

5.	Goodwill

The following table presents the changes in the carrying amount of our goodwill for 2013 and 2012 (in thousands):



	Animal Hospital			Laboratory			All Other			Total
Balance as of December 31, 2011
Goodwill	$	1,035,401		$	96,810		$	126,706		$	1,258,917
Accumulated Impairment losses	—			—			(21,310		)	(21,310		)
Subtotal	1,035,401			96,810			105,396			1,237,607
Goodwill acquired	143,926			34			12,155			156,115
Goodwill impairment	—			—			(99,501		)	(99,501		)
Foreign translation adjustment	1,281			17			—			1,298
Other ⁽¹⁾	(3,260		)	—			(1,028		)	(4,288		)
Balance as of December 31, 2012
Goodwill	1,177,348			96,861			137,833			1,412,042
Accumulated Impairment losses	—			—			(120,811		)	(120,811		)
Subtotal	1,177,348			96,861			17,022			1,291,231
Goodwill acquired	45,615			50			—			45,665
Foreign translation adjustment	(5,651		)	(40		)	—			(5,691		)
Other⁽¹⁾	(731		)	—			443			(288		)
Balance as of December 31, 2013
Goodwill	1,216,581			96,871			138,276			1,451,728
Accumulated Impairment losses	—			—			(120,811		)	(120,811		)
Subtotal	$	1,216,581		$	96,871		$	17,465		$	1,330,917


⁽¹⁾	In 2013, "Other" primarily includes measurement period adjustments and a write-off related to a sale of an animal hospital. In 2012, "Other" includes acquisition-price adjustments, which consist primarily of an adjustment related to capital leases and buy outs of noncontrolling interest partners.

Goodwill Impairment Charges

2012 Charge

Impairment testing for goodwill is performed at least annually. We perform our annual impairment test as of October 31st. Goodwill is also tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value.

We performed our annual test of goodwill as of October 31, 2012 for all of our reporting units. We determined that each of our reporting unit's fair value exceeded their respective carrying values with the exception of our Vetstreet reporting unit. Management ultimately determined that there was impairment to Vetstreet's goodwill primarily due to (i) less than anticipated financial performance for fiscal 2012, including with respect to revenue and operating cash flow, and (ii) new revenue and operating profit growth projections that were significantly lower than previous projections. Accordingly, we recorded a $99.5 million impairment charge during the fourth quarter of 2012.

Revenue and operating profit growth projections were lowered as a result of continued operational delays in part due to our upgrading and migration of Vetstreet's information technology systems from their former parent to ours. Corporate data center. Additionally, we have changed Vetstreet's overall business strategy to better accommodate the needs of the veterinary community. The projected cash flows under our revised strategy were significantly lower than under our



5.	Goodwill, continued

previous plan. Finally, our revised forecast reflected the impact of new well-capitalized entrants to this business which resulted in increased competition.

The impairment test for goodwill uses a two-step approach, which is performed at the reporting unit level. Step one compares the fair value of the reporting unit to its carrying value including goodwill. 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 recorded as an impairment.

In performing Step one of the impairment test, we estimated the fair value of the reporting unit using a combination of the income and market approaches with greater emphasis placed on the income approach, for purposes of estimating the total enterprise value.

The income approach is based on a discounted cash flow analysis and calculates the fair value of the reporting unit by estimating the after-tax cash flows attributable to the reporting unit and then discounting the after-tax cash flows to a present value, using a weighted average cost of capital ("WACC"). The WACC utilized in our analysis using the income approach was 15.5%. The WACC is an estimate of the overall after-tax rate of return required for equity and debt holders of a business enterprise. The reporting unit's cost of equity and debt was developed based on data and factors relevant to the economy, the industry and the reporting unit. The cost of equity was estimated using the capital asset pricing model ("CAPM"). The CAPM uses a risk-free rate of return and an appropriate market risk premium for equity investments and the specific risks of the investment. The analysis also included comparisons to a group of guideline companies engaged in the same or similar businesses. The cost of debt was estimated using the current after-tax average borrowing cost that a market participant would expect to pay to obtain its debt financing assuming a target capital structure.

The market approach is based on the guideline publicly traded company method to determine the fair value of the reporting unit. Due to the significant lack of guideline public companies, little weight was given to this approach. Under this method, market multiples ratios were applied to the reporting unit's earnings with consideration given to our size, product offerings, growth, and other relevant factors compared to those of the guideline companies. The guideline companies selected were engaged in the same or a similar line of business as us. Market multiples were then selected based on consideration of risk, growth, and profitability differences between us and the guideline companies. The selected market multiples were then multiplied by our October 31, 2012 revenue to arrive at an estimate of fair value.

Based on the above analysis, it was determined that the carrying value of the Vetstreet reporting unit including goodwill exceeded the fair value of the reporting unit, requiring us to perform step two of the goodwill impairment test to measure the amount of impairment loss, if any.

In performing step two of the goodwill impairment test, we compared the implied fair value of the reporting unit's goodwill to its carrying value of goodwill. This test resulted in a non-cash, goodwill impairment charge of $99.5 million ($60.6 million after-tax), which was recognized during the three months ended December 31, 2012. This charge had no impact on our cash flows or our compliance with debt covenants.

The fair value estimates used in the goodwill impairment analysis required significant judgment. The Company's fair value estimates for purposes of determining the goodwill impairment charge are considered Level 3 fair value measurements.

We based our fair value estimates on assumptions that we believe to be reasonable but that are inherently uncertain, including estimates of future revenues and operating margins and assumptions about the overall economic climate and the competitive environment for our business. Our estimates assumed that revenues would decline into the foreseeable future. There can be no assurance that our estimates and assumptions will prove to be accurate predictions of the future. If our assumptions regarding business plans, competitive environments or anticipated operating results are not correct, we may be required to record goodwill impairment charges in future periods.