XML 73 R12.htm IDEA: XBRL DOCUMENT v2.4.0.8
Goodwill
9 Months Ended
Sep. 30, 2014
Goodwill

5. Goodwill

Changes in goodwill by reportable segments were as follows:

 

     Nine months ended September 30, 2014  
     U.S. dialysis and
related lab services
    HCP     Other-ancillary
services and
strategic initiatives
    Consolidated total  

Balance at December 31, 2013

   $ 5,469,473      $ 3,516,162      $ 227,339      $ 9,212,974   

Acquisitions

     85,779        48,548        12,072        146,399   

Divestitures

     (1,851     —          —          (1,851

Other adjustments

     —          (2,277     (10,604     (12,881
  

 

 

   

 

 

   

 

 

   

 

 

 

Balance at September 30, 2014

   $ 5,553,401      $ 3,562,433      $ 228,807      $ 9,344,641   
  

 

 

   

 

 

   

 

 

   

 

 

 

 

     Year ended December 31, 2013  
     U.S. dialysis and
related lab services
    HCP     Other-ancillary
services and
strategic initiatives
    Consolidated total  

Balance at December 31, 2012

   $ 5,309,152      $ 3,506,571      $ 137,027      $ 8,952,750   

Acquisitions

     163,037        17,833        90,397        271,267   

Divestitures

     (2,728     —         —         (2,728

Other adjustments

     12        (8,242     (85     (8,315
  

 

 

   

 

 

   

 

 

   

 

 

 

Balance at December 31, 2013

   $ 5,469,473      $ 3,516,162      $ 227,339      $ 9,212,974   
  

 

 

   

 

 

   

 

 

   

 

 

 

Each of the Company’s operating segments described in Note 16 to these condensed consolidated financial statements represents an individual reporting unit for goodwill impairment testing purposes, except that each sovereign jurisdiction within our international operations segments is considered a separate reporting unit.

 

Within the U.S. dialysis and related lab services operating segment, the Company considers each of its dialysis centers to constitute an individual business for which discrete financial information is available. However, since these dialysis centers have similar operating and economic characteristics, and the allocation of resources and significant investment decisions concerning these businesses are highly centralized and the benefits broadly distributed, the Company has aggregated these centers and deemed them to constitute a single reporting unit.

The Company has applied a similar aggregation to the HCP operations in each region, to the vascular access service centers in its vascular access services reporting unit, to the physician practices in its physician services reporting unit, and to the dialysis centers within each sovereign international jurisdiction. For the Company’s additional operating segments, no component below the operating segment level is considered a discrete business and therefore these operating segments directly constitute individual reporting units.

HCP’s current and expected future operating results have been eroded, primarily as a result of recent reductions in its Medicare Advantage reimbursement rates. As a result, the Company has determined that three of its HCP reporting units, HCP California, HCP Nevada and HCP New Mexico, are at risk of goodwill impairment. HCP California, HCP Nevada and HCP New Mexico have goodwill of $2,511,477, $517,618, and $72,130, respectively.

The Company’s preliminary valuations of these three businesses as of September 30, 2014, resulted in the estimated fair values of HCP California, HCP Nevada and HCP New Mexico exceeding their total carrying values by approximately 5.3%, 11.3% and 8.3%, respectively. Further reductions in HCP’s reimbursement rates or other significant adverse changes in its expected future cash flows or valuation assumptions could result in a goodwill impairment charge in the future.

For example, a sustained, long-term reduction of 3% in operating income for HCP California, HCP Nevada and HCP New Mexico could reduce their estimated fair values by up to 2.4%, 2.9% and 2.7%, respectively. Separately, an increase in their respective discount rates of 100 basis points could reduce the estimated fair values of HCP California, HCP Nevada and HCP New Mexico by up to 5.1%, 6.0% and 5.7%, respectively.

During the first nine months of 2014, the Company did not record any goodwill impairment charges. Except as described above, none of the goodwill associated with the Company’s various other reporting units was considered at risk of impairment as of September 30, 2014. Since the dates of the Company’s last annual goodwill impairment tests, there have been certain developments, events, changes in operating performance and other changes in key circumstances that have affected the Company’s businesses. However, these did not cause management to believe it is more likely than not that the fair value of any of its reporting units would be less than its carrying amount.