BUSINESS COMBINATIONS

12 Months Ended

Dec. 31, 2015

Business Combinations [Abstract]

BUSINESS COMBINATIONS

BUSINESS COMBINATIONS

2015 Acquisitions

Thermo Fluids Inc.

On April 11, 2015, the Company completed the acquisition of Heckmann Environmental Services, Inc. (“HES”) and Thermo Fluids Inc. (“TFI”), a wholly-owned subsidiary of HES. The acquisition was accomplished through a purchase by Safety-Kleen, Inc., a wholly-owned subsidiary of the Company, of all of the issued and outstanding shares of HES from Nuverra Environmental Solutions, Inc. HES is a holding company that does not conduct any operations. TFI provides environmental services, including used oil recycling, used oil filter recycling, antifreeze products, parts washers and solvent recycling, and industrial waste management services, including vacuum services, remediation, lab pack and hazardous waste

(3) BUSINESS COMBINATIONS (Continued)

management. The Company acquired TFI for an estimated preliminary purchase price of $78.6 million inclusive of current estimates of and subject to certain closing and post-closing adjustments relating to working capital and other assumed liabilities. The acquisition was financed with cash on hand and expands the Company’s environmental services customer base while also complimenting the SK Environmental Services network and presence in the western United States. The amount of

revenue from TFI included in the Company's results of operations for the year ended December 31, 2015 was $33.8 million. During the year ended December 31, 2015, the Company incurred acquisition-related costs of approximately $0.6 million in connection with the transaction which are primarily included in selling, general and administrative expenses in the consolidated statements of income. Results of TFI since acquisition have been included within the SK Environmental Services segment.

The allocation of the purchase price was based on preliminary estimates of the fair value of assets acquired and liabilities assumed as of April 11, 2015, as the Company is continuing to obtain information to complete its valuation of these accounts and the associated tax accounting. The components and preliminary allocation of the purchase price consist of the following amounts (in thousands):

	At acquisition date April 11, 2015			Measurement Period Adjustments			At acquisition date as reported at December 31, 2015
Accounts Receivable	$	7,109		$	476		$	7,585
Inventories and supplies	1,791			—			1,791
Prepaid expenses and other current assets	1,749			(1,084		)	665
Property, plant and equipment	30,468			(1,606		)	28,862
Permits and other intangibles	20,000			(1,900		)	18,100
Current liabilities	(5,859		)	14			(5,845		)
Closure and post-closure liabilities	(1,676		)	—			(1,676		)
Deferred taxes, unrecognized tax benefits and other long-term liabilities	(13,081		)	3,051			(10,030		)
Total identifiable net assets	40,501			(1,049		)	39,452
Goodwill	36,591			2,543			39,134
Total	$	77,092		$	1,494		$	78,586

Pro forma revenue and earnings amounts on a combined basis as if TFI had been acquired on January 1, 2015 are immaterial to the consolidated financial statements of the Company since that date.

Other 2015 Acquisitions

In December 2015, the Company acquired certain assets and assumed certain defined liabilities of a privately owned company for approximately $14.7 million in cash. That company specializes in the collection and recycling of used oil filters and was a service provider to the SK Environmental Services segment prior to the acquisition. The acquired company has been integrated into the SK Environmental Services segment. In connection with this acquisition a preliminary goodwill amount of $7.4 million was recognized.

2014 Acquisitions

In 2014, the Company acquired the assets of two privately owned companies for approximately $16.1 million in cash, net of cash acquired. The acquired companies have been integrated into the Technical Services and Lodging Services segments.

2013 Acquisitions

Evergreen

On September 13, 2013, the Company acquired all of the outstanding shares of Evergreen Oil, Inc. (“Evergreen”) for a final purchase price of $56.3 million in cash, net of cash acquired. Evergreen, headquartered in Irvine, California, specializes in the recovery and re-refining of used oil. Evergreen owns and operates one of the only oil re-refining operations in the Western United States and also offers other ancillary environmental services, including parts cleaning and containerized waste services, vacuum services and hazardous waste management services. The acquisition of Evergreen enables the Company to further penetrate the small quantity waste generator market and further expand its oil re-refining, oil recycling and waste treatment capabilities. Financial information and results of Evergreen have been recorded in the Company's consolidated financial statements since acquisition and are primarily included in the Kleen Performance Products segment.

(3) BUSINESS COMBINATIONS (Continued)

Management determined the purchase price allocations based on estimates of the fair values of all tangible and intangible assets acquired and liabilities assumed. The Company believes that such information provides a reasonable basis for estimating the fair values of assets acquired and liabilities assumed. The Company finalized the purchase accounting for the acquisition of Evergreen. The impact of the purchase price measurement period adjustments and related tax impacts recorded in the current period was not material to the consolidated financial statements and accordingly the effects have not been retrospectively applied.

The following table summarizes the recognized amounts of assets acquired and liabilities assumed at September 13, 2013 (in thousands):

	Preliminary Allocations			Measurement Period Adjustments			Final Allocations
Inventories and supplies	$	1,089		$	—		$	1,089
Prepaid expense and other current assets	1,291			(273		)	1,018
Property, plant and equipment	40,563			—			40,563
Permits and other intangibles	17,100			—			17,100
Deferred tax assets, less current portion	2,368			(2,368		)	—
Other assets	3,607			(239		)	3,368
Current liabilities	(6,198		)	(552		)	(6,750		)
Closure and post-closure liabilities	(659		)	—			(659		)
Remedial liabilities, less current portion	(2,103		)	463			(1,640		)
Other long-term liabilities	(1,139		)	(920		)	(2,059		)
Total identifiable net assets	55,919			(3,889		)	52,030
Goodwill	—			4,288			4,288
Total	$	55,919		$	399		$	56,318