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Summary of Significant Accounting Policies Summary of Signigicant Accounting Policies (Policies) (Policies)
12 Months Ended
Dec. 31, 2012
Property, Plant and Equipment [Abstract]  
Goodwill and Intangible Assets, Intangible Assets, Policy [Policy Text Block]
.    Other Intangible Assets
In addition to goodwill, we have amortizable intangible assets at December 31, 2012 and 2011, as follows (in thousands):
 
 
2012
 
2011
 
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
Carrying
Amount
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
Carrying
Amount
Non-contractual customer relationships
 
$
110,404

 
$
(36,605
)
 
$
73,799

 
$
82,891

 
$
(21,147
)
 
$
61,744

Covenants not-to-compete
 
12,707

 
(7,357
)
 
5,350

 
13,035

 
(8,067
)
 
4,968

Favorable lease asset
 
7,228

 
(3,866
)
 
3,362

 
5,571

 
(3,210
)
 
2,361

Technology
 
6,588

 
(4,179
)
 
2,409

 
16,589

 
(2,342
)
 
14,247

Trademarks
 
12,494

 
(3,001
)
 
9,493

 
7,405

 
(1,686
)
 
5,719

Contracts
 
956

 
(570
)
 
386

 
3,500

 
(185
)
 
3,315

Client lists
 
50

 
(26
)
 
24

 
84

 
(35
)
 
49

Total
 
$
150,427

 
$
(55,604
)
 
$
94,823

 
$
129,075

 
$
(36,672
)
 
$
92,403



The recoverability of the carrying values of all intangible assets with finite lives is re-evaluated when events or changes in circumstances indicate an asset's value may be impaired. We perform a quarterly review of identified intangible assets to determine if facts and circumstances indicate that the useful life is shorter than we had originally estimated or that the carrying amount of assets may not be recoverable. If such facts and circumstances exist, we assess recoverability by comparing the projected undiscounted net cash flows associated with the related asset or group of assets over their remaining lives against their respective carrying amounts. Impairments, if any, are based on the excess of the carrying amount over the fair value of those assets. If the useful life is shorter than originally estimated, we accelerate the rate of amortization and amortize the remaining carrying value over the new shorter useful life.

Our October 31, 2012 impairment test indicated that we had a $22.9 million intangible asset impairment related to non-contractual customer relationships, technology, trademarks and contracts related to Vetstreet. Our determination in the current period that the fair value of the intangible assets was now less than it's carrying value was based upon changes in our estimate of forecasted cash flows related to changes in both our overall business strategy and the overall competitive environment as mentioned above. The fair values of the impaired intangibles were calculated utilizing valuation methods consisting primarily of discounted cash flow techniques, and market comparables, where applicable. The impairment is included under the caption "Impairment of goodwill and other long-lived assets" in our consolidated income statement.

VCA Antech, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
 
2.
Summary of Significant Accounting Policies, continued
 
Amortization is recognized on the straight-line method over the following estimated useful lives:
Non-contractual hospital customer relationships
  
5 years
Non-contractual laboratory customer relationships
  
5 to 25 years
All other non-contractual customer relationships
  
3 to 10 years
Covenants not-to-compete
  
2 to 25 years
Favorable lease asset
  
1 to 18 years
Technology
  
5 to 7 years
Trademarks
  
2 to 10 years
Contracts
  
6 years
Client lists
  
3 years

The following table summarizes our aggregate amortization expense related to other intangible assets (in thousands):
 
 
For the Years Ended December 31,
 
 
2012
 
2011
 
2010
Aggregate amortization expense
 
$
22,731

 
$
13,391

 
$
9,380


The estimated amortization expense related to intangible assets for each of the five succeeding years and thereafter at December 31, 2012 is as follows (in thousands):
2013
$
20,778

2014
18,378

2015
16,338

2016
13,196

2017
6,442

Thereafter
19,691

 
 
Total
$
94,823

 
 
