XML 58 R13.htm IDEA: XBRL DOCUMENT
v3.19.3.a.u2

BUSINESS COMBINATIONS | 12 Months Ended
--- | ---
Dec. 31, 2019
Business Combinations [Abstract] |
BUSINESS COMBINATIONS | BUSINESS COMBINATIONS 2019 Acquisitions On May 31, 2019, the Company acquired a privately-owned business for $14.8 million in cash consideration. The acquired company expands the environmental services and hazardous materials management services of the Company and is included in the Environmental Services segment. In connection with this acquisition, a preliminary goodwill amount of $7.4 million was recognized. On March 1, 2019, the Company acquired certain assets of a privately-owned business for $10.4 million. The acquired business complements the Safety-Kleen segment's core service offerings, such as used motor oil collection, parts washers, oil filter recycling and vacuum services. In connection with this acquisition, a preliminary goodwill amount of $5.2 million was recognized. The results of operations of these acquired businesses were not material in 2019. Pro forma revenue and earnings amounts on a combined basis as if these acquisitions had been completed on January 1, 2018 are immaterial to the consolidated financial statements of the Company since that date. 2018 Acquisitions On August 31, 2018, the Company acquired a privately-owned company which expands the environmental services and waste oil capabilities of the Company for a $26.7 million purchase price, net of cash. The acquired company is included in the Safety-Kleen and Environmental Services segments. In connection with this acquisition, a goodwill amount of $12.3 million was recognized. The results of operations of this acquired business were not material in 2018. On February 23, 2018, the Company completed the acquisition of the U.S. Industrial Cleaning Business of Veolia Environmental Services North America LLC (the "Veolia Business"). The acquisition provides significant scale and industrial services capabilities while increasing the size of the Company's existing U.S. Industrial Services business. The Company acquired the Veolia Business for a purchase price of $124.5 million. The Veolia Business has been integrated into the Environmental Services segment. The amount of revenue from the Veolia Business included in the Company's results of operations for the year ended December 31, 2018 was $154.0 million. The amount of pre-tax loss from the Veolia Business included in the Company's results of operations for the year ended December 31, 2018 was $0.9 million, which included $14.6 million in depreciation expense as well as $0.6 million of amortization expense related to intangible assets. During the year ended December 31, 2018, the Company incurred acquisition-related costs of approximately $1.4 million in connection with the transaction which are included in selling, general and administrative expenses in the consolidated statements of operations. The Company finalized purchase accounting for the Veolia Business in the first quarter of 2019. The components and allocation of the purchase price for the Veolia Business consist of the following amounts (in thousands):
| Final Allocation
Accounts receivable, including unbilled receivable | $ | 39,558 |
Inventories and supplies | 1,126 |
Prepaid expenses and other current assets | 828 |
Property, plant and equipment | 72,243 |
Permits and other intangibles | 5,140 |
Current liabilities | (18,372 | )
Closure and post-closure liabilities | (354 | )
Total identifiable net assets | 100,169 |
Goodwill | 24,331 |
Total purchase price | $ | 124,500 |
The weighted average amortization period for the intangibles acquired is 8.2 years. The excess of the total purchase price, which includes the aggregate cash consideration paid in excess of the fair value of the tangible net assets and intangible assets acquired, was recorded as goodwill. The goodwill recognized is attributable to the expected operating synergies and growth potential that the Company expects to realize from this acquisition. Goodwill generated from the acquisition is deductible for tax purposes. Pro forma revenue and earnings amounts on a combined basis as if this acquisition had been completed on January 1, 2017 are immaterial to the consolidated financial statements of the Company since that date. 2017 Acquisitions On July 14, 2017, the Company acquired Lonestar West Inc. ("Lonestar"), a public company headquartered in Alberta, Canada, for CAD $41.8 million, ($33.1 million USD at acquisition date), net of cash acquired, which included an equity payout of CAD $0.72 per share to Lonestar shareholders and the assumption of approximately CAD $21.3 million ($16.8 million USD at acquisition date) in outstanding debt, which Clean Harbors subsequently repaid. The acquisition supports the Company's growth in the daylighting and hydro excavation services markets. In addition to increasing the size of the Company's hydro vacuum fleet, Lonestar's network of locations provides the Company with direct access to key geographic markets in both the United States and Canada. The acquired company is included in the Environmental Services segment. In connection with this acquisition a goodwill amount of $2.8 million was recognized. On January 31, 2017, the Company acquired a privately held company for a purchase price of approximately $11.9 million in cash, net of cash acquired. The acquired business produces and distributes oil products and therefore complements the Company's closed loop model as it relates to the sale of its oil products. The acquired company is included in the Safety-Kleen segment. In connection with this acquisition a goodwill amount of $5.0 million was recognized. The combined amount of direct revenues from the acquisitions included in the Company's results of operations for the year ended December 31, 2017 was approximately $14.5 million.

X
- 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
Name: | us-gaap_BusinessCombinationDisclosureTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration

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