Quarterly report pursuant to Section 13 or 15(d)

BUSINESS COMBINATIONS

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BUSINESS COMBINATIONS
 3 Months Ended
Mar. 31, 2014
Business Combinations [Abstract]  
BUSINESS COMBINATIONS

NOTE 8.     BUSINESS COMBINATIONS

 

The Company made 7 acquisitions during the three month period ended March 31, 2014.

 

Business combinations completed in fiscal 2014

 

Acquisition of Allpest WA “(Allpest”) – The Company completed the acquisition of Allpest on February 17, 2014. This is the Company’s first acquisition outside of North America and places the Company as the number one pest control provided in Western Australia. A valuation of the acquired assets is currently being performed and an estimate of the valuation has been recorded in the Company’s financial statements. The effect of any adjustments to these estimates for Allpest will have an immaterial effect on the Company’s financial statements as the net total adjustment will effect a combination of Goodwill, Customer Contracts, Other Intangible Assets at the end of the measurement period. The Company plans to complete the valuation of Allpest’s assets prior to its year-end 2014.

 

Preliminary Purchase Price Allocation

 

The total cash purchase price for the Company’s seven acquisitions in 2014 was $53.6 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   $ 2,687  
Materials and supplies     314  
Prepaid expenses     91  
Equipment and property     3,199  
Goodwill     22,803  
Customer contracts     28,819  
Other intangible assets     5,939  
Current liabilities     (5,361 )
Other assets and liabilities, net     31  
Total consideration paid   $ 58,522  
Less:  Contingent consideration liability     (4,947 )
Total cash purchase price   $ 53,575  

 

 

 

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 $235.3 million and $211.8 million at March 31, 2014 and December 31, 2013, respectively. Goodwill generally changes due to acquisitions, finalization of allocation of purchase prices of previous acquisitions and foreign currency translations. The carrying amount of goodwill in foreign countries was $32.6 million at March 31, 2014 and $9.2 million at December 31, 2013. The change in carrying amount is due to acquisitions and foreign currency translation.

 

The Company completed its most recent annual impairment analyses as of September 30, 2013. 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 and other intangible assets was $124.6 million and $32.4 million, respectively at March 31, 2014 and $101.5 million and $27.1 million, respectively at December 31, 2013. The carrying amount of customer contracts and other intangible assets in foreign countries was $29.6 million and $5.8 million, respectively at March 31, 2014 and $6.3 million and $0.4 million, respectively at December 31, 2013.

 

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, 2014 (in thousands):

 

        Useful Life
Intangible Asset   Fair Value   in Years
Customer contracts   $ 124,594      3 - 12.5
Non-compete agreements     7,892      3 - 20
Trademarks and tradenames     18,341      0 - 20
Patents     3,960     15
Internet domains     2,227      n/a
Total customer contracts and other intangible assets   $ 157,014