Analytical Tools - Final Project With Executive Summary

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    Executive Summary

    Richmond Disposal Equities is a leader in the garbage disposal business. We provide

    garbage pickup and disposal services to municipalities across the state of Oz. Our clients

    consist, mostly of residential dwellings in affluent neighborhoods. We provide an essential

    services and our business has seen an explosion in growth as the population of the state and itsmunicipalities continues to increase. Our landfill life expectancy and long term contracts with

    growing municipalities places us above the competition as we continue to rapidly grow and

    expand our operations.

    Business

    Richmond Disposal collects and disposes garbage. Richmonds collection of garbage is

    segmented into three categories (i) hauling, (ii) intermediate disposal (iii) final disposal.

    Presently we are engaged in the collection and disposal of garbage from over 116,000

    residents. Our competitive advantage is the size and life expectancy of our landfills, along with

    our long term contracts with municipalities.

    Competition

    Our competitors are rapidly depleting the useful lives of their landfills. Once our

    competitors have run out of landfill space they will have no other option but to utilize our

    landfills. The central location of our Davies landfill will force our competitors to deal exclusively

    with us or risk going out of business. We have a competitive advantage because our landfills

    have a current life expectancy of 55 years. Most importantly we do not anticipate any new

    companies to enter the market.

    Risk

    The greatest risks associated with our business today are governmental regulations

    and the acquisition of long term municipal contracts. We have overcome these risks by working

    closely with governmental regulators and our records indicate that currently we are operating

    at or above government regulations. Secondly we have acquired long term contracts form local

    municipalities with options to further renew the contract. Historically 95% of our customers

    have renewed their contracts.

    Sale of Richmond Disposal Equities

    Richmond has been negotiating with various parties for the sale of the company. The

    owners have worked extremely hard for the past twenty years in order to give Richmond an

    exceptional reputation in the industry. However, the owners desire to sell the company and

    retire. Richmond has negotiated a sale of the company and is currently in the process of

    transferring ownership to the new management. The details of this transaction are provided in

    this report.

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    Richmond Disposal Equities

    Sellers Perspective

    The first and foremost question to be addressed must be whether John wants to sell

    Richmond Disposal Equities to prospective buyers or transfer the company to his heirs.

    Alternatively, he may also want to sell the company but retain a certain amount of interest.

    Here are some of the initial factors to be taken into consideration when making this decision:

    John should sell and diversify earnings in stable investments

    Given the fact that Elaina needs money for her day-to-day living, her old age and illness,

    and the fact that her children show no interest in the company, Johns best option is to sell

    Richmond before Elainas interests are passed on to her children. Once the interests are passed,

    they will gain significant control of the company and given their inexperience, may want to

    make a quick cash deal to sell the company.

    In Johns old age and his desire to retire from the grind, he needs a stable portfolio of

    investments to generate cash. Currently, all of his wealth is tied in this business which presents

    a concentration risk. In order to avoid this risk, he should diversify his wealth by investing the

    cash from sales into mature, income generating stocks such as (insert examples). These

    businesses typically pay out quarterly dividends, which would allow John to live comfortably in

    his retirement.

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    a financial buyer can be private equity funds, or investment banks. The financial buyer would

    likely milk the business until Richmonds contracts are up for renewal, put a lot of debt on the

    company, and look to sell.

    John should sell to a strategic buyer because this type of buyer would generate more

    synergy from the business by getting rid of redundant functional areas and jobs. This potential

    for generating synergy will influence the buyer into paying more for the company as opposed to

    financial buyers that are strictly concerned with capital.

    The Buyers Perspective

    Exclusivity

    The buyer in this transaction wants exclusivity. The buyers position is that it will pay a

    good amount of money for the business but John cant run an auction and has to deal strictly

    with the buyer. The main reason that the buyer is looking for exclusivity is to avoid competing

    with other potential buyers. The buyer should propose that John cannot reach out to other

    companies for the 60 days and must deal with the buyer alone.

