XML 22 R11.htm IDEA: XBRL DOCUMENT v3.10.0.1
BUSINESS COMBINATIONS
9 Months Ended
Sep. 30, 2018
Business Combinations [Abstract]  
BUSINESS COMBINATIONS
BUSINESS COMBINATIONS
In the months of October and November 2018, we acquired three solid waste collection businesses in our Western region and one solid waste collection and transfer business in our Eastern region. Total consideration for these acquisitions was approximately $24,000, subject to purchase price adjustments and holdbacks.
We acquired one solid waste collection, transfer and processing business in our Eastern region, Complete Disposal Company, Inc. and its subsidiary United Material Management of Holyoke, Inc. (collectively, "Complete"), which provides residential and roll-off collection services, operates a construction and demolition processing facility, and operates a solid waste transfer station with both truck and rail transfer capabilities during the nine months ended September 30, 2018. We also acquired three solid waste collection businesses, including a solid waste transfer station, in our Western region during the nine months ended September 30, 2018. In the nine months ended September 30, 2017, we acquired one solid waste collection business in our Eastern region and two solid waste collection businesses in our Western region. The operating results of these businesses are included in the accompanying unaudited consolidated statements of operations from each date of acquisition, and the purchase price has been allocated to the net assets acquired based on fair values at each date of acquisition, with the residual amounts recorded as goodwill. Acquired intangible assets other than goodwill that are subject to amortization include client lists and non-compete covenants. Such assets are amortized over a five to ten year period from the date of acquisition. All amounts recorded to goodwill, except amounts related to the Complete acquisition, are expected to be deductible for tax purposes.
A summary of the purchase price paid for these acquisitions and the allocation of the purchase price for these acquisitions follows:
 
Nine Months Ended
September 30,
 
2018
 
2017
Purchase Price:
 
 
 
Cash paid for acquisitions
$
57,824

 
$
3,383

Notes payable

 
2,400

Common stock
4,258

 

Other non-cash consideration

 
101

Contingent consideration and holdbacks
4,996

 
376

Total
67,078

 
6,260

Allocated as follows:
 
 
 
Current assets
2,968

 

Building
7,539

 

Equipment
11,520

 
2,452

Intangible assets
20,300

 
1,670

Other liabilities, net
(2,443
)
 
(49
)
Deferred tax liability
(1,230
)
 

Fair value of assets acquired and liabilities assumed
38,654

 
4,073

Excess purchase price allocated to goodwill
$
28,424

 
$
2,187


The purchase price allocations are preliminary and are based on information existing at the acquisition dates or upon closing the transaction. Accordingly, the purchase price allocations are subject to change. Unaudited pro forma combined information that shows our operational results as though each acquisition completed since the beginning of the prior fiscal year had occurred as of January 1, 2017 follows:
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
2018
 
2017
 
2018
 
2017
Revenues
$
176,848

 
$
171,390

 
$
502,399

 
$
483,480

Operating income (loss)
$
29,182

 
$
19,001

 
$
46,083

 
$
(20,216
)
Net income (loss)
$
22,464

 
$
12,486

 
$
20,755

 
$
(40,579
)
 
 
 
 
 
 
 
 
Basic weighted average common shares outstanding
42,779

 
41,951

 
42,605

 
41,783

Basic earnings per share attributable to common stockholders
$
0.53

 
$
0.30

 
$
0.49

 
$
(0.97
)
Diluted weighted average shares outstanding
44,175

 
43,295

 
43,938

 
41,783

Diluted earnings per share attributable to common stockholders
$
0.51

 
$
0.29

 
$
0.47

 
$
(0.97
)

The pro forma results set forth in the table above have been prepared for comparative purposes only and are not necessarily indicative of the actual results of operations had the acquisitions occurred as of January 1, 2017 or of the results of our future operations. Furthermore, the pro forma results do not give effect to all cost savings or incremental costs that may occur as a result of the integration and consolidation of the completed acquisitions.