CASELLA WASTE SYSTEMS INC [CWST] Filings

10-Q 1 cwst-20240630.htm 10-Q cwst-20240630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2024


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 000-23211

CASELLA WASTE SYSTEMS, INC.

(Exact name of registrant as specified in its charter)


Delaware			03-0338873
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)


25 Greens Hill Lane,
Rutland,	Vermont	05701
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (802) 775-0325

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading
Symbol(s)

Name of each exchange
on which registered

Class A common stock, $0.01 par value per share

CWST

The Nasdaq Stock Market LLC

(Nasdaq Global Select Market)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company," and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer			☒			Accelerated filer			☐


Non-accelerated filer			☐			Smaller reporting company			☐


						Emerging growth company			☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares outstanding of each of the registrant’s classes of common stock, as of July 15, 2024:


Class A common stock, $0.01 par value per share:			57,145,697
Class B common stock, $0.01 par value per share:			988,200

PART I.

ITEM 1. FINANCIAL STATEMENTS

CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands)


	June 30, 2024		December 31, 2023
	(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	208,502	$	220,912

Accounts receivable, net of allowance for credit losses of $6,333 and $4,066, respectively	161,247		157,324

Refundable income taxes	6,397		3,089
Prepaid expenses	21,282		17,223
Inventory	18,913		17,859

Other current assets	9,463		9,918
Total current assets	425,804		426,325
Property and equipment, net of accumulated depreciation and amortization of $1,226,518 and $1,167,541, respectively	987,390		980,553
Operating lease right-of-use assets	98,148		100,844
Goodwill	737,253		735,670
Intangible assets, net	216,961		241,429

Restricted cash and assets	3,251		2,203
Cost method investments	10,967		10,967
Deferred income taxes	8,413		11,224
Other non-current assets	23,678		26,255
Total assets	$	2,511,865	$	2,535,470

The accompanying notes are an integral part of these consolidated financial statements.

CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (Continued)

(in thousands, except for share and per share data)


	June 30, 2024		December 31, 2023
	(Unaudited)
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current maturities of debt	$	65,335	$	35,781
Current operating lease liabilities	8,854		9,039
Accounts payable	94,205		116,794
Accrued payroll and related expenses	16,585		22,657
Accrued interest	3,219		3,886
Contract liabilities	30,662		31,472
Current accrued final capping, closure and post-closure costs	9,280		10,773
Other accrued liabilities	41,548		48,456
Total current liabilities	269,688		278,858
Debt, less current portion	976,620		1,007,662
Operating lease liabilities, less current portion	65,710		66,074
Accrued final capping, closure and post-closure costs, less current portion	131,488		123,131
Deferred income taxes	1,189		627
Other long-term liabilities	29,656		37,327
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:

Class A common stock, $0.01 par value per share; 100,000,000 shares authorized; 57,145,000 and 57,007,000 shares issued and outstanding, respectively	571		570
Class B common stock, $0.01 par value per share; 1,000,000 shares authorized; 988,000 shares issued and outstanding, respectively; 10 votes per share	10		10
Additional paid-in capital	1,174,744		1,168,812
Accumulated deficit	(143,632)		(146,521)
Accumulated other comprehensive income (loss), net of tax	5,821		(1,080)


Total stockholders' equity	1,037,514		1,021,791
Total liabilities and stockholders' equity	$	2,511,865	$	2,535,470

The accompanying notes are an integral part of these consolidated financial statements.

CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except for per share data)


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Revenues	$	377,163	$	289,645	$	718,170	$	552,241
Operating expenses:
Cost of operations	243,787		186,319		474,578		366,563
General and administration	47,184		35,865		91,517		71,544
Depreciation and amortization	55,338		34,924		109,375		68,359
Expense from acquisition activities	7,836		3,677		12,847		6,540

Legal settlement	—		6,150		—		6,150
Southbridge Landfill closure charge	—		96		—		206







	354,145		267,031		688,317		519,362
Operating income	23,018		22,614		29,853		32,879
Other expense (income):
Interest income	(2,625)		(1,611)		(5,437)		(2,295)
Interest expense	15,322		9,001		31,204		15,959
Loss from termination of bridge financing	—		8,198		—		8,198




