Quarterly report pursuant to Section 13 or 15(d)

BUSINESS COMBINATIONS

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BUSINESS COMBINATIONS
9 Months Ended
Sep. 30, 2017
Business Combinations [Abstract]  
BUSINESS COMBINATIONS

NOTE 8. BUSINESS COMBINATIONS

 

The Company made 19 acquisitions during the nine month period ended September 30, 2017, and 34 acquisitions for the year ended December 31, 2016, respectively, as disclosed on various press releases and related Current Reports on Form 8-K.

 

On August 1, 2017 Rollins, Inc. completed its acquisition of Northwest Exterminating Co., Inc.’s pest control business. Based in Marietta, Ga., Northwest was established in 1951 and services approximately 120,000 customers in Georgia, South Carolina, Tennessee, Alabama, and North Carolina. Pest control industry trade publication PCT Magazine listed Northwest as the 17th largest pest control operator in the country in its most recent 2017 list.

 

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 as follows (in thousands):

 

    September 30,
    2017
Accounts Receivable   $ 3,595  
Current Assets     464  
Equipment and property     2,245  
Goodwill and other intangible assets     158,513  
Current liabilities     (21,493 )
Long-term liabilities     151  
Total consideration paid   $ 143,475  
Less:  Contingent consideration liability     (15,593 )
Total cash purchase price   $ 127,882  

 

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 $372.9 million and $255.7 million at September 30, 2017 and December 31, 2016, 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 $46.4 million at September 30, 2017 and $42.7 million at December 31, 2016.

 

The Company completed its most recent annual impairment analyses as of September 30, 2017. Based upon the results of these analyses, the Company has concluded that no impairment of its goodwill or other intangible assets was indicated.

 

The carrying amount of customer contracts was $141.4 million and $117.5 million at September 30, 2017 and December 31, 2016, respectively, and the carrying amount of other intangible assets was $46.0 million and $44.3 million at September 30, 2017 and December 31, 2016, respectively. The carrying amount of customer contracts in foreign countries was $31.0 million and $29.7 million at September 30, 2017 and December 31, 2016, respectively and the carrying amount of other intangible assets in foreign countries was $3.6 million and $3.8 million at September 30, 2017 and December 31, 2016, 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 September 30, 2017 (in thousands):

 

             
    Carrying     Useful Life  
Intangible Asset   Value     in Years  
Customer contracts   $ 141,385       3 - 12.5  
Trademarks and tradenames     35,196       0 - 20  
Non-compete agreements     4,245       3 - 20  
Patents     2,676       3 - 15  
Other assets     1,629       10  
Internet domains     2,227       n/a  
Total customer contracts and other intangible assets   $ 187,358