XML 23 R11.htm IDEA: XBRL DOCUMENT v3.5.0.2
ACQUISITIONS
12 Months Ended
Dec. 31, 2015
Business Combinations [Abstract]  
ACQUISITIONS
ACQUISITIONS
The following table summarizes the locations of our acquisitions for the years ended December 31, 2015, 2014 and 2013:
Acquisition Locations
 
2015
 
2014
 
2013
United States
 
19

 
17

 
13

Argentina
 

 
2

 
3

Brazil
 
2

 
3

 
2

Canada
 
2

 
2

 
3

Chile
 

 
3

 
1

Ireland
 
1

 

 

Japan
 

 
2

 
3

Mexico
 
3

 

 
1

Netherlands
 
2

 

 

Portugal
 

 
5

 
2

Romania
 
4

 
3

 
6

Republic of Korea
 
6

 
1

 

Spain
 
4

 
3

 
3

United Kingdom
 

 
3

 
12

Total
 
43

 
44

 
49


During 2015, we completed 43 acquisitions, of which 19 were domestic and 24 were international. Domestically, we acquired selected assets of eleven regulated waste businesses, 100% of the stock of two regulated waste businesses, selected assets of one communication services business and 100% of the stock of another communication services business. Additionally, we acquired selected assets of four secure information destruction businesses.
In Brazil, we acquired 100% of the stock of two regulated waste businesses. In Canada, we acquired 100% of the stock of one communication services and one secure information destruction business. In Ireland, we acquired 100% of the stock of one regulated waste business. In Mexico, we acquired 100% of the stock of two regulated waste businesses and selected assets of another. In the Netherlands, which represents a new market for us, we acquired 100% of the stock of one regulated waste business and selected assets of another. In Romania, we acquired selected assets of three regulated waste businesses and 100% of the stock of another. In the Republic of Korea, we acquired selected assets of six regulated waste businesses. In Spain, we acquired selected assets of four regulated waste businesses.
The following table summarizes the aggregate purchase price paid for acquisitions and other adjustments of consideration to be paid for acquisitions during the years ended December 31, 2015, 2014 and 2013:
In thousands
 
2015
 
2014
 
2013
Cash
$
2,419,437

 
$
374,321

 
$
161,936

Promissory notes
64,072

 
125,229

 
64,581

Deferred consideration
3,172

 
3,535

 
31,149

Contingent consideration
12,945

 
17,174

 
4,371

Total purchase price
$
2,499,626

 
$
520,259

 
$
262,037


For financial reporting purposes, our acquisitions were accounted for using the acquisition method of accounting. These acquisitions resulted in the 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 growth strategy. During the twelve months ended December 31, 2015, we recognized a net increase in goodwill of $1.42 billion excluding the effect of foreign currency translation (see Note 11 – Goodwill and Other Intangible Assets in the Notes to the Consolidated Financial Statements). A net increase of $1.13 billion was assigned to our United States reportable segment, and a net increase of $289.1 million was assigned to our International reportable segment. Approximately $528.6 million of the goodwill recognized during the twelve months ended December 31, 2015 will be deductible for income taxes.
During the twelve months ended December 31, 2015, we recognized a net increase in intangible assets from acquisitions of $1.05 billion, excluding the effect of foreign currency translation. The changes include $599.4 million in the estimated fair value of acquired customer relationships with amortizable lives of 10 to 40 years, $1.4 million in permits with indefinite lives, $423.3 million in tradenames with indefinite lives, and $27.9 million in other intangibles with amortizable lives of 3 to 20 years.
The purchase prices for these acquisitions in excess of acquired tangible and identifiable intangible assets have been primarily allocated to goodwill, and are preliminary pending the 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 years ended December 31, 2015, 2014 and 2013:
In thousands
 
