v3.26.1
BUSINESS COMBINATIONS
 6 Months Ended
Jun. 30, 2026
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
BUSINESS COMBINATIONS BUSINESS COMBINATIONS
In the six months ended June 30, 2026, we completed four acquisitions using cash on hand as well as borrowings under our revolving credit facility (“Revolving Credit Facility”). These acquisitions included: (i) the acquisition of all of the equity interests of a business and its related entities with collection operations, including a construction and demolition processing facility and transfer station, in eastern Massachusetts, including the greater Boston area, and southern New Hampshire, in our Eastern region, (ii) the acquisition of the assets of a business, consisting of collection operations in West Virginia and a transfer station operation in southwestern Pennsylvania, which expanded our Mid-Atlantic region footprint into West Virginia and (iii) two tuck-in acquisitions, one a recycling operation in our Resource Solutions operating segment and the other a collection operation in our Western region.
In the six months ended June 30, 2025, we acquired six businesses, including (i) four tuck-in collection operations in our Mid-Atlantic region, (ii) a tuck-in collection operation in our Western region and (iii) a tuck-in collection operation and recycling business whose assets and liabilities are allocated between our Eastern region and Resource Solutions operating segments.
The operating results of the businesses acquired prior to June 30, 2026 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.
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. 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. Approximately $187,753 of goodwill associated with acquisitions completed in the six months ended June 30, 2026 is expected to be deductible for tax purposes.
Due to the uniformity of the businesses acquired, both operationally and tangibly through the nature of the assets acquired, and intangibly, through the acquisition of customer lists, covenants not-to-compete and trade names, we believe aggregated disclosure information is more relevant and useful to financial statement users than individualized disclosure of the separate acquisitions in accordance with FASB ASC 805 - Business Combinations.
A summary of the purchase price and the purchase price allocation for acquisitions follows:
Six Months Ended
June 30,
20262025
Purchase Price:
Cash used in acquisitions, net of cash acquired of $1,591 and $—, respectively
$399,313 $174,856 
Settlements due from sellers
(302)(1,037)
Holdbacks, contingent consideration and other
1,127 2,902 

$400,138 $176,721 
Allocated as follows:
Current assets (1)
$14,239 $8,757 
Property and equipment:
Land3,279 3,160 
Buildings and improvements10,439 4,569 
Machinery, equipment and other
52,584 36,529 
Operating lease right-of-use assets10,241 10,655 
Intangible assets:
Trade names696 444 
Covenants not-to-compete13,683 3,657 
Customer relationships76,761 36,438 
Deferred tax liability(11,742)— 
Current liabilities(12,515)(3,902)
Operating lease liabilities, less current portion(9,671)(9,583)
Fair value of assets acquired and liabilities assumed147,994 90,724 
Excess purchase price allocated to goodwill$252,144 $85,997 
(1)Includes contract receivables as of the date of the acquisitions in the six months ended June 30, 2026 and 2025, of $10,530 and $8,226, respectively. Substantially all of the contractual amounts are expected to be collected.
Purchase price allocations for the six months ended June 30, 2026 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 six months ended June 30, 2026 are subject to change. Amounts in the six months ended June 30, 2025 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 prepared as though each acquisition completed since the beginning of the prior fiscal year had occurred as of January 1, 2025 is as follows:
Three Months Ended
June 30,		Six Months Ended
June 30,
2026202520262025
Revenues$543,748 $515,884 $1,031,914 $991,172 
Operating income$19,964 $21,769 $26,370 $27,328 
Net income (loss)$3,770 $6,669 $(846)$3,095 
Basic earnings (loss) per share attributable to common stockholders:
Weighted average common shares outstanding63,613 63,461 63,579 63,424 
Basic earnings (loss) per common share$0.06 $0.11 $(0.01)$0.05 
Diluted earnings (loss) per share attributable to common stockholders:
Weighted average common shares outstanding63,685 63,563 63,579 63,524 
Diluted earnings (loss) per common share$0.06 $0.10 $(0.01)$0.05 
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, 2025 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 a result of the integration and consolidation of the completed acquisitions.
See Note 12, Other Items and Charges for disclosure regarding expense from acquisition activities.