XML 23 R11.htm IDEA: XBRL DOCUMENT v3.8.0.1
Business Combinations (Notes)
6 Months Ended
Jul. 01, 2017
Business Combinations [Abstract]  
Business Combinations
Business Combinations
Our investment in businesses during the first six months of 2017 was $10,877, including debt issued, in the form of notes payable to the sellers, of $3,099, and have been included in our residential and commercial segment. Measurement-period adjustments are not complete. The measurement period for purchase price allocations ends as soon as information of the facts and circumstances becomes available, but does not exceed one year from the acquisition date. During the six months ended July 2, 2016, our investment in businesses was $4,170, with liabilities assumed of $98 and $575 debt issued.

E.
Business Combinations (continued)

In March 2017, the Company acquired all of the outstanding common stock of Arborguard Tree Specialists Inc. (“Arborguard”), a residential and commercial tree care company, and certain assets of TTS&G, LLC, a leasing company related to Arborguard, for $7,200 in cash, with liabilities assumed of $1,416 and debt issued of $2,724. Arborguard’s revenue for the year ended February 28, 2017 was approximately $10,711.

The acquisition of Arborguard was accounted for under the acquisition method of accounting. The entire purchase price allocation for Arborguard is preliminary. At July 1, 2017, the fair values of the assets acquired and liabilities assumed have been preliminarily estimated and the excess consideration of $3,104 has been preliminarily recorded as goodwill pending finalization of the fair value. These preliminary estimates will be revised during the measurement period in 2017 as all pertinent information regarding finalization of the valuations for fixed assets, intangible assets, goodwill (including the amount expected to be deductible for tax purposes), tangible assets, other liabilities and deferred income tax assets and liabilities acquired are fully evaluated by the Company.

The following table summarizes the preliminary purchase price allocation of the estimated fair values of the assets acquired and liabilities assumed:
 
Six Months Ended
 
July 1,
2017
Detail of acquisitions:
 

Assets acquired:
 

Cash
$
326

Receivables
1,759

Prepaid expense
128

Equipment
1,904

Deposits and other
129

Finite-lived intangibles
4,566

Goodwill
3,504

Liabilities assumed
(1,439
)
Debt issued for purchases of businesses
(3,099
)
Cash paid
$
7,778



The results of operations of acquired businesses have been included in the consolidated statements of operations beginning as of the effective dates of acquisition. The effect of these acquisitions on our consolidated revenues and results of operations for the period ending July 1, 2017 was not significant. Pro forma net sales and results of operations for the acquisition had it occurred at the beginning of the six months ended July 1, 2017 are not material and, accordingly, are not provided.