XML 20 R27.htm IDEA: XBRL DOCUMENT v2.4.0.8
Acquisitions Schedule Of Purchase Price Allocation (Tables)
9 Months Ended
Sep. 30, 2013
Animal Hospital [Member]
 
Business Acquisition [Line Items]  
Schedule of Purchase Price Allocation [Table Text Block]
The following table summarizes the aggregate consideration for our independent animal hospitals, excluding AVC, and one laboratory acquired during the nine months ended September 30, 2013 and 2012, respectively, and the preliminary allocation of the acquisition price (in thousands):

 
Nine Months Ended
September 30,
 
2013
 
2012
Consideration:
 
 
 
  Cash
$
39,640

 
$
51,744

  Cash paid to debt holders
2,360

 

  Holdbacks
892

 
1,475

  Earnout contingent consideration
1,120

 
934

      Fair value of total consideration transferred
$
44,012

 
$
54,153

 
 
 
 
Allocation of the Purchase Price:
 
 
 
  Tangible assets
$
13,494

 
$
1,995

  Identifiable intangible assets
12,774

 
9,184

  Goodwill (1)
32,557

 
42,974

  Other liabilities assumed
(9,407
)
 

 
$
49,418

 
$
54,153

Noncontrolling interest
(5,406
)
 

Total
$
44,012

 
$
54,153


____________________________

(1)     We expect that $12.9 million and $40.0 million of the goodwill recorded for these acquisitions, as of September 30, 2013 and 2012, respectively, will be deductible for income tax purposes.
AVC Acquisition [Member]
 
Business Acquisition [Line Items]  
Schedule of Purchase Price Allocation [Table Text Block]
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, net of cash acquired
$
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, trademarks and covenants-not-to-compete. The weighted-average amortization period for total identifiable intangible assets is approximately six years. This consists of amortization periods of five years for customer-related intangible assets, ten years for trademarks and three years for covenants-not-to-compete.

(2)     As of September 30, 2013, we expect that approximately $362,000 of the goodwill recorded for this acquisition will be deductible for income tax purposes.
ThinkPetsAcquisition [Member]
 
Business Acquisition [Line Items]  
Schedule of Purchase Price Allocation [Table Text Block]
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, net of cash acquired
$
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 total identifiable intangible assets is approximately eight years. This consists of amortization periods of nine years for customer-related intangible assets, four years for technology contracts and two years for trademarks.