XML 24 R12.htm IDEA: XBRL DOCUMENT v3.10.0.1
RESTRUCTURING, DIVESTITURES AND ASSETS HELD FOR SALE
9 Months Ended
Sep. 30, 2018
Restructuring And Related Activities [Abstract]  
RESTRUCTURING, DIVESTITURES AND ASSETS HELD FOR SALE

NOTE 4 – RESTRUCTURING, DIVESTITURES AND ASSETS HELD FOR SALE

Restructuring - Business Transformation

Stericycle is focused on driving long-term growth, profitability and delivering enhanced shareholder value.

As part of our business strategy, in the third quarter of 2017, we initiated a comprehensive multi-year Business Transformation with the objective to improve long-term operational and financial performance which we expect to complete by 2022, see Note 3 - Restructuring, Divestitures, and Assets Held For Sale to our Consolidated Financial Statements included in the 2017 Form 10-K.  We anticipate we will incur approximately $20.0 million of employee termination charges in connection with this restructuring, of which $8.0 million and $1.0 million is expected to impact our Domestic and Canada RCS and International reportable segments, respectively, with the remaining $11.0 million impacting All Other, see Note 12 – Segment Reporting.

During the three and nine months ended September 30, 2018, in connection with our evolving future information systems strategy, we recorded a $6.8 million non-cash impairment charge for software, which is reflected as part of Cost of revenues in the Condensed Consolidated Statements of Income (Loss).  The impact of accelerated amortization on software that will continue to be in use until the enterprise resource planning system is implemented is immaterial for the three and nine months ended September 30, 2018.  The assets were held by our Domestic and Canada RCS reportable segment.

During the three and nine months ended September 30, 2018, we recorded $1.0 million in charges related to site closures/consolidation within our Domestic and Canada RCS reporting segment, which are reflected as part of Cost of revenues in the Condensed Consolidated Statements of Income (Loss).  The charges comprised $0.5 million related to lease termination fees and $0.5 million related to non-cash impairment charges for leasehold improvements.

During the three and nine months ended September 30, 2018, we incurred $0.1 million and $2.2 million, respectively, of severance payments related to Business Transformation.  The Domestic and Canada RCS and International RCS reportable segments incurred $1.7 million and $0.3 million, respectively, with the remaining $0.2 million impacting All Other. These amounts were fully paid as of September 30, 2018.

During the fourth quarter of 2017, we incurred restructuring charges of $13.9 million related to employee termination benefits of $11.5 million and non-cash impairment charges of $2.4 million related to software.  Our Domestic and Canada RCS and International RCS reportable segments incurred $5.5 million and $3.3 million, respectively, with the remaining $5.1 million impacting All Other.  The remaining liability of $2.2 million at December 31, 2017 was paid in the first quarter of 2018.

Restructuring – Other

During the three and nine months ended September 30, 2018, we recorded, in SG&A, severance costs of approximately $1.1 million, associated with a reduction in headcount undertaken as part of our Operational Optimization.  The charges were incurred within our All Other reporting segment and the severance payments are expected to be paid in the fourth quarter of 2018.

There could be additional initiatives in the future to further streamline our operations.  As such, the Company expects further charges related to workforce reductions and other facility rationalization costs when those restructuring plans are finalized and related charges are estimable.

Divestitures and Assets Held for Sale

During the three months ended September 30 2018, we completed, as part of our portfolio rationalization, the sale of the non-core clean room service business that was part of our Domestic and Canada RCS reportable segment and which had been classified as held for sale as of June 30, 2018. The proceeds of the sale were $17.0 million resulting in a pre- and after-tax loss of approximately $0.1 million. For the nine months ended September 30, 2018, we recorded non-cash impairment charges of $6.9 million, comprising non-cash impairments of goodwill and customer list intangibles of $5.8 million and $0.5 million, respectively, and a reduction in the fair value of net assets of $0.6 million, which are reflected in SG&A in the Condensed Consolidated Statements of Income (Loss) in connection with reclassifying the assets and liabilities as held for sale during the second quarter of 2018.

In the second quarter of 2018, the Company completed the sale of a business in the U.K. for consideration of approximately $11.5 million of which $8.2 million was received in cash and $3.3 million is held in escrow, subject to release upon renewal of a lease held by the sold business.  Prior to sale, we had recorded non-cash impairment charges of $14.8 million in connection with reclassifying the assets and liabilities as held for sale and subsequent changes in the fair value of these assets: $4.2 million during the nine months ended September 30, 2018; $6.8 million for the year ended December 31, 2017; and $3.8 million for the year ended December 31, 2016.  These charges are included in SG&A in the Condensed Consolidated Statements of Income (Loss) in the respective periods. In addition, the consideration received is subject to a potential adjustment based on the determination of the final net assets transferred under the sale agreement. During the three months ended September 30, 2018, the Company has recorded a charge of $0.4 million as an estimate of its exposure to this adjustment, which is reflected in SG&A in the Condensed Consolidated Statements of Income (Loss).

During the nine months ended September 30, 2017, we sold certain assets in the U.K. for $1.2 million, resulting in a pre-tax loss of $5.6 million ($4.5 million, net of tax), related to non-cash asset impairment charges arising from changes in the fair value of assets held for sale, which is included in SG&A in the Condensed Consolidated Statements of Income (Loss).

There were no assets or liabilities that were classified as held for sale on the Condensed Consolidated Balance Sheets as of September 30, 2018.