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Acquisitions (Tables)
 12 Months Ended
Dec. 31, 2014
Business Acquisition [Line Items]  
Summary of acquisitions of animal hospitals and laboratories
Our acquisition strategy includes the acquisition of animal hospitals, animal hospital chains, laboratories or related businesses. In accordance with that strategy, we acquired the following:
 
 
For the Years Ended December 31,
 
 
2014
 
2013
 
2012
Animal Hospitals:
 
 
 
 
 
 
Acquisitions (1), excluding AVC in 2012
 
47

 
20

 
35

AVC (1)
 
—

 
—

 
44

New facilities
 
—

 
—

 
1

Acquisitions relocated into our existing animal hospitals
 
(4
)
 
(2
)
 
(6
)
Sold, closed or merged
 
(9
)
 
(18
)
 
(6
)
Net increase
 
34

 
—

 
68

Laboratories:
 
 
 
 
 
 
Acquisitions
 
—

 
1

 
1

New facilities
 
3

 
—

 
2

Acquisitions relocated into our existing laboratories
 
—

 
—

 
(1
)
Net increase
 
3

 
1

 
2

____________________________
(1) 
Associate Veterinary Clinics (1981) LTD ("AVC") was acquired on January 31, 2012.
Business Acquisition Pro Forma Financial information
ro Forma Information (unaudited)

The following unaudited pro forma financial information for the years ended December 31, 2014 and 2013 presents, (i) the actual results of operations of our 2014 acquisitions and (ii) the combined results of operations for our company and our 2014 acquisitions as if those acquisitions had been completed on January 1, 2013, the first day of the comparable prior annual reporting period. The pro forma financial information considers principally (i) our company’s financial results, (ii) the unaudited historical financial results of our acquisitions, and (iii) select pro forma adjustments to the historical financial results of our acquisitions. Such pro forma adjustments represent principally estimates of (i) the impact of the hypothetical amortization of acquired intangible assets, (ii) the recognition of fair value adjustments relating to tangible assets, (iii) adjustments reflecting the new capital structure, including additional financing or repayments of debt as part of the acquisitions and (iv) the tax effects of the acquisitions and related adjustments as if those acquisitions had been completed on January 1, 2013. The unaudited pro forma financial information is not necessarily indicative of what our consolidated results of operations would have been had we completed the acquisition at the beginning of the comparable prior annual reporting period.

4.
Acquisitions, continued

In addition, the unaudited pro forma financial information does not attempt to project the future results of operations of our company: 
 
 
Revenue
 
Net Income
 
 
(Unaudited)
(In thousands):
 
 
 
 
Actual from acquisition date to December 31, 2014
 
45,343

 
3,771

2014 supplemental pro forma from January 1, 2014 to December 31, 2014(1)
 
2,000,978

 
142,959

2013 supplemental pro forma from January 1, 2013 to December 31, 2013(1)
 
1,946,643

 
148,747

____________________________
(1) 
2014 supplemental pro forma net income was adjusted to exclude $0.2 million of acquisition-related costs incurred in 2014. 2013 supplemental pro forma net income was adjusted to include these charges.
Animal Hospital and Laboratory Acquisitions, excluding AVC  
Business Acquisition [Line Items]  
Summary of purchase price and allocation of the purchase price
The following table summarizes the aggregate consideration for our acquired independent animal hospitals and laboratories, excluding AVC and the allocation of the purchase price (in thousands):

 
 
For Years Ended December 31,
 
 
2014
 
2013
 
2012
Consideration:
 
 
 
 
 
 
Cash, net of cash acquired
 
$
122,803

 
$
52,688

 
$
78,629

Assumed debt
 
7,426

 
2,360

 
—

Holdbacks
 
3,000

 
1,092

 
2,425

Earn-out contingent consideration
 
2,037

 
1,285

 
1,306

Fair value of total consideration transferred
 
$
135,266

 
$
57,425

 
$
82,360

Allocation of the Purchase Price:
 
 
 
 
 
 
Tangible assets
 
$
5,902

 
$
14,779

 
$
3,515

Identifiable intangible assets(1)
 
22,964

 
15,001

 
14,718

Goodwill(2)
 
110,234

 
45,665

 
64,253

Notes payable and other liabilities assumed
 
(115
)
 
(11,084
)
 
(126
)
 
 
$
138,985

 
$
64,361

 
$
82,360

Noncontrolling interest
 
(1,705
)
 
(6,936
)
 
—

Fair value of pre-existing investment
 
(2,014
)
 
—

 
—

Total
 
$
135,266

 
$
57,425

 
$
82,360

____________________________
(1) 
Identifiable intangible assets include customer relationships, trademarks, covenants-not-to-compete and existing technology. 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 is approximately five years. The weighted-average amortization period for existing technology is approximately ten years.

(2) 
We expect that $67.2 million, $15.0 million and $60.4 million of the goodwill recorded in 2014, 2013 and 2012, respectively, will be fully deductible for income tax purposes.
AVC [Member]  
Business Acquisition [Line Items]  
Summary of purchase price and allocation of the purchase price
The following table summarizes the total investment and final allocation of the investment in AVC (in thousands):

Consideration:
 
Cash, net of cash acquired
$
48,819

Assumed debt
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) 
We expected that $0.4 million of the goodwill recognized would be fully deductible for income tax purposes.
D.O.G. Enterprises, LLC [Member]  
Business Acquisition [Line Items]  
Summary of purchase price and allocation of the purchase price
The following table summarizes the total purchase price and the final allocation of the purchase price (in thousands):

Consideration:
 
Cash, net of cash acquired
$
15,174

Assumed debt
323

Holdbacks
1,500

Earn-out contingent consideration
760

Fair value of total consideration transferred
$
17,757

 
 
Allocation of the Purchase Price:
 
Tangible assets
$
637

Identifiable intangible assets(1)
13,420

Goodwill(2)
4,219

Other liabilities assumed
(519
)
Total
$
17,757

____________________________
(1) 
Identifiable intangible assets primarily include franchise rights, trademarks, covenants-not-to-compete and existing technology. The weighted-average amortization period for the total identifiable intangible assets is approximately ten years. The weighted-average amortization periods for the franchise rights, covenants and existing technology is approximately ten years, three years and four years, respectively. The trademarks have an indefinite life and will be assessed annually for impairment.

(2) 
We expect that the full amount of the goodwill recognized will be fully deductible for income tax purposes.
Think Pets Inc [Member]  
Business Acquisition [Line Items]  
Summary of purchase price and allocation of the purchase price
The following table summarizes the total purchase price and the final allocation of the investment in ThinkPets (in thousands):
Consideration:
 
Cash, net of cash acquired
$
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) 
We expected that $0.8 million of the goodwill recognized would be fully deductible for income tax purposes.