Other income	(477)		(452)		(828)		(800)
Other expense, net	12,220		15,136		24,939		21,062
Income before income taxes	10,798		7,478		4,914		11,817
Provision for income taxes	3,792		1,988		2,025		2,779
Net income	$	7,006	$	5,490	$	2,889	$	9,038


Basic earnings per share attributable to common stockholders:
Weighted average common shares outstanding	58,109		52,885		58,070		52,331
Basic earnings per common share	$	0.12	$	0.10	$	0.05	$	0.17
Diluted earnings per share attributable to common stockholders:
Weighted average common shares outstanding	58,199		52,980		58,161		52,427
Diluted earnings per common share	$	0.12	$	0.10	$	0.05	$	0.17

The accompanying notes are an integral part of these consolidated financial statements.

CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF

COMPREHENSIVE INCOME

(in thousands)


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Net income	$	7,006	$	5,490	$	2,889	$	9,038
Other comprehensive income, before tax:
Hedging activity:
Interest rate swap settlements	2,303		1,290		4,618		2,345
Interest rate swap income reclassified into interest expense	(2,280)		(1,270)		(4,611)		(2,376)
Unrealized gain resulting from changes in fair value of derivative instruments	1,068		2,508		9,507		117

Other comprehensive income, before tax	1,091		2,528		9,514		86
Income tax provision related to items of other comprehensive income	305		693		2,613		20
Other comprehensive income, net of tax	786		1,835		6,901		66
Comprehensive income	$	7,792	$	7,325	$	9,790	$	9,104

The accompanying notes are an integral part of these consolidated financial statements.

CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF

STOCKHOLDERS' EQUITY

(in thousands)


			Casella Waste Systems, Inc. Stockholders' Equity
			Class A Common Stock			Class B Common Stock			Additional Paid-In Capital		Accumulated Deficit		Accumulated Other Comprehensive Income (Loss), Net of Tax
	Total		Shares	Amount		Shares	Amount
Balance, December 31, 2023	$	1,021,791	57,007	$	570	988	$	10	$	1,168,812	$	(146,521)	$	(1,080)



Issuances of Class A common stock	—		113	1		—	—		(1)		—		—
Stock-based compensation	2,135		—	—		—	—		2,135		—		—

Comprehensive income:
Net loss	(4,117)		—	—		—	—		—		(4,117)		—
Other comprehensive income:
Hedging activity	6,115		—	—		—	—		—		—		6,115
Balance, March 31, 2024	1,025,924		57,120	571		988	10		1,170,946		(150,638)		5,035



Issuances of Class A common stock	1,124		25	—		—	—		1,124		—		—
Stock-based compensation	2,674		—	—		—	—		2,674		—		—

Comprehensive income:
Net income	7,006		—	—		—	—		—		7,006		—
Other comprehensive income:
Hedging activity	786		—	—		—	—		—		—		786






















Balance, June 30, 2024	$	1,037,514	57,145	$	571	988	$	10	$	1,174,744	$	(143,632)	$	5,821


			Casella Waste Systems, Inc. Stockholders' Equity
			Class A Common Stock			Class B Common Stock			Additional Paid-In Capital		Accumulated Deficit		Accumulated Other Comprehensive Income, Net of Tax
	Total		Shares	Amount		Shares	Amount
Balance, December 31, 2022	$	497,900	50,704	$	507	988	$	10	$	661,761	$	(171,920)	$	7,542



Issuances of Class A common stock	—		194	2		—	—		(2)		—		—
Stock-based compensation	1,976		—	—		—	—		1,976		—		—

Comprehensive income:
Net income	3,548		—	—		—	—		—		3,548		—
Other comprehensive loss:
Hedging activity	(1,769)		—	—		—	—		—		—		(1,769)
Balance, March 31, 2023	501,655		50,898	509		988	10		663,735		(168,372)		5,773

Issuance of Class A common stock - equity offering, net of stock issuance costs	496,238		6,053	61		—	—		496,177		—		—

Issuances of Class A common stock	799		23	—		—	—		799		—		—
Stock-based compensation	2,366		—	—		—	—		2,366		—		—

Comprehensive income:
Net income	5,490		—	—		—	—		—		5,490		—
Other comprehensive income:
Hedging activity	1,835		—	—		—	—		—		—		1,835
Balance, June 30, 2023	$	1,008,383	56,974	$	570	988	$	10	$	1,163,077	$	(162,882)	$	7,608

The accompanying notes are an integral part of these consolidated financial statements.

CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)


	Six Months Ended June 30,
	2024		2023
Cash Flows from Operating Activities:
Net income	$	2,889	$	9,038
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	109,375		68,359

Interest accretion on landfill and environmental remediation liabilities	5,862		5,001
Amortization of debt issuance costs	1,482		1,505
Stock-based compensation	4,809		4,341
Operating lease right-of-use assets expense	8,489		6,872

Disposition of assets, other items and charges, net	3,209		(300)



Loss from termination of bridge financing	—		8,198







Deferred income taxes	156		1,952
Changes in assets and liabilities, net of effects of acquisitions and divestitures:
Accounts receivable	(7,009)		(3,958)
Landfill operating lease contract expenditures	(1,308)		(1,318)
Accounts payable	(22,289)		8,898
Prepaid expenses, inventories and other assets	(6,580)		(5,845)
Accrued expenses, contract liabilities and other liabilities	(19,304)		(19,547)
Net cash provided by operating activities	79,781		83,196
Cash Flows from Investing Activities:
Acquisitions, net of cash acquired	1,296		(547,587)
Additions to intangible assets	(199)		—
Additions to property and equipment	(74,900)		(50,415)


Proceeds from sale of property and equipment	827		776


Net cash used in investing activities	(72,976)		(597,226)
Cash Flows from Financing Activities:
Proceeds from debt borrowings	1,750		430,000
Principal payments on debt	(20,020)		(10,625)
Payments of debt issuance costs	—		(7,185)


Proceeds from the public offering of Class A common stock	—		496,403


Net cash (used in) provided by financing activities	(18,270)		908,593
Net (decrease) increase in cash, cash equivalents and restricted cash	(11,465)		394,563
Cash, cash equivalents and restricted cash, beginning of period	220,912		71,152
Cash, cash equivalents and restricted cash, end of period	$	209,447	$	465,715
Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for:
Cash interest payments	$	30,389	$	14,196
Cash income tax payments	$	5,098	$	7,913
Supplemental Disclosure of Non-Cash Investing and Financing Activities:
Non-current assets obtained through long-term financing obligations	$	15,300	$	4,715
Right-of-use assets obtained in exchange for operating lease obligations	$	3,154	$	17,756

The accompanying notes are an integral part of these consolidated financial statements.

CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1. BASIS OF PRESENTATION

Casella Waste Systems, Inc. (“Parent”) and its subsidiaries (collectively, “we”, “us” or “our”), is a regional, vertically integrated solid waste services company. We provide resource management expertise and services to residential, commercial, municipal, institutional and industrial customers, primarily in the areas of solid waste collection and disposal, transfer, recycling and organics services.

We provide integrated solid waste services in ten states: Vermont, New Hampshire, New York, Massachusetts, Connecticut, Maine, Pennsylvania, New Jersey, Delaware and Maryland, with our headquarters located in Rutland, Vermont. We manage our solid waste operations on a geographic basis through regional operating segments, the Eastern, Western and Mid-Atlantic regions, each of which provides a comprehensive range of non-hazardous solid waste services. We manage our resource renewal operations through the Resource Solutions operating segment, which leverages our core competencies in materials processing, industrial recycling, organics and resource management service offerings to deliver a comprehensive solution for our larger commercial, municipal, institutional and industrial customers that have more diverse waste and recycling needs. Legal, tax, information technology, human resources, certain finance and accounting and other administrative functions are included in our Corporate Entities segment.

The accompanying unaudited consolidated financial statements, which include the accounts of the Parent and our wholly-owned subsidiaries, have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). All significant intercompany accounts and transactions are eliminated in consolidation. Investments in entities in which we do not have a controlling financial interest are accounted for under either the equity method or the cost method of accounting, as appropriate. Our significant accounting policies are more fully discussed in Item 8. “Financial Statements and Supplementary Data” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (“fiscal year 2023”), which was filed with the SEC on February 16, 2024 (“2023 Form 10-K”).

