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GOODWILL AND OTHER INTANGIBLE ASSETS
12 Months Ended
Dec. 31, 2018
Goodwill And Intangible Assets Disclosure [Abstract]  
GOODWILL AND OTHER INTANGIBLE ASSETS

NOTE 6 – GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill:

The changes in the carrying amount of goodwill for the years ended December 31, 2018 and 2017, by reportable segment and for the “All Other” category, were as follows:

In millions

 

 

Domestic and Canada RCS

 

 

International RCS

 

 

All Other

 

 

Total

 

Balance as of January 1, 2017

$

2,811.8

 

 

$

498.4

 

 

$

280.8

 

 

$

3,591.0

 

Goodwill acquired during year

 

36.9

 

 

 

4.9

 

 

 

4.7

 

 

 

46.5

 

Purchase accounting adjustments

 

(10.1

)

 

 

1.2

 

 

 

1.5

 

 

 

(7.4

)

Impairments during the year

 

-

 

 

 

(65.0

)

 

 

-

 

 

 

(65.0

)

Impairments related to disposition and held for sale

(see Note 4)

 

-

 

 

 

(7.1

)

 

 

-

 

 

 

(7.1

)

Changes due to foreign currency fluctuations

 

11.6

 

 

 

34.4

 

 

 

-

 

 

 

46.0

 

Balance as of December 31, 2017

 

2,850.2

 

 

 

466.8

 

 

 

287.0

 

 

 

3,604.0

 

Goodwill acquired during year

 

32.2

 

 

 

-

 

 

 

-

 

 

 

32.2

 

Purchase accounting adjustments

 

(16.9

)

 

 

-

 

 

 

(0.7

)

 

 

(17.6

)

Impairments during the year

 

 

 

 

 

(72.4

)

 

 

(286.3

)

 

 

(358.7

)

Impairments related to disposition and held for sale

(see Note 4)

 

(5.8

)

 

 

-

 

 

 

-

 

 

 

(5.8

)

Changes due to foreign currency fluctuations

 

(11.3

)

 

 

(20.6

)

 

 

-

 

 

 

(31.9

)

Balance as of December 31, 2018

$

2,848.4

 

 

$

373.8

 

 

$

-

 

 

$

3,222.2

 

Accumulated non-cash impairment charges by segment as of December 31, 2018 and 2017 were as follows:

In millions

 

 

2018

 

 

2017

 

International RCS

$

137.4

 

 

$

65.0

 

All Other

 

286.3

 

 

 

-

 

Total

$

423.7

 

 

$

65.0

 

In our Form 10-Q for the quarter ended September 30, 2018, we disclosed that we were in the process of completing the October 1 annual goodwill impairment assessment and that certain of our reporting units, including Domestic CRS and Latin America, were potentially at risk for impairment based on our preliminary review of our long range plan (“LRP”) which was in the process of being finalized. We were also evaluating recent declines in our stock price and market capitalization and the impact on our reconciliation of the aggregate fair values of our reporting units to our market capitalization.

We performed our annual goodwill assessment as of October 1, 2018, and we continued to update our assumptions to reflect certain business and strategic developments during the fourth quarter, which negatively impacted the estimated cash flows of certain of our reporting units and resulted in our decision to also complete an interim assessment as of December 31, 2018. The Company determined that the Domestic CRS and Latin America reporting units’ carrying values were in excess of their estimated fair values.

Factors that contributed to the estimated fair value of the reporting units being below their carrying value include:

 

For Domestic CRS we experienced a progressive decrease in revenues and operating margins in 2018 due to (i) continued declines in large recall events leading to a higher level of the uncertainty of these occurring in future periods. (ii) recall events that have a smaller number of units and significantly lower revenue per event than we had experienced in recent years, and (iii) continued decline in the volume of inbound/outbound call volumes for our live voice services. We also gathered insights from our process of evaluating strategic alternatives that we initiated in 2018;

 

For Latin America we continue to experience prolonged challenges and volatility in certain of our markets due to declining market trends and cost pressures. Revenue increases in our Manufacturing and Industrial (“M&I”) business due to inflationary price increases in Argentina have been offset by the impact of currency devaluation and the continuing declines in several local economies.

These challenges were factored into updates to our forecasted cash-flow assumptions during the fourth quarter to reflect our current outlook and we made certain adjustments to the discount rates used to present value these forecasted cash-flows. As a result of these impairment assessments, we recognized $286.3 million of non-cash goodwill impairment charges to fully impair our Domestic CRS reporting unit. In addition, we recognized $72.4 million of non-cash goodwill impairment charges related to our Latin America reporting unit.  Following the impairment, the remaining Latin America reporting unit’s goodwill is $20 million.

We performed our annual goodwill assessment, as of October 1, 2017 and evaluated the impact of prolonged declining market trends in Latin America and continued softness in the Company’s Manufacturing and Industrial regional hazardous waste business.  Our estimated cash flows were updated to reflect these challenging conditions in Latin America and, as a result of the impairment assessment, we recognized a $65.0 million non-cash goodwill impairment charge.  The impairment charge recognized was the amount by which the carrying value of the Latin America reporting unit exceeded its fair value.

The fair value of reporting units, used in both the annual and any interim goodwill impairment assessments are classified as Level 3 measurements within the fair value hierarchy due to significant unobservable inputs such as discount rates, projections of revenue, cost of revenue and operating expense growth rates, long-term growth rates and income tax rates.  The fair value methodology is described further in Note 1 – Basis of Presentation and Summary of Significant Accounting Policies.

