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Acquisition | 12 Months Ended
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Dec. 31, 2021
Business Combination and Asset Acquisition [Abstract] |
Chem32 Acquisition | 6. Acquisition: On March 1, 2021 (the “Closing Date”), the Company completed the acquisition of Chem32, LLC (“Chem32”) as part of a stock transaction (the “Acquisition”) for $44,000 in cash. The net cash paid by the Company was $42,639, after certain customary adjustments for indebtedness, working capital, cash and a holdback amount pursuant to the agreement. Based in Orange, Texas, Chem32 is a leader in ex situ pre-sulfiding and pre-activation for hydro-processing catalysts. The Acquisition was accounted for using the acquisition method of accounting. Under the acquisition method, the purchase price was allocated to the identifiable net assets acquired based on the fair values of the identifiable assets acquired and liabilities assumed as of the Closing Date. The excess of the purchase price over fair values of the identifiable net assets acquired was recorded to goodwill. The following table sets forth the calculation and allocation of the purchase price to the identifiable net assets acquired with respect to the Acquisition, which was complete as of December 31, 2021:
|  | Provisional Purchase Price Allocation |  | Adjustments |  | Purchase Price Allocation
Cash paid, net of cash acquired |  | $ | 41,994 |  |  | $ | 645 |  |  | $ | 42,639 |
Holdback |  | $ | 2,000 |  |  | $ | (1,000) |  |  | $ | 1,000 |
Total consideration, net of cash acquired |  | $ | 43,994 |  |  | $ | (355) |  |  | $ | 43,639 |
Recognized amounts of identifiable assets acquired and liabilities assumed: |  |  |  |  |  |
Receivables |  | $ | 1,368 |  |  | $ | — |  |  | $ | 1,368 |
Inventories |  | 204 |  |  | — |  |  | 204 |
Prepaid and other current assets |  | 351 |  |  | — |  |  | 351 |
Property, plant and equipment |  | 5,046 |  |  | — |  |  | 5,046 |
Other intangible assets |  | — |  |  | 22,100 |  |  | 22,100 |
Other long-term assets |  | 38 |  |  | 149 |  |  | 187 |
Fair value of assets acquired |  | 7,007 |  |  | 22,249 |  |  | 29,256 |
Accounts payable |  | 207 |  |  | — |  |  | 207 |
Accrued liabilities |  | 452 |  |  | (264) |  |  | 188 |
Fair value of net assets acquired |  | 6,348 |  |  | 22,513 |  |  | 28,861 |
Goodwill |  | 37,646 |  |  | (22,868) |  |  | 14,778 |
|  | $ | 43,994 |  |  | $ | (355) |  |  | $ | 43,639 |
In accordance with the requirements of the purchase method of accounting for acquisitions, accounts receivable and inventories were recorded at fair market value. As of the Closing Date, the fair value of accounts receivable approximated historical cost. The gross contractual amount of accounts receivable at the Closing Date was $1,368, of which there was no amount deemed uncollectible. Fair value of inventory is defined as estimated selling prices less the sum of (a) costs of disposal and (b) a reasonable profit allowance for the selling effort of the acquiring entity, which the Company determined acquired cost equaled fair value of the inventory acquired. The Company believes that the Acquisition will enable it to offer a more robust portfolio of services within the refining industry leveraging the Company’s existing relationships, which contributed to a total purchase price that resulted in the recognition of goodwill. The Company assigned all of the goodwill to the Ecoservices segment. The goodwill associated with the Acquisition is deductible for tax purposes. The valuation of the intangible assets acquired and the related weighted-average amortization periods are as follows:
|  | Amount |  | Weighted-Average Expected Useful Life (in years)
Intangible assets subject to amortization: |  |  |  |
Customer relationships |  | $ | 16,000 |  |  | 10
Technical know-how |  | 3,800 |  |  | 10
Non-compete agreements |  | 700 |  |  | 5
Trade names |  | 1,600 |  |  | 10
Total intangible assets subject to amortization |  | $ | 22,100 |  |  |
The Company’s consolidated financial statements include Chem32’s results of operations from the Closing Date through December 31, 2021. Net sales and net income attributable to Chem32 during this period are included in the Company’s consolidated statement of income for the year ended December 31, 2021 and total $14,419 and $4,755, respectively. Pro forma financial information has not been presented as it is immaterial for the year ended December 31, 2021. Acquisition and integration costs were $1,235 for the year ended December 31, 2021 and are included in other operating expense, net in the Company’s consolidated statements of income.

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- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI http://asc.fasb.org/topic&trid=2303972 + Details
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