Schedule of Allocation of Purchase Price |
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 | |
| | | | | | | | | | | | | | | | | | | 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 | | _____________(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.
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Schedule of Business Acquisition, Pro Forma Information |
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 | |
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