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Acquisitions
9 Months Ended
Sep. 30, 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 nine months ended September 30, 2015 and 2014, respectively:

 
Nine Months Ended
September 30,
 
2015
 
2014
Animal Hospitals:
 
 
 
Acquisitions
42

 
23

Acquisitions, merged
(4
)
 
(4
)
Sold, closed or merged
(7
)
 
(6
)
Net increase
31

 
13

 
 
 
 
Laboratories:
 
 
 
Acquisitions
1

 

Acquisitions, merged
(1
)
 

New facilities

 
3

Net increase

 
3





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 the Abaxis Veterinary Reference Laboratory ("AVRL") acquired during the nine months ended September 30, 2015 and 2014, respectively, (in thousands):

 
Nine Months Ended
September 30,
 
2015
 
2014
Consideration:
 
 
 
  Cash, net of cash acquired
$
119,036

 
$
46,948

  Assumed debt
12,402

 
4,160

  Holdbacks
4,497

 
1,400

  Earn-outs
476

 
721

      Fair value of total consideration transferred
$
136,411

 
$
53,229

 
 
 
 
Allocation of the Purchase Price:
 
 
 
  Tangible assets
$
10,060

 
$
2,317

  Identifiable intangible assets (1)
34,130

 
8,176

  Goodwill (2)
93,645

 
46,502

  Other liabilities assumed
(1,424
)
 
(47
)
      Fair value of assets acquired and liabilities assumed
$
136,411

 
$
56,948

Noncontrolling interest

 
(1,705
)
Fair value of pre-existing investment

 
(2,014
)
Total
$
136,411

 
$
53,229


____________________________

(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 twelve years. The weighted-average amortization period for customer relationships, trademarks and covenants is approximately thirteen years, nine years and five years, respectively.

(2)  
We expect that $73.8 million and $36.6 million of the goodwill recorded for these acquisitions, as of September 30, 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 AVRL for total consideration of $21.0 million. At the time of the acquisition, we allocated the full purchase price of AVRL to goodwill. During the quarter ended June 30, 2015, the fair market value of identifiable intangible assets was finalized which resulted in a reclassification of the majority of the goodwill to these identifiable intangible assets. Of the goodwill recorded, $15.3 million was reclassified as customer relationships with an amortization period of 20 years. The purchase price allocation is pending the finalization of fixed asset valuations.
    

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 service mark Camp Bow Wow®.  As of September 30, 2015, there were 128 Camp Bow Wow® franchise locations operating in 35 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-outs
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 September 30, 2015, we expect that the full amount of goodwill recorded for this acquisition will be deductible for income tax purposes.