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ACQUISITIONS
9 Months Ended
Sep. 30, 2018
Business Combinations [Abstract]  
ACQUISITIONS

NOTE 3 – ACQUISITIONS

Acquisitions

During the nine months ended September 30, 2018, the Company completed 19 acquisitions, all within our Domestic and Canada RCS reportable segment, which we believe are complementary to our existing operations and fit our growth strategy. Each acquisition met the business definition in ASU 2017-01 and for financial reporting purposes was accounted for using the acquisition method of accounting.

The following table summarizes the location and services of the acquisitions for the nine months ended September 30, 2018:

 

 

 

 

 

 

Service

 

Acquisition Locations

Total Number of Acquisitions

 

 

Regulated Waste

 

Secure Information Destruction

 

United States

 

19

 

 

 

2

 

 

17

 

Total

 

19

 

 

 

2

 

 

17

 

The following table summarizes the acquisition date fair value of consideration transferred for current year acquisitions and the adjustment to the consideration transferred for the prior year acquisitions during the nine months ended September 30, 2018:

 

In millions

 

 

Nine Months Ended September 30, 2018

 

 

Current Year Acquisitions

 

 

Adjustments to Prior Year Acquisitions

 

 

Total

 

Cash, net of cash acquired

$

39.6

 

 

$

-

 

 

$

39.6

 

Promissory notes

 

27.5

 

 

 

-

 

 

 

27.5

 

Deferred consideration

 

0.6

 

 

 

-

 

 

 

0.6

 

Contingent consideration

 

-

 

 

 

(0.4

)

 

 

(0.4

)

Total purchase price

$

67.7

 

 

$

(0.4

)

 

$

67.3

 

During the nine months ended September 30, 2018, we recognized an increase in goodwill of $42.0 million related to current year acquisitions, excluding the effect of foreign currency translation, which will be deductible for income taxes.

During the nine months ended September 30, 2018, we recognized an increase in customer relationships intangibles from current year acquisitions of $22.7 million, excluding the effect of foreign currency translation, with amortizable lives of 10 to 30 years.

The fair value of consideration transferred in a business combination is allocated to the tangible and intangible assets assumed at the acquisition date, with the remaining unallocated amount recorded as goodwill.  The allocations of the acquisition price for recent acquisitions have been prepared on a preliminary basis, pending completion of certain intangible asset valuations and finalization of the opening balance sheets.

The following table summarizes the preliminary purchase price allocations for current year acquisitions and adjustments to purchase price allocations for prior year acquisitions for the nine months ended September 30, 2018:

 

In millions

 

 

Nine Months Ended September 30, 2018

 

 

Current Year Acquisitions

 

 

Adjustments to Prior Year Acquisitions

 

 

Total

 

Fixed assets

$

1.8

 

 

$

4.7

 

 

$

6.5

 

Intangibles

 

22.7

 

 

 

0.6

 

 

 

23.3

 

Goodwill

 

42.0

 

 

 

(7.3

)

 

 

34.7

 

Net other assets and liabilities

 

1.2

 

 

 

1.6

 

 

 

2.8

 

Total purchase price allocation

$

67.7

 

 

$

(0.4

)

 

$

67.3

 

The results of operations of these acquired businesses have been included in the Condensed Consolidated Statements of Income (Loss) from the date of the acquisitions.  Pro forma results of operations for these acquisitions are not presented because the pro forma effects, individually or in the aggregate, were not material to the Company’s condensed consolidated results of operations.