XML 39 R30.htm IDEA: XBRL DOCUMENT
v3.22.2

BUSINESS COMBINATIONS (Tables) | 6 Months Ended
--- | ---
Jun. 30, 2022
Business Combination and Asset Acquisition [Abstract] |
Schedule of Allocation of Purchase Price | The following table summarizes the preliminary determination and recognition of assets acquired and liabilities assumed (in thousands):
| At June 17, 2022 |  |  |  |
Accounts receivable | $ | 1,079 |  |  |  |  |
Inventories and supplies | 5,737 |  |  |  |  |
Prepaid expenses and other current assets | 269 |  |  |  |  |
Property, plant and equipment | 23,270 |  |  |  |  |
Permits and other intangibles | 16,750 |  |  |  |  |
Operating lease right-of-use assets | 585 |  |  |  |  |
Other non-current assets | 42 |  |  |  |  |
Current liabilities | (2,756) |  |  |  |  |
Current portion of operating lease liabilities | (186) |  |  |  |  |
Operating lease liabilities, less current portion | (399) |  |  |  |  |
Total identifiable net assets | 44,391 |  |  |  |  |
Goodwill | 29,375 |  |  |  |  |
Total purchase price | $ | 73,766 |  |  |  |  |
The components and allocation of the purchase price consist of the following amounts (in thousands):
| At Acquisition Date As Reported December 31, 2021 |  | Measurement Period Adjustments |  | At Acquisition Date As Reported June 30, 2022
Accounts receivable, including unbilled receivables | $ | 131,924 |  |  | $ | (395) |  |  | $ | 131,529 |
Inventories and supplies | 3,162 |  |  | — |  |  | 3,162 |
Prepaid expenses and other current assets | 16,016 |  |  | 363 |  |  | 16,379 |
Property, plant and equipment | 313,540 |  |  | — |  |  | 313,540 |
Other intangibles | 289,000 |  |  | — |  |  | 289,000 |
Operating lease right-of-use assets | 34,347 |  |  | 68 |  |  | 34,415 |
Other non-current assets | 1,045 |  |  | (60) |  |  | 985 |
Current liabilities | (115,704) |  |  | (883) |  |  | (116,587) |
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) |  |  | 2,436 |  |  | (83,472) |
Other long-term liabilities | (2,685) |  |  | (242) |  |  | (2,927) |
Total identifiable net assets | 546,950 |  |  | 1,453 |  |  | 548,403 |
Goodwill (i) | 683,463 |  |  | (6,453) |  |  | 677,010 |
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 $677.0 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.
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 June 30, 2021 |  | Six Months Ended June 30, 2021
Pro forma combined revenues | $ | 1,121,121 |  |  | $ | 2,107,309 |
Pro forma combined net income | 74,526 |  |  | 102,078 |

X
- Definition Tabular disclosure of pro forma results of operations for a material business acquisition or series of individually immaterial business acquisitions that are material in the aggregate. + References Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (h)(2) -URI https://asc.fasb.org/extlink&oid=79982066&loc=d3e1392-128463 Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (h)(3) -URI https://asc.fasb.org/extlink&oid=79982066&loc=d3e1392-128463 + Details
Name: | us-gaap_BusinessAcquisitionProFormaInformationTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References No definition available. + Details
Name: | us-gaap_BusinessCombinationAndAssetAcquisitionAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition Tabular disclosure of the amounts recognized as of the acquisition date for each major class of assets acquired and liabilities assumed. May include but not limited to the following: (a) acquired receivables; (b) contingencies recognized at the acquisition date; and (c) the fair value of noncontrolling interests in the acquiree. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 20 -Section 50 -Paragraph 1 -URI https://asc.fasb.org/extlink&oid=128092470&loc=d3e4845-128472 + Details
Name: | us-gaap_ScheduleOfRecognizedIdentifiedAssetsAcquiredAndLiabilitiesAssumedTableTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration