Acquisitions and Dispositions (Tables)

12 Months Ended

Dec. 31, 2019

Business Combinations [Abstract]

Disposal Groups, Including Discontinued Operations [Table Text Block]

Certain key selected financial information included in net income from discontinued operations for the former Harsco Industrial Segment is as follows:

	Years ended December 31
(In millions)	2019		2018		2017
Amounts directly attributable to the former Harsco Industrial Segment:
Total revenues	$	306,972	$	374,707	$	299,592
Cost of products sold	224,811		276,198		225,163
Gain on sale from discontinued businesses	569,135		—		—
Income from discontinued business	27,823		43,593		20,049
Additional amounts allocated to the former Harsco Industrial Segment:
Selling, general and administrative expenses (j)	$	8,429	$	—	$	—
Interest expense (k)	11,237		16,613		20,689
Loss on early extinguishment of debt (l)	5,314		—		—

(j) The Company has allocated directly attributable transaction costs to discontinued operations.

(k) The Company has allocated interest expense, including a portion of the amount reclassified into income for the Company's interest rate swaps, amortization of deferred financing costs, and $2.7 million related to interest rate swap terminations which occurred during the year ended December 31, 2019, all of which were directly attributed with the mandatory repayment of the Company's Term Loan Facility, resulting from the AXC disposal, as part of discontinued operations.

(l)

The Company has allocated the $5.3 million write-off of deferred financing costs to discontinued operations as it is directly attributed to the mandatory repayment of the Term Loan Facility that resulted from the AXC disposal.

The former Harsco Industrial Segment's balance sheet positions as of December 31, 2019 and December 31, 2018 are presented as Assets held-for-sale and Liabilities of assets held-for-sale in the Company’s Consolidated Balance Sheets and are summarized as follows:

(in thousands)	December 31, 2019(i)		December 31 2018
Trade accounts receivable, net	$	10,982	$	44,786
Other receivables	78		412
Inventories	9,838		16,926
Current portion of contract assets	—		12,124
Other current assets	655		984
Property, plant and equipment, net	20,703		37,107
Right-of-use assets, net	11,230		—
Goodwill	—		6,839
Intangible assets, net	—		10,618
Deferred income tax assets	—		563
Other assets	96		204
Total assets	$	53,582	$	130,563
Accounts payable	$	5,060	$	24,426
Accrued compensation	2,324		7,385
Current portion of advances on contracts	1,168		1,910
Current portion of operating lease liabilities	1,575		—
Other current liabilities	1,218		5,689
Operating lease liabilities	9,837		—
Other liabilities	2,314		555
Total liabilities	$	23,496	$	39,965

(i) The decrease from December 31, 2018 is primarily related to the sale of AXC and PK.

Business Acquisition, Pro Forma Information [Table Text Block]

The values assigned to the assets acquired and liabilities assumed are based on preliminary valuations and are subject to change as the Company obtains additional information during the measurement period.

	Year Ended December 31
(In millions)	2019		2018
Pro forma revenues	$	1,635.9	$	1,614.6
Pro forma net income (including discontinued operations) (e)	517.6		116.1

(e)

Pro forma net income for 2019 includes a $453.6 million after-tax gain on the sale of AXC and PK.

Summary of assets acquired and liabilities assumed

The fair value recorded for the assets acquired and liabilities assumed for Clean Earth is as follows:

	Preliminary Valuation
(In millions)	June 28, 2019			Measurement Period Adjustments (a)			December 31 2019
Cash and cash equivalents (b)	$	42.8		$	(39.2	)	$	3.6
Trade accounts receivable, net	63.7			(1.2		)	62.5
Other receivables	0.8			1.3			2.1
Other current assets	8.7			(1.4		)	7.3
Property, plant and equipment	75.6			1.7			77.3
Right-of-use assets	14.4			11.4			25.8
Goodwill	313.8			16.4			330.2
Intangible assets	261.1			(18.9		)	242.2
Other assets	4.0			(3.0		)	1.0
Accounts payable	(23.0		)	(0.1		)	(23.1		)
Acquisition consideration payable (b)	(39.2		)	39.2			—
Other current liabilities	(18.0		)	(1.3		)	(19.3		)
Net deferred taxes liabilities	(51.2		)	5.4			(45.8		)
Operating lease liabilities	(11.1		)	(8.4		)	(19.5		)
Other liabilities	(6.5		)	(2.1		)	(8.6		)
Total identifiable net assets of Clean Earth	$	635.9		$	(0.2	)	$	635.7

(a) The measurement period adjustments did not have a material impact on the Company's previously reported operating results.

(b) Acquisition consideration payable represents a portion of the cash consideration not paid out until July 2019.

The fair value recorded for the assets acquired and liabilities assumed for Altek is as follows:

	Final Valuation
(In millions)	June 30 2018			Measurement Period Adjustments (f)		March 31 2019
Cash and cash equivalents	$	1.7		$	—	$	1.7
Net working capital	(1.5		)	0.2		(1.3		)
Property, plant and equipment	3.3			—		3.3
Intangible assets	52.5			0.2		52.7
Goodwill	20.9			1.6		22.5
Net deferred tax liabilities	(8.5		)	—		(8.5		)
Other liabilities	(0.3		)	—		(0.3		)
Total identifiable net assets of Altek	$	68.1		$	2.0	$	70.1

(f)

The measurement period adjustments did not have a material impact on the Company's previously reported operating results.

Summary of intangible assets and amortization periods

The following table details the preliminary valuation of identifiable intangible assets and amortization periods for Clean Earth:

		Preliminary Valuation
(Dollars in millions)	Weighted-Average Amortization Period	Preliminary  Valuation June 28, 2019		Measurement Period Adjustments (c)			December 31 2019
Permits	18 years	$	176.1	$	(6.0	)	$	170.1
Customer relationships and backlog	7.5 years	33.4		(12.9		)	20.5
Air rights	Usage based (d)	25.6		—			25.6
Trade names	11.5 years	26.0		—			26.0
Total identifiable intangible assets of Clean Earth		$	261.1	$	(18.9	)	$	242.2

(c) The measurement period adjustments did not have a material impact on the Company's previously reported operating results.

(d)

The Company estimates that based on current usage that the expected useful life would be 26.5 years.

Summary of changes in fair value of contingent consideration

The following table reflects the changes in the fair value of contingent consideration:

(In thousands)	2019			2018
Balance at beginning of year	$	8,420		$	—
Recognition of contingent consideration	—			10,097
Measurement period adjustment (g)	—			1,958
Fair value adjustment (h)	(8,506		)	(2,939		)
Foreign currency translation	86			(696		)
Balance at end of year	$	—		$	8,420

(g) Measurement period adjustment was recorded to goodwill on the Consolidated Balance Sheet.

(h)

The fair value adjustment resulted from the decreased probability of Altek achieving cumulative financial and non-financial performance goals within the required time frame. This amount is recorded in Other expenses, net on the Consolidated Statements of Operations.

The following table reflects the changes in the fair value of contingent consideration which occurred since acquisition:

(In thousands)	2019
Balance at June 28, 2019	$	3,100
Payment	(525		)
Fair value adjustment	825
Balance at end of year	$	3,400