|6 Months Ended|
Jun. 30, 2019
|Business Combinations [Abstract]|
NOTE 11. BUSINESS COMBINATIONS
The Company made fourteen acquisitions during the six month period ended June 30, 2019, and 38 acquisitions for the year ended December 31, 2018, respectively, some of which have been disclosed on various press releases and related Current Reports on Form 8-K.
Acquisition of Clark Pest Control:
On April 30, 2019, the Company announced it had acquired Clark Pest Control of Stockton, Inc., “Clark Pest Control” located in Lodi, CA. Clark Pest Control is a leading pest management company in California and the nation's 8th largest pest management company according to PCT 100 rankings.
Clark Pest Control has a customer base of approximately 145,000 customers, which are served from 26 service locations in 2 states. Clark Pest Control recorded revenues of approximately $139.2 million for the fiscal year ended December 31, 2018. This acquisition will broaden Rollins' market share considerably. The Company's consolidated statements of income include the results of operations of Clark Pest Control for the period beginning April 30, 2019 through June 30, 2019.
The Company engaged an independent valuation firm to determine the allocation of the purchase price to Goodwill and identifiable Intangible assets. The preliminary valuation resulted in the allocation of $191.9 million to goodwill, $112.7 million to customer contracts, and $49.8 million to other intangible assets, principally tradenames. The Company is in the process of analyzing the estimated values of assets and liabilities acquired, evaluating third-party valuations of certain tangible and intangible assets and finalizing its operating plans and, thus, the allocation of the purchase price is subject to material revision in its future financial statements. The finite-lived intangible assets, principally customer contracts, are being amortized over periods principally ranging from 5 to 10 years on a straight-lined basis.
ROLLINS, INC. AND SUBSIDIARIES
The preliminary fair values of Clark Pest Control's assets and liabilities, at the date of acquisition, were as follows:
The unaudited pro forma financial information presented below gives effect to the Clark Pest Control acquisition as if it had occurred as of the beginning of our fiscal year 2018. The information presented below is for illustrative purposes only and is not necessarily indicative of results that would have been achieved if the acquisition actually had occurred as of the beginning of such years or results which may be achieved in the future.
The preliminary values of major classes of assets acquired and liabilities assumed recorded at the date of acquisition, as adjusted during the valuation period, are included in the reconciliation of the total consideration for all 14 acquisitions as follows (in thousands):
ROLLINS, INC. AND SUBSIDIARIES
Goodwill from acquisitions represents the excess of the purchase price over the fair value of net assets of businesses acquired. The carrying amount of goodwill was $563.1 million and $368.5 million at June 30, 2019 and December 31, 2018, respectively. Goodwill generally changes due to the timing of acquisitions, finalization of allocation of purchase prices of previous acquisitions and foreign currency translations. The carrying amount of goodwill in foreign countries was $55.2 million at June 30, 2019 and $54.9 million at December 31, 2018.
The Company completed its most recent annual impairment analysis as of September 30, 2018. Based upon the results of this analysis, the Company has concluded that no impairment of its goodwill or other intangible assets was indicated.
The carrying amount of customer contracts was $283.3 million and $178.1 million at June 30, 2019 and December 31, 2018, respectively. The carrying amount of trademarks and tradenames was $103.0 million and $54.1 million at June 30, 2019, and December 31, 2018, respectively. The carrying amount of other intangible assets was $11.2 million and $11.0 million at June 30, 2019 and December 31, 2018, respectively. The carrying amount of customer contracts in foreign countries was $35.1 million and $37.1 million at June 30, 2019 and December 31, 2018, respectively. The carrying amount of trademarks and tradenames in foreign countries was $3.5 million and $3.7 million at June 30, 2019 and December 31, 2018, respectively. The carrying amount of other intangible assets in foreign countries was $1.4 million and $1.6 million at June 30, 2019 and December 31, 2018, respectively.
Customer contracts and other amortizable intangible assets are amortized on a straight-line basis over their economic useful lives. The following table sets forth the components of intangible assets as of June 30, 2019 (in thousands):
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).
Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef