XML 32 R9.htm IDEA: XBRL DOCUMENT
v3.20.4

ACQUISITIONS | 12 Months Ended
--- | ---
Dec. 31, 2020
Business Combinations [Abstract] |
ACQUISITIONS | 2. ACQUISITIONS The Company made 31 and 30 acquisitions during the years ended December 31, 2020, and 2019, respectively, and a material one is described below. Acquisition of Clark Pest Control: The Company completed the acquisition of Clark Pest Control on April 30, 2019. Clark Pest Control is a leading pest management company in California and was the nation’s 8th largest pest management company according to PCT 100 rankings at the time of the acquisition, making it the largest Rollins acquisition since the Company acquired HomeTeam Pest Defense in 2008. Clark Pest Control services its customers 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. The Company’s consolidated statements of income include the results of operations of Clark Pest Control beginning April 30, 2019. The Company engaged an independent valuation firm to determine the allocation of the purchase price to goodwill and identifiable intangible assets. The 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 finite-lived intangible assets, principally customer contracts, are being amortized over periods principally ranging from 5 to 10 years on a straight-lined basis. The fair values of Clark Pest Control's assets and liabilities, at the date of acquisition, were as follows:
(in thousands) |  | at April 30, 2019 |
Assets and liabilities: |  |  |  |
Trade accounts receivables |  | $ | 6,974 |
Materials and supplies |  |  | 900 |
Other current assets |  |  | 5,367 |
Equipment and property, net |  |  | 65,535 |
Goodwill |  |  | 191,853 |
Customer contracts |  |  | 112,700 |
Trademarks & tradenames |  |  | 49,300 |
Non-compete agreements |  |  | 500 |
Accounts payable |  |  | (1,929 | )
Accrued compensation and related liabilities |  |  | (5,678 | )
Unearned revenues |  |  | (879 | )
Other current liabilities |  |  | (877 | )
Accrued insurance, less current portion |  |  | (1,870 | )
Total consideration |  |  | 421,896 |
Less: contingent consideration |  |  | (26,627 | )
Total cash paid at acquisition |  | $ | 395,269 |
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 had actually occurred as of the beginning of such years or results which may be achieved in the future.
|  | 12 Months Ended |
|  | December 31, |
(in thousands, except per share amounts) |  | 2019 |  |  | 2018 |
Revenues: |  |  |  |  |  |  |  |
Customer Services |  | $ | 2,060,280 |  |  | $ | 1,960,741 |
Costs And Expenses |  |  | 1,798,984 |  |  |  | 1,640,120 |
Income Before Income Taxes |  |  | 261,296 |  |  |  | 320,621 |
Provision For Income Taxes |  |  | 57,813 |  |  |  | 79,070 |
Net Income |  | $ | 203,483 |  |  | $ | 241,551 |
Net Income Per Share - Basic And Diluted |  | $ | 0.41 |  |  | $ | 0.49 |
Dividends Paid Per Share |  | $ | 0.31 |  |  | $ | 0.31 |
Weighted average participating shares outstanding - basic and diluted |  |  | 491,604 |  |  |  | 491,216 |
Total cash purchase price for the Company’s acquisitions in 2020 and 2019 were $147.6 million and $430.6 million, respectively. Excluding the values of the Clark Pest Control discussed above, the fair values of major classes of assets acquired and liabilities assumed along with the contingent consideration liability recorded during the valuation period of acquisition is included in the reconciliation of the total consideration as follows (in thousands):
December 31, |  | 2020 |  |  | 2019 |
Accounts receivable |  | $ | 3,547 |  |  | $ | 754 |
Materials and supplies |  |  | 582 |  |  |  | 478 |
Equipment and property |  |  | 7,269 |  |  |  | 3,169 |
Goodwill |  |  | 73,430 |  |  |  | 12,309 |
Customer contracts |  |  | 72,608 |  |  |  | 23,644 |
Trademarks & tradenames |  |  | 7,317 |  |  |  | — |
Other intangible assets |  |  | 1,333 |  |  |  | 850 |
Current liabilities |  |  | (15,518 | ) |  |  | (8,832 | )
Other assets and liabilities, net |  |  | 9,639 |  |  |  | 11,994 |
Total consideration paid |  |  | 160,207 |  |  |  | 44,366 |
Less: Contingent consideration liability |  |  | (12,594 | ) |  |  | (9,077 | )
Total cash purchase price |  | $ | 147,613 |  |  | $ | 35,289 |

X
- Definition 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). + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI http://asc.fasb.org/topic&trid=2303972 + Details
Name: | us-gaap_BusinessCombinationDisclosureTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References No definition available. + Details
Name: | us-gaap_BusinessCombinationsAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration