows and its most recent business and strategic plans, and compares the estimated fair value to the carrying value of the asset. For its 2018 impairment assessment, which occurred as of October 1, 2018, the Company performed quantitative assessments for all indefinite‑lived intangible assets.
Impairment of Long-Lived Assets
Impairment of Long‑Lived Assets
 
Long‑lived assets include property and equipment and finite‑lived intangibles. In the event that facts and circumstances indicate that these assets may be impaired, an evaluation of recoverability at the lowest asset group level would be performed. If an evaluation is required, the estimated future undiscounted cash flows associated with the asset would be compared to the asset’s carrying amount to determine if a write‑down to fair value is required. The lowest level for which identifiable cash flows exist is the operating clinic level.
Assets Held for Sale
Assets Held for Sale
 
The Company classifies its long-lived assets to be sold as held for sale in the period (i) it has approved and committed to a plan to sell the asset, (ii) the asset is available for immediate sale in its present condition, (iii) an active program to locate a buyer and other actions required to sell the asset have been initiated, (iv) the sale of the asset is probable, (v) the asset is being actively marketed for sale at a price that is reasonable in relation to its current fair value and (vi) it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. The Company initially measures a long-lived asset that is classified as held for sale at the lower of its carrying value or fair value less any costs to sell. Any loss resulting from this measurement is recognized in the period in which the held for sale criteria are met. Conversely, gains are not recognized on the sale of a long-lived asset until the date of sale. Upon designation as an asset held for sale, the Company stops recording depreciation expense on the asset. The Company assesses the fair value of a long-lived asset less any costs to sell at each reporting period and until the asset is no longer classified as held for sale.
Income Taxes
Income Taxes
 
The Company accounts for income taxes under the liability approach. Under this approach, deferred tax assets and liabilities are recognized based upon temporary differences between the financial statement and tax bases of assets and liabilities, as measured by the enacted tax rates, which will be in effect when these differences reverse. Deferred tax expense or benefit is the result of changes in deferred tax assets and liabilities between reporting periods. A valuation allowance is established when, based on an evaluation of objectively verifiable evidence, there is a likelihood that some portion or all of the deferred tax assets will not be realized.
 
The Company is not taxed on the share of pre‑tax income attributable to noncontrolling interests, and net income attributable to noncontrolling interests in its consolidated financial statements has not been presented net of income taxes attributable to these noncontrolling interests. Therefore, the Company’s income tax provision (benefit) relates to its share of pre‑tax income (losses) from its ownership interest in its subsidiaries as these entities are pass‑through entities for tax purposes.
 
The Company recognizes a tax position in its financial statements when that tax position, based upon its technical merits, is more likely than not to be sustained upon examination by the relevant taxing authority. Once the recognition threshold is met, the tax position is then measured to determine the actual amount of benefit to recognize in the financial statements. In addition, the recognition threshold of more‑likely‑than‑not must continue to be met in each reporting period to support continued recognition of the tax benefit. Tax positions that previously failed to meet the more‑likely‑than‑not recognition threshold are recognized in the first financial reporting period in which that threshold is met. Previously recognized tax positions that no longer meet the more‑likely‑than‑not recognition threshold are derecognized in the financial reporting period in which that threshold is no longer met. The Company recognizes interest and penalties related to unrecorded tax positions in its income tax expense.
Noncontrolling Interests
Noncontrolling Interests
 
The Company owns a controlling interest in the majority of its clinics as of December 31, 2018, and its joint venture partners own the remaining noncontrolling interests. The Company is required to treat noncontrolling interests (other than noncontrolling interests subject to put provisions) as a separate component of equity, but apart from its own equity, and not as a liability or other item outside of equity. The Company is also required to present separately consolidated net income (loss) attributable to ARA and to noncontrolling interests on the face of the consolidated statement of income. In addition, changes in the Company's ownership interest while it retains a controlling financial interest are prospectively accounted for as equity transactions. The Company is also required to expand disclosures in the financial statements to include a reconciliation of the beginning and ending balances of the equity attributable to the Company and the noncontrolling owners and a schedule showing the effects of changes in the Company's ownership interest in a subsidiary on the equity attributable to the Company.

