ACQUISITION

12 Months Ended

Dec. 31, 2022

Business Combination and Asset Acquisition [Abstract]

During the year ended December 31, 2021, the Company acquired a midwest-based regulated waste business in North America. This acquisition is considered to be complementary to existing operations and aligns with the Company’s portfolio optimization strategy. The acquisition was accounted for as a business combination under the applicable guidance. There were no acquisitions in the years ended December 31, 2022, and 2020.

The results of operations of the acquired business have been included in the Consolidated Statements of Income (Loss) from the date of the acquisition. Pro forma results of operations for the acquisition were not presented because the pro forma effects were not material to the Company’s consolidated results.

The following table summarizes the acquisition date fair value of consideration transferred for the acquisition completed:


In millions
	Year Ended December 31,
	2021
Cash	$	10.5
Promissory notes	21.9
Deferred consideration	11.0
Total purchase price	$	43.4

The purchase price consideration of $42.8 million and the purchase price allocation was finalized in the second quarter of 2022. The final acquisition date fair value of the total consideration transferred included $10.5 million in cash, $21.3 million in promissory notes, and $11.0 million in deferred consideration. The purchase price consideration was allocated to the assets and liabilities based on fair value as of the acquisition date, with the excess of the purchase price consideration over the net assets acquired of $23.7 million recorded as goodwill based on the strategic benefits to be achieved and is deductible for tax purposes. The Company used a third party specialist to determine the fair value of tangible and intangible assets, which primarily consisted of customer relationships of $17.5 million. The Company recorded final fair value measurement adjustments in the second quarter of 2022, which included a decrease of $2.5 million in intangible assets, a $0.2 million increase in fixed assets, and a $1.7 million increase in goodwill.

The following table summarizes the purchase price allocation for the acquisition:


In millions
	Year Ended December 31,
	2021
Fixed assets	$	0.5
Intangibles	20.0
Goodwill	22.0
Other assets and liabilities, net	0.9
Total purchase price	$	43.4

The customer relationships intangible has an estimated useful life of 15 years.