2015
 
2014
 
2013
Fixed assets
$
198,145

 
$
98,916

 
$
15,582

Intangibles
1,052,016

 
276,798

 
92,398

Goodwill
1,422,673

 
235,597

 
179,795

Accounts receivable
135,800

 
68,019

 
19,920

Net other assets/ (liabilities)
18,133

 
(11,702
)
 
3,260

Environmental remediation liabilities

 
(32,383
)
 

Current liabilities
(91,522
)
 
(67,334
)
 
(23,200
)
Debt
(4,966
)
 
(22,102
)
 
(7,512
)
Net deferred tax liabilities
(230,653
)
 
(18,769
)
 
(13,995
)
Noncontrolling interests

 
(6,781
)
 
(4,211
)
Total purchase price allocation
$
2,499,626

 
$
520,259

 
$
262,037


During the twelve months ended December 31, 2015, 2014 and 2013 the Company incurred $39.1 million, $13.3 million, and $10.3 million, respectively, of acquisition related expenses. These expenses are included with "Selling, general and administrative expenses" ("SG&A") on our Consolidated Statements of Income.
Included in the acquisitions discussed above, is the acquisition of Shred-it International ULC, an Alberta unlimited liability corporation ("SII"), Shredit JV LP, an Ontario limited partnership ("Shred-it JV"), Boost GP Corp., an Ontario corporation ("Boost GP"), and Boost Holdings LP, an Ontario limited partnership (together with SII, Shred-it JV and Boost GP, "Shred-it"). On October 1, 2015, we acquired Shred-it for an aggregate purchase price of $2.3 billion in cash. Shred-it is the global leader in secure information destruction, a highly complementary service to our regulated waste and compliance services and will provide operational synergies stemming from our core competencies in route logistics and lean management systems.
The following table summarizes the preliminary purchase price allocation by major asset acquired and liability assumed, as well as the amount of goodwill recognized for Shred-it acquisition and in aggregate for all other 2015 acquisitions:
In thousands
 
Shred-it Acquisition
 
Other Acquisitions
 
Total
Fixed assets
$
174,250

 
$
23,895

 
$
198,145

Intangibles
955,000

 
97,016

 
1,052,016

Goodwill
1,333,046

 
89,627

 
1,422,673

Accounts receivable
117,541

 
18,259

 
135,800

Net other assets/ (liabilities)
16,738

 
1,395

 
18,133

Current liabilities
(72,178
)
 
(19,344
)
 
(91,522
)
Debt

 
(4,966
)
 
(4,966
)
Net deferred tax liabilities
(220,505
)
 
(10,148
)
 
(230,653
)
Total purchase price allocation
$
2,303,892

 
$
195,734

 
$
2,499,626


The amounts in the table above are subject to change upon finalization of asset valuations and completion accounts. We used various techniques to determine fair value:
For fixed assets, we used a Market Approach to make preliminary estimates of fair value.
For customer relationships, we used an Income Approach using the Multi-Period Excess Earnings Method ("MPEEM") to make preliminary estimates of fair value of $534.0 million.
For the Shred-it tradename, we used an Income Approach using the Relief from Royalties method to make preliminary estimates of fair value of $421.0 million.
The results of operations of these acquired businesses have been included in the consolidated statements of income from the date of the acquisition. Our revenues for the twelve months ended December 31, 2015 from the aggregate acquisitions during 2015 was approximately $258.5 million, of which $177.4 million was from the Shred-it acquisition. Our pro forma earnings include estimates for intangible asset amortization expense but does not include estimated synergies as the timing and realizability of synergies is uncertain.
The pro forma results have been prepared for comparative purposes only and are not necessarily indicative of the results of operations as they would have been had the acquisitions occurred on the assumed dates. The following consolidated pro forma information on the impact of the 2015 acquisitions to our consolidated revenues and net income is based on the assumption that these acquisitions all occurred on January 1, 2014:
In thousands
 
Years Ended December 31,
 
2015
 
2014
Revenues
$
3,569,490

 
$
3,397,646

Net income
307,994

 
375,339