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BUSINESS COMBINATIONS
 12 Months Ended
Dec. 31, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]  
BUSINESS COMBINATIONS BUSINESS COMBINATIONS
In fiscal year 2024, we acquired eight businesses: four 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; two of which are in our Western region, including the purchase of all equity interests of Royal Carting and Welsh Sanitation and related real estate assets, which consists of collection and transfer operations in the middle and lower Hudson Valley regions of New York as well as western Connecticut; and two of which are tuck-in operations in our Eastern region.
In fiscal year 2023, we acquired seven businesses: the equity interests of four wholly-owned subsidiaries of GFL Environmental Inc., which include solid waste collection, transfer and recycling operations in Pennsylvania, Maryland and Delaware (the “GFL Acquisition”); the assets of Consolidated Waste Services, LLC and its affiliates (dba Twin Bridges), 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.
The operating results of these businesses acquired prior to December 31, 2024 have been included in the accompanying audited 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. 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 acquisition dates.
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. These are amortized over a two to ten-year period from the date of acquisition.
Goodwill acquired is primarily associated with the value of acquired businesses 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. Approximately $120,754 of goodwill associated with acquisitions completed in fiscal year 2024 is 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,
 202420232022
Purchase Price:
Cash used in acquisitions, net of cash acquired of $11,687, $1,014, and $—, respectively
$469,159 $846,711 $76,573 
Other non-cash consideration— — 1,275 
Working capital settlements due from sellers
(2,987)(2,873)— 
Holdbacks and additional consideration due to sellers
1,689 2,729 4,840 
Total consideration467,861 846,567 82,688 
Allocated as follows:
Current assets (1)
15,992 19,524 7,644 
Property and equipment:
Land7,026 8,440 3,141 
Buildings and improvements9,878 28,411 8,576 
Machinery, equipment and other
89,995 177,916 11,689 
Operating lease right-of-use assets5,222 11,786 405 
Intangible assets:
Trade names12,470 4,320 55 
Covenants not-to-compete10,997 30,860 2,424 
Customer relationships 104,762 145,393 12,224 
Other non-current assets— — 40 
Deferred tax liability
(20,392)(9,058)— 
Current liabilities(27,755)(21,417)(3,812)
Other long-term liabilities— (828)(123)
Operating lease liabilities, less current portion(5,092)(9,939)(282)
Fair value of assets acquired and liabilities assumed203,103 385,408 41,981 
Excess purchase price to be allocated to goodwill$264,758 $461,159 $40,707 
(1)Includes contract receivables in fiscal year 2024, 2023 and 2022 of $12,936, $17,002 and $6,806, respectively. Substantially all of contractual amounts are expected to be collected.
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 fiscal year 2024 are subject to change. Amounts in the fiscal years 2023 and 2022 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 information that shows our operational results as though each acquisition completed through December 31, 2024 had occurred as of January 1, 2022 is as follows:
 Fiscal Year Ended
December 31,
 202420232022
Revenues$1,699,991 $1,653,535 $1,629,041 
Operating income$66,320 $79,815 $104,422 
Net income $8,784 $21,111 $52,726 
Basic earnings per share attributable to common stockholders:
Basic weighted average shares outstanding59,576 55,174 51,623 
Basic earnings per common share$0.15 $0.38 $1.02 
Diluted earnings per share attributable to common stockholders:
Diluted weighted average shares outstanding59,681 55,274 51,767 
Diluted earnings per common share $0.15 $0.38 $1.02 
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, 2022 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.