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Business Acquisitions:
 9 Months Ended
Sep. 30, 2014
Business Combinations [Abstract]  
Business Acquisitions:
5. Business Acquisitions:

During the nine months ended September 30, 2014, the Company completed the acquisition of seven physician group practices, a complementary revenue cycle management company as well as a consulting services company for total consideration of $346.8 million, consisting of $346.1 million in cash and $0.7 million of contingent consideration.

The Company’s allocation of purchase price is as follows:

 

Current assets

    $ 11.8   

Property and equipment

      3.6   

Goodwill

      272.8   

Other intangible assets

      97.6   

Current liabilities

      (14.4 ) 

Deferred income tax liabilities – long-term

      (23.9 ) 

Other long-term liabilities

      (0.7 ) 
  

 

 

  
   $ 346.8   
  

 

 

  

The physician practice acquisitions expanded the Company’s national network of physician practices while the acquisitions of the complementary services businesses will function as support for the Company’s physician practices as well as outsourced service capabilities.

Other intangible assets consist primarily of customer relationships, physician and hospital agreements and trade names. The Company has not yet completed the process of determining the fair value of intangible assets acquired during the three months ended September 30, 2014 and has recorded provisional estimates for such assets. This valuation will be completed within the measurement period, and management does not believe the additional adjustments will be material. The Company expects that $108.6 million of the goodwill recorded during the nine months ended September 30, 2014 will be deductible for tax purposes.

The contingent consideration of $0.7 million recorded during the nine months ended September 30, 2014 is related to shares of common stock that will vest and an additional cash amount that will become payable in each case based on the achievement of certain performance measures for up to four years ending after the acquisition date. Approximately $0.7 million of the contingent consideration was recorded as equity with the remaining $41,000 recorded as a liability, both at acquisition-date fair value.

In addition, during the nine months ended September 30, 2014, the Company paid $13.4 million for contingent consideration related to certain prior-period acquisitions, of which all but the accretion recorded during 2014 was accrued as of December 31, 2013.

On June 1, 2014, the Company entered into two joint ventures. In connection with the joint venture in which it owns a 75% economic interest, the financial results of the joint venture are fully consolidated into the Company’s operating results and are not material to the Condensed Consolidated Financial Statements. In connection with the joint venture in which the Company owns a 37.5% economic interest, the Company completed a nonmonetary exchange of certain operations with a fair value of $7.7 million as contribution credit in the joint venture. The carrying value of the goodwill transferred of $7.2 million and the fixed assets transferred of $0.5 million approximated the fair value of the contribution to this joint venture, and accordingly no gain or loss was recognized on the transaction. The investment in this joint venture is included in other assets, net as presented in the Company’s Condensed Consolidated Balance Sheet.

The following unaudited pro forma information combines the consolidated results of operations of the Company on a GAAP basis and the acquisitions completed during 2014 and 2013, including adjustments for pro forma amortization and interest expense, as if the transactions had occurred on January 1, 2013 and January 1, 2012, respectively (in thousands, except for per share data):

 

     Nine Months Ended
September 30,		  
     2014      2013  

Net revenue

    $ 1,870,039       $ 1,799,726   

Net income

    $ 233,175       $ 217,019   

Net income per common share (1):

      

Basic

    $ 2.36       $ 2.19   

Diluted

    $ 2.33       $ 2.15   

Weighted average shares (1):

      

Basic

      98,791         99,022   

Diluted

      100,168         100,962   

 

(1)  The comparison of net income per share is affected by the change in the number of weighted average shares outstanding in each period. The basic and diluted weighted average shares outstanding for the nine months ended September 30, 2014 were 98.8 million and 100.2 million, respectively, as compared to 99.0 million and 101.0 million, respectively, for the nine months ended September 30, 2013.

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, nor are they indicative of the results of future combined operations.