Business Acquisition

9 Months Ended

Jun. 30, 2014

Business Acquisitions [Abstract]

Business Acquisitions

NOTE 3 — BUSINESS ACQUISITIONS

On December 31, 2012, MWI Veterinary Supply Co. (“MWI Co.”) purchased substantially all of the assets of Prescription Containers Inc. (“PCI Animal Health”) for $17,107, after giving effect to post-closing adjustments.  PCI Animal Health was a distributor of companion animal health products to veterinary practices, primarily in the Northeastern United States.  The intangible asset acquired in the acquisition is for customer relationships and has an estimated useful life of 10 years.  The amount recorded in goodwill is expected to be deductible for tax purposes over 15 years. The fair values assigned to the tangible and intangible assets acquired and liabilities assumed are based on management's estimates and assumptions, as well as other information compiled by management, including valuations that utilize customary valuation procedures and techniques.

On November 1, 2013, MWI Co. purchased substantially all of the assets of IVESCO Holdings, LLC (“IVESCO”) for a net purchase price of $79,633, after giving effect to post-closing adjustments.  The cash purchase price was funded with borrowings by the Company under its Credit Agreement (as defined herein). IVESCO engaged in the distribution and sale of animal health and related products and services, logistics and technical support relating to such distribution and sale of animal health and related products. The intangible assets acquired in the acquisition include trade name and customer relationships.  The intangible asset representing customer relationships acquired in the acquisition has an estimated useful life of 9 years.  The amount recorded in goodwill is expected to be deductible for tax purposes over 15 years. The fair values assigned to the tangible and intangible assets acquired and liabilities assumed are based on management’s estimates and assumptions as well as other information compiled by management, including valuations that utilize customary valuation procedures and techniques.

The following table summarizes the fair values of the assets acquired and liabilities assumed at the date of acquisition, which may be adjusted during the allocation period as defined in Accounting Standards Codification (“ASC”) 805.  These purchase price allocations are based on a combination of valuations and analyses.

	IVESCO		PCI Animal Health
Cash	$	1,387	$	-
Receivables		77,255		3,585
Inventories		65,033		1,928
Other current assets		335		-
Property and equipment		4,931		-
Other assets		1,102		-
Goodwill		1,194		9,327
Intangibles		3,850		4,780
Total assets acquired		155,087		19,620
Accounts payable		73,875		2,513
Accrued expenses		1,579		-
Total liabilities assumed		75,454		2,513
Net assets acquired	$	79,633	$	17,107

Due to the commencement of the integration of IVESCO, it is impracticable to separately present the revenues and earnings of IVESCO that are included in our consolidated statements of income from the acquisition date of November 1, 2013 through June 30, 2014. This information for PCI Animal Health is also not presented as it is impracticable due to the integration of the acquired operations.

The following table presents supplemental pro forma information for the nine months ended June 30, 2014 and 2013 as if the acquisition of substantially all of the assets of IVESCO had occurred on October 1, 2012 (pro forma information is not presented for PCI Animal Health as it is not material):

	Unaudited Pro Forma Consolidated Results
	Nine Months Ended June 30,
	2014		2013
Revenues	$	2,236,971	$	2,113,665
Net Income	$	54,582	$	51,701
Earnings per common share - diluted	$	4.28	$	4.07

Results for the nine months ended June 30, 2014 include approximately $2,329 of integration and acquisition related expenses incurred in connection with the acquisition of substantially all of the assets of IVESCO on November 1, 2013. The unaudited pro forma consolidated results are not necessarily indicative of what our consolidated results of operations would have been had we completed the acquisition on October 1, 2012.  Additionally, the unaudited pro forma consolidated results do not purport to project the future results of operations of the combined company.