Preparation of our consolidated financial statements in accordance with GAAP requires management to make certain estimates and assumptions. These estimates and assumptions affect the accounting for and recognition and disclosure of assets, liabilities, equity, revenues and expenses. We must make these estimates and assumptions because certain information that we use is dependent on future events, cannot be calculated with a high degree of precision given the available data, or simply cannot be readily calculated. In the opinion of management, these consolidated financial statements include all adjustments, including normal recurring and nonrecurring adjustments, as applicable, necessary for a fair statement of the financial position, results of operations and cash flows for the periods presented. The results for the three and six months ended June 30, 2024 may not be indicative of the results for any other interim period or the entire fiscal year. The consolidated financial statements presented herein should be read in conjunction with our audited consolidated financial statements included in our 2023 Form 10-K.

Subsequent Events

We have evaluated subsequent events or transactions that have occurred after the consolidated balance sheet date of June 30, 2024 through the date of filing of the consolidated financial statements with the SEC on this Quarterly Report on Form 10-Q. Except as disclosed, no material subsequent events have occurred since June 30, 2024 through the date of this filing that would require recognition or adjustments to our disclosures in our consolidated financial statements.

2. ACCOUNTING CHANGES

The following table provides a brief description of Accounting Standards Updates (“ASU”) to the Accounting Standards Codification (“ASC”) issued by the Financial Accounting Standards Board (“FASB”) and deemed to have a possible material impact on our consolidated financial statements based on current account balances and activity:

Standard

Description

Effect on the Financial Statements or Other
Significant Matters

Accounting standards issued pending adoption

ASU No. 2023-07: Improvements to Reportable Segment Disclosures (Topic 280)

Requires entities to provide additional disclosure related to the chief operating decision maker (“CODM”) and reportable operating segments, including providing more detailed information about reportable operating segment's significant expenses and how that information is used by the CODM.

We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements, however, the adoption of this guidance will have an impact on reportable operating segment disclosures within the accompanying notes to our consolidated financial statements. This guidance does not change how we identify our operating segments, aggregate them or apply quantitative thresholds to determine our reportable segments. This guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.

ASU No. 2023-09: Improvements to Income Tax Disclosures (Topic 740)

Requires entities to provide additional disclosure related to the transparency and decision usefulness of income tax disclosures, including additional disclosure around the rate reconciliation and income taxes paid.

We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements, however, the adoption of this guidance will have an impact on income tax disclosures within the accompanying notes to our consolidated financial statements. This guidance is effective for fiscal years beginning after December 15, 2024, with early adoption permitted.

3. REVENUE RECOGNITION

Revenues associated with our solid waste operations are derived mainly from solid waste collection and disposal services, including landfill, transfer station and transportation services, landfill gas-to-energy services and processing services. Revenues associated with our resource renewal operations are derived from processing services and non-processing services, which we refer to as our National Accounts business.

The following tables set forth revenues disaggregated by service line and timing of revenue recognition by operating segment for each of the three and six months ended June 30, 2024 and 2023:

Three Months Ended June 30, 2024


	Eastern		Western		Mid-Atlantic		Resource Solutions		Total Revenues
Collection	$	76,071	$	105,936	$	41,952	$	—	$	223,959
Landfill	7,583		17,199		—		—		24,782
Transfer station	18,634		16,250		460		—		35,344
Transportation	1,433		3,564		—		—		4,997
Landfill gas-to-energy	539		1,444		—		—		1,983
Processing	2,231		649		—		33,275		36,155
National Accounts	—		—		—		49,943		49,943
Total revenues	$	106,491	$	145,042	$	42,412	$	83,218	$	377,163

Transferred at a point-in-time	$	117	$	677	$	—	$	15,163	$	15,957
Transferred over time	106,374		144,365		42,412		68,055		361,206
Total revenues	$	106,491	$	145,042	$	42,412	$	83,218	$	377,163

Three Months Ended June 30, 2023


	Eastern		Western		Mid-Atlantic (1)		Resource Solutions		Total Revenues
Collection	$	64,749	$	85,099	$	—	$	—	$	149,848
Landfill	7,220		18,921		—		—		26,141
Transfer station	17,698		14,728		—		—		32,426
Transportation	1,208		3,854		—		—		5,062
Landfill gas-to-energy	173		1,148		—		—		1,321
Processing	2,275		479		—		25,383		28,137
National Accounts	—		—		—		46,710		46,710
Total revenues	$	93,323	$	124,229	$	—	$	72,093	$	289,645

Transferred at a point-in-time	$	99	$	690	$	—	$	8,135	$	8,924
Transferred over time	93,224		123,539		—		63,958		280,721
Total revenues	$	93,323	$	124,229	$	—	$	72,093	$	289,645

