BUSINESS COMBINATIONS

9 Months Ended

Sep. 30, 2022

Business Combination and Asset Acquisition [Abstract]

2022 Acquisition

On June 17, 2022, the Company acquired a privately-owned company for an all-cash purchase price of approximately $78.6 million, net of cash acquired and subject to the final settlement of working capital. Pursuant to the purchase agreement, in the three months ended September 30, 2022, the Company paid $4.8 million to partially settle working capital. The Company expects to finalize working capital, which is not expected to be material, prior to December 31, 2022. 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		Measurement Period Adjustments		At Acquisition Date As Reported September 30, 2022
Accounts receivable	$	1,079	$	(3)	$	1,076
Inventories and supplies	5,737		79		5,816
Prepaid expenses and other current assets	269		(135)		134
Property, plant and equipment	23,270		55		23,325
Permits and other intangibles	16,750		—		16,750
Operating lease right-of-use assets	585		—		585
Other non-current assets	42		(29)		13
Current liabilities	(2,756)		(437)		(3,193)
Current portion of operating lease liabilities	(186)		—		(186)
Operating lease liabilities, less current portion	(399)		—		(399)

Other long-term liabilities	—		(55)		(55)
Total identifiable net assets	44,391		(525)		43,866
Goodwill	29,375		5,327		34,702
Total purchase price	$	73,766	$	4,802	$	78,568

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 17 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 September 30, 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.

2021 Acquisitions

On October 8, 2021, the Company completed the 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.

As of September 30, 2022, the Company finalized the purchase accounting for the acquisition of HydroChemPSC. 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, 2021		Measurement Period Adjustments		Final Allocation At Acquisition Date As Reported September 30, 2022
Accounts receivable, including unbilled receivables	$	131,924	$	(408)	$	131,516
Inventories and supplies	3,162		—		3,162
Prepaid expenses and other current assets	16,016		275		16,291
Property, plant and equipment	313,540		857		314,397
Other intangibles	289,000		—		289,000
Operating lease right-of-use assets	34,347		68		34,415
Other non-current assets	1,045		(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 assets	546,950		1,762		548,712
Goodwill (i)	683,463		(6,762)		676,701
Total purchase price	$	1,230,413	$	(5,000)	$	1,225,413

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(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 & 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.

HydroChemPSC's results of operations have been included in the Company's financial statements for the period subsequent to the completion of the acquisition on October 8, 2021. The following unaudited supplemental pro-forma data presents consolidated information as if the acquisition had occurred on January 1, 2021 (in thousands):


	Three Months Ended September 30, 2021		Nine Months Ended September 30, 2021
Pro forma combined revenues	$	1,138,940	$	3,246,249
Pro forma combined net income	68,821		170,899

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 did not contemplate the interest rate swaps that the Company put in place in early 2022.

On March 27, 2021, the Company also 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 final goodwill amount of $16.3 million was recognized.