v3.25.2
BUSINESS COMBINATIONS
 6 Months Ended
Jun. 30, 2025
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
BUSINESS COMBINATIONS BUSINESS COMBINATIONS
2024 Acquisitions
On March 22, 2024, the Company acquired HEPACO for an all-cash purchase price of $392.2 million, net of cash acquired. The acquisition of HEPACO expanded the Environmental Services segment’s field services business.
The Company finalized the purchase accounting for this acquisition in the first quarter of 2025. The allocation of the purchase price was based on estimates of the fair value of assets acquired and liabilities assumed as of March 22, 2024. The following table summarizes the preliminary and final determinations and recognition of assets acquired and liabilities assumed (in thousands):
At Acquisition Date As Reported December 31, 2024Measurement Period AdjustmentsFinal Allocation At Acquisition Date
Accounts receivable, including unbilled receivables$69,072 $(856)$68,216 
Inventories and supplies384 — 384 
Prepaid expenses and other current assets4,383 (123)4,260 
Property, plant and equipment47,125 385 47,510 
Permits and other intangibles130,500 — 130,500 
Operating lease right-of-use assets9,385 — 9,385 
Other long-term assets5,712 1,133 6,845 
Accounts payable(30,602)— (30,602)
Accrued expenses and other current liabilities(16,005)(300)(16,305)
Current portion of operating lease liabilities(2,758)— (2,758)
Operating lease liabilities, less current portion(6,627)— (6,627)
Closure and post-closure liabilities(2,492)(385)(2,877)
Remedial liabilities(2,435)— (2,435)
Other long-term liabilities(374)— (374)
Total identifiable net assets205,268 (146)205,122 
Goodwill186,911 146 187,057 
Total purchase price$392,179 $— $392,179 
Other intangible assets acquired include customer relationships and trademarks/tradenames 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 of HEPACO are included in the Company’s financial statements as of the date of acquisition. Pro forma revenue and earnings amounts on a combined basis as if this acquisition had been completed on January 1, 2024 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. The acquisition of Noble expanded 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 Company finalized the purchase accounting for this acquisition in the first quarter of 2025. The allocation of the purchase price was based on estimates of the fair value of assets acquired and liabilities assumed as of March 1, 2024. The following table summarizes the preliminary and final determinations and recognition of assets acquired and liabilities assumed (in thousands):
At Acquisition Date As Reported December 31, 2024Measurement Period AdjustmentsFinal Allocation At Acquisition Date
Accounts receivable, including unbilled receivables$5,855 $(8)$5,847 
Inventories and supplies6,598 — 6,598 
Prepaid expenses and other current assets408 — 408 
Property, plant and equipment55,615 35 55,650 
Permits and other intangibles14,500 — 14,500 
Operating lease right-of-use assets3,615 — 3,615 
Other long-term assets92 — 92 
Accounts payable(7,752)— (7,752)
Accrued expenses and other current liabilities(1,145)17 (1,128)
Current portion of operating lease liabilities(1,823)— (1,823)
Operating lease liabilities, less current portion(1,792)— (1,792)
Closure and post-closure liabilities(8,929)(35)(8,964)
Remedial liabilities(2,757)90 (2,667)
Total identifiable net assets62,485 99 62,584 
Goodwill6,257 (99)6,158 
Total purchase price$68,742 $— $68,742 
Other intangible assets acquired include customer relationships and trademarks/tradenames 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 of Noble are included in the Company’s financial statements as of the date of acquisition. Pro forma revenue and earnings amounts on a combined basis as if this acquisition had been completed on January 1, 2024 are immaterial to the consolidated financial statements of the Company.
During 2024, the Company completed the acquisition of three additional privately-owned businesses for $17.1 million in total cash consideration. The operations of the acquired businesses 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.