Six Months Ended June 30, 2024



	Eastern		Western		Mid-Atlantic (1)		Resource Solutions		Total Revenues
Collection	$	146,332	$	205,805	$	83,181	$	—	$	435,318
Landfill	14,195		30,137		—		—		44,332
Transfer station	32,762		28,221		834		—		61,817
Transportation	2,709		6,404		—		—		9,113
Landfill gas-to-energy	997		3,496		—		—		4,493
Processing	3,500		1,308		—		63,038		67,846
National Accounts	—		—		—		95,251		95,251
Total revenues	$	200,495	$	275,371	$	84,015	$	158,289	$	718,170

Transferred at a point-in-time	$	239	$	1,294	$	—	$	27,717	$	29,250
Transferred over time	200,256		274,077		84,015		130,572		688,920
Total revenues	$	200,495	$	275,371	$	84,015	$	158,289	$	718,170

Six Months Ended June 30, 2023



	Eastern		Western		Mid-Atlantic (1)		Resource Solutions		Total Revenues
Collection	$	125,858	$	163,967	$	—	$	—	$	289,825
Landfill	13,521		35,380		—		—		48,901
Transfer station	31,680		24,691		—		—		56,371
Transportation	2,390		7,434		—		—		9,824
Landfill gas-to-energy	386		2,859		—		—		3,245
Processing	3,398		931		—		48,189		52,518
National Accounts	—		—		—		91,557		91,557
Total revenues	$	177,233	$	235,262	$	—	$	139,746	$	552,241

Transferred at a point-in-time	$	218	$	1,421	$	—	$	14,572	$	16,211
Transferred over time	177,015		233,841		—		125,174		536,030
Total revenues	$	177,233	$	235,262	$	—	$	139,746	$	552,241

(1)Operations under the Mid-Atlantic region commenced July 1, 2023.

Payments to customers that are not in exchange for a distinct good or service are recorded as a reduction of revenues. Rebates to certain customers associated with payments for recycled or organic materials that are received and subsequently processed and sold to other third-parties amounted to $8,416 and $15,531 in the three and six months ended June 30, 2024, respectively, and $6,329 and $12,958 in the three and six months ended June 30, 2023, respectively. Rebates are generally recorded as a reduction of revenues upon the sale of such materials, or upon receipt of the recycled materials at our facilities. We did not record revenues in the three and six months ended June 30, 2024 or June 30, 2023 from performance obligations satisfied in previous periods.

Contract receivables, which are included in accounts receivable, net in our consolidated balance sheets are recorded when billed or when related revenue is earned, if earlier, and represent claims against third-parties that will be settled in cash. Accounts receivable, net includes receivables from contracts of $165,706 and $158,931 as of June 30, 2024 and December 31, 2023, respectively. Certain customers are billed in advance and, accordingly, recognition of the related revenues for which payment has been received is deferred as a contract liability until the services are provided and control transferred to the customer. We recognized contract liabilities of $30,662 and $31,472 as of June 30, 2024 and December 31, 2023, respectively. Due to the short term nature of advanced billings, substantially all of the deferred revenue recognized as a contract liability as of December 31, 2023 and December 31, 2022 was recognized as revenue during the six months ended June 30, 2024 and June 30, 2023, respectively, when the services were performed.

4. BUSINESS COMBINATIONS

Subsequent to June 30, 2024, we completed four acquisitions, three of which are in our Mid-Atlantic region, including Whitetail Disposal, Inc. and LMR Disposal, LLC, which together include collection operations in eastern Pennsylvania and western New Jersey.

In the six months ended June 30, 2024, we acquired one business, a tuck-in solid waste collection businesses in our Eastern region. In the six months ended June 30, 2023, we acquired two businesses: the equity interests of four wholly owned subsidiaries of GFL Environmental Inc., which included solid waste collection, transfer and recycling operations in Pennsylvania, Maryland and Delaware (“GFL Acquisition”); and a solid waste business in our Western region.

The operating results of the business acquired prior to June 30, 2024 have been included in the accompanying unaudited 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 the date of 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 projected discounted cash flows, 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. Substantially all amounts recorded to goodwill are expected to be deductible for tax purposes.

