Acquisitions (Tables)

6 Months Ended

Jun. 30, 2016

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, 2016 and 2015, respectively:



	Six Months Ended June 30,
	2016		2015
Animal Hospitals:
Acquisitions	93		23
Acquisitions, merged	(3	)	(2	)
Sold, closed or merged	(5	)	(7	)
Net increase	85		14

Laboratories:
Acquisitions	—		1
Acquisitions, merged	—		(1	)
Net increase	—		—

Schedule of Pro Forma Information

In addition, the pro forma financial information does not attempt to project the future results of operations of our company:



	Revenue		Net Income
(In thousands):
Results of acquired businesses included in our three months ended
June 30, 2016 actuals	$	57,148	$	3,864
2016 supplemental pro forma from April 1, 2016 to June 30, 2016 ⁽¹⁾	$	670,796	$	64,324
2015 supplemental pro forma from April 1, 2015 to June 30, 2015 ⁽¹⁾	$	624,277	$	57,579

Results of acquired businesses included in our six months ended
June 30, 2016 actuals	$	68,776	$	4,749
2016 supplemental pro forma from January 1, 2016 to June 30, 2016 ⁽²⁾	$	1,293,470	$	112,222
2015 supplemental pro forma from January 1, 2015 to June 30, 2015 ⁽²⁾	$	1,205,712	$	97,319

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⁽¹⁾	2016 supplemental pro forma net income attributable to VCA was adjusted to exclude $0.2 million of acquisition-related costs incurred during the three months ended June 30, 2016. 2015 supplemental pro forma net income attributable to VCA was adjusted to include these charges.


⁽²⁾	2016 supplemental pro forma net income attributable to VCA was adjusted to exclude $1.2 million of acquisition-related costs incurred during the six months ended June 30, 2016. 2015 supplemental pro forma net income attributable to VCA was adjusted to include these charges.

Animal Hospitals And Laboratory Acquisitions

Business Acquisition [Line Items]

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

The following table summarizes the aggregate consideration for our independent animal hospitals and labs acquired during the six months ended June 30, 2016 and 2015, respectively, (in thousands):



	Six Months Ended June 30,
	2016			2015
Consideration:
Cash	$	188,329		$	66,229
Cash acquired	(970		)	—
Cash, net of cash acquired	$	187,359		$	66,229
Assumed debt	2,601			6,250
Holdbacks	4,148			2,522
Earn-outs	4,002			—
Fair value of total consideration transferred	$	198,110		$	75,001

Allocation of the Purchase Price:
Tangible assets	$	21,521		$	5,064
Identifiable intangible assets ⁽¹⁾	24,325			24,144
Goodwill ⁽²⁾	153,012			46,440
Other liabilities assumed	(437		)	(647		)
Fair value of assets acquired and liabilities assumed	$	198,421		$	75,001
Noncontrolling interest	(311		)	—
Total	$	198,110		$	75,001

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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 is approximately five years, seven years and five years, respectively.


⁽²⁾	We expect that $146.9 million and $35.5 million of the goodwill recorded for these acquisitions, as of June 30, 2016 and 2015, 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 preliminary purchase price and the preliminary allocation of the purchase price (in thousands):



Consideration:
Cash	$	353,554
Cash acquired	(3,405		)
Cash, net of cash acquired	$	350,149
Holdbacks	1,000
Fair value of total consideration transferred	$	351,149

Allocation of the Purchase Price:
Tangible assets	$	13,548
Identifiable intangible assets ⁽¹⁾	147,500
Goodwill ⁽²⁾	281,311
Other liabilities assumed	(2,572		)
Fair value of assets acquired and liabilities assumed	$	439,787
Noncontrolling interest	(88,638		)
Total	$	351,149

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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 nine years. The amortization periods for customer relationships, trademarks and covenants is ten years, five years and five years, respectively.


⁽²⁾	As of June 30, 2016, we expect that $225.0 million of goodwill recorded for this acquisition will be deductible for income tax purposes.