2. ACQUISITIONS

In July 2013, we purchased Global Ascent, Inc. (“Global Ascent”) a leading provider of industrial rope access services for $10.8 million in cash plus additional consideration of up to a maximum of $4.0 million based upon the future performance of Global Ascent over the next six years. Based upon the preliminary price allocation, we have recorded $0.9 million in net working capital, $0.1 million in fixed assets, $5.8 million in goodwill, $6.0 million in intangibles classified as customer relationships, and $2.0 million in contingent consideration.

In August 2012, Team’s subsidiary, Quest Integrity Group, LLC (“Quest Integrity”), acquired a specialty remote digital video inspection company based in New Zealand for approximately $3.0 million in cash. Based upon the completed purchase price allocation, we have recorded $0.7 million in fixed assets, $1.1 million in intangible assets classified as customer relationships, $0.3 million in intangible assets classified as non-compete agreements and $0.9 million in goodwill. In September 2012, Team also acquired the common stock of TCI Services, Inc. (“TCI”) for approximately $23.2 million, of which $16.5 million was cash paid and $6.7 million was deferred payments. TCI is a company based in Oklahoma specializing in the inspection and repair of above ground storage tanks. Based upon the completed purchase price allocation associated with the TCI acquisition, we recorded $4.1 million in net working capital, $2.6 million in fixed assets, $6.7 million in intangible assets classified as customer relationships, $1.1 million in intangible assets classified as trade name, $8.6 million in goodwill, $1.0 million in other current liabilities and $5.7 million in other long-term liabilities. The $1.0 million in other current liabilities and $5.7 million in other long-term liabilities represent future consideration to be paid, of which $1.9 million is an estimate of contingent payments to be made based upon the future performance criteria of TCI and the remainder is due in annual installments of $1.0 million beginning in September 2013. The combined unaudited annual revenues for both acquired businesses are approximately $24 million based upon their most recently completed fiscal years, and the total consideration for both was approximately $26 million, subject to adjustments for working capital true-ups and the future performance of the businesses. As a result of the two business acquisitions, we expect to be able to deduct $6.7 million of the goodwill recognized for tax purposes. Of the $8.6 million of TCI goodwill, $1.9 million is contingent consideration and will be considered deductible when paid.

On November 3, 2010, we purchased 95% of Quest Integrity, a privately held advanced inspection services and engineering assessment company. We expect to purchase the remaining 5% in fiscal year 2015 for a purchase consideration based upon the future financial performance of Quest Integrity as defined in the purchase agreement. Future consideration would be payable in our common stock for an aggregate value of no less than $2.4 million, provided the aggregate value of the consideration does not exceed 20% of our outstanding common stock. Our valuation of the remaining 5% equity of Quest Integrity at the date of acquisition was $4.9 million, which is reflected in the shareholders’ equity section of the Consolidated Balance Sheet as “Non-controlling interest”.

Information regarding the change in carrying value of the non-controlling interest is set forth below (in thousands):


Fair value of non-controlling interest at November 3, 2010	$	4,917
Income attributable to non-controlling interest		441
Other comprehensive income attributable to non-controlling interest		(25	)

Carrying value of non-controlling interest at August 31, 2013	$	5,333