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


	Six Months Ended June 30,
	2024		2023
Purchase Price:
Cash used in acquisitions, net of cash acquired	$	748	$	544,359



Holdbacks	—		1,900
Total consideration	$	748	$	546,259
Allocated as follows:
Current assets	$	—	$	15,364




Property, plant and equipment:
Land	—		2,213

Buildings and improvements	—		8,666
Machinery and equipment	282		90,276
Operating lease right-of-use assets	—		11,260
Intangible assets:

Covenants not-to-compete	75		10,550
Customer relationships	38		93,000

Deferred tax liability	—		(5,160)
Current liabilities	(2)		(15,195)







Operating lease liabilities, less current portion	—		(9,887)
Fair value of assets acquired and liabilities assumed	393		201,087
Excess purchase price allocated to goodwill	$	355	$	345,172

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 the six months ended June 30, 2024 are subject to change. Amounts in the six months ended June 30, 2023 were 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 operational results prepared as though each acquisition completed since the beginning of the prior fiscal year had occurred as of January 1, 2023 is as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Revenues	$	377,199	$	365,644	$	718,315	$	706,384
Operating income	$	23,028	$	26,792	$	29,894	$	41,353
Net income	$	7,012	$	7,133	$	2,913	$	12,391

Basic earnings per share attributable to common stockholders:
Weighted average common shares outstanding	58,109		52,885		58,070		52,331
Basic earnings per common share	$	0.12	$	0.13	$	0.05	$	0.24
Diluted earnings per share attributable to common stockholders:
Weighted average common shares outstanding	58,199		52,980		58,161		52,427
Diluted earnings per common share	$	0.12	$	0.13	$	0.05	$	0.24

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, 2023 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.

5. GOODWILL AND INTANGIBLE ASSETS

A summary of the activity and balances related to goodwill by operating segment is as follows:



	December 31, 2023		Acquisitions		Measurement Period Adjustments		June 30, 2024
Eastern	$	73,893	$	355	$	—	$	74,248
Western	285,056		—		668		285,724
Mid-Atlantic	332,247		—		372		332,619
Resource Solutions	44,474		—		188		44,662

	$	735,670	$	355	$	1,228	$	737,253

Summaries of intangible assets by type follow:


	Covenants Not-to-Compete		Customer Relationships		Trade Names		Total
Balance, June 30, 2024
Intangible assets	$	60,645	$	272,807	$	13,325	$	346,777
Less accumulated amortization	(30,294)		(90,284)		(9,238)		(129,816)
	$	30,351	$	182,523	$	4,087	$	216,961


	Covenants Not-to-Compete		Customer Relationships		Trade Names		Total
Balance, December 31, 2023
Intangible assets	$	61,573	$	272,571	$	13,325	$	347,469
Less accumulated amortization	(26,645)		(72,227)		(7,168)		(106,040)
	$	34,928	$	200,344	$	6,157	$	241,429

Intangible amortization expense was $12,238 and $24,803 during the three and six months ended June 30, 2024, respectively, and $4,226 and $8,296 during the three and six months ended June 30, 2023, respectively.

A summary of intangible amortization expense estimated for each of the next five fiscal years following fiscal year 2023 and thereafter is estimated as follows:



Estimated Future Amortization Expense as of June 30, 2024
For the remainder of the fiscal year ending December 31, 2024	$	23,219
Fiscal year ending December 31, 2025	$	43,653
Fiscal year ending December 31, 2026	$	38,775
Fiscal year ending December 31, 2027	$	34,179
Fiscal year ending December 31, 2028	$	29,123
Thereafter	$	48,012

6. ACCRUED FINAL CAPPING, CLOSURE AND POST CLOSURE

Accrued final capping, closure and post-closure costs include the current and non-current portion of costs associated with obligations for final capping, closure and post-closure of our landfills. We estimate our future final capping, closure and post-closure costs in order to determine the final capping, closure and post-closure expense per ton of waste placed into each landfill. The anticipated time frame for paying these costs varies based on the remaining useful life of each landfill as well as the duration of the post-closure monitoring period.

A summary of the changes to accrued final capping, closure and post-closure liabilities follows:


	Six Months Ended June 30,
	2024		2023
Beginning balance	$	133,904	$	113,678
Obligations incurred	3,354		2,615

Accretion expense	5,733		4,809

Obligations settled (1)	(2,223)		(2,386)