BUSINESS COMBINATIONS

9 Months Ended

Sep. 30, 2022

Business Combination and Asset Acquisition [Abstract]

In the nine months ended September 30, 2022, we acquired twelve businesses, including: an organic materials management business and a full service solid waste collection, recycling and transportation business in our Resource Solutions operating segment; a closed waste-to-energy facility that is being decommissioned and rebuilt as a transfer station, a transfer station, and six tuck-in solid waste collection businesses in our Western region; a portable toilets business in our Eastern region; and a scrap metal collection business whose assets are allocated between our Eastern region and Resource Solutions operating segments. In the nine months ended September 30, 2021, we acquired eight businesses, including: 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 septic and portable toilet business, a tuck-in solid waste collection business and a solid waste collection business that operates a waste transfer station in our Eastern region; and 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.

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. Purchase price allocations are based on information existing at the acquisition dates or upon closing the transactions, including contingent consideration. Acquired intangible assets other than goodwill that are subject to amortization include customer relationships, trade names and covenants not-to-compete. Such assets are amortized over a two-year to ten-year period from the date of acquisition. All amounts recorded to goodwill are expected to be deductible for tax purposes.

A summary of the purchase price paid and the purchase price allocation for acquisitions follows:


	Nine Months Ended September 30,
	2022		2021
Purchase Price:
Cash used in acquisitions, net of cash acquired	$	72,731	$	150,364


Other non-cash consideration	1,220		—
Holdbacks to sellers and contingent consideration	4,112		4,865
Total consideration	$	78,063	$	155,229
Allocated as follows:
Current assets	$	7,599	$	7,260




Property, plant and equipment:
Land	3,141		803
Finance lease right-of-use-assets	—		31,467
Buildings and improvements	8,566		8,468
Machinery and equipment	10,296		42,458
Operating lease right-of-use assets	405		6,500
Intangible assets:
Trade names	—		8,350
Covenants not-to-compete	2,034		3,069
Customer relationships	11,417		30,340
Other non-current assets	40		—
Current liabilities	(3,721)		(5,952)





Other long-term liabilities	(123)		—
Financing lease liabilities, less current portion	—		(10,535)
Operating lease liabilities, less current portion	(282)		—
Fair value of assets acquired and liabilities assumed	39,372		122,228
Excess purchase price allocated to goodwill	$	38,691	$	33,001

Certain 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, 2021 is as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Revenues	$	295,512	$	262,000	$	825,020	$	733,819
Operating income	$	36,247	$	28,516	$	79,473	$	64,360
Net income	$	22,635	$	15,308	$	44,888	$	27,993

Basic earnings per share attributable to common stockholders:
Weighted average common shares outstanding	51,677		51,389		51,604		51,312
Basic earnings per common share	$	0.44	$	0.30	$	0.87	$	0.55
Diluted earnings per share attributable to common stockholders:
Weighted average common shares outstanding	51,806		51,586		51,749		51,506
Diluted earnings per common share	$	0.44	$	0.30	$	0.87	$	0.54

The unaudited 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, 2021 or of the results of our future operations. Furthermore, the unaudited 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.