Acquisitions

3 Months Ended

Mar. 31, 2012

Acquisitions [Abstract]

ACQUISITIONS

6. ACQUISITIONS

On March 1, 2012, the Company completed the acquisition of 100% interests in the operations of Alaska Pacific Environmental Services Anchorage, LLC and Alaska Green Waste Solutions, LLC (together, “Alaska Waste”). Alaska Waste provides solid waste collection, transfer and composting services in Anchorage, the Mat-Su Valley, Fairbanks, the Kenai Peninsula and Kodiak Island. The Company paid $133,402 for the purchased operations. Pursuant to the asset purchase agreement, the Company is required to remit up to $4,000 of additional consideration to the former owners of Alaska Waste if new business is generated through the privatization of certain markets currently serviced by municipalities. The Company computed the fair value of the contingent consideration using a probability-weighted discounted cash flow methodology, which resulted in an obligation recognized at the purchase date totaling $602. Any changes in the fair value of the contingent consideration subsequent to the acquisition date will be charged or credited to expense until the contingency is settled. In addition to the acquisition of Alaska Waste, the Company acquired two individually immaterial non-hazardous solid waste collection businesses during the three months ended March 31, 2012.

During the three months ended March 31, 2011, the Company acquired one individually immaterial non-hazardous solid waste collection business. On April 1, 2011, the Company completed the acquisition of a 100% interest in Hudson Valley Waste Holding, Inc., and its wholly-owned subsidiary, County Waste and Recycling Service, Inc. (collectively, “County Waste”). As part of this acquisition, the Company acquired a 50% interest in Russell Sweepers, LLC, a provider of sweeper services, resulting in a 50% noncontrolling interest that was recognized at fair value on the purchase date. The operations include six collection operations, three transfer stations and one recycling facility across six markets in New York and Massachusetts. The Company paid $299,000 for the purchased operations plus amounts paid for the purchase of accounts receivable and other prepaid assets and estimated working capital, which amounts are subject to post-closing adjustments. No other consideration, including contingent consideration, was transferred by the Company to acquire these operations.

The acquisitions completed during the three months ended March 31, 2012 and 2011, were not material to the Company’s results of operations, either individually or in the aggregate. As a result, pro forma financial information has not been provided. The results of operations of the acquired businesses have been included in the Company’s condensed consolidated financial statements from their respective acquisition dates. The Company expects these acquired businesses to contribute towards the achievement of the Company’s strategy to expand through acquisitions.

The following table summarizes the consideration transferred to acquire these businesses and the amounts of identified assets acquired and liabilities assumed associated with businesses acquired at the acquisition date for acquisitions consummated in the three months ended March 31, 2012 and 2011:

	2012 Acquisitions			2011 Acquisitions
Fair value of consideration transferred:
Cash	$	138,908		$	814
Contingent consideration		602			—
		139,510			814
Recognized amounts of identifiable assets acquired and liabilities assumed associated with businesses acquired:
Accounts receivable		6,315			183
Other current assets		603			3
Property and equipment		22,450			106
Long-term franchise agreements and contracts		5,521			—
Customer lists		19,011			194
Indefinite-lived intangibles		35,345			—
Accounts payable		(1,982	)		(46	)
Accrued liabilities		(1,143	)		(32	)
Deferred revenue		(4,885	)		(374	)
Other long-term liabilities		(1,362	)		—
Total identifiable net assets		79,873			34
Goodwill	$	59,637		$	780

The goodwill is attributable to the synergies and ancillary growth opportunities expected to arise after the Company’s acquisition of these businesses. Goodwill acquired during the three months ended March 31, 2012 and 2011, totaling $59,637 and $780, respectively, is expected to be deductible for tax purposes.

The fair value of acquired working capital related to seven acquisitions completed during the last 12 months is provisional pending receipt of information from the acquirees to support the fair value of the assets acquired and liabilities assumed. Any adjustments recorded relating to finalizing the working capital for these seven acquisitions are not expected to be material to the Company’s financial position.

The gross amount of trade receivables due under contracts acquired during the period ended March 31, 2012, is $6,343, of which $28 is expected to be uncollectible. The gross amount of trade receivables due under contracts acquired during the period ended March 31, 2011, is $239, of which $56 is expected to be uncollectible. The Company did not acquire any other class of receivable as a result of the acquisition of these businesses.

The Company paid $3,600 of contingent consideration, including $72 of interest accretion, during the three months ended March 31, 2012, which represented the remaining payout related to the completion of earnings targets for an acquisition closed in 2010.

During the three month periods ended March 31, 2012 and 2011, the Company incurred $1,777 and $671, respectively, of acquisition-related costs. These expenses are included in Selling, general and administrative expenses in the Company’s Condensed Consolidated Statements of Net Income.