Annual report pursuant to Section 13 and 15(d)

ACQUISITIONS

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ACQUISITIONS
 12 Months Ended
Dec. 31, 2014
Business Combinations [Abstract]  
ACQUISITIONS
2. ACQUISITIONS

 

The Company has made several acquisitions that are not material individually or in total to the Company’s consolidated financial statements during the years ended December 31, 2014, 2013, and 2012.

 

Rollins Australia (“Rollins Australia”), a wholly-owned subsidiary of the Company, acquired Allpest WA (“Allpest”), in February 2014. Allpest was established in 1959 and is headquartered in Perth, Australia. Allpest provides traditional commercial, residential, and termite service as well as consulting services on border protection related to Australia’s biosecurity program and provides specialized services to Australia’s mining and oil and gas sectors.

 

Acquisition of Wilco Enterprises, Inc. (sole holder of PermaTreat Exterminating Company, Inc. d/b/a PermaTreat Pest Control, Inc.) (“PermaTreat”) – The Company completed the acquisition of PermaTreat effective August 1, 2014. PermaTreat is a leading pest control company located in Central and Northern Virginia and was founded in 1967. The Company issued 582,233 shares of its $1 par value common stock valued at $28.19 per share to Joseph R. Wilson and Jack Broome. A valuation of the acquired assets is currently being performed and an estimate has been recorded in the Company’s financial statements. The effect of any adjustments to these estimates for PermaTreat is not expected to have a material effect on the Company’s financial statements as the net total adjustment will affect a combination of goodwill, customer contracts, and other intangible assets at the end of the measurement period.

 

Total cash purchase price for the Company’s acquisitions in 2014 was $63.3 million, and the Company issued common stock as purchase price in acquisition having a total value of $16.4 million.

The fair values of major classes of assets acquired and liabilities assumed along with the contingent consideration liability recorded at the date of acquisition is included in the reconciliation of the total consideration as follows (in thousands):

 

 

Accounts receivable, net   $ 2,594  
Materials and supplies     481  
Prepaid expenses     175  
Equipment and property     4,516  
Goodwill     48,477  
Customer contracts     28,237  
Other intangible assets     6,471  
Current liabilities     (6,733 )
Other assets and liabilities, net     (2,900 )
Total consideration paid     81,318  
Less:  Common Stock Payment     (16,413 )
Less:  Contingent consideration liability     (1,570 )
Total cash purchase price   $ 63,335