Income Tax, Policy [Policy Text Block]
.    Income Taxes
We account for income taxes under the FASB’s accounting guidance on income taxes. In accordance with the guidance, we record deferred tax liabilities and deferred tax assets, which represent taxes to be recovered or settled in the future. We adjust our deferred tax assets and deferred tax liabilities to reflect changes in tax rates or other statutory tax provisions. We make judgments in assessing our ability to realize future benefits from our deferred tax assets, which include operating and capital loss carryforwards. As such, we have a valuation allowance to reduce our deferred tax assets for the portion we believe will not be realized. Changes in tax rates or other statutory provisions are recognized in the period the change occurs. We also assess differences between our probable tax bases and the as-filed tax bases of certain assets and liabilities.
We account for unrecognized tax benefits also in accordance with the FASB’s accounting guidance on income taxes which prescribe a minimum probability threshold that a tax position must meet before a financial statement benefit is recognized. The minimum threshold is defined as a tax position that is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation, based solely on the technical merits of the position. The tax benefit to be recognized is measured as the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement. We did not have any unrecognized tax benefits at December 31, 2012.
Receivables, Policy [Policy Text Block]
.    Notes Receivable
Notes receivable are financial instruments issued in the normal course of business and are not market traded. The amounts recorded approximate fair value and are shown net of valuation allowances. There were no valuation allowances recorded as of December 31, 2012 and December 31, 2011. The notes bear interest at rates varying from 3.9% to 8.0% per annum.
Deferred Charges, Policy [Policy Text Block]
.    Deferred Financing Costs
Deferred financing costs are amortized using the effective interest method over the life of the related debt. Accumulated amortization of deferred financing costs was $1.3 million and $482,000 at December 31, 2012 and 2011, respectively.
Fair Value of Financial Instruments and Concentration of Risk [Policy Text Block]
.    Fair Value of Financial Instruments and Concentration of Risk
The carrying amount reported in our consolidated balance sheets for cash, cash equivalents, trade accounts receivable, accounts payable and accrued liabilities approximates fair value because of the immediate or short-term maturity of these financial instruments. Our policy is to place our cash and cash equivalents in highly-rated financial instruments and institutions, which we believe mitigates our credit risk. Concentration of credit risk with respect to accounts receivable is limited due to the diversity of our customer base. We routinely review the collection of our accounts receivable and maintain an allowance for potential credit losses, but historically have not experienced any significant losses related to an individual customer or groups of customers in a geographic area.
Our operations depend, in some cases, on the ability of single source suppliers or a limited number of suppliers, to deliver products and supplies on a timely basis. We have in the past experienced, and may in the future experience, shortages of or difficulties in acquiring products and supplies in the quantities and of the quality needed. Shortages in the availability of products and supplies for an extended period of time will have a negative impact on our operating results.
Derivatives, Policy [Policy Text Block]
.    Derivative Instruments
In accordance with the FASB’s accounting guidance pertaining to derivatives and hedging, all investments in derivatives are recorded at fair value. A derivative is typically defined as an instrument whose value is “derived” from an underlying instrument, index or rate, has a notional amount, requires little or no initial investment and can be net settled. Our derivatives are reported as current assets and liabilities or other non-current assets or liabilities as appropriate.
We use interest rate swap agreements to mitigate our exposure to increasing interest rates as well as to maintain an appropriate mix of fixed-rate and variable-rate debt. If we determine that contracts are effective at meeting our risk reduction and correlation criteria, we account for them using hedge accounting. Under hedge accounting, we recognize the effective portion of changes in the fair value of the contracts in other comprehensive income and the ineffective portion in earnings. If we determine that contracts do not or no longer meet our risk reduction and correlation criteria, we account for them under a fair-value method recognizing changes in the fair value in earnings in the period of change. If we determine that a contract no longer meets our risk reduction and correlation criteria or if the derivative expires, we recognize in earnings any accumulated balance in other comprehensive income (loss) related to this contract in the period of determination. For interest rate swap agreements accounted for under hedge accounting, we assess the effectiveness based on changes in their intrinsic value with changes in the time value portion of the contract reflected in earnings. All cash payments made or received under the contracts are recognized in interest expense.
VCA Antech, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
 
2.
Summary of Significant Accounting Policies, continued
 
Credit exposure associated with non-performance by the counterparties to derivative instruments is generally limited to the uncollateralized fair value of the asset related to instruments recognized in the consolidated balance sheets. We attempt to mitigate the risk of non-performance by selecting counterparties with high credit ratings and monitoring their creditworthiness and by diversifying derivative amounts with multiple counterparties.
The contractual or notional amounts for derivatives are used to calculate the exchange of contractual payments under the agreements and are not representative of the potential for gain or loss on these instruments. Interest rates affect the fair value of derivatives. The fair values generally represent the estimated amounts that we would expect to receive or pay upon termination of the contracts at the reporting date. The fair values are based upon dealer quotes when available or an estimate using values obtained from independent pricing services, costs to settle or quoted market prices of comparable instruments.
Advertising Costs, Policy [Policy Text Block]
.    Marketing and Advertising
Marketing and advertising costs are expensed as incurred. Total marketing and advertising expense included in direct costs amounted to $25.3 million, $25.2 million and $21.7 million for 2012, 2011 and 2010, respectively. Total marketing and advertising expense included in selling, general and administrative expense amounted to $7.6 million, $3.2 million and $2.8 million for 2012, 2011 and 2010, respectively.
Insurance and Self Insurance [Policy Text Block]
.    Insurance and Self-Insurance
We use a combination of insurance and self-insurance with high retention or high-deductible provisions for a number of risks, including workers’ compensation, general liability, property insurance and our group health insurance benefits.
Liabilities associated with these risks are estimated based on an undiscounted basis by considering historical claims experience, demographic factors, severity factors and other actuarial assumptions.
Guarantees, Indemnifications and Warranties Policies [Policy Text Block]
.    Product Warranties
We accrue the cost of basic product warranties included with the sale of our digital radiography imaging equipment and our ultrasound imaging equipment at the time we sell these units to our customers. Our warranty costs are primarily for our assistance in helping our customers resolve issues with the warranties they have with the original equipment manufacturers. We estimate our warranty costs based on historical warranty claim experience. Accrued warranty costs at December 31, 2012 and 2011 were approximately $70,000 and $50,000, respectively.
Earnings Per Share, Policy [Policy Text Block]
.    Calculation of Earnings per Share
Basic earnings per share is calculated by dividing net income by the weighted-average number of shares outstanding during the period. Diluted earnings per share is calculated by dividing net income by the weighted-average number of common shares outstanding after giving effect to all potentially dilutive common shares outstanding during the period. Basic and diluted earnings per share were calculated as follows (in thousands, except per share amounts):
 
