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Acquisition of Allivet, Inc. | 3 Months Ended
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Mar. 29, 2025
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] |
Acquisition of Allivet, Inc. | Acquisition of Allivet On December 30, 2024, the Company completed its acquisition of Allivet, an online pet pharmacy. Pursuant to the agreement governing the Transaction, the Company acquired 100% of the equity interest in Allivet for a purchase price of $135.0 million, which excludes adjustments for working capital, acquired cash, and other transaction related payments. The acquisition was financed with cash-on-hand from the balance sheet. Preliminary Allocation of the Purchase Price The Company has applied the acquisition method of accounting for the Allivet acquisition, in accordance with ASC 805 “Business Combinations,” with respect to the identifiable assets and liabilities of Allivet which have been measured at estimated fair value as of the date of the business combination. The aggregate purchase price noted above was allocated to the identifiable assets acquired and liabilities assumed based upon their estimated fair values at the acquisition date, primarily using Level 2 and Level 3 inputs. Level 2 and Level 3 inputs are described in further detail in Note 2 to the Consolidated Financial Statements. These fair value estimates represent management’s best estimate of future cash flows (including sales, cost of sales, income taxes, etc.), discount rates, competitive trends, market comparables, and other factors. Inputs used were generally determined from historical data supplemented by current and anticipated market conditions and growth rates. Although the determination of the preliminary fair values is substantially complete, certain fair value estimates are based on preliminary information and are subject to change during the measurement period, which ends once the Company has determined that it has obtained all necessary information that existed as of the acquisition date or has determined that such information is unavailable and cannot extend beyond one year from the acquisition date. At March 29, 2025, the fair values that are based on preliminary information relate primarily to intangible assets, property and equipment, leases, inventory, and certain working capital adjustments. The amount of consideration transferred that exceeds the fair value of the identifiable assets, net of liabilities, is recorded as goodwill, which is indicative of the expected synergies the acquisition of Allivet will bring to the Company’s portfolio offering for companion animal, equestrian, and livestock customers, and the additional growth opportunities expected to open up as a result of acquiring Allivet. The purchase consideration and preliminary estimated fair value of Allivet’s net assets acquired on December 30, 2024 are shown below (in thousands):
|  | Preliminary allocation of the purchase price
Fair value of assets acquired |  |
Cash and cash equivalents |  | $ | 2,905 |
Inventories |  | 18,227
Prepaid expenses and other current assets |  | 4,635
Property and equipment |  | 10,779
Operating lease right-of-use assets |  | 3,124
Identifiable intangible assets |  | 25,000
Total assets acquired |  | 64,670 |
Less: liabilities assumed |  |
Accounts payable |  | 11,227
Other accrued expenses |  | 2,537
Current portion of operating lease liabilities |  | 728
Deferred income taxes |  | 8,348
Operating lease liabilities, less current portion |  | 1,649
Other long-term liabilities |  | 45
Total liabilities assumed |  | 24,534 |
Goodwill |  | 102,706
Total fair value of consideration transferred |  | $ | 142,842 |
Transaction costs related to the Allivet acquisition were expensed as incurred and are included in the selling, general, and administrative expenses in the Consolidated Statements of Income. The results of operations of Allivet have been included in the Consolidated Financial Statements since the date of the acquisition.

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- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 5 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479907/805-20-50-5 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 805 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/805/tableOfContent + Details
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