BUSINESS COMBINATIONS | NOTE 12. BUSINESS COMBINATIONS The Company made 29 38 Acquisition of Clark Pest Control: On April 30, 2019, the Company acquired Clark Pest Control of Stockton, Inc. Clark Pest Control is a leading pest management company in California and the nation's 8th largest pest management company according to PCT 100 rankings. Clark Pest Control has a customer base of approximately 145,000 26 2 139.2 The Company engaged an independent valuation firm to determine the allocation of the purchase price to Goodwill and identifiable Intangible assets. The preliminary 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 Company is in the process of analyzing the estimated values of assets and liabilities acquired, evaluating third-party valuations of certain tangible and intangible assets and finalizing its operating plans and, thus, the allocation of the purchase price is subject to material revision in its future financial statements. The finite-lived intangible assets, principally customer contracts, are being amortized over periods principally ranging from 5 10 The preliminary fair values of Clark Pest Control's assets and liabilities, at the date of acquisition at April 30 (dollars in thousands) 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 ) Contingent Consideration, short-term (6,777 ) Other current liabilities (5,452 ) Other long term liabilities (9,352 ) Accrued insurance, less current portion (1,870 ) Contingent Consideration, long-term (5,923 ) $ 395,269 ROLLINS, INC. AND SUBSIDIARIES The unaudited pro forma financial information presented below gives effect to the Clark Pest Control acquisition Three Months Ended Nine Months Ended September 30, September 30, 2019 2018 2019 2018 REVENUES Customer services $ 556,466 $ 523,957 $ 1,554,295 $ 1,481,329 COSTS AND EXPENSES 510,327 430,970 1,365,280 1,231,662 INCOME BEFORE INCOME TAXES 46,139 92,987 189,015 249,667 PROVISION FOR INCOME TAXES 2,078 23,262 36,569 58,566 NET INCOME $ 44,061 $ 69,725 $ 152,446 $ 191,101 NET INCOME PER SHARE - BASIC AND DILUTED $ 0.13 $ 0.21 $ 0.47 $ 0.58 DIVIDENDS PAID PER SHARE $ 0.11 $ 0.09 $ 0.32 $ 0.28 Weighted average participating shares outstanding - basic and diluted 327,459 327,320 327,490 327,283 The preliminary values of major classes of assets acquired and liabilities assumed recorded at the date of acquisition, as adjusted during the valuation period September 30, 2019 Accounts receivable, net $ 8,535 Materials & supplies 1,378 Equipment and property 68,704 Goodwill 201,443 Customer contracts and other intangible assets 189,581 Current liabilities (18,180 ) Other assets and liabilities, net (7,512 ) Total purchase price $ 443,949 Less: Contingent consideration liability (12,700 ) Total cash purchase price $ 431,249 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 $570.8 million and $368.5 million at September 30, 2019 and December 31, 2018, 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 $ 53.8 54.9 The Company completed its most recent annual impairment analysis as of September 30, 2019. Based upon the results of this analysis, the Company has concluded that no impairment of its goodwill or other intangible assets was indicated. The carrying amount of customer contracts was $ 283.8 million and $ 178.1 million at September 30, 2019 and December 31, 2018, respectively. The carrying amount of trademarks and tradenames was $ 102.7 million and $ 54.1 million at September 30, 2019, and December 31, 2018, respectively. The carrying amount of other intangible assets was $ 11.0 million at both September 30, 2019 and December 31, 2018. The carrying amount of customer contracts in foreign countries was $ 33.4 million and $ 37.1 million at September 30, 2019 and December 31, 2018, respectively. The carrying amount of trademarks and tradenames in foreign countries was $ 3.4 million and $ 3.7 million at September 30, 2019 and December 31, 2018, respectively. The carrying amount of other intangible assets in foreign countries was $ 1.3 million and $ 1.6 million at September 30, 2019 and December 31, 2018, respectively. ROLLINS, INC. AND SUBSIDIARIES 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 Intangible Asset Carrying Useful Life Customer contracts $ 283,830 3 12 Trademarks and tradenames 102,657 N/A- 20 Non-compete agreements 4,877 3 20 Patents 1,613 3 15 Other assets 2,291 10 Internet domains 2,227 N/A Total customer contracts and other intangible assets $ 397,495 |