BUSINESS COMBINATIONS (Tables)

12 Months Ended

Dec. 31, 2021

Summary of total merger consideration

	November 1,
$s in thousands	2019
Fair value of US Ecology common stock issued (1)	$	581,101
Fair value of replacement warrants issued (2)		44,858
Fair value of replacement restricted stock units issued (3)		141
Fair value of replacement stock options (4)		360
Repayment of NRC’s term loan and revolving credit facility		398,373
Total merger consideration	$	1,024,833

(1) The fair value of US Ecology common stock issued was calculated based on 9,337,949 shares of US Ecology common stock multiplied by the closing price of US Ecology common stock of $62.23 per share on October 31, 2019, the day immediately preceding the closing of the NRC Merger.

(2) The fair value of replacement warrants issued was calculated based on 3,772,753 replacement warrants multiplied by the fair value per warrant of $11.89.  The fair value per warrant was based on the closing price of the replaced NRC warrants (NYSE: NRCG.WS) of $2.33 on October 31, 2019, the day immediately preceding the closing of the NRC Merger, divided by the exchange ratio of 0.196 pursuant to the NRC Merger Agreement.

(3) The fair value of replacement restricted stock units issued was calculated based on 118,239 replacement restricted stock units multiplied by the closing price of US Ecology common stock of $62.23 per share on October 31, 2019, the day immediately preceding the closing of the NRC Merger, further multiplied by the ratio of the precombination service period to the remaining vesting period, or approximately 1.9%.

(4) The fair value of replacement stock options issued was calculated based on 29,400 replacement stock options multiplied by the fair value per option of $12.26. The fair value per option was calculated using the Black-Scholes option pricing model, with the following weighted-average assumptions: strike price of $52.30 per option, dividend yield of 1.2%; expected volatility of 28.9%; average risk-free interest rate of 1.5%; and an expected term of 1 year. The replacement stock options became fully vested at the merger date therefore the entire fair value is considered merger consideration.

Schedule of preliminary fair value of identifiable intangible assets related to the acquisition of NRCG

	2021						2020
			Accumulated						Accumulated
$s in thousands	Cost		Amortization		Net		Cost		Amortization		Net
Amortizing intangible assets:
Permits, licenses and lease	$	174,959	$	(27,170)	$	147,789	$	174,885	$	(23,005)	$	151,880
Customer relationships		340,065		(87,952)		252,113		340,032		(61,778)		278,254
Technology - formulae and processes		7,166		(2,531)		4,635		7,142		(2,293)		4,849
Customer backlog		3,652		(2,752)		900		3,652		(2,387)		1,265
Tradename		10,390		(10,390)		—		10,390		(8,015)		2,375
Developed software		2,903		(2,475)		428		2,902		(2,182)		720
Non-compete agreements		5,573		(5,211)		362		5,571		(4,318)		1,253
Internet domain and website		536		(213)		323		536		(184)		352
Database		390		(235)		155		389		(214)		175
Total amortizing intangible assets		545,634		(138,929)		406,705		545,499		(104,376)		441,123
Non-amortizing intangible assets:
Permits and licenses		82,734		—		82,734		82,732		—		82,732
Tradename		134		—		134		133		—		133
Total intangible assets	$	628,502	$	(138,929)	$	489,573	$	628,364	$	(104,376)	$	523,988

Schedule of unaudited pro forma financial information

	(unaudited)
$s in thousands	2019
Pro forma combined:
Revenue	$	1,048,745
Net income (loss)	$	11,775

NRC

Summary of preliminary fair value estimates of assets acquired and liabilities assumed

	Purchase Price
$s in thousands	Allocation
Current assets	$	130,110
Property and equipment		170,208
Identifiable intangible assets		309,500
Other assets		41,687
Current liabilities		(89,733)
Deferred income tax liabilities		(54,974)
Other liabilities		(59,363)
Total identifiable net assets		447,435
Goodwill		577,398
Total purchase price	$	1,024,833

Schedule of preliminary fair value of identifiable intangible assets related to the acquisition of NRCG

			Average
			Amortization
$s in thousands	Fair Value		Period (Years)
Amortizing intangible assets:
Customer relationships - noncontractual	$	199,600	14
Customer relationships - contractual		34,400	7
Permits and licenses		8,700	16
Tradenames		6,100	2
Non-compete agreements		3,300	2
Total identified amortizing intangible assets		252,100
Non-amortizing intangible assets:
Permits and licenses		57,400	n/a
Total identified intangible assets	$	309,500