    If john is unwilling to deal exclusively with the buyer, the buyer may offer a go-shop in

    order to reach a middle ground. This way the buyer will make the offer and then allow John to

    solicit bids for 2 weeks to see if he can get a better offer. Offering this provision in the contract

    will of give John some comfort when making a semi-exclusive transaction.

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    Due Diligence

    The most imperative concern for the buyer is due diligence. The buyer has to confirm all

    the aspects of the business including the financials and Richmonds contracts. Any change of

    control provisions within the contracts between Richmond and its customers would seriously

    affect the position of the buyer. This type of provision gets triggered when a business decides

    to sell to a buyer and lead to nullifying to existing contracts. Richmonds fundamental activity is

    the contracts which generate income. Therefore, the buyer needs to perform due diligence and

    visit Richmonds existing clients to be assured that the client is ok with the change of

    management.

    Evaluation

    Liquidity

    Appendix G shows that Richmonds current ratio of asset to debt (0.40) is below the

    bench mark of 1.5 -2.0, which shows a negative aspect towards short term financial

    responsibilities. This is a red flag for the buyer because it is a sign that Richmond will not be

    able to pay off its short term debt obligations and still fund its ongoing operations. Currently,

    Richmond will only be able to pay off 40% of its debt obligations when considering the amount

    of capital available to pay these debts.

    Solvency

    Richmonds debt-to-equity ratio is 0.40. In another words, its total liabilities are roughly

    equal to less than half of its owners equity. This ratio indicates that Richmond has not been

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    financing its growth with debt accumulated from outside financing. The buyer can look at this

    number as a good sign because companies that are too highly leveraged, even a slight

    downturn in profitability could leave the company incapable of repaying its creditors.

    Richmond on the other hand, for every dollar of assets, financed only about 30 cents

    with debt and the other 70 cents with owners equity, this generally indicates that Richmond is

    using less leverage and has a strong equity position.

    Managerial Efficiency

    Richmonds ratio of accounts receivable to sales revenue is roughly 11%, this means

    Richmonds accounts receivables are 11% of its annual revenues. If we assume that revenue

    had been generated evenly throughout the year, we can see that it takes customers about 41

    days to pay off their accounts. This is a very reasonable period because we can see that

    Richmond can take, on average 68 days to pay off its accounts payable. Therefore, between the

    number of days it takes for customers to pay their accounts and the number of days Richmond

    has to pay off its debts, there is a 27 day cushion.

    Profitability

    The margin ratio reflects the percentage of sales that remain after direct cost (cost of

    goods sold) and indirect costs (operating expenses) were reduced. Richmonds margin shows

    that every dollar of sales generates 14 cents of operating income. The return on asset (ROA)

    shows the amount of income that each dollar of assets generate. Richmonds ROA is around

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    53%. The return on equity (ROE) measures the return on owners investment in a firm.

    Richmonds ROE is 75% leverage towards debt.

    Determining the Purchase Price

    In order to figure out how much Richmond is worth when purchasing the business, it

    should be assumed, for the purpose of the evaluation that Richmond will be around forever.

    Discounted Cash Flow Analysis

    There is an assumption to be made here, based on the figures in table 1 relating to

    present value of free cash flow, we can forecast what the company is worth from 2016 to

    eternity. In order to utilize a practical way of evaluating how much capital Richmond will

    generate from 2016 forward, we will take the EBIDTA value and apply a multiple to it. The

    multiple used is 7 times. We got this multiple by looking at other businesses that were very

    similar, and what an investor is will to pay today for the businesses. (Reference to table)

    For example, in 2012, we took the total revenue of the company and subtracted the

    total operating expenses and then added other income to get the EBITDA value of $5540. This

    figure reflects how much Richmond will make in 2012 before income tax, interest for

    borrowing, depreciation and amortization. However, in order to evaluate how much cash will

    be generated, we subtracted depreciation and amortization which left us with the EBIT value.

    The main purpose for these calculations is to see how much cash is generated, we are

    not concerned with accounting profits here because they take into account non-cash items

    such as depreciation. We also deducted corporate tax at 39% and capital expenditures

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    (equipment purchases and other expenditures for the year). Finally, we deducted the change in

    working capital which was basically the difference between what Richmond owed to creditors

    and what Richmond was owed. These calculations reflect the amount of free cash flow

    Richmond possesses.

