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ACQUISITIONS
3 Months Ended
Mar. 31, 2014
ACQUISITIONS  
ACQUISITIONS

NOTE E — ACQUISITIONS

 

During the three months ended March 31, 2014, the Company acquired seven companies, operating a total of 22 patient care clinics. The aggregate purchase price for these O&P businesses was $28.9 million. Of this aggregate purchase price, $9.3 million consisted of promissory notes, $0.4 million was made up of contingent consideration payable within the next two years and $19.1 million was paid in cash. The excess of purchase price over the aggregate fair value was recorded as goodwill. The Company preliminarily allocated the purchase price to the individual assets acquired and liabilities assumed, consisting of $2.6 million accounts receivable, $1.8 million inventory, $20.9 million of goodwill, $4.5 million of definite lived intangibles, $1.5 of indefinite lived intangibles, fixed assets and other assets of $1.4 million, and accounts payable and other liabilities of $3.8 million. The Company’s valuations are subject to adjustment as additional information is obtained. The value of the goodwill from these acquisitions can be attributed to a number of business factors including, but not limited to expected revenue and cash flow growth in future years. Contingent consideration is reported as other liabilities on the Company’s Consolidated Balance Sheet. The Company elected to treat all of these acquisitions as asset acquisitions for tax purposes resulting in all of the Q1 2014 recorded Goodwill as being amortizable for tax purposes. The expenses incurred related to these acquisitions were insignificant and were included in Other operating expenses on the Company’s Consolidated Statements of Income and Comprehensive Income.

 

During the three months ended March 31, 2013, the Company did not acquire any new O&P companies.

 

The results of operations for the acquisitions are included in the Company’s results of operations from the dates of acquisition. Pro forma results would not be materially different. In connection with contingent consideration agreements, the Company made payments of $0.4 million in the first three months of 2014 and $0.7 million in the same period 2013. As of March 31, 2014 the Company has accrued a total of $2.6 million related to contingent consideration provisions related to acquisitions made in prior periods.