Acquisition

9 Months Ended

Sep. 30, 2013

Business Combinations [Abstract]

Acquisition

Acquisition

On July 12, 2013, the Company acquired substantially all of the operating assets of Platinum Health Services, LLC, a Delaware limited liability company and Platinum Health Services PEO, LLC, a Delaware limited liability company (collectively “Platinum”) pursuant to an Asset Purchase Agreement dated July 11, 2013. Platinum was a privately-held provider of professional housekeeping, laundry and maintenance services to long-term and post-acute care facilities and operated solely within the United States. The acquisition has been included within the consolidated results of operations and financial condition from the date of the acquisition.

The total purchase consideration was $46,832,000, which consisted of a cash payment of $5,000,000, the issuance of 1,215,000 shares of the Company's common stock with a fair value of $30,062,000 and contingent consideration with a fair value of $11,770,000 as of September 30, 2013. Upon the achievement of certain financial and retention targets, the selling stockholders will be eligible for contingent consideration paid by the future issuance of the Company's common stock.

The purchase consideration of the acquisition has been preliminarily allocated to the assets acquired and liabilities assumed based on estimated fair values. The preliminary allocation is as follows:

Fair value of assets acquired, net of liabilities assumed	$	2,604,000
Goodwill	23,228,000
Intangible assets	21,000,000
Net assets acquired	$	46,832,000

Goodwill, which is expected to be amortized for tax purposes, represents the excess of the purchase price over the fair value of the net assets acquired, and is primarily attributable to the assembled workforce of the acquired business. Goodwill was allocated to our Housekeeping reportable operating segment. Intangible assets consist of customer relationships of $21,000,000 and has been assigned an estimated useful life of 10 years.

Pro forma results are not presented as the acquisition was not deemed significant to the operating results pursuant to Regulation S-X for the three and nine months ended September 30, 2013 and 2012.