XML 25 R12.htm IDEA: XBRL DOCUMENT v3.22.0.1
Business Acquisitions, Investments and Restructuring Charges
 12 Months Ended
Dec. 31, 2021
Business Combination and Asset Acquisition [Abstract]  
Business Acquisitions, Investments and Restructuring Charges BUSINESS ACQUISITIONS, INVESTMENTS AND RESTRUCTURING CHARGES
We acquired various environmental services businesses during the years ended December 31, 2021 and 2020. The purchase price paid for these business acquisitions and the allocations of the purchase price follows:
20212020
Purchase price:
Cash used in acquisitions, net of cash acquired of $14.7 and $0.1, respectively
$1,052.9 $598.9 
Holdbacks10.3 14.1 
Fair value, future minimum lease payments40.2 0.3 
Total$1,103.4 $613.3 
Allocated as follows:
Restricted cash$7.2 $0.1 
Accounts receivable63.9 14.9 
Landfill airspace66.0 — 
Property and equipment143.5 124.3 
Operating right-of-use lease assets10.2 0.2 
Assets held for sale43.6 — 
Other assets6.6 1.1 
Inventory1.9 1.5 
Accounts payable(30.1)(3.8)
Environmental remediation liabilities(31.6)(1.7)
Closure and post-closure liabilities(31.8)(0.8)
Operating right-of-use lease liabilities(10.2)(0.2)
Other liabilities(34.2)(13.4)
Fair value of tangible assets acquired and liabilities assumed205.0 122.2 
Excess purchase price to be allocated$898.4 $491.1 
Excess purchase price to be allocated as follows:
Other intangible assets$98.2 $60.7 
Goodwill801.8 430.4 
Gain on bargain purchase(1.6)— 
Total allocated$898.4 $491.1 
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. Substantially all of the goodwill and intangible assets recorded for acquisitions in 2021 and 2020 was 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.
In May 2021, we acquired all of the membership interests of Santek Waste Services, LLC (Santek). Santek's vertically integrated recycling and waste services operations are primarily located in the southeastern United States and complement Republic's existing core competencies and expertise in the environmental services industry. 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 certain tangible and intangible assets acquired as well as certain leases 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 completed in 2022.
In August 2021, we acquired all of the issued and outstanding shares of ACV Enviro Corporation (ACV). ACV’s environmental solutions operations are primarily located in the northeastern United States and provide us with a platform to pursue additional growth in our environmental solutions line of business. The purchase price allocation is preliminary and remains subject to revisions 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 of certain tangible and intangible assets acquired, is based on the best estimates of management and is subject to revision based on the final valuations. We expect our valuations to be completed in 2022.
On February 8, 2022, we entered into a definitive agreement to acquire all outstanding shares of US Ecology, Inc. (US Ecology) in a transaction valued at approximately $2.2 billion including debt. US Ecology is a leading provider of environmental solutions offering treatment, recycling and disposal of hazardous, non-hazardous and specialty waste. We intend to finance the transaction using existing and new sources of debt.
Investments
In 2021 and 2020, 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 approximately $175 million and $143 million, which were recorded to other long-term assets in our December 31, 2021 and 2020 consolidated balance sheets, respectively. During 2021 and 2020, we reduced the carrying value of these investments by $178.0 million and $118.2 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. Additionally, our 2021 and 2020 tax provisions reflect a benefit of approximately $126 million and $100 million, respectively, due to the tax credits related to these investments. For further discussion of the income tax benefits, see Note 11, Income Taxes.
In 2021, we purchased the remaining equity interest in a previously held non-controlling interest for $32.0 million.
Restructuring Charges
In 2020, we incurred costs related to the redesign of certain back-office software systems, which continued into 2021. In addition, in July 2020, we eliminated certain back-office support positions in response to a decline in the underlying demand for services resulting from the COVID-19 pandemic. During 2021 and 2020, we incurred restructuring charges of $16.6 million and $20.0 million, respectively. We paid $17.2 million and $15.5 million during 2021 and 2020, respectively, related to these restructuring efforts.
In 2022, we expect to incur additional restructuring charges of approximately $20 million primarily related to the redesign of certain of our back-office software systems. Substantially all of these restructuring charges will be recorded in our corporate entities and other segment.