Business Acquisitions

12 Months Ended

Dec. 31, 2013

Business Combinations [Abstract]

Business Acquisitions

6.    Business Acquisitions:

During 2013, the Company completed the acquisition of 11 physician group practices for total consideration of $250.1 million, consisting of $236.7 million in cash and $13.4 million of contingent consideration. In connection with these acquisitions, the Company recorded goodwill of approximately $228.6 million, other intangible assets consisting primarily of physician and hospital agreements of approximately $29.6 million, and other liabilities of approximately $8.1 million. These acquisitions expand the Company’s national network of physician practices. The Company expects to improve the results of these physician practices through improved managed care contracting, improved collections, identification of growth initiatives, as well as, operating and cost savings based upon the significant infrastructure it has developed.

The contingent consideration of $13.4 million recorded during 2013 is related to agreements to pay additional amounts based on the achievement of certain performance measures for up to five years ending after the acquisition dates. The accrued contingent consideration for each acquisition was recorded at acquisition-date fair value using the income approach with assumed discount rates ranging from 2.5% to 4.0% over the applicable terms and an assumed payment probability of 100% for each of the applicable years. The range of the undiscounted amount the Company could pay under the contingent consideration agreements that were recorded with a fair value of $13.4 million is between $0 and $14.6 million. In addition, during 2013, the Company recorded an increase of $2.7 million related to the change in the fair value of a contingent consideration agreement for which the probability of the achievement of certain performance measures was initially deemed to be remote, resulting in no contingent consideration being recorded at the time of acquisition. The Company also recorded a decrease of $0.9 million related to the change in fair value of certain contingent consideration agreements for which the performance measures will not be met. The net change in fair value of contingent consideration of $1.8 million was recorded within operating expenses.

During 2013, the Company paid approximately $13.0 million for contingent consideration related to certain prior-period acquisitions, all of which was accrued as of December 31, 2012. In connection with a prior-period acquisition, the Company also recorded other assets of $0.5 million during the twelve months ended December 31, 2013.

During 2012, the Company completed the acquisition of 16 physician group practices for total consideration of $451.1 million, consisting of $436.4 million in cash and $14.7 million of contingent consideration. In connection with these acquisitions, the Company recorded goodwill of approximately $414.3 million, other intangible assets consisting primarily of physician and hospital agreements of approximately $48.2 million, fixed assets of approximately $0.6 million and other liabilities of approximately $12.0 million.

Certain purchase agreements for the Company’s practice acquisitions contain contingent consideration provisions based on volume and other performance measures over a three- to five-year period. Potential payments under these provisions are not contingent upon the future employment of the sellers. Under all contingent consideration provisions, payments of up to $45.4 million may be due through 2018, of which $43.0 million is accrued as of December 31, 2013 with the remainder representing accretion that will be recorded through the respective dates of payment.

The results of operations of the practices acquired in 2013 and 2012 have been included in the Company’s Consolidated Financial Statements from the dates of acquisition. The following unaudited pro forma information combines the consolidated results of operations of the Company on a GAAP basis and the acquisitions completed during 2013 and 2012, including adjustments for pro forma amortization and interest expense, as if the transactions had occurred on January 1, 2012 and January 1, 2011, respectively (in thousands, except per share data):

	Years Ended December 31,
	2013			2012
Net patient service revenue	$	2,235,170		$	2,165,561
Net income (1)		287,918			272,657
Net income per share (2):
Basic	$	2.90		$	2.80
Diluted	$	2.85		$	2.74
Weighted average shares (2):
Basic		99,112			97,386
Diluted		100,969			99,382
Effective tax rate (1):		37.44	%		37.94	%

(1) The comparison of net income is affected by the change in the effective tax rate. The effective tax rate was 37.44% for the year ended December 31, 2013 as compared to 37.94% for the year ended December 31, 2012.

(2) The comparison of net income per share is affected by the changes in the number of weighted average shares outstanding in each period. The basic and diluted weighted average shares outstanding for the year ended December 31, 2013 were 99.1 million and 101.0 million, respectively, as compared to 97.4 million and 99.4 million, respectively, for the year ended December 31, 2012.

The pro forma results do not necessarily represent results which would have occurred if the acquisitions had taken place at the beginning of the periods indicated, nor are they indicative of the results of future combined operations.