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BUSINESS COMBINATIONS
12 Months Ended
Dec. 31, 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 for an all-cash purchase price of $392.2 million, net of cash acquired and after the settlement of working capital in the third quarter of 2024. 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
December 31, 2024
Accounts receivable, including unbilled receivables$69,072 
Inventories and supplies384 
Prepaid expenses and other current assets4,383 
Property, plant and equipment47,125 
Permits and other intangibles130,500 
Operating lease right-of-use assets9,385 
Other long-term assets5,712 
Accounts payable
(30,602)
Accrued expenses and other current liabilities(16,005)
Current portion of operating lease liabilities(2,758)
Operating lease liabilities, less current portion(6,627)
Closure and post-closure liabilities(2,492)
Remedial liabilities
(2,435)
Other long-term liabilities(374)
Total identifiable net assets205,268 
Goodwill186,911 
Total purchase price$392,179 
Other intangible assets acquired include customer relationships and trademarks/trade names and are anticipated to have estimated useful lives of between seven 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 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 December 31, 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 consolidated financial statements of the Company.
On March 1, 2024, the Company acquired Noble Oil Services, Inc. and its subsidiaries (collectively “Noble”) for an all-cash purchase price of $68.7 million, net of cash acquired and after the settlement of working capital in the second quarter of 2024. The acquisition of Noble 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
December 31, 2024
Accounts receivable, including unbilled receivables$5,855 
Inventories and supplies6,598 
Prepaid expenses and other current assets408 
Property, plant and equipment55,615 
Permits and other intangibles14,500 
Operating lease right-of-use assets3,615 
Other long-term assets92 
Accounts payable
(7,752)
Accrued expenses and other current liabilities(1,145)
Current portion of operating lease liabilities(1,823)
Operating lease liabilities, less current portion(1,792)
Closure and post-closure liabilities(8,929)
Remedial liabilities
(2,757)
Total identifiable net assets62,485 
Goodwill6,257 
Total purchase price$68,742 
Other intangible assets acquired include customer relationships and trademarks/trade names and are anticipated to have estimated useful lives of between seven 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 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 December 31, 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 consolidated financial statements of the Company.
During 2024, the Company completed the acquisition of three additional privately-owned business for $17.1 million in total cash consideration. The operations were consolidated into the Environmental Services and SKSS segments. The acquisitions of the acquired businesses were not material in 2024 to the 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 preliminary 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 preliminary and final determination and recognition of assets acquired and liabilities assumed (in thousands):
Preliminary Allocation As Reported December 31, 2023
Measurement Period Adjustments
Final Allocation as Reported December, 31, 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 
Accounts payable(7,185)(55)(7,240)
Accrued expenses and other current liabilities(3,200)(90)(3,290)
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/trade names 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 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, 2024, and pro forma revenue and earnings amounts on a combined basis as if this acquisition had been completed on January 1, 2022 are immaterial to the consolidated financial statements of the Company.
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 SKSS segment’s waste oil collection capabilities and re-refining business throughout the southeastern region of the United States, including the addition of a re-refinery in Georgia.
The Company finalized the purchase accounting for this acquisition in the second quarter of 2023. The allocation of the purchase price was based on estimates of the fair value and assets acquired and liabilities assumed as of June 17, 2022. The following table summarizes the final determination and recognition of assets acquired and liabilities assumed (in thousands):
Final Allocation
Accounts receivable$1,089 
Inventories and supplies5,745 
Prepaid expenses and other current assets144 
Property, plant and equipment22,231 
Permits and other intangibles23,500 
Operating lease right-of-use assets585 
Other long-term assets13 
Accrued expenses and other current liabilities(3,375)
Current portion of operating lease liabilities(186)
Operating lease liabilities, less current portion(399)
Other long-term liabilities(2,681)
Total identifiable net assets46,666 
Goodwill32,212 
Total purchase price$78,878 
Permits and other intangible assets acquired include supplier relationships, permits, customer relationships and trademarks/trade names 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, 2022 were not material to the consolidated financial statements of the Company.
On December 9, 2022, the Company acquired a privately-owned business for $12.6 million cash consideration. The acquired company expands the SKSS segment’s oil collection operations in the southeastern United States. In connection with this acquisition, goodwill of $2.7 million was recognized. The results of operations for the acquired business were not material in 2022 to the consolidated financial statements of the Company.