BUSINESS COMBINATIONS

12 Months Ended

Dec. 31, 2022

Business Combination and Asset Acquisition [Abstract]

In fiscal year 2022, we acquired fourteen businesses primarily related to our solid-waste operations, including, among others, solid-waste collection, recycling, transfer station and transportation businesses.

In fiscal year 2021, we acquired ten businesses primarily related to our solid-waste operations, including, among others, solid-waste collection and transfer station businesses and 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.

In fiscal year 2020, we acquired ten businesses primarily related to our solid-waste operations, including solid-waste collection, recycling and transportation businesses.

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 15, 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 two to ten-year period from the date of acquisition. All amounts recorded to goodwill in fiscal years 2022 and 2021 are expected to be deductible for tax purposes.

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


	Fiscal Year Ended December 31,
	2022		2021		2020
Purchase Price:
Cash used in acquisitions, net of cash acquired	$	76,573	$	166,489	$	28,990


Other non-cash consideration	1,275		—		—
Holdbacks to sellers and contingent consideration	4,840		5,194		4,490
Total consideration	82,688		171,683		33,480
Allocated as follows:
Current assets	7,644		7,218		181




Property, plant and equipment:
Land	3,141		1,321		680
Finance lease right-of-use-assets	—		31,467		—
Buildings and improvements	8,576		11,046		2,123
Machinery and Equipment	11,689		46,396		13,493
Operating lease right-of-use assets	405		6,500		—
Intangible assets:
Trade names	55		8,350		—
Covenants not-to-compete	2,424		1,807		742
Customer relationships	12,224		36,195		7,663
Other non-current assets	40		—		—
Current liabilities	(3,812)		(6,014)		(484)





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	41,981		133,751		24,398
Excess purchase price to be allocated to goodwill	$	40,707	$	37,932	$	9,082

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, 2020 is as follows.


	Fiscal Year Ended December 31,
	2022		2021		2020
Revenues	$	1,100,238	$	991,417	$	922,902
Operating income	$	96,779	$	82,223	$	63,768
Net income	$	53,354	$	37,449	$	84,549

Basic earnings per share attributable to common stockholders:
Basic weighted average shares outstanding	51,623		51,312		48,793
Basic earnings per common share	$	1.03	$	0.73	$	1.73
Diluted earnings per share attributable to common stockholders:
Diluted weighted average shares outstanding	51,767		51,515		49,045
Diluted earnings per common share	$	1.03	$	0.73	$	1.72

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 taken place as of January 1, 2020 or 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.