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RESTRUCTURING, DIVESTITURES, AND ASSET IMPAIRMENTS
12 Months Ended
Dec. 31, 2022
Restructuring and Related Activities [Abstract]  
RESTRUCTURING, DIVESTITURES, AND ASSET IMPAIRMENTS RESTRUCTURING, DIVESTITURES, AND ASSET IMPAIRMENTS
Restructuring – Operational Optimization
During the year ended December 31, 2020, the Company recognized $3.1 million of Operational Optimization costs within our International segment related to the discontinuation of a service line in the U.K.
Divestitures
Stericycle recognized the following Divestiture (gains) losses, net in the Consolidated Statements of Income (Loss):
In millions
Year Ended December 31,
202220212020
North America Segment
Communication Solutions operations$(15.6)$— $— 
Canada Environmental Solutions operations— (12.6)— 
CRS businesses— — (38.8)
Domestic Environmental Solutions operations— — 53.8 
Total North America charges, net(15.6)(12.6)15.0 
International Segment
Japan RWCS operations— 10.9 — 
CRS business— — (4.0)
Mexico RWCS operations— — (4.9)
Chile RWCS operations— — 5.1 
Argentina RWCS operations— — 112.4 
Total International charges, net— 10.9 108.6 
Divestiture (gains) losses, net$(15.6)$(1.7)$123.6 
North America Segment Divestitures:
On December 1, 2022, we entered into an agreement and completed the sale of our Communication Solutions business for cash proceeds of approximately $45.0 million. The transaction resulted in a divestiture gain of $15.6 million. In connection with the closing, the Company entered into certain additional ancillary agreements including a TSA, for up to 12 months. The Company allocated and deferred $1.4 million of the proceeds, which will be recognized over the duration of the TSA period offsetting the expenses incurred to deliver the TSA services that are not reimbursed by the buyer.
On December 1, 2021, the Company completed the sale of its Environmental Solutions operations in Canada for cash proceeds of $24.4 million pursuant to an agreement entered into in November 2021. The transaction resulted in a fourth quarter divestiture gain of $12.6 million. In connection with the closing, the Company entered into certain additional ancillary agreements, including a TSA, for up to 12 months.
On December 1, 2020, the Company entered into an agreement and completed the sale of the Company's global product recall business (Expert Solutions) for cash proceeds of $78.0 million. The Company recognized a divestiture gain of $38.8 million in North America and $4.0 million in International. In connection with the closing, the Company entered into certain additional ancillary agreements, including a TSA for up to 12 months.
On April 6, 2020, the Company completed the sale of all of the outstanding equity interests of its U.S. Environmental Solutions business for cash proceeds of $462.5 million, pursuant to the Purchase Agreement, dated February 6, 2020. The Purchase Agreement provided for the divestiture of the Company’s U.S. Environmental Solutions business, exclusive of the Company’s healthcare hazardous waste services and unused consumer pharmaceutical take-back services. The U.S. Environmental Solutions business generated revenue in 2019 of $559.6 million, including approximately $100.0 million related to the Retained Business, which is included in the RWCS revenue category within our North America segment. In connection with the Purchase Agreement, the Company entered into an HSA and TSA with the Buyer for a period of 7 years and 6 months, respectively. The Company allocated and deferred a portion of the Transaction proceeds, $17.7 million related to the HSA and $1.5 million related to the TSA, which will be recognized over the applicable duration of the HSA and TSA periods, subject to specific agreement provisions, thereby offsetting the expenses incurred to deliver the respective services. The allocated proceeds are reflected as an operating cash flow on the Consolidated Statement of Cash Flows, as they are advances received for services to be provided prospectively. In aggregate, the Company recognized impairment charges and subsequent loss on disposal of $53.8 million. Further, the Company released a $1.7 million benefit associated with contingent consideration related to a prior acquisition agreement connected with the divested business (Fair value - Level 3) that is reported in SG&A in the Company’s Consolidated Statements of Income (Loss).
International Segment Divestitures:
On January 19, 2023, the Company exited its International container manufacturing operations, for cash proceeds of approximately $2.2 million. In connection with the transaction, the Company entered into certain additional ancillary agreements, including an exclusive two-year supply agreement for containers.
On September 1, 2021, the Company completed the sale of its RWCS operations in Japan for cash proceeds of approximately $11.3 million. The transaction resulted in a third quarter divestiture loss of $10.9 million, of which $3.8 million related to the reclassification of accumulated currency translation adjustments to earnings.
In December 2020, the Company recognized a $4.9 million gain related to a divestiture of a subsidiary in Mexico, and a $5.1 million charge associated with the divested business in Chile which occurred in 2019, (see Note 12 – Commitments and Contingencies).
In August 2020, the Company entered into an agreement and completed the sale of its RWCS operations in Argentina for cash proceeds of approximately $3.9 million. The transaction resulted in a loss on disposal of $112.4 million, of which $87.2 million related to the balance of cumulative currency translation adjustment.
Asset Impairments:
In millions
Year Ended December 31,
202220212020
North America
Operational Optimization - SG&A$$— $— 
Asset Impairment - COR— 6.1 
Asset Impairment - SG&A5.52.1 4.2 
Total North America Segment$5.5$2.1 $10.3 
International
Operational Optimization - SG&A$$— $2.8 
Asset Impairment - COR— 0.7 
Asset Impairment - SG&A4.6 4.5 
Total International Segment$$4.6 $8.0 
Asset impairments for the year ended December 31, 2022, include charges associated with exiting certain North America office facilities in the U.S. Asset impairments for the year ended December 31, 2021, include charges in International associated with certain customer relationship intangibles in Romania and in North America includes charges associated with a Canada site exit. Asset impairments for the year ended December 31, 2020, include charges in North America associated with rationalization of software application assets and intangible assets as a result of a discontinuation of a certain service line, and International includes charges associated with certain property, plant and equipment assets and permits primarily in the U.K.
Operational optimization related impairments are associated with the Company's actions to reduce operating costs and optimize operations. In the year ended December 31, 2020, International includes charges primarily related to the discontinuation of a service line in the U.K.