CLEAN HARBORS INC
For the period ended Dec 31, 2023. Filed Feb 21, 2024.
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FY2023 · Filed Feb 21, 2024
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(4) Business Combinations
Proposed 2024 Acquisition
On February 2, 2024, the Company signed a definitive agreement with Gryphon Investors, Inc. to acquire HEPACO, a leading provider of specialized environmental and emergency response services in the Eastern United States, for $400.0 million in cash, subject to working capital and other adjustments. The Company intends to fund the acquisition with a combination of available cash and incremental borrowings under our term loan facility. The acquisition will expand field services operations within the Environmental Services segment and is expected to close in the first half of 2024, subject to regulatory approval and other customary closing conditions.
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 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 the acquisition date. 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, 2023 | |
|---|---|
| Accounts receivable | $25,233 |
| Inventories and supplies | 228 |
| Prepaid expenses and other current assets | 1,302 |
| Property, plant and equipment | 26,719 |
| Permits and other intangibles | 28,900 |
| Operating lease right-of-use assets | 4,716 |
| Other long-term assets | 72 |
| Current liabilities | (10,385) |
| Current portion of operating lease liabilities | (1,653) |
| Operating lease liabilities, less current portion | (3,063) |
| Other long-term liabilities | (560) |
| Total identifiable net assets | 71,509 |
| Goodwill | 39,346 |
| Total purchase price | $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.
The operations included in the Company's financial statements for the year ended December 31, 2023, 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):
| Preliminary Allocation As Reported December 31, 2022 | Measurement Period Adjustments | Final Allocation As Reported December 31, 2023 | |
|---|---|---|---|
| Accounts receivable | $1,111 | $(22) | $1,089 |
| Inventories and supplies | 5,816 | (71) | 5,745 |
| Prepaid expenses and other current assets | 144 | — | 144 |
| Property, plant and equipment | 19,605 | 2,626 | 22,231 |
| Permits and other intangibles | 23,500 | — | 23,500 |
| Operating lease right-of-use assets | 585 | — | 585 |
| Other long-term assets | 13 | — | 13 |
| Current liabilities | (3,271) | (104) | (3,375) |
| Current portion of operating lease liabilities | (186) | — | (186) |
| Operating lease liabilities, less current portion | (399) | — | (399) |
| Other long-term liabilities | (55) | (2,626) | (2,681) |
| Total identifiable net assets | 46,863 | (197) | 46,666 |
| Goodwill | 32,015 | 197 | 32,212 |
| Total purchase price | $78,878 | $— | $78,878 |
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 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, 2021 were not material in 2022 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.
HydroChemPSC
On October 8, 2021, the Company completed its 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.
The Company finalized the purchase accounting for the acquisition of HydroChemPSC in the third quarter of 2022. 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):
| Final Allocation | |
|---|---|
| Accounts receivable, including unbilled receivables | $131,516 |
| Inventories and supplies | 3,162 |
| Prepaid expenses and other current assets | 16,291 |
| Property, plant and equipment | 314,397 |
| Other intangibles | 289,000 |
| Operating lease right-of-use assets | 34,415 |
| Other long-term assets | 962 |
| Current liabilities | (118,854) |
| Current portion of operating lease liabilities | (11,277) |
| Operating lease liabilities, less current portion | (26,344) |
| Deferred tax liabilities | (80,386) |
| Other long-term liabilities | (4,170) |
| Total identifiable net assets | 548,712 |
| Goodwill (i) | 676,701 |
| Total purchase price | $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 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. Final Goodwill was assigned to the Environmental Sales and Service reporting unit, see Note 8, "Goodwill and Other Intangible Assets" for details on reporting unit change as of December 31, 2023.
Unaudited Pro Forma Financial Information
The following table presents unaudited pro forma combined summary financial information for the year ended December 31, 2021, and assumes the acquisition of HydroChemPSC occurred on January 1, 2020 (in thousands):
| 2021 | |
|---|---|
| Pro forma combined revenues | $4,380,724 |
| Pro forma combined net income | 229,807 |
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 secured senior 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 in both periods did not contemplate the interest rate swap that the Company put in place in early 2022. See Note 12, "Financing Arrangements."
Other 2021 Acquisition Activity
On March 27, 2021, the Company acquired a privately-owned business for $22.8 million cash consideration. The acquired company increases the SKSS segment's network within the south central United States. In connection with this acquisition, a goodwill amount of $16.3 million was recognized. The results of operations for this acquired business were not material in 2021.
On June 29, 2021, the Company signed a definitive agreement with Vertex Energy, Inc. ("Vertex") to acquire certain assets related to Vertex's used motor oil collection and re-refinery business in an all-cash transaction for $140.0 million, subject to working capital and other adjustments. On January 25, 2022, Vertex and the Company mutually agreed to terminate the planned acquisition. Pursuant to the agreement, Vertex paid Clean Harbors a breakup fee of $3.0 million in early 2022 in connection with the termination.
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