Current year adjustments to goodwill for certain prior year acquisitions are primarily due to the finalization of intangible asset valuations among other opening balance sheet adjustments.

Other Intangible Assets:

At December 31, 2018 and 2017, the values of other intangible assets were as follows:

In millions

 

 

2018

 

 

2017

 

 

Gross Carrying Amount

 

 

Accumulated Amortization

 

 

Net Value

 

 

Gross Carrying Amount

 

 

Accumulated Amortization

 

 

Net Value

 

Amortizable intangibles:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Customer relationships

$

1,591.5

 

 

$

492.0

 

 

$

1,099.5

 

 

$

1,613.4

 

 

$

381.4

 

 

$

1,232.0

 

Covenants not-to-compete

 

5.1

 

 

 

3.2

 

 

 

1.9

 

 

 

7.9

 

 

 

5.9

 

 

 

2.0

 

Tradenames

 

3.9

 

 

 

1.2

 

 

 

2.7

 

 

 

6.0

 

 

 

1.8

 

 

 

4.2

 

Other

 

12.3

 

 

 

3.5

 

 

 

8.8

 

 

 

17.0

 

 

 

3.4

 

 

 

13.6

 

Indefinite lived intangibles:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating permits

 

212.5

 

 

 

-

 

 

 

212.5

 

 

 

222.3

 

 

 

-

 

 

 

222.3

 

Tradenames

 

312.3

 

 

 

-

 

 

 

312.3

 

 

 

317.4

 

 

 

-

 

 

 

317.4

 

Total

$

2,137.6

 

 

$

499.9

 

 

$

1,637.7

 

 

$

2,184.0

 

 

$

392.5

 

 

$

1,791.5

 

The changes in the carrying amount of intangible assets since January 1, 2017 were as follows:

In millions

 

 

Total

 

Balance as of January 1, 2017

$

1,862.0

 

Intangible assets acquired during the year

 

28.2

 

Valuation adjustments for prior year acquisitions

 

7.9

 

Reclassification to assets held for sale

 

(2.6

)

Impairments during the year

 

(21.0

)

Amortization during the year

 

(118.4

)

Changes due to foreign currency fluctuations

 

35.4

 

Balance as of December 31, 2017

 

1,791.5

 

Intangible assets acquired during the year

 

34.0

 

Valuation adjustments for prior year acquisitions

 

10.2

 

Reclassification to assets held for sale

 

(14.4

)

Impairments during the year

 

(16.0

)

Amortization during the year

 

(130.3

)

Changes due to foreign currency fluctuations

 

(37.3

)

Balance as of December 31, 2018

$

1,637.7

 

Our indefinite-lived intangible assets include operating permits and certain tradenames.  We have determined that our operating permits and certain tradenames have indefinite lives due to our ability to renew them with minimal additional cost, and therefore they are not amortized. We perform our annual impairment test as of October 1.

During 2018, 2017, and 2016, we recognized non-cash impairment charges of $16.0 million, $21.0 million, and $1.4 million, respectively. The non-cash impairment charges recognized during the year ended December 31, 2018 included $10.3 million related to customer relationship and permit intangibles, which were impaired as a result of actual and forecasted business declines.  The remaining non-cash impairment charges incurred during the year ended December 31, 2018 and the charges in the year ended December 31, 2017 were recognized due to rationalizing certain operations across all segments and were recognized in the following reportable segments:

In millions

 

 

2018

 

 

2017

 

 

2016

 

Domestic and Canada RCS

$

0.5

 

 

$

3.1

 

 

$

-

 

International RCS

 

15.5

 

 

 

12.1

 

 

 

1.4

 

All Other

 

 

 

 

5.8

 

 

 

-

 

Total Customer Relationships and Operating Permits

 

16.0

 

 

 

21.0

 

 

 

1.4

 

Our finite-lived intangible assets are amortized over their estimated useful lives using the straight-line method with each category having a weighted average remaining useful life as follows:

In years

 

 

Estimated useful lives

 

 

 

Weighted average remaining useful lives

 

Customer relationships

5-25

 

 

 

 

9.2

 

Covenants not-to-compete

5-14

 

 

 

 

2.9

 

Tradenames

4-40

 

 

 

 

17.6

 

Landfill air rights

5-26

 

 

 

 

13.4

 

We evaluate the useful life of our intangible assets annually to determine whether events and circumstances warrant a revision to their remaining useful life and changes are reflected prospectively as the intangible asset is amortized over the revised remaining useful life.  In the fourth quarter of 2018, the Company performed its annual assessment of the useful life of its finite-lived intangibles. The Company updated the useful life of its customer relationship intangibles as a result of analyzing recent quantitative and qualitative observations in the market and factors impacting our business. The change in estimate will be accounted for prospectively and there will be an approximately 5-10% increase to annual amortization expense going forward.

During the years ended December 31, 2018, 2017, and 2016, our aggregate intangible asset amortization expense was $130.3 million, $118.4 million, and $129.3 million, respectively.

Our estimated intangible asset amortization expense for each of the next five years (based upon foreign exchange rates at December 31, 2018) is as follows for the years ended December 31:

In millions

 

2019

$

140.2

 

2020

 

139.1

 

2021

 

137.1

 

2022

 

135.0

 

2023

 

132.3