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BUSINESS COMBINATIONS | 9 Months Ended
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Sep. 30, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] |
BUSINESS COMBINATIONS | BUSINESS COMBINATIONS Subsequent to September 30, 2024, we completed the purchase of all equity interests of Royal Carting and Welsh Sanitation and related real estate assets. This acquisition includes collection and transfer operations in the middle and lower Hudson Valley regions of New York as well as western Connecticut. In the nine months ended September 30, 2024, we acquired five businesses: three of which are in our Mid-Atlantic region, including the purchase of all the equity interests of Whitetail Disposal, Inc. and the assets of LMR Disposal, LLC, which together include collection operations in eastern Pennsylvania and western New Jersey; and two of which are tuck-in operations in our Eastern region. In the nine months ended September 30, 2023, we acquired five businesses: the equity interests of four wholly owned subsidiaries of GFL Environmental Inc., which included solid waste collection, transfer and recycling operations in Pennsylvania, Maryland and Delaware (“GFL Acquisition”); the assets of Consolidated Waste Services, LLC and its affiliates (dba Twin Bridges), a collection, transfer and recycling business in the greater Albany, New York area (“Twin Bridges Acquisition”); as well as three solid-waste collection businesses that provide collection, transfer and recycling services. The operating results of the businesses acquired prior to September 30, 2024 have been included in the accompanying unaudited consolidated statements of operations from each date of acquisition, and each purchase price has been allocated to the net assets acquired based on fair values at the date of each 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. 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 arising from the acquisitions, 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 and the purchase price allocation for acquisitions follows:
| Nine Months Ended September 30,
| 2024 |  | 2023
Purchase Price: |  |  |
Cash used in acquisitions, net of cash acquired | $ | 261,235 |  |  | $ | 842,635 |
Working capital settlements | (2,633) |  |  | — |
Holdbacks and additional consideration owed | 1,575 |  |  | 2,435 |
Total consideration | $ | 260,177 |  |  | $ | 845,070 |
Allocated as follows: |  |  |
Current assets | $ | 7,309 |  |  | $ | 19,297 |
Property, plant and equipment: |  |  |
Land | 1,310 |  |  | 6,760 |
Buildings and improvements | 1,004 |  |  | 29,636 |
Machinery and equipment | 56,396 |  |  | 175,309 |
Operating lease right-of-use assets | 5,222 |  |  | 11,732 |
Intangible assets: |  |  |
Trade names | 1,970 |  |  | — |
Covenants not-to-compete | 10,754 |  |  | 37,648 |
Customer relationships | 57,713 |  |  | 145,553 |
Deferred tax liability | (23,509) |  |  | (11,013) |
Current liabilities | (23,268) |  |  | (21,724) |
Operating lease liabilities, less current portion | (5,092) |  |  | (9,939) |
Other long-term liabilities | — |  |  | (828) |
Fair value of assets acquired and liabilities assumed | 89,809 |  |  | 382,431 |
Excess purchase price allocated to goodwill | $ | 170,368 |  |  | $ | 462,639 |
Purchase price allocations are preliminary and subject to revision upon finalization of third-party valuations over each respective one-year measurement period. Accordingly, the purchase price allocations for the nine months ended September 30, 2024 are subject to change. Amounts in the nine months ended September 30, 2023 are preliminary as disclosed based on information existing at the acquisition dates or upon closing the transaction and have since been updated based upon the finalization of third-party valuations, including the value of certain tangible and intangible assets acquired. Unaudited pro forma combined operational results prepared as though each acquisition completed since the beginning of the prior fiscal year had occurred as of January 1, 2023 is as follows:
| Three Months Ended September 30, |  | Nine Months Ended September 30,
| 2024 |  | 2023 |  | 2024 |  | 2023
Revenues | $ | 419,593 |  |  | $ | 400,081 |  |  | $ | 1,195,575 |  |  | $ | 1,164,131 |
Operating income | $ | 23,891 |  |  | $ | 33,298 |  |  | $ | 51,151 |  |  | $ | 72,018 |
Net income | $ | 5,481 |  |  | $ | 16,765 |  |  | $ | 5,961 |  |  | $ | 26,723 |
Basic earnings per share attributable to common stockholders: |  |  |  |  |  |  |
Weighted average common shares outstanding | 58,808 |  |  | 57,962 |  |  | 58,318 |  |  | 54,228 |
Basic earnings per common share | $ | 0.09 |  |  | $ | 0.29 |  |  | $ | 0.10 |  |  | $ | 0.49 |
Diluted earnings per share attributable to common stockholders: |  |  |  |  |  |  |
Weighted average common shares outstanding | 58,921 |  |  | 58,062 |  |  | 58,415 |  |  | 54,325 |
Diluted earnings per common share | $ | 0.09 |  |  | $ | 0.29 |  |  | $ | 0.10 |  |  | $ | 0.49 |
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, 2023 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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