Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2016 | Apr. 29, 2016 | |
Document Document And Entity Information [Abstract] | ||
Entity Registrant Name | STERICYCLE INC | |
Entity Central Index Key | 861,878 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | SRCL | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 84,912,603 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Current Assets: | ||
Cash and cash equivalents | $ 45,655 | $ 55,634 |
Short-term investments | 64 | 69 |
Accounts receivable, less allowance for doubtful accounts of $22,964 in 2016 and $22,329 in 2015 | 622,709 | 614,494 |
Prepaid expenses | 46,198 | 46,740 |
Other current assets | 42,732 | 44,891 |
Total Current Assets | 757,358 | 761,828 |
Property, plant and equipment, less accumulated depreciation of $453,753 in 2016 and $426,019 in 2015 | 677,525 | 665,602 |
Goodwill | 3,790,016 | 3,758,177 |
Intangible assets, less accumulated amortization of $170,507 in 2016 and $151,025 in 2015 | 1,840,844 | 1,842,561 |
Other assets | 46,801 | 49,282 |
Total Assets | 7,112,544 | 7,077,450 |
Current Liabilities: | ||
Current portion of long-term debt | 114,066 | 161,409 |
Accounts payable | 133,779 | 149,202 |
Accrued liabilities | 218,933 | 197,329 |
Deferred revenues | 17,543 | 16,989 |
Other current liabilities | 68,192 | 62,420 |
Total Current Liabilities | 552,513 | 587,349 |
Long-term debt, net of current portion | 3,038,083 | 3,052,639 |
Deferred income taxes | 617,011 | 608,272 |
Other liabilities | 86,448 | 81,352 |
Equity: | ||
Common stock (par value $0.01 per share, 120,000,000 shares authorized, 84,829,822 issued and outstanding in 2016 and 84,852,584 issued and outstanding in 2015) | 848 | 849 |
Additional paid-in capital | 1,172,962 | 1,143,020 |
Accumulated other comprehensive loss | (265,018) | (282,631) |
Retained earnings | 1,897,636 | 1,868,645 |
Total Stericycle, Inc.’s Equity | 2,806,436 | 2,729,891 |
Noncontrolling interest | 12,053 | 17,947 |
Total Equity | 2,818,489 | 2,747,838 |
Total Liabilities and Equity | 7,112,544 | 7,077,450 |
Series A preferred stock | ||
Equity: | ||
Preferred stock (par value $0.01 per share, 1,000,000 shares authorized), Mandatory Convertible Preferred Stock, Series A, 770,000 issued and outstanding in 2016 and 2015 | $ 8 | $ 8 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Accounts receivable, allowance for doubtful accounts | $ 22,964 | $ 22,329 |
Property, plant and equipment, accumulated depreciation | 453,753 | 426,019 |
Intangible assets, accumulated amortization | $ 170,507 | $ 151,025 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, authorized (in shares) | 120,000,000 | 120,000,000 |
Common stock, issued (in shares) | 84,829,822 | 84,852,584 |
Common stock, outstanding (in shares) | 84,829,822 | 84,852,584 |
Series A preferred stock | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, authorized (in shares) | 1,000,000 | 1,000,000 |
Preferred stock, issued (in shares) | 770,000 | 770,000 |
Preferred stock, outstanding (in shares) | 770,000 | 770,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF INCOME - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Income Statement [Abstract] | ||
Revenues | $ 874,181 | $ 663,319 |
Costs and Expenses: | ||
Cost of revenues (exclusive of depreciation shown below) | 482,356 | 367,340 |
Depreciation - cost of revenues | 22,641 | 14,648 |
Selling, general and administrative expenses (exclusive of depreciation and amortization shown below) | 202,488 | 141,363 |
Depreciation – selling, general and administrative expenses | 7,499 | 4,118 |
Amortization | 18,274 | 8,797 |
Total Costs and Expenses | 733,258 | 536,266 |
Income from Operations | 140,923 | 127,053 |
Other Income (Expense): | ||
Interest income | 21 | 35 |
Interest expense | (24,062) | (18,633) |
Other expense, net | (1,251) | (598) |
Total Other Expense | (25,292) | (19,196) |
Income Before Income Taxes | 115,631 | 107,857 |
Income tax expense | 38,036 | 32,047 |
Net Income | 77,595 | 75,810 |
