Acquisitions (Tables)

6 Months Ended

Jun. 30, 2017

Business Acquisition Summary Of Acquired Properties

The table below reflects the activity related to the acquisitions and dispositions of our animal hospitals and laboratories during the six months ended June 30, 2017 and 2016, respectively.



	Six Months Ended June 30,
	2017		2016
Animal Hospitals:
Acquisitions, excluding CAPNA in 2016 ⁽¹⁾	24		37
CAPNA ⁽²⁾	—		56
Acquisitions, merged	(2	)	(3	)
Sold, closed or merged	(5	)	(5	)
Net increase	17		85

Laboratories:
New facilities	1		—
Net increase	1		—

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⁽¹⁾	Includes additional independent animal hospitals that were acquired by CAPNA subsequent to its May 2016 acquisition.


⁽²⁾	On May 1, 2016, we acquired an 80% ownership interest in CAPNA.

Animal Hospitals, Excluding CAPNA

Business Acquisition [Line Items]

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

The following table summarizes the aggregate consideration and the allocation of the purchase price for our independent animal hospitals acquired during the six months ended June 30, 2017 and 2016, respectively (in thousands):



	Six Months Ended June 30,
	2017			2016
Consideration:
Cash	$	123,889		$	188,329
Cash acquired	(37		)	(970		)
Cash, net of cash acquired	$	123,852		$	187,359
Assumed debt	9,697			2,601
Holdbacks	2,255			4,148
Earn-outs	596			4,002
Fair value of total consideration transferred	$	136,400		$	198,110

Allocation of the Purchase Price:
Tangible assets	$	11,086		$	21,521
Identifiable intangible assets ⁽¹⁾	16,560			24,325
Goodwill ⁽²⁾	109,090			153,012
Other liabilities assumed	(336		)	(437		)
Fair value of assets acquired and liabilities assumed	$	136,400		$	198,421
Noncontrolling interest	—			(311		)
Total	$	136,400		$	198,110

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⁽¹⁾	Identifiable intangible assets include customer relationships, trademarks and covenants-not-to-compete. The weighted-average amortization period for the total identifiable intangible assets is approximately five years. The weighted-average amortization period for customer relationships, trademarks and covenants-not-to-compete is approximately five, seven and five years, respectively.


⁽²⁾	We expect that $99.8 million and $146.9 million of the goodwill recorded for these acquisitions, as of June 30, 2017 and 2016, respectively, will be fully deductible for income tax purposes.

Companion Animal Practices, North America

Business Acquisition [Line Items]

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

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



Consideration:
Cash	$	352,829
Cash acquired	(3,405		)
Cash, net of cash acquired	$	349,424
Holdbacks	1,000
Fair value of total consideration transferred	$	350,424

Allocation of the Purchase Price:
Tangible assets	$	36,381
Identifiable intangible assets ⁽¹⁾	102,300
Goodwill ⁽²⁾	325,517
Other liabilities assumed	(27,774		)
Fair value of assets acquired and liabilities assumed	$	436,424
Noncontrolling interest	(86,000		)
Total	$	350,424

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⁽¹⁾	Identifiable intangible assets primarily include customer relationships, trademarks and covenants-not-to-compete. The weighted-average amortization period for the total identifiable intangible assets is approximately seven years. The amortization periods for customer relationships, trademarks and covenants is seven years, five years and five years, respectively.


⁽²⁾	As of June 30, 2017, we expect that $262.2 million of goodwill recorded for this acquisition will be deductible for income tax purposes.