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

The table below reflects the activity related to the acquisitions and dispositions of our animal hospitals and laboratories during the nine months ended September 30, 2014 and 2013, respectively:

 
Nine Months Ended
September 30,
 
2014
 
2013
Animal Hospitals:
 
 
 
Acquisitions
23

 
14

Acquisitions, merged
(4
)
 
(2
)
Sold, closed or merged
(6
)
 
(15
)
Net increase (decrease)
13

 
(3
)
 
 
 
 
Laboratories:
 
 
 
Acquisitions
—

 
1

Created
3

 
—

Net increase
3

 
1


Animal Hospital Acquisitions
The purchase price allocations for the acquisitions in the table below are preliminary. However, adjustments, if any, are not expected to be material. The measurement periods for purchase price allocations do not exceed 12 months from the acquisition date. The following table summarizes the aggregate consideration for our independent animal hospitals acquired during the nine months ended September 30, 2014 and 2013, respectively, (in thousands):

 
Nine Months Ended
September 30,
 
2014
 
2013
Consideration:
 
 
 
  Cash, net of cash acquired
$
46,948

 
$
39,640

  Assumed debt
4,160

 
2,360

  Holdbacks
1,400

 
892

  Earn-out contingent consideration
721

 
1,120

      Fair value of total consideration transferred
$
53,229

 
$
44,012

 
 
 
 
Allocation of the Purchase Price:
 
 
 
  Tangible assets
$
2,317

 
$
13,494

  Identifiable intangible assets
8,176

 
12,774

  Goodwill (1)
46,502

 
32,557

  Other liabilities assumed
(47
)
 
(9,407
)
      Fair value of assets acquired
$
56,948

 
$
49,418

Noncontrolling interest
(1,705
)
 
(5,406
)
Fair value of pre-existing investment
(2,014
)
 
—

Total
$
53,229

 
$
44,012


____________________________

4.
Acquisitions, continued

(1)  
We expect that $36.6 million and $12.9 million of the goodwill recorded for these acquisitions, as of September 30, 2014 and 2013, respectively, will be fully deductible for income tax purposes.

In addition to the purchase price listed above, we made cash payments for real estate acquired in connection with our purchase of animal hospitals totaling $3.3 million for the nine months ended September 30, 2014. There were $1.2 million in cash payments made for real estate for the nine months ended September 30, 2013.
Camp Bow Wow
On August 15, 2014, we acquired D.O.G. Enterprises, LLC for $17.0 million with up to an additional $3.0 million that may be earned over the next three years. Camp Bow Wow primarily operates and franchises a premier provider of pet services including dog day care, overnight boarding, grooming and other ancillary services at specially designed pet care facilities, principally under the trademark Camp Bow Wow®.  As of September 30, 2014, there were 125 Camp Bow Wow® franchise locations operating in 37 states and one Canadian province. 

The following table summarizes the preliminary purchase price allocation (in thousands):

Consideration:
 
  Cash, net of cash acquired
$
15,174

  Assumed debt
323

  Holdbacks
1,500

  Earn-out contingent consideration
1,810

      Fair value of total consideration transferred
$
18,807

 
 
Allocation of the Purchase Price:
 
  Tangible assets
$
942

  Identifiable intangible assets
12,080

  Goodwill (1)
6,669

  Other liabilities assumed
(884
)
Total
$
18,807


____________________________

(1)  
As of September 30, 2014, we expect that the full amount of goodwill recorded for this acquisition will be deductible for income tax purposes.

The purchase price allocation for Camp Bow Wow is preliminary and is pending the completion of tangible and intangible asset valuations.