    In a world where there is no concept of present value, Richmond would generate the

    sum of the free cash flow figures from 2012 to 2016 plus the $84,000 figure (2016 EBITDA

    figure multiplied by exit multiple of 7). In order to figure out the present value of the cash that

    Richmond would generate, we took into consideration a present value factor. For example, in

    2012, Richmond will generate 2280, however the buyer is not going to pay this amount for it

    today because cash is worth more today than it is worth in the future. Taking this figure of 2280

    and multiplying it by the present value factor shows a present value of cash flow to be $2127.

    We similarly did this evaluation for all the years and reached a number of $11,532. We did the

    same present value calculation of the terminal year and got a figure of $41, 923. Adding these

    figures together and subtracting the negative cash flow ($70,000), we reached a total equity

    value $53,384.

    Trading Comparable Analysis

    One of the reasons why we decided to do this analysis is because we are making the

    assumption that similar companies in the industry should have the same evaluation, such as

    multiples. The market price of a company is derived from multiplying the stock price by the

    number of shares; however enterprise value also takes into consideration the debt value and

    adds that value to this figure. Table to shows the price to earnings multiple for 5 companies,

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    this multiple is important because it shows the figure that the company trades at. For example,

    if a companys earnings per share is $1 and their stock price is $10, the pe multiple would be 10,

    therefore it would be trading at 10 times its earnings. Waste Connection for example has a pe

    multiple of 9.2, meaning that its enterprise value is 9.2 times its EBITDA.

    These figures are important in our analysis because in calculating Richmonds enterprise

    value, we are using the multiples from these 5 companies. Therefore, based on the multiples of

    competitors, the value of Richmond could be between 32.6 million dollars and about 51 million

    dollars.

    The seller will likely try to add a premium to the value of the company because the seller

    wants some return; usually companies add a 30% premium to the enterprise value in order to

    earn profits. In the overall picture, Table shows that Richmond should be valued somewhere

    between 33 and 51 million with an average of 40 million. Adding a 30% premium leaves the

    value of Richmond somewhere between 42 and 60 million. This range reflects an acceptable

    range of values.

    Precedent Transactions Analysis

    This analysis reflects the multiples similar transactions that have taken place. In order to get an

    idea of the enterprise of value of Richmond, we can use these multiples. The EBITDA value we

    are using is for the last twelve months (LTM), $4,579. By multiplying this figure with the

    multiples of similar transactions, we are trying to figure out, how much Richmond may be

    worth when comparing other buy-outs. This analysis shows that Richmond is roughly worth

    $39, 244.

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    The Football Field Analysis

    In order to ascertain an acceptable value as to Richmonds worth, we used this analysis to take

    an average of the DCF analysis, the precedent transactions, and trading comparable. The result

    of this analysis reflects that Richmond is roughly worth $48, 156,000.

    The Negotiation Process

    First Meeting

    Seller valued company at $84,322,000 based on a discounted cash flow analysis.

    However the buyer had an issue with this figure because first and first most, it never took into

    account the present value factor. Money is worth more today than it is in the future, so buyer

    wanted to get a more accurate idea of how much the income generated in the future would be

    worth today.

    Adding the present value factor, the companys equity value was shown as $53,000,000.

    The buyer proposed that this is how much the company is worth TODAY.

    Even with this figure the buyer had a problem because it may not be an accurate

    statement of worth for Richmond. The seller is relying too heavily on the projected numbers

    and is not taking into account other factors that may significantly affect the value of the

    company:

    Buyers concerns: (1) the condition of the vehicle fleet and its current value (2) details of

    Richmonds contracts (3) Ensure that existing contracts will not be affected by new

    management (4) verify all financial statements with personal accountant (5) True capacity of

