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ACQUISITIONS AND DIVESTITURES
3 Months Ended
Mar. 31, 2012
ACQUISITIONS AND DIVESTITURES

NOTE 2 – ACQUISITIONS AND DIVESTITURES

The following table summarizes the locations of our acquisitions for the three months ended March 31, 2012:

 

Acquisition Locations

   2012  

United States

     6   

Japan

     1   

Romania

     1   

Spain

     3   
  

 

 

 

Total

     11   

 

During the quarter ended March 31, 2012, we completed eleven acquisitions. Domestically, we acquired 100% of the stock of one regulated waste business, selected assets of one regulated waste business, and selected assets of four compliance businesses. We also placed an amount into escrow for a potential future acquisition. Internationally, we acquired 100% of the stock of one regulated waste business in Romania. In Spain, we acquired 100% of the stock of two regulated waste businesses and selected assets of another regulated waste business. In Japan, we acquired selected assets of a regulated waste business. We also increased our majority share in a previous acquisition in Brazil from 70% to 100%.

The following table summarizes the aggregate purchase price paid for acquisitions and other adjustments of consideration to be paid on acquisitions during the three months ended March 31, 2012:

 

In thousands

      

Cash

   $ 28,182   

Promissory notes

     8,070   

Deferred consideration

     6,053   

Contingent consideration

     760   
  

 

 

 

Total purchase price

   $ 43,065   

During the three months ended March 31, 2012, we recognized a net decrease in goodwill of $1.7 million of which $11.1 million increase was assigned to our United States reporting segment and $12.8 million decrease to our International reporting segment. Approximately $10.5 million of the goodwill recognized during the three months ended March 31, 2012 will be deductible for income taxes.

During the three months ended March 31, 2012, we recognized $35.9 million in intangible assets of which $9.8 million represents the estimated fair value of acquired customer relationships with amortizable lives of 15-40 years, $23.4 million in permits with indefinite lives, and $2.7 million in a tradename with an amortizable life of 15 years. The allocation of the acquisition price paid is preliminary pending completion of certain intangible asset valuations and completion accounts.

The following table summarizes the preliminary purchase price allocation for current period acquisitions and other adjustments to purchase price allocations during the three months ended March 31, 2012:

 

In thousands

      

Fixed assets

   $ 901   

Intangibles

     35,860   

Goodwill

     (1,738

Net other assets/ (liabilities)

     14,768   

Debt

     (124

Net deferred tax liabilities

     (8,798

Noncontrolling interests

     2,196   
  

 

 

 

Total purchase price allocation

   $ 43,065   

For financial reporting purposes, our 2012 and 2011 acquisitions were accounted for using the acquisition method of accounting. These acquisitions resulted in recognition of goodwill in our financial statements reflecting the premium paid to acquire businesses that we believe are complementary to our existing operations and fit our strategy. During the three months ended March 31, 2012 and 2011, the Company incurred $1.5 million and $5.9 million, respectively, of acquisition related expenses. These expenses are identified on our Condensed Consolidated Statements of Income as part of “Selling, general and administrative expenses”. The purchase prices in excess of acquired tangible assets for these acquisitions have been primarily allocated to goodwill and other intangibles and are preliminary pending completion of certain intangible asset valuations.