Quarterly report pursuant to Section 13 or 15(d)

BUSINESS COMBINATIONS

v3.8.0.1
BUSINESS COMBINATIONS
3 Months Ended
Mar. 31, 2018
Business Combinations [Abstract]  
Business Combinations
BUSINESS COMBINATIONS
 
The Company made 16 acquisitions during the three month period ended March 31, 2018, and 23 acquisitions for the year ended December 31, 2017, respectively, some of which have been disclosed on various press releases and related Current Reports on Form 8-K.
 
On August 1, 2017, the Company completed the acquisition of Northwest Exterminating Co., Inc. Northwest has 23 offices in 5 southeastern states and was the nation’s 17th largest pest management company. Northwest performs services for approximately 120,000 customers and will continue to operate as a separate business, as one of Rollins’ Specialty Brands, along with HomeTeam Pest Defense, Western Pest Services and Waltham Pest Services.

On February 28, 2018, the Company announced that it has purchased the stock of AMES Group Limited and Kestrel Pest Control Limited, both companies operating in the UK. AMES Group Limited is a long established pest control company, with a rich history of providing superior pest control, bird control, and specialist services to commercial customers throughout the midlands and including London. Kestrel Pest Control provides superior commercial pest control to customers in South Hampton and surrounding areas of the Southwest. Kestrel Pest Control will merge with our Safeguard UK brand.

On March 1, 2018, the Company announced that it had completed its acquisition of OPC Services. OPC Services will continue to operate as a separate business, and one of Rollins' Specialty Brands, along with HomeTeam Pest Defense, Northwest Exterminating, Western Pest Services and Waltham Pest Services.

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):
 
March 31, 2018
Accounts Receivable
$
1,536

Current Assets
273

Equipment and property
3,591

Goodwill
33,613

Customer Contracts and other intangible assets
18,225

Current liabilities
(9,310
)
Long-term liabilities
(490
)
Total consideration paid
$
47,438

Less:  Contingent consideration liability
(4,284
)
Total cash purchase price
$
43,154



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 $364.6 million and $346.5 million at March 31, 2018 and December 31, 2017, 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 $46.5 million at March 31, 2018 and $46.3 million at December 31, 2017.
 
The Company completed its most recent annual impairment analysis 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 $176.4 million and $152.9 million at March 31, 2018 and December 31, 2017, respectively. The carrying amount of trademarks and tradenames was $50.2 million and $50.0 million at March 31, 2018 and December 31, 2017, respectively. The carrying amount of other intangible assets was $11.4 million and $11.6 million at March 31, 2018 and December 31, 2017, respectively. The carrying amount of customer contracts in foreign countries was $33.0 million and $29.8 million at March 31, 2018 and December 31, 2017, respectively. The carrying amount of trademarks and tradenames in foreign countries was $1.7 million at March 31, 2018 and December 31, 2017, respectively. The carrying amount of other intangible assets in foreign countries was $1.6 million and $1.7 million at March 31, 2018 and December 31, 2017, 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 March 31, 2018 (in thousands):
Intangible Asset
 
Carrying
Value
 
Useful Life
in Years
Customer contracts
 
$
176,447

 
3 - 12

Trademarks and tradenames
 
50,198

 
0 - 20

Non-compete agreements
 
4,054

 
3 - 20

Patents
 
2,405

 
3 - 15

Other assets
 
2,752

 
10

Internet domains
 
2,227

 
n/a

Total customer contracts and other intangible assets
 
$
238,083