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RESTRUCTURING, DIVESTITURES AND DISPOSAL GROUPS HELD FOR SALE
3 Months Ended
Mar. 31, 2020
Restructuring And Related Activities [Abstract]  
RESTRUCTURING, DIVESTITURES AND DISPOSAL GROUPS HELD FOR SALE

NOTE 3 – RESTRUCTURING, DIVESTITURES, AND DISPOSAL GROUPS HELD-FOR-SALE

Restructuring - Business Transformation

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

 

During the three months ended March 31, 2019, we recognized $5.3 million in charges related to executive and employee termination costs of which $4.6 million was recognized within All Other, $0.6 million within our International segment and $0.1 million in our North America segment. These amounts are reflected as part of SG&A in the Condensed Consolidated Statements of (Loss) Income. As of March 31, 2020, approximately $3.2 million in future payments remained accrued. These amounts are reflected as part of Accrued liabilities on the Condensed Consolidated Balance Sheets and will be paid out over approximately one year.

 

Divestitures

During the three months ended March 31, 2020, the Company completed no divestitures.

During the three months ended March 31, 2019, the Company completed the sale of the non-core U.K. based texting business, a component of the International segment for proceeds of $14.9 million, including a $1.3 million note receivable that was due in six months from the closing of the transaction, resulting in a pre-tax gain of approximately $5.8 million, which is recognized in Divestiture losses (gains), net in the Condensed Consolidated Statements of (Loss) Income.

Assets and Liabilities Held-for-Sale

On April 6, 2020, the Company completed the sale of all of the outstanding equity interests of its Domestic Environmental Solutions business (the “Transaction”) to Buyer for approximately $462.5 million (subject to customary adjustments for working capital and other adjustments), pursuant to the Purchase Agreement, dated February 6, 2020. As previously announced, the Purchase Agreement provides for the divestiture of the Company’s Domestic Environmental Solutions business, reported in North America, exclusive of the Company’s healthcare hazardous waste services and unused consumer pharmaceutical take-back services, to Buyer. In connection with the Purchase Agreement, the Company entered into a HSA and TSA with the Buyer for a period of seven years and six months, respectively. The Company will allocate and defer a portion of the Transaction proceeds to the HSA and TSA, which will be recognized over the applicable duration of the HSA and TSA period, subject to specific agreement provisions, thereby offsetting the expenses incurred to deliver the respective services.

 

During the three months ended March 31, 2020, the Company recognized an impairment charge of $58.3 million, inclusive of $10.8 million of related deal costs, associated with classifying the Disposal Group as assets held-for-sale as the carrying value of the net assets held-for-sale exceeded their fair value less cost to sell as Divestiture losses (gains), net in the Company’s Condensed Consolidated Statements of (Loss) Income. The estimated fair value was generated using Level 3 inputs.

As of March 31, 2020, the Company had the following assets and liabilities classified as held-for-sale:

In millions

 

 

March 31, 2020

 

Total current assets (primarily receivables)

$

123.4

 

Fixed assets

 

74.3

 

Operating lease right-of-use assets

 

46.0

 

Goodwill

 

182.8

 

Intangibles

 

180.0

 

Other assets

 

2.9

 

Held-for-sale valuation allowance

 

(58.3

)

Assets held-for-sale

$

551.1

 

 

 

 

 

Total current liabilities

$

72.1

 

Long-term operating lease liabilities

31.7

 

Other liabilities

 

40.7

 

Liabilities held-for-sale

$

144.5

 

 

 

 

 

Carrying Value of Disposal Group, net prior to valuation allowance

$

464.9

 

There were no assets and liabilities classified as held-for-sale as of December 31, 2019.

The Company anticipates additional impacts for the individual transactions related to estimated transaction costs and adjustments to working capital, prior to close and subsequently based upon the terms of the applicable agreement. Operating results for these businesses will be excluded from the Condensed Financial Statements subsequent to the closing date of the applicable transaction.