BUSINESS COMBINATIONS

3 Months Ended

Mar. 31, 2025

Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]

In the three months ended March 31, 2025, we acquired three businesses: two tuck-in collection operations in our Mid-Atlantic region, and a tuck-in collection operation and recycling business whose assets and liabilities are allocated between our Eastern region and Resource Solutions operating segments. We did not acquire any businesses in the three months ended March 31, 2024.

The operating results of the businesses acquired prior to March 31, 2025 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 acquired businesses, based on current and anticipated operating performance, 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 associated with acquisitions completed in the three months ended March 31, 2025 are expected to be deductible for tax purposes.

A summary of the purchase price and the purchase price allocation for acquisitions follows:


	Three Months Ended March 31,
	2025		2024
Purchase Price:






Cash used in acquisitions, net of cash acquired of $— and $—, respectively	$	103,498	$	—
Allocated as follows:
Current assets (1)	$	5,727	$	—




Property and equipment:
Land	3,160		—

Buildings and improvements	4,260		—
Machinery, equipment and other	17,895		—
Operating lease right-of-use assets	8,829		—
Intangible assets:
Trade names	304		—
Covenants not-to-compete	1,779		—
Customer relationships	23,447		—


Current liabilities	(374)		—






Operating lease liabilities, less current portion	(8,352)		—

Fair value of assets acquired and liabilities assumed	56,675		—
Excess purchase price allocated to goodwill	$	46,823	$	—

(1)Includes contract receivables as of the date of the acquisitions of $5,270. Substantially all of the 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 acquisitions made over the prior twelve-month period ended March 31, 2025 are subject to change.

Unaudited pro forma combined information that shows our operational results prepared as though each acquisition completed since the beginning of the prior fiscal year had occurred as of January 1, 2024 is as follows:


	Three Months Ended March 31,
	2025		2024
Revenues	$	419,864	$	405,211
Operating income	$	2,842	$	3,677
Net loss	$	(4,989)	$	(6,443)

Basic and diluted loss per share attributable to common stockholders:
Weighted average common shares outstanding	63,387		58,030
Basic and diluted loss per share	$	(0.08)	$	(0.11)

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, 2024 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.