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Acquisitions
3 Months Ended
Mar. 31, 2020
Acquisitions [Abstract]  
Acquisitions Note 14. Acquisitions

Acquisitions have been accounted for as business combinations using the acquisition method and, accordingly, the results of operations of the acquired businesses have been included in the condensed consolidated financial statements since their dates of acquisition. Asset acquisitions have been accounted for under ASU 2017-01. The assets and liabilities of these businesses were recorded in the financial statements at their estimated fair values as of the acquisition dates.

During the three months ended March 31, 2020, our investment in acquisitions was $26 million, using available cash on hand, which included $6 million for five tuck-in pest control acquisitions which have been accounted for as business combinations, as well as $18 million for final funding for two pest control acquisitions and minority interests completed in 2019 that were included in Accrued liabilities—Other on the Consolidated Statements of Financial Position as of December 31, 2019. Another $2 million of deferred purchase price on the 2020 acquisitions is due to the sellers between one year and three years from the acquisition dates. We recorded a preliminary value of $7 million of goodwill for the 2020 acquisitions. We also made a minority investment in a pest control company for approximately $7 million, which was unfunded and is included in the Condensed Consolidated Statements of Financial Position as of March 31, 2020.

During the three months ended March 31, 2019, our investment in acquisitions was $100 million, using available cash on hand, for 11 pest control acquisitions which have been accounted for as business combinations and two pest control acquisitions which have been accounted for as asset acquisitions. We recorded $60 million of goodwill, $4 million of trade names and $36 million of other intangibles, primarily customer lists, related to these acquisitions.

The following sets forth the adjustments made to purchase price allocations during the three months ended March 31, 2020:

Other

(In millions)

Goodwill

Trade Names(1)

Intangible Assets(2)

Balance as of December 31, 2019

$

309

$

31

$

197

Measurement period adjustments

4

(4)

Balance as of March 31, 2020

$

314

$

31

$

192

___________________________________

(1)Subject to amortization.

(2)Primarily customer lists.

Nomor

On September 6, 2019, we acquired Nomor, a leading provider of pest control services in Sweden and Norway, for approximately 2 billion Swedish krona (approximately $198 million using the September 6, 2019 exchange rate, net of approximately $9 million of cash acquired). This strategic acquisition launched our expansion into the European pest control market. We funded the acquisition using cash on hand and proceeds from a $120 million borrowing under our revolving credit facility.

Nomor is included in the Condensed Consolidated Statements of Financial Position based on an allocation of the purchase price. Given the timing and complexity of this acquisition, the presentation of Nomor in our financial statements, including the allocation of the purchase price, is preliminary and will likely change in future periods, perhaps significantly, as fair value estimates of the assets acquired and liabilities assumed are refined during the measurement period. Specifically, we are still evaluating working capital balances, the intangible and tangible assets acquired, deferred revenue balances, as well as the appropriate useful lives to assign to all assets, including intangibles. The majority of this purchase price is allocated to goodwill and is not expected to be deductible for income tax purposes. We will complete the purchase price allocation no later than the third quarter of 2020.

A preliminary purchase price allocation is as follows (in millions):

Current assets(1)

$

11

Property and equipment

6

Goodwill

127

Identifiable intangible assets(2)

94

Current liabilities(3)

(18)

Long-term liabilities(4)

(22)

Total purchase price

$

198

___________________________________

(1)Primarily trade receivables and net of approximately $9 million of cash acquired.

(2)Primarily customer lists.

(3)Primarily advanced collections from customers.

(4)Includes $20 million of deferred tax liabilities as a result of tax basis differences in intangible assets.

  

The following unaudited pro forma consolidated financial information presents the combined operations of ServiceMaster and Nomor for the three months ended March 31, 2019 (in millions, except per share data):

(Unaudited)

Three months ended

March 31, 2019

Consolidated revenue

$

433

Consolidated net income

$

71

Basic earnings per share

$

0.52

Diluted earnings per share

$

0.52

ASC 805, “Business Combinations,” establishes guidelines regarding the presentation of the unaudited pro forma information. Therefore, this unaudited pro forma information is not intended to represent, nor do we believe it is indicative of, the consolidated results of operations of ServiceMaster that would have been reported had the acquisition been completed at the beginning of 2018. This unaudited pro forma information does not give effect to the anticipated business and tax synergies of the acquisition and is not representative or indicative of the anticipated future consolidated results of operations of ServiceMaster. The most significant adjustment made to the pro forma financial information is the inclusion of estimated quarterly interest expense of approximately $1 million related to financing obtained for the transaction and the estimated tax impact of this adjustment. The unaudited pro forma financial information includes various assumptions, including those related to the preliminary purchase price allocation, that may be impacted by the finalization of the purchase price allocation. The tax impact of these adjustments was calculated based on Nomor’s statutory rate.

Supplemental cash flow information regarding the acquisitions is as follows:

Three Months Ended

March 31,

(In millions)

2020

2019

Assets acquired

$

7

$

110

Liabilities assumed

(4)

Net assets acquired

$

7

$

106

Net cash paid

$

6

$

100

Seller financed debt

2

6

Purchase price

$

7

$

106