Acquisitions | 2. Acquisitions On June 16, 2015, we completed the previously announced acquisition of Animal Health International, Inc., a leading production animal health distribution company in the U.S. This acquisition more than doubled the size of Patterson’s animal health business. Our animal health business now offers a range of products and services to a broader base of customers in North America and the U.K. Under terms of the merger agreement, we acquired all of Animal Health International’s stock for $1,100,000 in cash, subject to customary working capital adjustments. In connection with the acquisition, we entered into a credit agreement consisting of a $1,000,000 unsecured term loan and a $500,000 unsecured cash flow revolving line of credit, described further in Note 11 to the Condensed Consolidated Financial Statements. The acquisition has been accounted for in accordance with ASC 805, Business Combinations The following table summarizes the total purchase price consideration and the preliminary fair value amounts recognized for the assets acquired and liabilities assumed related to the acquisition, as of the acquisition date: Cash $ 1,100,000 Net working capital adjustment 7,704 Fair value of total purchase price consideration $ 1,107,704 Receivables $ 161,427 Inventory 195,367 Prepaid expenses and other current assets 33,005 Property and equipment 44,178 Identifiable intangibles 434,300 Other long-term assets 40,869 Total assets acquired 909,146 Accounts payable 122,129 Accrued liabilities and other current liabilities 19,395 Deferred tax liability 177,789 Total liabilities assumed 319,313 Identifiable net assets acquired 589,833 Goodwill 517,871 Net assets acquired $ 1,107,704 As a result of recording the stepped up fair market basis for GAAP purposes, but receiving primarily carryover basis for tax purposes in the acquisition, we recorded a deferred tax asset and deferred tax liability of $2,569 and $177,789, respectively. The goodwill of $517,871 resulting from the acquisition reflects the excess of our purchase price over the fair value of the net assets acquired. The goodwill recorded as part of the acquisition primarily reflects the value of the assembled workforce, cost synergies, and the potential to integrate and expand existing product lines. We allocated all of the goodwill to our Animal Health reporting segment. None of the goodwill recognized is deductible for income tax purposes, and as such, no deferred taxes have been recorded related to goodwill. Revenues of $171,922 and operating income of $1,653 attributable to the acquisition are included in our condensed consolidated statement of income for the quarter ended August 1, 2015. Included in operating income is amortization expense related to the identifiable intangible assets acquired in the transaction, transaction-related costs and integration expenses. The following summarizes the intangible assets, excluding goodwill, acquired as of June 16, 2015. Intangible assets are amortized using methods that approximate the pattern of economic benefit provided by the utilization of the assets. Gross Carrying Value Weighted Average Life (years) Unamortized – indefinite lived: Trade names $ 12,300 indefinite Amortized: Customer relationships 291,900 15.0 Trade names 111,400 10.0 Developed technology and other 18,700 12.2 Total amortized intangible assets 422,000 13.6 Total identifiable intangible assets $ 434,300 The following unaudited pro forma financial results for the combined results of Patterson and Animal Health International for the quarters ended August 1, 2015 and July 26, 2014 assume the acquisition occurred on April 27, 2014. The unaudited pro forma financial results may not be indicative of the results that would have occurred had the acquisition been completed as of April 27, 2014, nor are they indicative of future results of operations. Three months ended August 1, July 26, 2015 2014 Net sales $ 1,335,906 $ 1,291,817 Net income from continuing operations 27,717 34,345 Net income from continuing operations includes $11,800 of income tax expense related to the repatriation of foreign earnings, described further in Note 12 to the Condensed Consolidated Financial Statements. |