Business Acquisitions
3 Months Ended
Mar. 31, 2015
Business Combinations [Abstract]  
Business Acquisitions
Business Acquisitions
For practice acquisitions, we recognize all of the assets acquired, liabilities assumed and any contingent consideration at the acquisition-date fair value and expense all transaction related costs.
During the three months ended March 31, 2015, we completed the acquisition of six hospitalist physician practices. In connection with these acquisitions, we recorded goodwill and other identifiable intangible assets consisting of physician and hospital agreements.
Goodwill represents the potential business synergy from the combined operations of our existing and acquired practices through an expanded national network of providers, improved managed care contracting, improved collections, identification of growth initiatives and cost savings based upon the significant infrastructure we have developed. Amounts recorded as goodwill and identifiable intangible assets with indefinite lives are not amortizable for GAAP financial reporting purposes but are amortized for tax purposes over 15 years.
In addition to the initial consideration paid at the close of each transaction, the asset purchase agreements for the six acquisitions completed during the three months ended March 31, 2015 provide for contingent consideration to be paid, which is generally based upon the achievement of certain operating results of the acquired practices as of certain measurement dates. These additional payments are not contingent upon the future employment of the sellers. The contingent consideration for the six acquisitions completed during the three months ended March 31, 2015 was recorded on a provisional basis pending completion of the valuation studies as of the acquisition dates.
We estimate the fair value of contingent consideration to be paid based on discounted projected earnings of the acquired practices as of certain measurement dates. The discount rate that we use consists of a risk-free U.S. Treasury bond yield plus a Company specific credit spread which we believe is acceptable by willing market participants.
The following table summarizes the total amounts recorded during the three months ended March 31, 2015 related to the acquisition of hospitalist practices (in thousands):
Acquired assets, net of assumed liabilities – paid and accrued:
 
Goodwill - current year transactions
$
21,088

Other intangible assets
114

Fixed Assets
7

Total acquired assets - current year
21,209

Goodwill - adjustment for prior year transactions
(283
)
 
20,926

Cash paid for acquisitions:
 
Current year transactions
(13,170
)
Contingent consideration
(699
)
Other - prior year transactions
(39
)
Total cash paid for acquisitions
(13,908
)
 
 
Change in accrued contingent consideration
4,379

Net change in payable for practice acquisitions
11,397

Payable for practice acquisitions, beginning of period
44,911

Payable for practice acquisitions, end of period
$
56,308