XML 27 R14.htm IDEA: XBRL DOCUMENT v3.22.4
BUSINESS COMBINATIONS
 12 Months Ended
Dec. 31, 2022
Business Combination and Asset Acquisition [Abstract]  
BUSINESS COMBINATIONS BUSINESS COMBINATIONS
Proposed 2023 Acquisition
On February 9, 2023, the Company signed a purchase agreement to acquire a privately-owned company for an all cash purchase price of approximately $100.0 million, subject to customary closing adjustments. The Company intends to fund this acquisition with available cash. Once acquired, the operations of the acquired company will expand the Environmental Services segment's industrial service operations in the southeastern region of the United States. The acquisition is expected to close in early 2023.
2022 Acquisitions
On June 17, 2022, the Company acquired a privately-owned company for an all-cash purchase price of approximately $78.9 million, net of cash acquired. The operations of the newly acquired company expand the Safety-Kleen Sustainability Solutions segment's waste oil collection capabilities and re-refining business throughout the southeast region of the United States, including the addition of a re-refinery in Georgia.
The preliminary allocation of the purchase price is provisional and was based on estimates of the fair value of assets acquired and liabilities assumed as of June 17, 2022. The Company continues to obtain information to complete the valuation of these balances and the associated income tax accounting. Measurement period adjustments will reflect new information obtained about facts and circumstances that existed as of the acquisition date. The following table summarizes the preliminary determination and recognition of assets acquired and liabilities assumed (in thousands):
At Acquisition Date
As Reported December 31, 2022
Accounts receivable$1,111 
Inventories and supplies5,816 
Prepaid expenses and other current assets144 
Property, plant and equipment19,605 
Permits and other intangibles23,500 
Operating lease right-of-use assets585 
Other non-current assets13 
Current liabilities(3,271)
Current portion of operating lease liabilities(186)
Operating lease liabilities, less current portion(399)
Other long-term liabilities(55)
Total identifiable net assets46,863 
Goodwill32,015 
Total purchase price$78,878 
Permits and other intangible assets acquired include supplier relationships, permits, customer relationships and trademarks/tradenames and are anticipated to have estimated useful lives of between five and 20 years with a weighted average useful life of approximately 18 years. The excess of the total purchase price, which includes the aggregate cash consideration paid in excess of the fair value of the tangible and intangible assets acquired, was recorded as goodwill. The goodwill recognized is
attributable to the expected operating synergies, assembled workforce and growth potential that the Company expects to realize from the acquisition. Goodwill generated from the acquisition is deductible for tax purposes.
The operations included in the Company's financial statements for the period ended December 31, 2022 and pro forma revenue and earnings amounts on a combined basis as if this acquisition had been completed on January 1, 2021 are immaterial to the consolidated financial statements of the Company.
On December 9, 2022, the Company acquired a privately-owned business for $12.4 million cash consideration, subject to the settlement of working capital. The acquired company expands the Safety-Kleen Sustainability Solutions segment's oil collection operations in the southeast United States. In connection with this acquisition, goodwill of $2.5 million was recognized. The results of operations for the acquired business were not material in 2022.
HydroChemPSC
On October 8, 2021, the Company completed its acquisition of LJ Energy Services Intermediate Holding Corp. and its subsidiaries (collectively, “HydroChemPSC”), a privately owned company, for an all-cash purchase price of approximately $1.23 billion. HydroChemPSC is a leading U.S. provider of industrial cleaning, specialty maintenance and utilities services. These operations enhance and have been fully integrated into the Company's Environmental Services segment. In the first quarter of 2022, the Company received $5.0 million after finalizing the acquisition date working capital balances, which decreased the overall purchase price.
The Company finalized the purchase accounting for the acquisition of HydroChemPSC in the third quarter of 2022. The allocation of the purchase price was based on estimates of the fair value of assets acquired and liabilities assumed as of October 8, 2021. The following table summarizes the final determination and recognition of assets acquired and liabilities assumed (in thousands):
At Acquisition Date As Reported December 31, 2021Measurement Period Adjustments
Final Allocation at Acquisition Date
As Reported December 31, 2022
Accounts receivable, including unbilled receivables$131,924 $(408)$131,516 
Inventories and supplies3,162 — 3,162 
Prepaid expenses and other current assets16,016 275 16,291 
Property, plant and equipment313,540 857 314,397 
Other intangibles289,000 — 289,000 
Operating lease right-of-use assets34,347 68 34,415 
Other non-current assets1,045 (83)962 
Current liabilities(115,704)(3,150)(118,854)
Current portion of operating lease liabilities(11,659)382 (11,277)
Operating lease liabilities, less current portion(26,128)(216)(26,344)
Deferred tax liabilities(85,908)5,522 (80,386)
Other long-term liabilities(2,685)(1,485)(4,170)
Total identifiable net assets546,950 1,762 548,712 
Goodwill (i)
683,463 (6,762)676,701 
Total purchase price$1,230,413 $(5,000)$1,225,413 
_____________
(i) Goodwill represents the excess of the fair value of the net assets acquired over the purchase price. Goodwill of $676.7 million was assigned to the Environmental Sales and Service reporting unit and is attributable to the future economic benefits arising from the acquired operations, synergies and the acquired workforce of HydroChemPSC. None of the goodwill related to this acquisition will be deductible for tax purposes.
Unaudited Pro Forma Financial Information
The following table presents unaudited pro forma combined summary financial information for the years ended December 31, 2021 and December 31, 2020, respectively, and assumes the acquisition of HydroChemPSC occurred on January 1, 2020 (in thousands):

20212020
Pro forma combined revenues$4,380,724 $3,859,430 
Pro forma combined net income229,807 149,219 
The pro forma results do not include any costs incurred directly attributable to the acquisition of HydroChemPSC. The pro forma results do reflect impacts resulting from the issuance of $1.0 billion senior secured term loans issued in connection with the acquisition assuming interest rates in effect at the time of the acquisition.
This pro forma financial information is not necessarily indicative of the Company's consolidated operating results that would have been reported had the transactions been completed as described herein, nor is such information necessarily indicative of the Company's consolidated results for any future period. Interest expense used in calculating the pro forma net income in both periods did not contemplate the interest rate swap that the Company put in place in early 2022. See Note 12, "Financing Arrangements."
Other 2021 Acquisition Activity
On March 27, 2021, the Company acquired a privately-owned business for $22.8 million cash consideration. The acquired company increases the Safety-Kleen Sustainability Solutions segment's network within the south central United States. In connection with this acquisition, a goodwill amount of $16.3 million was recognized. The results of operations for this acquired business were not material in 2021.
On June 29, 2021, the Company signed a definitive agreement with Vertex Energy, Inc. ("Vertex") to acquire certain assets related to Vertex's used motor oil collection and re-refinery business in an all-cash transaction for $140.0 million, subject to working capital and other adjustments. On January 25, 2022, Vertex and the Company mutually agreed to terminate the planned acquisition. In connection with the termination, in early 2022, Vertex paid Clean Harbors a breakup fee of $3.0 million pursuant to the agreement.
2020 Acquisition
On April 17, 2020, the Company acquired a privately-owned business for $8.8 million cash consideration. The acquired company expands the Safety-Kleen Sustainability Solutions segment's oil re-refining operations to the northeast United States. In connection with this acquisition, goodwill of $1.4 million was recognized. The results of operations of this acquired business were not material in 2020.