XML 24 R11.htm IDEA: XBRL DOCUMENT
v3.23.2

BUSINESS COMBINATIONS | 6 Months Ended
--- | ---
Jun. 30, 2023
Business Combination and Asset Acquisition [Abstract] |
BUSINESS COMBINATIONS | BUSINESS COMBINATIONS In June 2023, we entered into an asset purchase agreement with Consolidated Waste Services, LLC and its affiliates (dba as Twin Bridges), pursuant to which we agreed to acquire assets in the greater Albany, New York area for total consideration of approximately $219,000 ("Twin Bridges Acquisition"), subject to the terms and conditions set forth in the agreement. The Twin Bridges Acquisition includes two collection operations, one transfer station, one material recovery facility, one office building, and several satellite properties. The Twin Bridges Acquisition is subject to customary closing conditions, including the expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Act, and the absence of any investigation by any governmental entity regarding the legality of the transactions contemplated by the asset purchase agreement. The waiting period under the Hart-Scott-Rodino Act has expired. On July 6, 2023, we received a subpoena duces tecum from the New York State Attorney General (“NYAG”) seeking information about the Twin Bridges Acquisition. We are cooperating with the NYAG to address the agency’s questions. The Twin Bridges Acquisition is expected to be funded with the net proceeds from an equity offering completed on June 16, 2023. See Note 9, Stockholders' Equity for further disclosure regarding the equity offering. In the six months ended June 30, 2023, we acquired two businesses: the GFL Acquisition, which includes solid waste collection, transfer and recycling operations in Pennsylvania, Maryland and Delaware whose assets are allocated between our Mid-Atlantic region and Resource Solutions operating segments, as well as a stand alone solid waste business in our Western region. In the six months ended June 30, 2022, we acquired eight businesses primarily related to our solid-waste operations, which included solid-waste collection, recycling, transfer station and transportation businesses. The operating results of these businesses are included in the accompanying unaudited consolidated statements of operations from each date of acquisition, with the exception of the GFL Acquisition whose operations did not commence until July 1, 2023, 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, with the exception of one of the GFL Subsidiaries acquired as a part of the GFL Acquisition in the six months ended June 30, 2023. A summary of the purchase price paid and the purchase price allocation for acquisitions follows:
| Six Months Ended June 30,
| 2023 |  | 2022
Purchase Price: |  |  |
Cash used in acquisitions, net of cash acquired | $ | 544,359 |  |  | $ | 55,053 |
Holdbacks to sellers and contingent consideration | 1,900 |  |  | 3,842 |
Total consideration | $ | 546,259 |  |  | $ | 58,895 |
Allocated as follows: |  |  |
Current assets | $ | 15,364 |  |  | $ | 7,584 |
Property, plant and equipment: |  |  |
Land | 2,213 |  |  | 2,804 |
Buildings and improvements | 8,666 |  |  | 5,308 |
Machinery and equipment | 90,276 |  |  | 6,712 |
Operating lease right-of-use assets | 11,260 |  |  | 405 |
Intangible assets: |  |  |
Covenants not-to-compete | 10,550 |  |  | 1,415 |
Customer relationships | 93,000 |  |  | 9,725 |
Other non-current assets | — |  |  | 40 |
Deferred tax liability | (5,160) |  |  | — |
Current liabilities | (15,195) |  |  | (3,577) |
Operating lease liabilities, less current portion | (9,887) |  |  | (282) |
Fair value of assets acquired and liabilities assumed | 201,087 |  |  | 30,134 |
Excess purchase price allocated to goodwill | $ | 345,172 |  |  | $ | 28,761 |
Certain purchase price allocations, including the GFL Acquisition which is subject to finalizing the third-party valuation, 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, 2022 is as follows:
| Three Months Ended June 30, |  | Six Months Ended June 30,
| 2023 |  | 2022 |  | 2023 |  | 2022
Revenues | $ | 335,363 |  |  | $ | 335,299 |  |  | $ | 645,821 |  |  | $ | 626,980 |
Operating income | $ | 25,982 |  |  | $ | 35,543 |  |  | $ | 39,734 |  |  | $ | 50,250 |
Net income | $ | 7,494 |  |  | $ | 19,985 |  |  | $ | 13,113 |  |  | $ | 26,421 |
Basic earnings per share attributable to common stockholders: |  |  |  |  |  |  |
Weighted average common shares outstanding | 52,885 |  |  | 51,642 |  |  | 52,331 |  |  | 51,567 |
Basic earnings per common share | $ | 0.14 |  |  | $ | 0.39 |  |  | $ | 0.25 |  |  | $ | 0.51 |
Diluted earnings per share attributable to common stockholders: |  |  |  |  |  |  |
Weighted average common shares outstanding | 52,980 |  |  | 51,781 |  |  | 52,427 |  |  | 51,720 |
Diluted earnings per common share | $ | 0.14 |  |  | $ | 0.39 |  |  | $ | 0.25 |  |  | $ | 0.51 |
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, 2022 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 the result of the integration and consolidation of the completed acquisitions.

X
- References No definition available. + Details
Name: | us-gaap_BusinessCombinationAndAssetAcquisitionAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 5 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479907/805-20-50-5 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 805 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//805/tableOfContent + Details
Name: | us-gaap_BusinessCombinationDisclosureTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration