Contingent Consideration

9 Months Ended

Sep. 30, 2015

Business Combinations [Abstract]

Contingent Consideration

Contingent Consideration

In connection with certain of the Company’s acquisitions, contingent consideration is payable in cash or common stock upon the achievement of certain performance measures over future periods. The Company has recorded the acquisition date fair value of the contingent consideration liability as additional purchase price. The Company has recorded $24.3 million in contingent consideration at September 30, 2015 related to these arrangements. Any adjustments made to the fair value of the contingent consideration liability subsequent to the acquisition date will be recorded in the Company’s results of operations. During the three months ended September 30, 2015 and 2014, the Company recorded expense (income) of $0.7 million and $(1.6) million, respectively. During the nine months ended September 30, 2015 and 2014, the Company recorded expense (income) of $1.7 million and $(1.7) million, respectively.

As of September 30, 2015, the potential maximum contingent payments, excluding the amounts recorded in Due to seller which are currently payable, would be due as follows if all performance measures are achieved: 

	Cash		Common Stock		Total
2015	$	—	$	—	$	—
2016	27,086,640		51,442,614		78,529,254
2017	—		46,290,130		46,290,130
	$	27,086,640	$	97,732,744	$	124,819,384

If the performance measures required by the purchase agreements are not achieved, the Company may pay less than the maximum amounts presented in the table above, depending on the terms of the agreement. While the maximum potential payments shown in the table are $124.8 million, the Company estimates that the fair value of the payments that will be made is $24.3 million.