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    Richmond Landfills (6) IP rights to Richmond (7) No revenue in 2001? (8) Why does the

    regulatory agency report a only a 7 year useful life for this landfill (9) How long it will take for

    surrounding landfills to reach full capacity same with Canton life expectancy reported at 6

    years by agency (10) If current amendment to city of Willard exporting rate is upheld, how

    much more volume will the Davies Landfill Receive (11) Why the lack of space in the Davies

    landfill during the last quarter of 2011 (12) $7 million of standby letters in off balance sheet

    liabilities (13) How far are the discussions regarding the acceptance of the 200 tpd of biosolid

    waste (14) Why isnt Davies landfill accepting more out of state waste stream even though it is

    more convenient and cheaper than both the Charle and Brendan landfills (15) Even if Richmond

    can secure the anticipated contracts it will bid for in 2012 and 2013, will it be able to handle the

    increased amount of waste? What impact would this have on the capacity of the current

    landfills owned by Richmond?

    Second Meeting

    For the assumptions in the Discounted Cash Flow Analysis the seller initially used a

    WACC or discount rate of 7%. This was based on the rate that other like companies were

    using. The buyer cant help but notice that these other companies are multi-billion dollar

    players, the seller should not be using the same discount rate as them because these

    companies are secure. Instead, the buyer proposed a discount rate of 15% in order to evaluate

    the company accurately because it factors in the increased risk with Richmond due to the fact

    that its a privately held company, the potential for union strikes, and significant reduction of

    income compared to the other companies.

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    The seller also valued Richmond based on trading comparables. The result of the

    analysis showed that Richmond was worth $53,000,000. This was based on EBITDA rate of

    Richmond multiplied by the exit multiples (what investors were willing to pay for these

    companies) that these companies used and averaged these figures. However, the seller also

    added a 30% premium to these figures because the seller stated that he wants some take out

    value from the company. Companies never sell for exactly how much they are worth; they

    always put a premium on the figure.

    Third Meeting

    The buyer evaluated Richmond in another way using precedent transactions Analysis.

    Buyer looked at similar transactions in the past and used Richmonds 2010 EBITDA rate and

    multiplied it by the multiple that these companies were using. The average of these

    transactions reflected that on average, Richmond would be worth $39,244,000. The seller

    proposed that instead of using a single method to evaluate the company, a more accurate

    method of looking at the total value would be to take an average of the results of these

    different analyses. Therefore, the partys agreed on a football field analysis which averaged out

    the DCF, trading comparable, and precedent transactions to give us a figure of $48,156,000.

    Based on the condition of Richmonds vehicle fleet and other concerns mentioned earlier, the

    buyer offered a price of $45,000,000. The seller did not accept this term for many reasons:

    (1)Future growth strategy promises significant income generation by Richmond (2)

    surrounding landfills reaching capacity meaning more business for Richmond (3) Good

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    Faith value of the company with Richmonds contacts, long-term contracts and promise

    of stability

    After this, buyers discounted this price by 15% to allow a possible return of on investments..

    1. Buyer: Discounted by buyer at 15% this leaves the price at $41 million.

    2. Seller: Discounted price $2 million for vehicle upgrades ($46 million)

    3. Buyer: Also added $2 million for accounts payable ($43 million)

    4. Seller Argues these points in the negotiations: good faith value of company is not

    reflected in the numbers (20 years of good service + pending bio solid contract +

    growth strategy + other landfills filling up (competitors) + 95% chance of contract

    renewals

    5. Buyer Argues: ($3 million in assumed contracts is speculation + cost of finishing

    single stream recycling project + union might strike + continuing payment on canton

    perpetual land fill (half million))

    6. After these negotiations the buyer was still left with a figure of $43 million and seller

    with $46 million.

    We decided that the final price of the company would be based on the payment structure of

    the deal. If seller is willing to take $43 million, buyer is willing to give cash. If Seller takes $46

    million, buyers are willing to pay half in cash, and half in stock options.

    Type of Transaction

    Seller wants a cash deal, even though he would have to pay taxes for this transaction, he

    recognizes that by investing his cash in mature stocks, and he can make the money he paid in

    taxes back rather quickly. He does not want to own stock options because he wants to diversify

    his wealth and avoid concentration risk of investing all his wealth in one company.

