Business Acquisitions, Investments and Restructuring Charges

9 Months Ended

Sep. 30, 2019

Business Acquisitions, Investments and Restructuring Charges

BUSINESS ACQUISITIONS, INVESTMENTS AND RESTRUCTURING CHARGES

Acquisitions

We acquired various waste businesses during the nine months ended September 30, 2019 and 2018. The purchase price for these business acquisitions and the allocations of the purchase price follows:


	2019		2018
Purchase price:
Cash used in acquisitions, net of cash acquired	$	424.3	$	111.1
Contingent consideration	2.5		—
Holdbacks	16.0		10.9
Fair value, future minimum finance lease payments	5.8		—

Total	448.6		122.0
Allocated as follows:
Accounts receivable	18.3		1.9
Landfill airspace	—		22.2
Property and equipment	143.0		17.5
Operating right-of-use lease assets	18.1		—
Other assets	2.5		0.1
Inventory	1.1		0.2
Accounts payable	(11.5)		(0.3)

Environmental remediation liabilities	(0.1)		—
Closure and post-closure liabilities	—		(1.7)
Operating right-of-use lease liabilities	(18.4)		—
Other liabilities	(2.3)		(3.7)
Fair value of tangible assets acquired and liabilities assumed	150.7		36.2
Excess purchase price to be allocated	$	297.9	$	85.8
Excess purchase price allocated as follows:
Other intangible assets	$	31.5	$	14.8
Goodwill	266.4		71.0
Total allocated	$	297.9	$	85.8

The purchase price allocations are preliminary and are based on information existing at the acquisition dates. Accordingly, the purchase price allocations are subject to change. We are finalizing the valuation of tangible and intangible assets for certain acquisitions that closed during the three months ended September 30, 2019.

Substantially all of the goodwill and intangible assets recorded for these acquisitions are deductible for tax purposes. These acquisitions are not material to our results of operations, individually or in the aggregate. As a result, no pro forma financial information is provided.

Investments

In 2019 and 2018, 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 certain capital contributions of $14.1 million and $17.4 million, which were recorded to other assets in our September 30, 2019

and 2018 consolidated balance sheets, respectively. During the nine months ended September 30, 2019 and 2018, we also reduced the carrying value of these investments by $27.2 million and $5.7 million, respectively, as a result of tax credits allocated to us, cash distributions and our share of income and loss pursuant to the terms of the limited liability company agreements.

Restructuring Charges

In January 2018, we eliminated certain positions following the consolidation of select back-office functions, including but not limited to the integration of our National Accounts support functions into our existing corporate support functions. These changes include a reduction in administrative staffing and closing of certain office locations.

During the three and nine months ended September 30, 2019, we incurred restructuring charges of $8.5 million and $13.0 million, respectively, that primarily related to upgrades to our back-office software systems. During the three and nine months ended September 30, 2018, we incurred restructuring charges of $9.2 million and $22.5 million, respectively, that primarily consisted of severance and other employee termination benefits and the closure of offices with lease agreements with non-cancelable terms. We paid $7.9 million and $18.7 million during the nine months ended September 30, 2019 and 2018, respectively, related to these restructuring efforts.

In 2019, we expect to incur additional restructuring charges of approximately $3 million to $5 million primarily related to upgrades to our back-office software systems. Substantially all of these restructuring charges will be recorded in our corporate segment.