BUSINESS COMBINATIONS

9 Months Ended

Sep. 30, 2023

Business Combination and Asset Acquisition [Abstract]

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.