    Buyer does not want to pay cash for the transaction because (1) by investing available

    cash buyer can generate income over time instead of paying the cash out to the seller (2) avoid

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    paying the cost of borrowing capital (3) spreads out risk to the seller by spreading out stock

    options

    Detailed Purchase and Contract Terms

    The parties came to an agreement on a total cash deal for $43,000,000. Elaina is entitled to half

    of this amount after taxes. The money will be paid out in the following manner:

    1. $20 million in a cash lump sum payment which will be divided equally between John and

    Elaina

    2. Of the remaining $23 million, the buyers will make annuity payments of $1 million per

    month for 23 months, which will also be divided equally between the two sellers

    Elaina will likely put her money in a trust for her children. This money will be transferred to

    her children at the time of her death. John will be taking the same measures in order to secure

    his retirement for as long as he is alive, and then transferring the money to his children.

    Impact of transaction on Spencer Family

    John: (1) He will be able to retire peacefully and will have financial security from transaction. He

    can spread out his investments into mature stocks

    Kory: (1) not very interested in the operations of the company but will benefit from the

    transaction because he will gain financial security for his future when trust is transferred to his

    name. This will give some financial security to his wife and children

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    Brendan: (1) Negotiated a three year contract between Brendan and buyer in order to keep

    Brendan employed after the transaction if he wants (Bidding and client relations). It would be

    good for the buyer because Brendan has 3 years experiences and a familiar face is always good

    when management changes. (2) Brendan will also gain financial security as half of Johns money

    will be transferred to Brendan at the time of Johns death

    Elaina: (1) She will receive a large cash payment in order to help with her living expenses in her

    old age (2) She can transfer money to her 2 children at the time of her death (3) she will not be

    concerned about the day to day operations of Richmond and will have financial security and

    funds for health expenses

    George: (1) can negotiate to keep George employed at the landfill (2) He will gain half of

    Elainas money at the time of her death

    Bob: (1) will receive future interests in a trust that will be transferred to him at the time of

    Elainas death. He can use this money to operate/expand his own business (2) doesnt seem like

    he cares about Richmond and it should not have much of an impact on him

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    Discounted Cash-Flow Analysis

    2012E 2013E 2014E 2015E 2016E

    Revenue

    Landfill $6,501 $10,020 $12,381 $13,896 $14,582

    Transfer Station (3rd Party) 1,016 1,036 1,057 1,078 1,100

    Permanent Roll Off 2,948 3,007 3,067 3,129 3,191

    Commercial (Front Load) 2,132 2,175 2,218 2,263 2,308

    Residential-Municipal Contracts 14,554 17,179 20,179 23,179 26,179

    Residential 3,994 3,994 3,994 3,994 3,994

    Other 452 461 470 480 489

    Less: I/C landfill Revenue (4,345) (4,924) (5,576) (6,229) (6,884)

    $27,252 $32,948 $37,790 $41,790 $44,959

    Operating Expenses

    Payroll Expense $11,290 $12,872 $14,479 $15,946 $17,318

    DisposaI Costs 1,929 2,248 2,512 2,698 2,835

    Maintenance Expense 1,768 2,131 2,485 2,794 3,074

    Fuel Expense 3,564 4,175 4,752 5,238 5,666

    Equipment Leases and Rental 222 238 252 263 272

    Licenses and Permits 197 206 216 226 237

    Supplies 80 88 98 107 117

    Insurance 597 656 706 748 782

    Advertising 59 72 87 103 118

    ProfeSSional Fees 695 700 704 708 713

    Bad Debt Expense 57 61 64 65 65

    Bank Charges and Bonding 415 443 476 509 541

    Building Rent 32 32 32 33 33

    Property Taxes 141 141 142 143 144

    Telephone and Utilities 414 455 496 532 564

    Other Expenses 302 361 412 453 486

    Total Operating Expenses $21,762 $24,879 $27,913 $30,566 $32,965

    Other Income 50 51 51 51 52

    EBITDA $5,540 $8,120 $9,928 $11,275 $12,046

    Less: Depreciation and Amortization (3,801) (4,587) (5,072) (5,589) (6,026)EBIT $1,739 $3,533 $4,856 $5,686 $6,020

