BUSINESS COMBINATIONS

3 Months Ended

Mar. 31, 2026

Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]

BUSINESS COMBINATIONS

BUSINESS COMBINATIONS

In April 2026 we completed three acquisitions using cash on hand as well as borrowings under our revolving credit facility (“Revolving Credit Facility”), including the purchase of all of the equity interests of Star Waste Systems Holdings, LLC and related entities, with operations in eastern Massachusetts, including the greater Boston area, and southern New Hampshire.

In the three months ended March 31, 2026, we expanded our geographic footprint in our Mid-Atlantic region by acquiring the assets of a business, which consists of collection operations in West Virginia and a transfer station operation in southwestern Pennsylvania. 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.

The operating results of the businesses acquired prior to March 31, 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. Substantially all amounts recorded to goodwill associated with acquisitions completed in the three months ended March 31, 2026 are 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.

See Note 11, Other Items and Charges for disclosure regarding expense from acquisition activity.

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

	Three Months Ended March 31,
	2026		2025
Purchase Price:
Cash used in acquisitions, net of cash acquired of $— and $—, respectively	$	93,058	$	103,498
Settlements due from sellers	(302)		—
	$	92,756	$	103,498
Allocated as follows:
Current assets (1)	$	3,069	$	5,727
Property and equipment:
Land	1,389		3,160
Buildings and improvements	4,909		4,260
Machinery, equipment and other	12,373		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	(2,455)		(374)
Operating lease liabilities, less current portion	—		(8,352)
Fair value of assets acquired and liabilities assumed	19,285		56,675
Excess purchase price allocated to goodwill	$	73,471	$	46,823

(1)Includes contract receivables as of the date of the acquisitions in the three months ended March 31, 2026 and 2025, of $3,033 and $5,270, respectively. Substantially all of the contractual amounts are expected to be collected.

Purchase price allocations for the three months ended March 31, 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 three months ended March 31, 2026 are subject to change. Amounts in the three months ended March 31, 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. The initial accounting for transactions that closed subsequent to March 31, 2026, but before the financial statements are issued, remains incomplete upon issuance.

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 March 31,
	2026		2025
Revenues	$	457,328	$	444,449
Operating income	$	4,855	$	4,008
Net loss	$	(5,539)	$	(4,496)
Basic and diluted loss per share attributable to common stockholders:
Weighted average common shares outstanding	63,544		63,387
Basic and diluted loss per common share	$	(0.09)	$	(0.07)

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.