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BUSINESS COMBINATIONS | 12 Months Ended
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Dec. 31, 2023
Business Combination and Asset Acquisition [Abstract] |
BUSINESS COMBINATIONS | BUSINESS COMBINATIONS In fiscal year 2023, we acquired seven businesses: the GFL Subsidiaries, which includes solid waste collection, transfer and recycling operations in Pennsylvania, Maryland and Delaware; the assets of 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 ("Twin Bridges Acquisition"); and five additional solid waste collection businesses that provide collection, transfer and recycling services. In fiscal year 2022, we acquired fourteen businesses primarily related to our solid waste collection, transfer, recycling and transportation operations. In fiscal year 2021, we acquired ten businesses primarily related to our solid-waste collection, transfer and recycling operations, 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. The operating results of these businesses are included in the accompanying audited consolidated statements of operations from each date of acquisition. Due to the integration of certain of these businesses within our existing market areas, it is not practicable to segregate the revenue and earnings of all of the acquired businesses since their respective acquisitions dates. 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 may 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. Goodwill acquired is primarily associated with the value of projected discounted cash flows, based on the current and anticipated operating performance of the business, in excess of the specific values allocated to other assets, new growth opportunities from the expansion of our geographic operating footprint into the Mid-Atlantic market in fiscal year 2023, and expected synergies from combining the acquired businesses with our existing operations and implementing our operating strategies. 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:
| Fiscal Year Ended December 31,
| 2023 |  | 2022 |  | 2021
Purchase Price: |  |  |  |  |
Cash used in acquisitions, net of cash acquired | $ | 846,711 |  |  | $ | 76,573 |  |  | $ | 166,489 |
Other non-cash consideration | — |  |  | 1,275 |  |  | — |
Open working capital settlements due from sellers | (2,873) |  |  | — |  |  | — |
Holdbacks, additional consideration owed to sellers and contingent consideration | 2,729 |  |  | 4,840 |  |  | 5,194 |
Total consideration | 846,567 |  |  | 82,688 |  |  | 171,683 |
Allocated as follows: |  |  |  |  |
Current assets (1) | 19,524 |  |  | 7,644 |  |  | 7,218 |
Property and equipment: |  |  |  |  |
Land | 8,440 |  |  | 3,141 |  |  | 1,321 |
Finance lease right-of-use-assets | — |  |  | — |  |  | 31,467 |
Buildings and improvements | 28,411 |  |  | 8,576 |  |  | 11,046 |
Machinery, equipment and other | 177,916 |  |  | 11,689 |  |  | 46,396 |
Operating lease right-of-use assets | 11,786 |  |  | 405 |  |  | 6,500 |
Intangible assets: |  |  |  |  |
Trade names | 4,320 |  |  | 55 |  |  | 8,350 |
Covenants not-to-compete | 30,860 |  |  | 2,424 |  |  | 1,807 |
Customer relationships | 145,393 |  |  | 12,224 |  |  | 36,195 |
Other non-current assets | — |  |  | 40 |  |  | — |
Deferred tax liability | (9,058) |  |  | — |  |  | — |
Current liabilities | (21,417) |  |  | (3,812) |  |  | (6,014) |
Other long-term liabilities | (828) |  |  | (123) |  |  | — |
Financing lease liabilities, less current portion | — |  |  | — |  |  | (10,535) |
Operating lease liabilities, less current portion | (9,939) |  |  | (282) |  |  | — |
Fair value of assets acquired and liabilities assumed | 385,408 |  |  | 41,981 |  |  | 133,751 |
Excess purchase price to be allocated to goodwill | $ | 461,159 |  |  | $ | 40,707 |  |  | $ | 37,932 |
(1)Includes contract receivables in fiscal year 2023, 2022 and 2021 of $17,002, $6,806 and $5,340, respectively. As of December 31, 2023, certain purchase price allocations reflected in the table above, including the GFL Acquisition and the Twin Bridges Acquisition, are subject to revision upon finalization of third-party valuations over each respective one-year- measurement period. Amounts have been updated from the preliminary purchase price allocations, including the value of certain tangible and intangible assets acquired, as information has been obtained about the facts and circumstances that existed at the valuation date and remain subject to revision based on the final valuations. 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.
| Fiscal Year Ended December 31,
| 2023 |  | 2022 |  | 2021
Revenues | $ | 1,436,871 |  |  | $ | 1,412,377 |  |  | $ | 1,303,556 |
Operating income | $ | 89,236 |  |  | $ | 113,842 |  |  | $ | 99,286 |
Net income | $ | 28,507 |  |  | $ | 60,121 |  |  | $ | 36,200 |
Basic earnings per share attributable to common stockholders: |  |  |  |  |
Basic weighted average shares outstanding | 55,174 |  |  | 51,623 |  |  | 51,312 |
Basic earnings per common share | $ | 0.52 |  |  | $ | 1.16 |  |  | $ | 0.71 |
Diluted earnings per share attributable to common stockholders: |  |  |  |  |
Diluted weighted average shares outstanding | 55,274 |  |  | 51,767 |  |  | 51,515 |
Diluted earnings per common share | $ | 0.52 |  |  | $ | 1.16 |  |  | $ | 0.70 |
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, 2021 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.

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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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