Acquisitions

The Company accounts for its business combinations under the fundamental requirements of the acquisition method of accounting and under the premise that an acquirer be identified for each business combination. The acquirer is the entity that obtains control of one or more businesses in the business combination and the acquisition date is the date the acquirer achieves control. The assets acquired, liabilities assumed and any noncontrolling interests in the acquired business at the acquisition date are recognized at their fair values as of that date, and the direct costs incurred in connection with the business combination are recorded and expensed separately from the business combination. Acquisitions in which the Company is able to exert significant influence but does not have control are accounted for using the equity method.

Sheridan Acquisition

On July 16, 2014, the Company completed the acquisition of Sheridan in a cash and stock transaction. At closing, the Company paid approximately $2.1 billion in cash and issued 5,713,909 shares of its common stock to the former owners of Sheridan in exchange for all of the outstanding equity interests of Sheridan. The shares issued to Sheridan were valued at approximately $272.0 million based on the closing price of the Company's common stock on July 16, 2014. The acquisition of Sheridan enhances the growth profile and diversity of the Company focusing on complementary specialties across the healthcare continuum.

The accounting for the acquisition of Sheridan is expected to be completed during the second quarter of 2015. The Company continues to obtain information relative to the fair values of assets acquired, liabilities assumed and any noncontrolling interests in the transaction. Acquired assets and assumed liabilities include, but are not limited to, fixed assets, licenses, intangible assets and professional liabilities. The valuations are based on appraisal reports, discounted cash flow analyses, actuarial analyses or other appropriate valuation techniques to determine the fair value of the assets acquired or liabilities assumed.

Ambulatory Services Acquisitions

During each of the three months ended March 31, 2015 and 2014, the Company, through a wholly-owned subsidiary, acquired a controlling interest in one surgery center. The aggregate amount paid for the centers acquired and for settlement of purchase price payable obligations during the three months ended March 31, 2015 and 2014 was approximately $41.9 million and $5.0 million, respectively, and was paid in cash and funded by a combination of operating cash flow and borrowings under the Company’s revolving credit facility. The total fair value of an acquisition includes an amount allocated to goodwill, which results from the centers’ favorable reputations in their markets, their market positions and their ability to deliver quality care with high patient satisfaction consistent with the Company’s business model.

Physician Services Acquisitions

The Company completed the acquisition of three physician group practices in the three months ended March 31, 2015. The total consideration consisted of cash of $84.7 million, which was funded at closing through operating cash flow. As a result of certain acquisitions completed during the year ended December 31, 2014, the Company has agreed to pay as additional consideration, the exact amounts of which are contingent on the acquired entity achieving future performance metrics. As of March 31, 2015 and December 31, 2014, the Company had accrued $24.6 million and $20.7 million, respectively, as a component of accrued liabilities and other long-term liabilities in the accompanying consolidated balance sheets which represents management's estimate of the fair values of the contingent consideration. As of March 31, 2015, the Company estimates it may have to pay between $21.0 to $26.0 million in future contingent payments for acquisitions made prior to December 31, 2014 based upon the current projected financial performance or anticipated achievement of other targets of the acquired operations. The current estimate of future contingent payments could increase or decrease depending upon the actual performance of the acquisition over each respective measurement period. The acquisitions completed during the three months ended March 31, 2015 did not result in any contingent consideration.

The Company utilizes Level 3 inputs, which include unobservable data, to measure the fair value of the contingent consideration. The fair value was determined utilizing future forecasts of both earnings and other performance metrics which are expected to be achieved during the performance period, in accordance with each respective purchase agreement. In estimating the fair value, management developed various scenarios and weighted the probable outcome of each scenario using a range of expected probability specific to each agreement. Management utilized a market rate to discount the results of such analysis in order to record the present value of the expected future payout. The timing of the payments of the additional consideration varies by agreement but is expected to occur within one to three years from the date of acquisition.

Purchase Price Allocations

The acquisition date fair value of the total consideration transferred and acquisition date fair value of each major class of consideration for the acquisitions completed in the three months ended March 31, 2015 and 2014, including post acquisition date adjustments recorded to purchase price allocations, are as follows (in thousands):



	Three Months Ended March 31,
	2015 ⁽¹⁾			2014
Accounts receivable	$	11,355		$	417
Other current assets	4,091			81
Property and equipment	3,465			429
Goodwill	117,141			8,260
Intangible assets	44,663			—
Other long-term assets	35			—
Accounts payable	(1,023		)	(125		)
Other accrued liabilities	(6,774		)	(39		)
Deferred income taxes	(12,190		)	—
Other long-term liabilities	(4,301		)	—
Long-term debt	(735		)	—
Total fair value	155,727			9,023
Less: Fair value attributable to noncontrolling interests	23,649			3,985
Acquisition date fair value of total consideration transferred	$	132,078		$	5,038


(1)	Represents the preliminary allocation of fair value of acquired assets and liabilities associated with these acquisitions at March 31, 2015.

Fair value attributable to noncontrolling interests is based on significant inputs that are not observable in the market. Key inputs used to determine the fair value include financial multiples used in the purchase of noncontrolling interests primarily from acquisitions of centers. Such multiples, based on earnings, are used as a benchmark for the discount to be applied for the lack of control or marketability. The fair value of noncontrolling interests for acquisitions where the purchase price allocation is not finalized may be subject to adjustment as the Company completes its initial accounting for acquired intangible assets.

During the three months ended March 31, 2015, the Company incurred approximately $1.5 million of transaction costs. During the three months ended March 31, 2014, the transaction costs incurred by the Company were not significant.

Net revenue and net earnings included in the three months ended March 31, 2015 and 2014 associated with completed acquisitions are as follows (in thousands):



	Three Months Ended March 31,
	2015		2014
Net revenue	$	14,989	$	1,031

Net earnings	2,613		245
Less: Net earnings attributable to noncontrolling interests	761		151
Net earnings attributable to AmSurg Corp. common shareholders	$	1,852	$	94

The unaudited consolidated pro forma results for the three months ended March 31, 2015 and 2014, assuming all acquisitions completed prior to March 31, 2015 had been consummated on January 1, 2014, and all 2014 acquisitions had been consummated on January 1, 2013 are as follows (in thousands):



	Three Months Ended March 31,
	2015		2014
Net revenue	$	581,696	$	551,877
Net earnings	71,267		59,152
Amounts attributable to AmSurg Corp. common shareholders:
Net earnings	23,140		13,571
Net earnings per common share:
Basic	$	0.44	$	0.24
Diluted	$	0.44	$	0.24