XML 24 R14.htm IDEA: XBRL DOCUMENT v3.19.1
BUSINESS COMBINATIONS
3 Months Ended
Mar. 31, 2019
Business Combinations [Abstract]  
BUSINESS COMBINATIONS
BUSINESS COMBINATIONS
2019 Acquisition
On March 1, 2019, the Company acquired certain assets of a privately-owned company for $10.4 million. The acquired assets complement 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 $6.8 million was recognized.

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 $27.3 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 preliminary goodwill amount of $12.4 million was recognized. The results of operations of this acquired business were not material in 2019.
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 amount of pre-tax income for the three months ended March 31, 2018 was immaterial. During the three months ended March 31, 2019, the Veolia Business was fully integrated into the Environmental Services segment, and therefore it is impracticable to measure earnings attributable to the Veolia Business for that period.

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 receivables
$
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.