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Acquisitions and Disposals | 3 Months Ended
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Mar. 31, 2023
Business Combination and Asset Acquisition [Abstract] |
Acquisitions and Disposals | Acquisitions and Disposals Acquisitions During the three months ended March 31, 2023: •The Company acquired a controlling interest in a surgical facility and a physician practice for aggregate cash consideration of $16.2 million, net of cash acquired, and non-cash consideration of $1.3 million, which consisted of a non-controlling interest in one of the Company's existing surgical facilities. In connection with these acquisitions, the Company preliminarily recognized non-controlling interests of $12.0 million and goodwill of $25.7 million. •The Company acquired a controlling interest in two surgical facilities which were previously accounted for as equity method investments for cash consideration of $24.5 million, net of cash acquired. As a result of these transactions, the Company obtained control of the previously non-controlled surgical facilities, resulting in the consolidation of the previously non-consolidated entities. The previously held non-controlling were remeasured and recorded at fair value as of the dates of the transactions. The fair value measurement utilizes Level 3 inputs, which includes unobservable data. The acquisition date fair value of the previously held non-controlling interests was $8.3 million. As a result of stepping up its ownership interest, the Company recognized a loss of $2.9 million included in net loss (gain) on disposals, consolidations and deconsolidations in the condensed consolidated statements of operations for the three months ended March 31, 2023. The net loss was determined based on the difference between the fair value of the Company's previously held non-controlling interests in the entities and the carrying values immediately prior to the transactions. In connection with the acquisitions, the Company preliminarily recognized non-controlling interests of $34.2 million and goodwill of $65.6 million. •The Company acquired non-controlling interests in an existing surgical facility and an in-development de novo surgical facility for an aggregate cash purchase price of $12.4 million, of which $2.8 million was deferred and will be paid in April 2023. The non-controlling interests were accounted for as equity method investments and recorded as a component of investments in and advances to affiliates in the accompanying condensed consolidated balance sheets. In April 2023, the Company obtained control of an existing non-controlled surgical facility due to an amendment to the facility operating agreement, resulting in the consolidation of the previously non-consolidated entity. During the three months ended March 31, 2022, the Company acquired a controlling interest in two surgical facilities, one of which was merged into an existing surgical facility, for aggregate cash consideration of $31.1 million, net of cash acquired, and non-cash consideration of $2.6 million. In connection with the acquisitions, the Company preliminarily recognized non-controlling interests of $10.6 million and goodwill of $42.7 million. During the three months ended March 31, 2023, no significant changes were made to the purchase price allocation of assets and liabilities, existing at the date of acquisition, related to individual acquisitions completed in 2022. Disposals During the three months ended March 31, 2023, the Company sold its interests in a surgical facility for a cash sales price of $8.8 million, a portion of which was held in escrow pursuant to the purchase agreement. In connection with the sale, the Company recognized a pre-tax gain of $0.2 million included in net loss (gain) on disposals, consolidations and deconsolidations in the condensed consolidated statements of operations for the three months ended March 31, 2023. During the three months ended March 31, 2022: •The Company sold its interests in a surgical facility, which was previously accounted for as an equity method investment, for net cash proceeds of $11.5 million, and recognized a pre-tax loss of $0.4 million included in loss (gain) on disposals and consolidations, net in the condensed consolidated statements of operations for the three months ended March 31, 2022. •The Company contributed its interests in two surgical facilities as non-cash consideration for non-controlling interests in two new separate entities. As a result of these transactions, the Company lost control of the previously controlled surgical facilities but retains a non-controlling interest in each, resulting in the deconsolidation of the previously consolidated entities. The remaining non-controlling interests were accounted for as equity method investments, and initially measured and recorded at fair value as of the dates of the transactions. The fair value measurement utilizes Level 3 inputs, which includes unobservable data, to measure the fair value of the retained non-controlling interests. The fair value determination was based on a combination of multiple valuation methods, which included discounted cash flow and market value approach, which incorporates estimates of future earnings and market valuation multiples for certain guideline companies. The fair value of the investments of $9.8 million was recorded as a component of investments in and advances to affiliates in the accompanying condensed consolidated balance sheets. Further, based on the valuation, the transactions resulted in a pretax net loss on deconsolidations of $5.6 million, which is included in net loss (gain) on disposals, consolidations and deconsolidations in the accompanying condensed consolidated statement of operations for the three months ended March 31, 2022. The gains were determined based on the difference between the fair value of the Company's retained interests in the entities and the carrying values of both the tangible and intangible assets of the entities immediately prior to the transactions.

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- Definition The 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. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 205 -SubTopic 20 -URI https://asc.fasb.org/subtopic&trid=2122178 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI https://asc.fasb.org/topic&trid=2303972 + Details
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