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BUSINESS COMBINATIONS
 12 Months Ended
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,
 202320222021
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 consideration846,567 82,688 171,683 
Allocated as follows:
Current assets (1)
19,524 7,644 7,218 
Property and equipment:
Land8,440 3,141 1,321 
Finance lease right-of-use-assets— — 31,467 
Buildings and improvements28,411 8,576 11,046 
Machinery, equipment and other
177,916 11,689 46,396 
Operating lease right-of-use assets11,786 405 6,500 
Intangible assets:
Trade names4,320 55 8,350 
Covenants not-to-compete30,860 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 assumed385,408 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,
 202320222021
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 outstanding55,174 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 outstanding55,274 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.