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BUSINESS COMBINATIONS | 9 Months Ended
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Sep. 30, 2023
Business Combination and Asset Acquisition [Abstract] |
BUSINESS COMBINATIONS | BUSINESS COMBINATIONS In the nine months ended September 30, 2023, we acquired five businesses: the GFL Subsidiaries, which includes solid waste collection, transfer and recycling operations in Pennsylvania, Maryland and Delaware and whose assets are allocated between our Mid-Atlantic region and Resource Solutions operating segments; Consolidated Waste Services, LLC and its affiliates (dba Twin Bridges), which was completed on September 1, 2023, consisting of a collection, transfer and recycling business in the greater Albany, New York area whose assets are allocated between our Western region and Resource Solutions operating segments ("Twin Bridges Acquisition"); as well as three solid-waste collection businesses that provide collection, transfer and recycling services. In the nine months ended September 30, 2022, we acquired twelve 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 have been 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. Acquired intangible assets other than goodwill that are subject to amortization may 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. Substantially 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,
| 2023 |  | 2022
Purchase Price: |  |  |
Cash used in acquisitions, net of cash acquired | $ | 842,635 |  |  | $ | 72,731 |
Other non-cash consideration | — |  |  | 1,220 |
Holdbacks and additional consideration owed to sellers | 2,435 |  |  | 4,112 |
Total consideration | $ | 845,070 |  |  | $ | 78,063 |
Allocated as follows: |  |  |
Current assets | $ | 19,297 |  |  | $ | 7,599 |
Property, plant and equipment: |  |  |
Land | 6,760 |  |  | 3,141 |
Buildings and improvements | 29,636 |  |  | 8,566 |
Machinery and equipment | 175,309 |  |  | 10,296 |
Operating lease right-of-use assets | 11,732 |  |  | 405 |
Intangible assets: |  |  |
Covenants not-to-compete | 37,648 |  |  | 2,034 |
Customer relationships | 145,553 |  |  | 11,417 |
Other non-current assets | — |  |  | 40 |
Deferred tax liability | (11,013) |  |  | — |
Current liabilities | (21,724) |  |  | (3,721) |
Other long-term liabilities | (828) |  |  | (123) |
Operating lease liabilities, less current portion | (9,939) |  |  | (282) |
Fair value of assets acquired and liabilities assumed | 382,431 |  |  | 39,372 |
Excess purchase price allocated to goodwill | $ | 462,639 |  |  | $ | 38,691 |
Certain purchase price allocations, including but not limited to the GFL Acquisition and the Twin Bridges Acquisition, which are subject to finalizing the third-party valuations, 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 September 30, |  | Nine Months Ended September 30,
| 2023 |  | 2022 |  | 2023 |  | 2022
Revenues | $ | 371,139 |  |  | $ | 374,421 |  |  | $ | 1,077,303 |  |  | $ | 1,061,748 |
Operating income | $ | 34,584 |  |  | $ | 40,537 |  |  | $ | 75,876 |  |  | $ | 92,345 |
Net income | $ | 17,964 |  |  | $ | 24,339 |  |  | $ | 30,318 |  |  | $ | 50,001 |
Basic earnings per share attributable to common stockholders: |  |  |  |  |  |  |
Weighted average common shares outstanding | 57,962 |  |  | 51,677 |  |  | 54,228 |  |  | 51,604 |
Basic earnings per common share | $ | 0.31 |  |  | $ | 0.47 |  |  | $ | 0.56 |  |  | $ | 0.97 |
Diluted earnings per share attributable to common stockholders: |  |  |  |  |  |  |
Weighted average common shares outstanding | 58,062 |  |  | 51,806 |  |  | 54,325 |  |  | 51,749 |
Diluted earnings per common share | $ | 0.31 |  |  | $ | 0.47 |  |  | $ | 0.56 |  |  | $ | 0.97 |
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.

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- 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
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