Further, the Company is also required to classify securities with redemption features that are not solely within the Company’s control, such as the Company’s noncontrolling interests that are subject to put provisions, outside of permanent equity. These noncontrolling interests subject to put provisions are recorded at the greater of the noncontrolling interest balance determined pursuant to ASC 810-10, Consolidation, or the redemption value. Changes in the fair value of noncontrolling interests subject to put provisions are accounted for as equity transactions. Changes in the redemption value over fair value are recognized as reductions of earnings available to shareholders of the Company. These put provisions, if exercised, would require the Company to purchase its nephrologist partners' interests at the appraised fair value or the redemption value as defined in the specific put provision. The Company estimates the fair value of the noncontrolling interests subject to these put provisions using the income, market and asset-based approaches. The fair value derived from the methods used is evaluated and weighted, as appropriate, considering the reasonableness of the range of values indicated. Under the income approach, fair value may be determined by utilizing a weighted average cost of capital to discou
Stock-Based Compensation
Stock‑Based Compensation
 
The Company measures and recognizes compensation expense for all share‑based payment awards based on estimated fair values at the date of grant. Determining the fair value of share‑based awards requires judgment in developing assumptions, which involve a number of variables. The Company estimates fair value by using a Monte Carlo simulation‑based approach for the portion of the option that contains both a market and performance condition and the Black‑Scholes valuation model for the portion of the option that contains a performance or a service‑based condition. The fair value of restricted stock awards is equal to the closing sale price of the Company’s common stock on the date of grant.

Key inputs used to estimate the fair value of stock options include the exercise price of the award, the expected term of the option, the expected volatility of the common stock over the option’s expected term, the risk‑free interest rate over the option’s expected term and the Company’s expected annual dividend yield. Since the Company has limited history as a public company and does not yet have sufficient trading history for the Company's common stock, the expected volatility was largely estimated based on the historical equity volatility of common stock of comparable publicly traded entities over a period equal to the expected term of the stock option grants. For each of the comparable publicly traded entities, the historical equity volatility and the capital structure of the entity were used to calculate the implied stock volatility. The average implied stock volatility of the comparable publicly traded entities was then used to calculate a relevered equity volatility for the Company based on the Company’s own capital structure. Beginning in the second quarter of 2018, the Company began weighting in its own historical equity volatility to arrive at the concluded weighted-average equity volatility for the option valuation model. The comparable entities from the healthcare sector were chosen based on area of specialty. The Company will continue to apply this process until it believes a sufficient amount of historical information regarding the volatility of its own stock price becomes available. Stock‑based compensation expense for performance or service‑based stock awards is recognized over the requisite service period using the straight‑line method, which is generally the vesting period of the equity award, and is adjusted each period for actual forfeitures. The Company adopted the provision of ASU 2016-9, Compensation – Stock Compensation (Topic 718) – Improvements to Employee Share-Based Payment Accounting as of July 1, 2016.  Upon early adoption, the Company elected to change its accounting policy to recognize forfeitures as they occur.  The change was applied on a modified retrospective basis.  See “Note 19 - Stock-Based Compensation” for additional discussion. For market and performance awards whose vesting is contingent upon a specified event, the Company recognizes stock compensation expense over the derived service period.
Interest Rate Swap and Cap Agreements
Interest Rate Swap and Cap Agreements
 
The Company holds a combination of interest rate caps and a forward interest rate swap as a means of hedging its exposure to and volatility from variable‑based interest rate changes as part of its overall interest rate risk management strategy. The agreements have the economic effect of converting the LIBOR variable component of the Company’s interest rate to a fixed rate. These agreements are designated as cash flow hedges, and as a result, hedge‑effective gains or losses resulting from changes in fair values of these instruments are reported in other comprehensive income until such time as each swap or cap is realized, at which time the amounts are reclassified to other income (expense). The instruments are perfectly effective. In the event the critical terms of the agreements no longer match the Company's exposure, the Company will measure the ineffectiveness, and record those cumulative measurements in the noncash component of interest expense. Net amounts paid or received for each swap or cap that has settled has been reflected as adjustments to interest expense. These instruments do not contain credit risk contingent features.
Recent Accounting Pronouncements
Recent Accounting Pronouncements
 
In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement. This amendment modifies the disclosure requirements for assets and liabilities measured at fair value. The requirements to disclose the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, the policy for timing of transfers between levels and the valuation processes for Level 3 fair value measurements have all been removed. However, the changes in unrealized gains and losses included in other comprehensive income for recurring Level 3 fair value measurements held at the end of the reporting period must be disclosed along with the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements (or other quantitative information if it is more reasonable). This ASU is effective for annual and interim reporting periods beginning after December 15, 2019. The Company elected to early adopt ASU 2018-13 as of January 1, 2019 and it did not have material impact on its consolidated financial statements.

