XML 25 R11.htm IDEA: XBRL DOCUMENT v3.8.0.1
BUSINESS COMBINATIONS
12 Months Ended
Dec. 31, 2017
Business Combinations [Abstract]  
BUSINESS COMBINATIONS
BUSINESS COMBINATIONS
In January 2018, we acquired Complete Disposal Company, Inc. and its subsidiary United Material Management of Holyoke, Inc. (collectively, "Complete") in our Eastern region for total consideration of $16,500, subject to a purchase price adjustment.
Complete provides residential and roll-off collection services, operates a construction and demolition processing facility, and operates a solid waste transfer station with both truck and rail transfer capabilities.
In fiscal year 2017, we acquired one solid waste collection business in our Eastern region and three solid waste collection businesses in our Western region, and in fiscal year 2016 we acquired various transfer stations. The operating results of these businesses are included in the accompanying audited consolidated statements of operations from each date of acquisition, and 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. Acquired intangible assets other than goodwill that are subject to amortization include client lists and non-compete covenants. These are amortized over a five to ten year period from the date of acquisition. All amounts recorded to goodwill in fiscal years 2017 and 2016 are expected to be deductible for tax purposes. We did not acquire any businesses during fiscal year 2015.
The purchase price paid for these acquisitions and the allocation of the purchase price is as follows:
 
Fiscal Year Ended
December 31,
 
2017
 
2016
 
2015
Purchase Price:
 
 
 
 
 
Cash used in acquisitions, net of cash acquired
$
4,823

 
$
2,439

 
$

Notes payable
2,400

 

 

Other non-cash considerations
101

 

 

Contingent consideration and holdbacks
736

 
400

 

Total
8,060

 
2,839

 

Current assets
93

 
40

 

Land

 
353

 

Buildings

 
1,360

 

Equipment
2,994

 
269

 

Other liabilities, net
(49
)
 
(106
)
 

Intangible assets
2,334

 

 

Fair value of assets acquired and liabilities assumed
5,372

 
1,916

 

Excess purchase price to be allocated to goodwill
$
2,688

 
$
923

 
$

 
The following unaudited pro forma combined information shows our operational results as though each of the acquisitions completed had occurred as of January 1, 2015.
 
Fiscal Year Ended
December 31,
 
2017
 
2016
 
2015
Revenue
$
602,754

 
$
572,628

 
$
556,569

Operating (loss) income
$
(12,314
)
 
$
45,257

 
$
31,940

Net loss attributable to common stockholders
$
(21,647
)
 
$
(6,685
)
 
$
(12,947
)
Basic and diluted net loss per common share attributable to common stockholders
$
(0.52
)
 
$
(0.16
)
 
$
(0.32
)
Basic and diluted weighted average shares outstanding
41,846

 
41,233

 
40,642


The pro forma results 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, 2015 or the results of our future operations. Furthermore, the 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.