 
For Years Ended December 31,
 
 
2012
 
2011
 
2010
Net income attributable to VCA Antech, Inc
 
$
45,551

 
$
95,405

 
$
110,243

Weighted average common shares outstanding:
 
 
 
 
 
 
Basic
 
87,681

 
86,606

 
86,049

Effect of dilutive potential common stock:
 
 
 
 
 
 
Stock options
 
479

 
560

 
753

Non-vested shares and units
 
511

 
228

 
249

Diluted
 
88,671

 
87,394

 
87,051

Basic earnings per common share
 
$
0.52

 
$
1.10

 
$
1.28

Diluted earnings per common share
 
$
0.51

 
$
1.09

 
$
1.27



For the years ended December 31, 2012, 2011 and 2010, potential common shares of 1.0 million, 1.2 million and 11,763, respectively, were excluded from the computation of diluted earnings per share because their inclusion would have had an anti-dilutive effect.
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block]
.    Share-Based Compensation
We account for share-based compensation in accordance with FASB’s accounting guidance on stock compensation. Accordingly, we measure the cost of share-based payments based on the grant-date fair value of the equity instruments and recognize the cost over the requisite service period, which is typically the vesting period.
Our company’s share-based employee compensation plans are described further in Note 10, Share-Based Compensation.
Business Combinations Policy [Policy Text Block]
.    Acquisitions
We account for acquisitions based upon the provisions of the FASB’s accounting guidance on business combinations, accordingly acquisitions are accounted for at fair value under the acquisition method of accounting. Acquisition costs will be expensed as incurred; non-controlling interests will be valued at fair value at the acquisition date; and changes in deferred tax asset valuation allowances and income tax uncertainties after the acquisition date generally will affect income tax expense.
Recent Accounting Pronouncements [Policy Text Block]
.    Recent Accounting Pronouncements
In February 2013, the FASB finalized the reporting for reclassifications out of accumulated other comprehensive income, reporting for which was previously deferred, as discussed below. The amendments do not change the current requirements for reporting net income or other comprehensive income in financial statements. However, they do require an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component. An entity is also required to present on the face of the financials where net income is reported or in the footnotes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income, but only if the amount reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period. Other amounts need only be cross-referenced to other disclosures required that provide additional detail of these amounts. The amendments in this update are effective for reporting periods beginning after December 15, 2012. Early adoption is permitted.
In June 2011, the FASB finalized the accounting guidance for the presentation of comprehensive income. The objective of the new guidance is to improve the comparability, consistency, and transparency of financial reporting, to increase the


