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Acquisition of Petsense
 12 Months Ended
Dec. 31, 2016
Acquisition of Petsense [Abstract]  
Business Combination Disclosure [Text Block]
Acquisition of Petsense:

On September 29, 2016, the Company completed the acquisition of Petsense. Headquartered in Scottsdale, Arizona, Petsense is a small-box pet specialty supply retailer focused on meeting the needs of pet owners, primarily in small and mid-size communities, and offering a variety of pet products and services. Pursuant to the agreement governing the transaction, the Company acquired all the outstanding equity interests in Petsense for an all-cash purchase price of $145.7 million. The acquisition was financed with cash-on-hand and revolver borrowings under the 2016 Senior Credit Facility (as defined in Note 5).

The total consideration transferred in connection with the Petsense acquisition has been allocated to the assets acquired and liabilities assumed based upon their respective fair values. The fair value of the assets acquired and liabilities assumed is estimated based on one or a combination of income, cost or market approaches as determined based on the nature of the asset or liability and the level of inputs available. With respect to assets and liabilities, the determination of fair value requires management to make subjective judgments as to projections of future operating performance, the appropriate discount rate to apply, long-term growth rates, etc. (i.e. - unobservable inputs classified as Level 3 inputs under the fair value hierarchy) which affect the amounts recorded in the purchase price allocation. The excess of the consideration transferred over the fair value of the identifiable assets, net of liabilities, is recorded as goodwill, which is indicative of the expected continued growth and development of the pet specialty retail business acquired.

The table below summarizes the consideration transferred and provisional allocation of the purchase price for the Petsense acquisition (in thousands):
Consideration transferred
$
145,701

Assets acquired:
 
Current assets
$
21,875

Property and equipment
25,519

Other intangible assets - tradename
31,300

Other assets
428

Liabilities assumed:
 
Current liabilities
(12,091
)
Long-term liabilities
(5,489
)
Total identifiable net assets acquired
61,542

Excess of consideration transferred over identifiable net assets acquired (goodwill)
$
84,159



The fair value estimates of the assets acquired and liabilities assumed as reflected in the table above are subject to adjustments during the measurement period. The preliminary values of the consideration transferred, assets acquired and liabilities assumed, including the related tax effects, are subject to receipt of a final working capital settlement, pursuant to the agreement governing the transaction.

The resulting goodwill of $84.2 million and tradename of $31.3 million are deductible for income tax purposes.

Approximately $2.8 million of transaction costs related to the Petsense acquisition were expensed during the year ended December 31, 2016, and are included in selling, general and administrative expenses in the Consolidated Statements of Income.

The results of operations of Petsense have been included in the Consolidated Financial Statements since the date of acquisition.