    Less: Taxes 39.0% (678) (1,378) (1,894) (2,218) (2,348)

    Plus:Depreciation and Amortization 3,801 4,587 5,072 5,589 6,026

    Less: Changes in Working Capital $1,583 $797 $677 $559 $443

    Less: Capital Expenditures (4,164) (6,579) (6,364) (2,914) (4,774)

    Free Cash Flow $2,280 $960 $2,347 $6,703 $5,367

    Present Value of Free Cash FlowPeriod 1.0 1.5 2.5 3.5 4.5Free Cash Flow $2,280 959.8 2,347.4 6,702.9 5,367.4PV Factor 0.9325 0.8109 0.7051 0.6131 0.5332PV Cash Flows $2,127 $778 $1,655 $4,110 $2,862

    Terminal Year Cash FlowPeriod 5.0EBITDA $12,046

    Exit Multiple7.0x

    Terminal Year Value $84,322PV Factor 0.4972PV Cash Flow $41,923

    Enterprise Value $53,454Less Debt 0Plus Cash ($70)Equity Value $53,384

    Appendix A

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    Appendix B

    Working Capital Schedule

    2012E 2013E 2014E 2015E 2016E

    2011 Revenue $26,021 $27,252 $32,948 $37,790 $41,790 $44,959

    AccountsRecievables

    $2,945 $3,084 $3,729 $4,277 $4,730 $5,088

    Days 41 41 41 41 41 41

    Prepaid Expenses $382 $400 $484 $555 $613 $660

    Percent ofRevenue

    1.5% 1.5% 1.5% 1.5% 1.5% 1.5%

    Other current

    Assets$220 $230 $279 $320 $353 $380

    Percent ofRevenue

    0.8% 0.8% 0.8% 0.8% 0.8% 0.8%

    Accounts Payable $3,438 $5,078 $6,139 $7,041 $7,787 $8,377

    Days 68 68 68 68 68 68

    Accrued Expenses $2,338 $2,449 $2,960 $3,395 $3,755 $4,040

    Percent ofRevenue

    9.0%9.0% 9.0% 9.0% 9.0% 9.0%

    Working Capital ($2,229) ($3,812) ($4,608) ($5,286) ($5,845) ($6,288)

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    Appendix C

    Assumptions

    WACC 15.0%

    Exit Multiple 7.0x

    Sensitivity Analysis

    ##### 12% 13% 14% 15% 16% 17% 18%

    6.0x 53,406 51,299 49,298 47,395 45,586 43,865 42,227

    6.5x 56,823 54,568 52,426 50,390 48,454 46,612 44,859

    7.0x 60,241 57,837 55,554 53,384 51,322 49,359 47,492

    7.5x 63,658 61,106 58,682 56,379 54,189 52,107 50,125

    8.0x 67,076 64,375 61,810 59,373 57,057 54,854 52,758

    8.5x 70,494 67,644 64,939 62,368 59,924 57,601 55,390

    9.0x 73,911 70,913 68,067 65,362 62,792 60,348 58,023

    Sensitivity Analysis

    WACC 12% 13% 14% 15% 16% 17% 18%

    ExitMultip

    le

    6.0x 53,406 51,299 49,298 47,395 45,586 43,865 42,227

    6.5x 56,823 54,568 52,426 50,390 48,454 46,612 44,859

    7.0x 60,241 57,837 55,554 53,384 51,322 49,359 47,4927.5x 63,658 61,106 58,682 56,379 54,189 52,107 50,125

