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BUSINESS COMBINATIONS
6 Months Ended
Jun. 30, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]  
BUSINESS COMBINATIONS BUSINESS COMBINATIONS
2024 Acquisitions
On March 22, 2024, the Company completed its acquisition of Hepaco Blocker, Inc. and its subsidiaries (collectively, “HEPACO”) for an all-cash purchase price of $395.6 million, net of cash acquired and subject to final settlement of working capital balances. The operations of HEPACO expand the Environmental Services segment’s field services business.
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 March 22, 2024. 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 March 31, 2024Measurement Period Adjustments
At Acquisition Date
As Reported
June 30, 2024
Accounts receivable, including unbilled receivables$68,496 $3,427 $71,923 
Inventories and supplies1,574 (1,028)546 
Prepaid expenses and other current assets5,221 (94)5,127 
Property, plant and equipment45,453 — 45,453 
Permits and other intangibles130,000 500 130,500 
Operating lease right-of-use assets9,385 — 9,385 
Other long-term assets2,660 — 2,660 
Accrued expenses and other current liabilities(43,966)(1,096)(45,062)
Current portion of operating lease liabilities(2,758)— (2,758)
Operating lease liabilities, less current portion(6,627)— (6,627)
Deferred tax liabilities(8,916)— (8,916)
Other long-term liabilities(374)— (374)
Total identifiable net assets200,148 1,709 201,857 
Goodwill195,265 (1,553)193,712 
Total purchase price$395,413 $156 $395,569 
Other intangible assets acquired include customer relationships and trademarks/tradenames and are anticipated to have estimated useful lives of between 7 and 20 years with a weighted average useful life of approximately 19 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 and liabilities assumed, 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 not deductible for tax purposes.
The operations included in the Company’s financial statements for the period ended June 30, 2024, and pro forma revenue and earnings amounts on a combined basis as if this acquisition had been completed on January 1, 2023 are immaterial to the unaudited consolidated financial statements of the Company.
On March 1, 2024, the Company acquired Noble Oil Services, Inc and its subsidiaries (collectively, “Noble Oil”) for an all-cash purchase price of $68.7 million, net of cash acquired. The Company settled working capital for this acquisition in the second quarter of 2024 and adjusted the purchase price accordingly. The acquisition of Noble Oil expands the SKSS segment’s oil collection operations in the southeastern region of the United States while also adding incremental production from the re-refinery owned and operated by the acquired company.
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 March 1, 2024. 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 March 31, 2024Measurement Period Adjustments
At Acquisition Date
As Reported
June 30, 2024
Accounts receivable, including unbilled receivables5,693 141 5,834 
Inventories and supplies6,817 (219)6,598 
Prepaid expenses and other current assets423 (16)407 
Property, plant and equipment38,914 3,514 42,428 
Permits and other intangibles20,200 — 20,200 
Operating lease right-of-use assets3,615 — 3,615 
Other long-term assets92 — 92 
Accrued expenses and other current liabilities(8,990)96 (8,894)
Current portion of operating lease liabilities(1,823)— (1,823)
Operating lease liabilities, less current portion(1,792)— (1,792)
Total identifiable net assets63,149 3,516 66,665 
Goodwill5,744 (3,667)2,077 
Total purchase price$68,893 $(151)$68,742 
Other intangible assets acquired include customer relationships and trademarks/tradenames and are anticipated to have estimated useful lives of between 7 and 15 years with a weighted average useful life of approximately 13 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 and liabilities assumed, was recorded as goodwill. The goodwill recognized is attributable to the expected operating synergies and assembled workforce 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 June 30, 2024, and pro forma revenue and earnings amounts on a combined basis as if this acquisition had been completed on January 1, 2023 are immaterial to the unaudited consolidated financial statements of the Company.
2023 Acquisition
On March 31, 2023, the Company acquired Thompson Industrial Services, LLC (“Thompson Industrial”) for an all-cash purchase price of $110.9 million, net of cash acquired. The operations of Thompson Industrial expand the Environmental Services segment’s industrial service operations in the southeastern region of the United States.
The Company finalized the purchase accounting for this acquisition in the first quarter of 2024. The allocation of the purchase price was based on estimates of the fair value and assets acquired and liabilities assumed as of March 31, 2023. The following table summarizes the final determination and recognition of assets acquired and liabilities assumed (in thousands):
At Acquisition Date As Reported December 31, 2023
Measurement Period Adjustments
Final Allocation
As Reported
June 30, 2024
Accounts receivable, including unbilled receivables$25,233 $(73)$25,160 
Inventories and supplies228 — 228 
Prepaid expenses and other current assets1,302 — 1,302 
Property, plant and equipment26,719 — 26,719 
Permits and other intangibles28,900 — 28,900 
Operating lease right-of-use assets4,716 — 4,716 
Other long-term assets72 — 72 
Accrued expenses and other current liabilities(10,385)(145)(10,530)
Current portion of operating lease liabilities(1,653)— (1,653)
Operating lease liabilities, less current portion(3,063)— (3,063)
Other long-term liabilities(560)— (560)
Total identifiable net assets71,509 (218)71,291 
Goodwill39,346 218 39,564 
Total purchase price$110,855 $— $110,855 
Permits and other intangible assets acquired include customer relationships, trademarks/tradenames and non-compete agreements and are anticipated to have estimated useful lives of between five and 15 years with a weighted average useful life of approximately 13 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 and liabilities assumed, 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.