In February 2018, the FASB issued ASU 2018-02, Income Statement-Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. This amendment provides for the reclassification of the effect of remeasuring deferred tax balances related to items within accumulated other comprehensive income (“AOCI”) to retained earnings resulting from the Tax Cuts and Jobs Act of 2017. For public business entities, the ASU is effective for fiscal years beginning after December 15, 2018, and interim periods within those years, with early adoption permitted. Adoption of this ASU is to be applied either in the period of adoption or retrospectively to each period in which the effect of the change in the tax laws or rates were recognized. The Company elected to early adopt ASU 2018-02 during the first quarter of 2018, and elected to reclassify the income tax effects from the Tax Cuts and Jobs Act of 2017 from AOCI to retained earnings. The reclassification decreased AOCI and increased retained earnings by $214 as of January 1, 2018.

In August 2017, the FASB issued ASU 2017-12,  Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities, which amends and simplifies existing guidance in order to allow companies to more accurately present the economic effects of risk management activities in the financial statements. For public business entities, the ASU is effective for fiscal years beginning after December 15, 2018, and interim periods therein; however, early adoption by all entities is permitted. The Company adopted ASU 2017-12 as of January 1, 2019 and it did not have a material impact on its consolidated financial statements.
In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) – Leases: Amendments to the FASB Accounting Standards Codification. The amendments are expected to increase transparency and comparability by recognizing lease assets and liabilities of lessees on the balance sheet and disclosing key information about leasing arrangements in the financial statements. Since February 2016, the FASB has issued additional updates to serve as targeted improvements to the original standard update. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early application is permitted for all organizations. The Company adopted ASU 2016-02 effective January 1, 2019 and elected not to recast comparative periods presented. The Company has engaged a professional services firm and has implemented lease accounting systems to assist in the implementation of ASU 2016-02. The Company elected the package of practical expedients permitted under the transition guidance within the new standard, which eliminates the reassessment of past leases, classification and initial direct costs.

The standard will add approximately $138,000 and $149,000 in right of use assets and lease liabilities, respectively, to the Company's consolidated balance sheet as of January 1, 2019 for certain leases currently accounted for as operating leases. The difference in right of use assets and lease liabilities is driven principally by the pre-existing deferred rent balance that was reclassified as a component of the right-of-use asset upon adoption. The Company does not believe the standard will materially affect its Consolidated Statements of Operations or Consolidated Statements of Cash Flows and does not expect any impact on compliance with the Company's debt covenants, as described in Note 15 - Debt.”
 
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASC 606”), which requires companies to recognize revenue when a customer obtains control rather than when companies have transferred substantially all risks and rewards of a good or service. Since May 2014, the FASB has issued additional updates to serve as clarification to the original standard update. The standard also requires entities to enhance disclosures about the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers.
 
The Company adopted ASU 2014-09 on January 1, 2018, using the modified retrospective transition method. Under this method, the Company assessed the recognition of revenue for open contracts during the transition period and there was no adjustment to the opening balance of retained earnings at January 1, 2018. The comparative information has not been restated and continues to be reported under the accounting standards in effect for that period. Additionally, the Company elected the practical expedient that allows the recognition of revenue with each dialysis treatment, as that is when the Company has the right to invoice.

The adoption of ASU 2014-09 did not have a material impact to the timing of revenue recognition; however, a majority of the provision for uncollectible accounts is now recognized as a direct reduction to revenues, instead of separately as a deduction to arrive at net revenue. Any amount of the provision for uncollectible accounts meeting the definition of an impaired asset is included in Patient care costs after the adoption of the new accounting standard.

As a result of the Company’s election to apply ASU 2014-09 only to contracts not substantially completed as of January 1, 2018, the Company continues to maintain an allowance for doubtful accounts related to performance obligations satisfied prior to the adoption of the accounting standards. Changes to this allowance for doubtful accounts, other than write-offs of uncollectible accounts, are recorded through the provision for uncollectible accounts in accordance with prior accounting standards.

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing    Date    Other Filings
12/15/19
Filed as of:9/5/1910-Q,  8-K
Filed on:9/4/1910-Q
1/1/19
For Period end:12/31/18NT 10-K
12/15/18
10/1/18
1/1/18
12/31/1710-K
7/1/168-K
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Filing Submission 0001498068-19-000060   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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