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Acquisitions
3 Months Ended
Mar. 31, 2015
Business Combinations [Abstract]  
Acquisitions
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, 2015 and 2014, respectively:

 
Three Months Ended
March 31,
 
2015
 
2014
Animal Hospitals:
 
 
 
Acquisitions
11

 
4

Acquisitions, merged
(2
)
 
(1
)
Sold, closed or merged
(2
)
 
(4
)
Net increase (decrease)
7

 
(1
)
 
 
 
 
Laboratories:
 
 
 
Acquisitions
1

 

Acquisitions, merged
(1
)
 

New facilities

 
1

Net increase

 
1





4.
Acquisitions, continued

Animal Hospital and Laboratory Acquisitions
The purchase price allocations for some of the 2015 animal hospital acquisitions included in the table below are preliminary; however, adjustments, if any, are not expected to be material. The measurement periods for purchase price allocations do not exceed 12 months from the acquisition date. The following table summarizes the aggregate consideration for our independent animal hospitals and certain assets of Abaxis Veterinary Reference Laboratory acquired during the three months ended March 31, 2015 and 2014, respectively, (in thousands):

 
Three Months Ended
March 31,
 
2015
 
2014
Consideration:
 
 
 
  Cash, net of cash acquired
$
31,850

 
$
17,295

  Assumed debt
4,446

 

  Holdbacks
1,722

 
400

      Fair value of total consideration transferred
$
38,018

 
$
17,695

 
 
 
 
Allocation of the Purchase Price:
 
 
 
  Tangible assets
$
764

 
$
701

  Identifiable intangible assets (1)
2,838

 
2,734

  Goodwill (2)
34,563

 
15,115

  Other liabilities assumed
(147
)
 

      Fair value of assets acquired
$
38,018

 
$
18,550

Noncontrolling interest

 
(855
)
Total
$
38,018

 
$
17,695


____________________________

(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 is approximately five years.

(2)  
We expect that $30.6 million and $10.3 million of the goodwill recorded for these acquisitions, as of March 31, 2015 and 2014, respectively, will be fully deductible for income tax purposes.

Included in the table above is Antech Diagnostics, Inc.'s March 31, 2015 acquisition of certain assets of Abaxis Veterinary Reference Laboratory from Abaxis, Inc., for total consideration of $21.0 million. The purchase price allocation for the acquisition is preliminary pending our determination of the fair market value of all related assets and liabilities. We expect that the majority of the goodwill recorded for this transaction will be reclassed to identifiable intangible assets, primarily customer relationships.
    
    



4.
Acquisitions, continued

Camp Bow Wow

On August 15, 2014, we acquired 100% of D.O.G. Enterprises, LLC for $17.0 million in cash and contingent consideration of up to $3.0 million that may be earned over the next three years. Camp Bow Wow primarily franchises a premier provider of pet services including dog day care, overnight boarding, grooming and other ancillary services at specially designed pet care facilities, principally under the trademark Camp Bow Wow®.  As of March 31, 2015, there were 129 Camp Bow Wow® franchise locations operating in 36 states and one Canadian province. 

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)  
As of March 31, 2015, we expect that the full amount of goodwill recorded for this acquisition will be deductible for income tax purposes.