BUSINESS COMBINATIONS

12 Months Ended

Dec. 31, 2021

Business Combination and Asset Acquisition [Abstract]

In fiscal year 2021, we acquired the following businesses: a residential, commercial and roll-off collection business in eastern Connecticut that operates a rail-served construction and demolition processing and waste transfer facility, a waste transfer station, a single-stream recycling facility, and several other recycling operations whose assets and liabilities are allocated between our Eastern region and Resource Solutions operating segments; a solid-waste collection business that operates a waste transfer station, a septic and portable toilet business, and two tuck-in solid-waste collection businesses in our Eastern region; and a solid-waste transfer station business, a waste composting and food-scrap hauling business, a solid-waste collection business that operates a waste transfer station, and two tuck-in solid-waste collection businesses in our Western region.

In fiscal year 2020, we acquired the following businesses: seven tuck-in solid waste collection businesses and a solid waste collection business in our Western region, a transportation business in our Eastern region, and one recycling operation in our Resource Solutions operating segment.

In fiscal year 2019, we acquired the following businesses: three tuck-in solid waste collection businesses in our Eastern region, four tuck-in solid waste collection businesses, a business comprised of solid waste collection, transfer and recycling operations, and a business comprised of solid waste hauling and transfer assets in our Western region.

The operating results of these businesses are included in the accompanying audited 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. Purchase price allocations are based on information existing at the acquisition dates or upon closing the transactions, including contingent consideration. See Note 14, Fair Value of Financial Instruments for further disclosure about contingent consideration. Acquired intangible assets other than goodwill that are subject to amortization include customer relationships, trade names and covenants not-to-compete. These are amortized over a four to ten-year period from the date of acquisition. All amounts recorded to goodwill in fiscal years 2021 and 2020 are expected to be deductible for tax purposes.

The purchase price paid for these acquisitions and the allocation of the purchase price is as follows:


	Fiscal Year Ended December 31,
	2021		2020		2019
Purchase Price:
Cash used in acquisitions, net of cash acquired	$	166,489	$	28,990	$	72,118
Notes payable	—		—		2,714

Other non-cash consideration	—		—		5,470
Holdbacks to sellers and contingent consideration	5,194		4,490		1,875
Total	171,683		33,480		82,177
Allocated as follows:
Current assets	7,218		181		2,051
Property, plant and equipment:
Land	1,321		895		2,487
Finance lease right-of-use-assets	31,467		—		—
Buildings	11,046		1,908		5,422
Equipment	46,396		13,493		20,482
Operating lease right-of-use assets	6,500		—		—
Other non-current assets	—		—		367
Intangible assets:
Trade names	8,350		—		—
Covenants not-to-compete	1,807		742		4,412
Customer relationships	36,195		7,663		26,759
Other liabilities, net	(5,182)		(484)		(3,122)
Finance leases	(11,367)		—		—
Deferred tax liability	—		—		(2,385)
Fair value of assets acquired and liabilities assumed	133,751		24,398		56,473
Excess purchase price to be allocated to goodwill	$	37,932	$	9,082	$	25,704

The following unaudited pro forma combined information shows our operational results as though each of the acquisitions completed had occurred as of January 1, 2019.


	Fiscal Year Ended December 31,
	2021		2020		2019
Revenues	$	940,561	$	872,046	$	883,708
Operating income	$	76,576	$	58,121	$	55,328
Net income	$	36,486	$	83,585	$	25,946

Basic earnings per share attributable to common stockholders:
Basic weighted average shares outstanding	51,312		48,793		47,226
Basic earnings per common share	$	0.71	$	1.71	$	0.55
Diluted earnings per share attributable to common stockholders:
Diluted weighted average shares outstanding	51,515		49,045		47,966
Diluted earnings per common share	$	0.71	$	1.70	$	0.54

Certain purchase price allocations are preliminary and are based on information existing at the acquisition dates or upon closing the transaction. This includes purchase price allocation associated with the accounting for an acquisition in fiscal year 2021 that has not yet been completed because we have not finalized the valuations of certain tangible and intangible assets. Accordingly, the purchase price allocation is subject to change. The pro forma results have been prepared for comparative purposes only and are not necessarily indicative of the actual results of operations had the acquisitions taken place as of January 1, 2019 or 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.