Business Acquisitions, Investments and Restructuring Charges

9 Months Ended

Sep. 30, 2023

Business Combination and Asset Acquisition [Abstract]

BUSINESS ACQUISITIONS, INVESTMENTS AND RESTRUCTURING CHARGES

Acquisitions

We acquired various environmental services businesses during the nine months ended September 30, 2023 and 2022. The aggregate purchase price paid for these business acquisitions and the allocations of the aggregate purchase price follows:


	2023		2022
Purchase price:
Cash used in acquisitions, net of cash acquired of $15.2 and $66.6, respectively	$	938.0	$	2,583.2

Holdbacks	9.4		12.6
Fair value, future minimum finance lease payments	0.6		15.6

Total	$	948.0	$	2,611.4
Allocated as follows:

Accounts receivable	$	25.5	$	249.2
Prepaid expenses	0.9		15.6
Landfill development costs	0.5		495.7
Property and equipment	223.9		730.6
Operating right-of-use lease assets	3.4		55.4
Interest rate swap	—		29.1

Other assets	0.1		42.3
Inventory	2.1		11.6
Accounts payable	(5.6)		(108.9)
Deferred revenue	(8.2)		(27.7)
Environmental remediation liabilities	(5.6)		(92.9)
Closure and post-closure liabilities	(10.5)		(89.3)
Operating right-of-use lease liabilities	(3.4)		(55.8)
Deferred income tax liabilities	(23.6)		(151.0)
Other liabilities	(0.3)		(54.7)
Fair value of tangible assets acquired and liabilities assumed	199.2		1,049.2
Excess purchase price to be allocated	$	748.8	$	1,562.2
Excess purchase price allocated as follows:
Other intangible assets	$	136.0	$	169.6
Goodwill	612.8		1,392.6
Total allocated	$	748.8	$	1,562.2

Certain of the purchase price allocations are preliminary and based on information existing at the acquisition dates. Accordingly, the purchase price allocations are subject to change. For the acquisitions that closed during the nine months ended September 30, 2023, we expect that a majority of the goodwill and intangible assets recognized as a result of these acquisitions will be deductible for tax purposes.

These acquisitions are not material to the Company's results of operations, individually or in the aggregate. As a result, no pro forma financial information is provided.

On May 2, 2022, we acquired all outstanding equity of US Ecology, Inc. (US Ecology) in a transaction valued at $2.2 billion. US Ecology is a leading provider of environmental solutions offering treatment, recycling and disposal of hazardous, non-hazardous and specialty waste. As of June 30, 2023, we finalized the purchase price allocation. We did not step-up the tax basis of the assets recognized in connection with the US Ecology acquisition, and do not expect that the goodwill and intangible assets recognized will be deductible for tax purposes.

During the nine months ended September 30, 2023 and 2022, we incurred $24.3 million and $65.4 million, respectively, of acquisition integration and deal costs in connection with the acquisition of US Ecology. During the three months ended September 30, 2023 and 2022, we incurred $6.2 million and $8.7 million, respectively, of acquisition integration and deal costs in connection with the acquisition of US Ecology. The 2023 costs primarily related to the integration of certain software systems as well as rebranding of the business, and the 2022 costs included certain costs to close the acquisition and integrate the business.

In June 2023, we acquired a vertically-integrated set of operations located primarily in Colorado from GFL Environmental Inc., including recycling, hauling, transfer and landfill operations. The purchase price allocation is preliminary and remains subject to revision as additional information is obtained about the facts and circumstances that existed at the valuation date. The preliminary allocation of purchase price, including the value assigned to tangible and intangible assets acquired as well as certain landfill and environmental liabilities assumed, is based on the best estimates of management and is subject to revision based on the final valuations. We expect our valuations to be substantially complete by the end of 2023.

Investments

In 2023 and 2022, we acquired non-controlling equity interests in certain limited liability companies that qualified for investment tax credits under Section 48 of the Internal Revenue Code. In exchange for our non-controlling interests, we made capital contributions of $34.0 million and $121.0 million, which were recorded to other assets in our September 30, 2023 and 2022 consolidated balance sheets, respectively. During the three and nine months ended September 30, 2023, we decreased the carrying value of these investments by $3.7 million and $6.3 million, respectively, and during the three and nine months ended September 30, 2022, we decreased the carrying value of these investments by $49.5 million and $61.8 million, respectively, as a result of cash distributions and our share of income and loss pursuant to the terms of the limited liability company agreements. Additionally, our tax provisions reflect benefits of approximately $8 million for the three and nine months ended September 30, 2023, and benefits of approximately $35 million and $60 million, respectively, for the three and nine months ended September 30, 2022, due to the tax credits related to these investments. For further discussion of the income tax benefits, refer to Note 11, Income Taxes, in Part II, Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2022.

Restructuring Charges

During the three and nine months ended September 30, 2023, we incurred restructuring charges of $6.3 million and $27.3 million, respectively, and during the three and nine months ended September 30, 2022, we incurred restructuring charges of $6.8 million and $18.8 million, respectively. Of the 2023 charges, $9.5 million related to the early termination of certain leases and $17.8 million related to the redesign of our asset management, and customer and order management software systems, and the 2022 charges primarily related to the redesign of our general ledger, budgeting and procurement enterprise resource planning systems which was completed with systems being placed into production in 2022. During the nine months ended September 30, 2023 and 2022, we paid $32.4 million and $17.0 million, respectively, related to these restructuring efforts.