
4.	Acquisitions

The table below reflects the activity related to the acquisitions and dispositions of our animal hospitals and laboratories during the three months ended March 31, 2013 and 2012, respectively:



	Three Months Ended March 31,
Animal Hospitals:	2013		2012
Animal Hospital acquisitions, excluding Associate Veterinary Clinics (1981) LTD ("AVC")	3		9
Acquisitions, merged	—		(2	)
AVC acquisition	—		44
Sold, closed or merged	(8	)	(3	)
Total	(5	)	48

Laboratories:
Acquisition	1		—


4.	Acquisitions, continued

Animal Hospital and Laboratory Acquisitions, excluding AVC

The following table summarizes the aggregate consideration for our independent animal hospitals acquired during the three months ended March 31, 2013 and 2012, respectively and the allocation of the acquisition price (in thousands):



	Three Months Ended March 31,
	2013		2012
Consideration:
Cash	$	6,756	$	8,988
Holdbacks	160		225
Earnout contingent consideration	53		—
Fair value of total consideration transferred	$	6,969	$	9,213

Allocation of the Purchase Price:
Tangible assets	$	491	$	308
Identifiable intangible assets	1,506		1,616
Goodwill ⁽¹⁾	4,972		7,289
Total	$	6,969	$	9,213

____________________________

⁽¹⁾We expect that $4.1 million and $3.4 million of the goodwill recorded for these acquisitions, as of March 31, 2013 and March 31, 2012, respectively will be 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 $510,000 for the three months ended March 31, 2013. There were no cash payments made for real estate for the three months ended March 31, 2012.

AVC Investment

On January 31, 2012, we increased our investment in AVC by approximately CDN $81 million (approximately US $81 million) becoming the sole non-veterinarian shareholder of AVC. At the time of the additional investment, AVC operated 44 animal hospitals in three Canadian provinces, offering services ranging from primary care, to specialty referral services and 24-hour emergency care. This investment and planned additional investments in AVC will facilitate our continued expansion in the Canadian market. At the time of the investment, AVC had annualized revenue of approximately CDN $95 million (approximately US $95 million). Our condensed, consolidated financial statements reflect the operating results of AVC since January 31, 2012.


4.	Acquisitions, continued

The following table summarizes the total investment and the final allocation of the investment in AVC (in thousands):



Consideration:
Cash	$	48,819
Cash paid to debt holders	25,915
Fair value of total consideration transferred	$	74,734

Allocation of the Purchase Price:
Tangible assets	$	11,694
Identifiable intangible assets ⁽¹⁾	25,170
Goodwill ⁽²⁾	79,707
Other liabilities assumed	(21,826		)
	94,745
Noncontrolling interest	(8,161		)
Fair value of pre-existing investment in AVC	(11,850		)
Total	$	74,734

____________________________

⁽¹⁾ Identifiable intangible assets include customer relationships, trademark and covenants-not-to-compete. The weighted-average amortization period for the total identifiable intangible assets is approximately six years. The customer-related intangible assets weighted-average amortization period is approximately five years. The trademark weighted-average amortization period is approximately ten years. The covenants-not-to-compete weighted-average amortization period is approximately three years.

⁽²⁾As of March 31, 2013, we expect that approximately $362,000 of the goodwill recorded for this acquisition will be deductible for income tax purposes.

AVC is reported within our Animal Hospital reportable segment.

ThinkPets, Inc ("ThinkPets")

On February 1, 2012, we acquired a 100% interest in ThinkPets for $21 million, payable by delivery of 473,389 shares of VCA common stock and $10.5 million in cash. We merged the operations of ThinkPets with Vetstreet, which we expect will improve the products and services it offers to clients of both companies. Our condensed, consolidated financial statements reflect the operating results of ThinkPets since February 1, 2012.


4.	Acquisitions, continued

The following table summarizes the total purchase price and the final allocation of the investment in ThinkPets (in thousands):



Consideration:
Cash	$	7,468
Issuance of common stock for acquisitions	10,500
Holdback	1,050
Fair value of total consideration transferred	$	19,018

Allocation of the Purchase Price:
Tangible assets	$	2,093
Identifiable intangible assets ⁽¹⁾	7,221
Goodwill ⁽²⁾	12,155
Other liabilities assumed	(2,451		)
Total	$	19,018

____________________________

⁽¹⁾Identifiable intangible assets include customer relationships, contracts and trademarks. The weighted average

amortization period for the total identifiable intangible assets is approximately eight years, for the customer-related

intangible assets approximately nine years, for the technology approximately four years, and for the trademarks

approximately two years.

⁽²⁾As of March 31, 2013, we expect that approximately $821,000 of the goodwill recorded for this acquisition will be deductible for income tax purposes.

ThinkPets is reported within our "All Other" category in our segment disclosures combined with our Medical Technology and Vetstreet operating segments.