VCA Antech, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
 
2.
Summary of Significant Accounting Policies, continued
 
prominence of the items reported in other comprehensive income and to facilitate convergence of GAAP and IFRS. The guidance eliminates the option to present components of other comprehensive income as part of the statement of changes in stockholder’s equity and requires that all nonowner changes in stockholders’ equity be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. The statement of other comprehensive income should immediately follow the statement of net income. Regardless of which option is chosen it is required that reclassification adjustments for items that are reclassified from other comprehensive income to net income be presented on the face of the financial statements.
The new guidance does not change the following: the items that must be reported in other comprehensive income; when an item of other comprehensive income must be reclassified to net income; the option for an entity to present components of other comprehensive income either net of related tax effects or before related tax effects; and does not affect how earnings per share is calculated or presented.
The guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2011 and should be applied retrospectively. Early adoption is permitted. The adoption of the new requirements had no effect on our consolidated financial statements other than the changes to presentation outlined.
In September 2011, the FASB amended the accounting guidance on Intangibles — Goodwill and Other — Testing Goodwill for Impairment. The objective of this guidance is to reduce the cost and complexity of performing the annual goodwill impairment test and to improve the previous guidance by expanding the examples of events and circumstances that an entity should consider in the qualitative evaluation about the likelihood of goodwill impairment. The amendments allow an entity the option of first assessing qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. The examples of events and circumstances included in the amendment that an entity should consider in performing its qualitative assessment about whether to proceed to the first step of the goodwill impairment test supersede the examples in the existing guidance. If it is determined that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing the two-step impairment test is unnecessary. Under the amendments, an entity has the option to bypass the qualitative assessment for any reporting unit in any period and may resume performing the qualitative assessment in any subsequent period. An entity is no longer permitted to carry forward its detailed calculation of a reporting unit’s fair value from a prior year as previously permitted under the existing guidance. The amended guidance is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011 with early adoption permitted. The adoption of the amended goodwill impairment testing procedures did not significantly impact our consolidated financial statements as we elected to bypass the qualitative assessment.
Reclassifications [Policy Text Block]
During 2011, we corrected an error related to our deferred revenue and related deferred cost for certain equipment sales governed by revised accounting guidance related to multiple element arrangements. The correction resulted in the recognition of $4.0 million of previously deferred revenue and $3.8 million of previously deferred costs in our Medical Technology operating segment that should have been recognized in prior periods.
Lease, Policy [Policy Text Block]
.    Operating Leases
Most of our facilities are under operating leases. The minimum lease payments, including predetermined fixed escalations of the minimum rent, are recognized as rent expense on a straight-line basis over the lease term as defined in the FASB’s accounting guidance pertaining to leases. The lease term includes contractual renewal options that are reasonably assured based on significant leasehold improvements acquired. Any leasehold improvement incentives paid to us by a landlord are recorded as a reduction of rent expense over the lease term.
Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block]
Goodwill
Goodwill represents the excess of the cost of an acquired entity over the net of the fair value of identifiable assets acquired and liabilities assumed.
In accordance with the FASB’s accounting guidance pertaining to goodwill and other intangibles, we have determined that we have four reporting units, Animal Hospital, Laboratory, Medical Technology and Vetstreet, and we estimate annually, or sooner if circumstances indicate an impairment may exist, the fair value of each of our reporting units and compare their estimated fair value against the net book value of those reporting units to determine if our goodwill is impaired. The recognition and measurement of a goodwill impairment loss involves either a qualitative assessment of the fair value of each reporting unit or a more detailed quantitative two-step process. We have not presently elected to rely on a qualitative assessment, accordingly we measure our goodwill for impairment based upon the two-step process. Step one compares the fair value of the reporting unit to its carrying value. If the carrying value exceeds the fair value, there is a potential impairment and step two must be performed. Step two compares the carrying value of the reporting unit’s goodwill to its implied fair value (i.e., the fair value of the reporting unit less the fair value of the unit’s assets and liabilities, including identifiable intangible assets). If the carrying value of goodwill exceeds its implied fair value, the excess is required to be recorded as an impairment.
We recorded impairment charges in the current year related to our Vetstreet reporting unit and in the prior year related to our Medical Technology reporting unit. For additional information related to goodwill impairment, see Note 5, Goodwill.
Our estimated reporting unit fair values are calculated using valuation methods consisting primarily of discounted cash flow techniques, and market comparables, where applicable. These valuation methods involve the use of significant assumptions and estimates such as forecasted growth rates, valuation multiples, the weighted-average cost of capital, and risk premiums. Consumer spending habits for our business are affected by, among other things, prevailing economic conditions, levels of employment, salaries and wage rates, consumer confidence and consumer perception of economic conditions. We believe these factors have and may continue to impact consumer spending for our products and services. Deterioration in consumer spending habits for our business would negatively impact the value of our reporting units and could result in additional goodwill impairment. Any potential impairment charge could be material and would be reflected as expense in our consolidated statements of income. We provide no assurance that forecasted growth rates, valuation multiples, and discount
VCA Antech, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
 
2.
Summary of Significant Accounting Policies, continued
 
rates will not deteriorate in the near term. We will continue to analyze changes to these assumptions in future periods. We adopted the end of October as our annual impairment testing date. Our October 31, 2012 impairment test indicated that we have a $99.5 million goodwill impairment related to our Vetstreet reporting unit. Our determination in the current period that the fair value of the reporting unit was now less than it's carrying value was based upon changes in our estimate of forecasted cash flows related to changes in both our overall business strategy and the overall competitive environment. Our October 31, 2011 impairment test indicated that we had a $21.3 million goodwill impairment related to our Medical Technology reporting unit. Our determination in the prior year period that the fair value of the reporting unit was less than its carrying value was also based upon changes in our estimate of forecasted cash flows related to a shortfall in our 2011 period results. The Vetstreet and Medical Technology reporting units are each included in the “All Other” category of our segment disclosures in Note 15, Lines of Business.