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Business Acquisitions | 12 Months Ended
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Dec. 31, 2017
Business Combinations [Abstract] |
Business Acquisitions | 6. Business Acquisitions: During the year ended December 31, 2017, the Company completed 10 physician group practice acquisitions, including four radiology practices, two maternal-fetal medicine practices, one neonatology practice, one pediatric multi-specialty practice and two other pediatric subspecialty practices. The acquisition-date fair value of the total consideration for the 10 acquisitions was $554.0 million, net of cash acquired. Approximately $531.7 million was paid in cash, $2.7 million was paid by issuing 69,014 shares of the Company’s common stock, $18.6 million was recorded as a contingent consideration liability and $1.0 million was recorded as accrued purchase consideration within other current liabilities. These acquisitions expanded the Company’s national network of physician practices. The Company expects to improve the results of physician practices through improved managed care contracting, improved collections and identification of growth initiatives, as well as operating and cost savings based on the significant infrastructure it has developed. With respect to the Company’s acquisition of radiology physician practices, the Company believes that it brings a unique value proposition to radiology physician groups, in that the Company can provide not only practice support, but also teleradiology capabilities that can enhance a physician group’s efficiency, provide subspecialty access and help them grow, remain competitive and meet the ever increasing demands of their hospital partners, payors and regulatory bodies. In addition, the Company believes that radiology physician group practice physicians can complement the staffing needs for its teleradiology services business during certain times, such as nights and weekends, when such physicians are not providing services at their practices. The 69,014 shares of the Company’s common stock issued as a component of the purchase consideration for acquisitions completed during the first quarter and fourth quarter of 2017 had an acquisition-date fair value of $2.7 million. The fair value of such shares was determined using the closing price on the New York Stock Exchange of the Company’s common stock less a discount for lack of marketability on the respective dates of acquisition, reflecting a three year contractual restriction on the disposition or assignment of such common stock. The Company’s preliminary allocation of purchase price is as follows (in thousands):
Current assets |  | $ | 43,550 |
Property and equipment |  |  | 5,281 |
Other noncurrent assets |  |  | 52,611 |
Goodwill |  |  | 439,822 |
Other intangible assets |  |  | 39,414 |
Current liabilities |  |  | (5,674 | )
Other long-term liabilities |  |  | (21,086 | )
|  | $ | 553,918 |
The Company has recorded provisional amounts for deferred income taxes related to certain acquisitions completed during the year ended December 31, 2017. Any adjustments will be recorded during the measurement period and are not expected to be material. Current assets acquired and other noncurrent assets acquired include assets with a fair value of $23.5 million and $22.5 million, respectively, that are expected to be sold and contributed to a joint venture for an equity method investment in that joint venture, respectively, within the next twelve months. Accordingly, these assets are classified as held for sale. The contingent consideration of $18.6 million recorded during the year ended December 31, 2017 is related to an agreement to pay an additional cash amount based on the achievement of certain performance measures for the period through June 1, 2019. The accrued contingent consideration was recorded as a liability at acquisition-date fair value using the income approach with assumed discount rates ranging from 4.0% to 4.75% over the applicable terms and an assumed payment probability assessment over the applicable years. The range of the undiscounted amount the Company could pay under the contingent consideration agreement is between $0 and $20.0 million. In connection with this contingent consideration arrangement, the Company has designated $20.0 million as restricted cash in its Consolidated Balance Sheet. In addition, during the year ended December 31, 2017, the Company paid $6.2 million for contingent consideration related to certain prior-period acquisitions, of which all but the accretion recorded during 2017 was accrued as of December 31, 2016. In connection with certain prior period acquisitions, the Company recorded an increase in deferred tax liabilities of $0.5 million with a corresponding increase in goodwill of $0.5 million resulting from the finalization of income tax acquisition accounting. During the year ended December 31, 2016, the Company completed 15 acquisitions, of which 13 were physician group practices including eight anesthesiology practices, two other pediatric subspecialty practices, one neonatology practice, one maternal-fetal medicine practice and one pediatric cardiology practice. In addition, the Company acquired a third-party receivables company and a patient engagement software company as additions to its existing management services organization. The total consideration for the 15 acquisitions was $759.6 million, net of $15.0 million cash acquired, of which $756.1 million was paid in cash and $3.5 million was recorded as a contingent consideration liability. On March 31, 2017, the Company sold its 75% economic interest in a joint venture that was previously consolidated. The deconsolidation and removal of 100% of the carrying value of the joint venture’s net assets resulted in a gain on sale that was not material.

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- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI http://asc.fasb.org/topic&trid=2303972 + Details
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