    8.0x 67,076 64,375 61,810 59,373 57,057 54,854 52,758

    8.5x 70,494 67,644 64,939 62,368 59,924 57,601 55,390

    9.0x 73,911 70,913 68,067 65,362 62,792 60,348 58,023

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    Appendix D

    Trading Comparables

    Waste

    Connections

    Waste

    Management

    Republic

    Services

    Progressive

    Waste

    Solutions

    Casella Waste

    ManagementAverage

    2012E

    EBITDA: 5540

    Market Cap. (US$MM) $3,582 $16,737 $11,869 $2,566 $1722013E

    EBITDA: 8120

    Enterprise Value (US$MM) $4,755 $25,449 $18,353 $3,862 $625

    2012E-2013E EBITDA Growth 7.6% 6.4% 5.0% 4.9% 11.2%

    2012E EBITDA Margin 32.0% 25.0% 30.4% 28.9% 21.5%

    P / CY 2012E EPS 21.0x 15.8x 15.4x 18.5x nmf

    EV / CY 2012E EBITDA 9.2x 7.4x 7.3x 7.0x 5.9x

    EV / CY 2013E EBITDA 8.5x 7.0x 6.9x 6.7x 5.4x

    LTM ROCE 8.1% 8.1% 7.2% 6.7% 3.1%

    Debt / CY 2012E EBITDA 2.3x 2.8x 2.7x 2.4x 4.5x

    EV based on 2012E EBITDA 50,968 40,996 40,442 38,780 32,686 40,774

    Take out value (+30% premium) 66,258 53,295 52,575 50,414 42,492 53,007

    EV based on 2013E EBITDA 69,165 56,514 56,104 54,531 43,854 56,034

    Take out value (+30% premium) 89,914 73,469 72,936 70,890 57,010 72,844

    Trading Comp Trading Comp + 30%

    Min 32,686 Min 42,492

    Max 50,968 Max 66,258

    Average 40,774 Average 53,007

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    Appendix E

    Precedent Transactions

    Transaction EV/LTM EBITDA Est. Take-out value ** Net Debt ~$0

    Florida Recycling / Waste Services (2003) 11.8x $53,857

    Biffa / Montagu & Consortium (2008) 10.0x 45,579

    IESI / BFI Canada (2004) 9.5x 43,501

    WCA Waste / Macquarie Capital (2011) 9.2x 42,346

    Waste Industries / WWIN Consortium (2007) 8.6x 39,419

    WSII Jacksonville / Advanced Disposal (2008) 8.2x 37,613

    Hydrochem Industrial / Aquilex (2007) 7.9x 36,060

    Allied / Republic (2008) 7.6x 34,938

    Waste Services / IESI-BFC (2009) 7.6x 34,800

    Oakleaf Global Holdings / Waste Management (2011) 5.3x 24,326

    Average 8.6x 39,244

    2010 EBITDA per Exhibit F $4,579.00

    Min 24,326

    Max 53,857

    Average 39,244

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    Appendix F

    Actual Selected

    Multiple

    LowMutiple High Min Max Min Diff. Max

    DCF $51,322 $61,810 $51,000 $10,800 $61,800 $56,400 $48,156

    Precedents7.5x 9.5x $41,550 $52,630 $41,550 $11,050 $52,600 $47,075 $48,156

    Trading

    Comps

    6.0x 8.0x $33,240 $44,320 $33,200 $11,100 $44,300 $38,750 $48,156

    Trading Comps + 30%

    Premium

    6.0x 8.0x $43,212 $57,616 $43,200 $14,400 $57,600 $50,400 $48,156

    2012E EBITDA $5,540

    $51,000

    $41,550

    $33,200

    $43,200

    $61,800

    $52,600

    $44,300

    $57,600

    DCF Precedents Trading Comps Trading Comps + 30% Premium

    Average $48,156

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    Appendix G

    Liquidity Asset to Debt $3,477 /

    $8,651

    .40 Negative aspect towards short term financial

    responsibility

    Solvency Debt to Equity $11,112 /

    $26,121

    .425 Negative aspect towards long term

    obligations

    Debt to Total

    Asset

    $11,112 /

    $37,233

    .2984 30 cents of every dollar for debt. 70 cents

    owners equity

    Managerial Acct. Rec to

    Revenue

    $2,945 /

    $26,021

    .1132 It takes on an average of 5.9 weeks for

    customers to pay their bill

    Profitability Margin $3,641 /

    $26,021

    .1399 Every dollar of sales generates 14 cents of

    operating income

    ROA $19,717 /

    $37,233

    .5296 Income that each dollar of assets generates

    ROE $19,717 /

    $26,121

    .7548 Leverage against debt