Less: net income attributable to noncontrolling interests | 809 | 352 |
Net Income Attributable to Stericycle, Inc. | 76,786 | 75,458 |
Less: mandatory convertible preferred stock dividend | 10,106 | 0 |
Net Income Attributable to Stericycle, Inc. Common Shareholders | $ 66,680 | $ 75,458 |
Earnings Per Common Share Attributable to Stericycle, Inc. Common Shareholders: | ||
Basic (in dollars per share) | $ 0.79 | $ 0.89 |
Diluted (in dollars per share) | $ 0.78 | $ 0.87 |
Weighted Average Number of Common Shares Outstanding: | ||
Basic (in shares) | 84,705,000 | 85,037,823 |
Diluted (in shares) | 85,845,501 | 86,357,006 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Statement Of Income And Comprehensive Income [Abstract] | ||
Net Income | $ 77,595 | $ 75,810 |
Other Comprehensive Income/ (Loss): | ||
Foreign currency translation adjustments | 17,164 | (64,501) |
Amortization of cash flow hedge into income, net of tax (($172) and ($54), for the three months ended March 31, 2016 and 2015, respectively) | 269 | 90 |
Change in fair value of cash flow hedge, net of tax (($89) and $2,381 for the three months ended March 31, 2016 and 2015, respectively) | 242 | (4,424) |
Total Other Comprehensive Loss | 17,675 | (68,835) |
Comprehensive Income | 95,270 | 6,975 |
Less: comprehensive income/ (loss) attributable to noncontrolling interests | 871 | (468) |
Comprehensive Income Attributable to Stericycle, Inc. Common Shareholders | $ 94,399 | $ 7,443 |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Statement Of Income And Comprehensive Income [Abstract] | ||
Amortization of cash flow hedge into income, tax | $ (172) | $ (54) |
Change in fair value of cash flow hedge, tax | $ (89) | $ 2,381 |
CONDENSED CONSOLIDATED STATEME7
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
OPERATING ACTIVITIES: | ||
Net Income | $ 77,595 | $ 75,810 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Stock compensation expense | 6,105 | 5,487 |
Excess tax benefit of stock options exercised | 0 | (8,222) |
Depreciation | 30,140 | 18,766 |
Amortization | 18,274 | 8,797 |
Deferred income taxes | 6,932 | (2,957) |
Other, net | (2,644) | 5,313 |
Changes in operating assets and liabilities, net of effect of acquisitions: | ||
Accounts receivable | (3,918) | (14,491) |
Accounts payable | (15,203) | 5,443 |
Accrued liabilities | 21,151 | 35,924 |
Deferred revenues | 487 | (628) |
Other assets and liabilities | 18,030 | 3,312 |
Net cash provided by operating activities | 156,949 | 132,554 |
INVESTING ACTIVITIES: | ||
Payments for acquisitions, net of cash acquired | (24,884) | (34,210) |
Proceeds from investments | 7 | 257 |
Proceeds from sale of property and equipment | 766 | 0 |
Capital expenditures | (34,185) | (21,356) |
Net cash used in investing activities | (58,296) | (55,309) |
FINANCING ACTIVITIES: | ||
Repayments of long-term debt and other obligations | (6,879) | (9,780) |
Proceeds from foreign bank debt | 15,607 | 4,851 |
Repayments of foreign bank debt | (18,721) | (38,252) |
Proceeds from term loan | 0 | 250,000 |
Repayment of term loan | (171,000) | 0 |
Proceeds from senior credit facility | 457,959 | 394,097 |
Repayments of senior credit facility | (353,520) | (670,254) |
Payments of capital lease obligations | (1,381) | (988) |
Payment of cash flow hedge | 0 | (8,833) |
Purchases and cancellations of treasury stock | (37,693) | (11,516) |
Proceeds from issuance of common stock | 22,310 | 27,452 |
Dividends paid on mandatory convertible preferred stock | (10,106) | 0 |
Excess tax benefit of stock options exercised | 0 | 8,222 |
Payments to noncontrolling interests | (4,997) | (2,603) |
Net cash used in financing activities | (108,421) | (57,604) |
Effect of exchange rate changes on cash and cash equivalents | (211) | (3,594) |
Net (decrease)/ increase in cash and cash equivalents | (9,979) | 16,047 |
Cash and cash equivalents at beginning of period | 55,634 | 22,236 |
Cash and cash equivalents at end of period | 45,655 | 38,283 |
NON-CASH INVESTING ACTIVITIES: | ||
Issuances of obligations for acquisitions | $ 13,013 | $ 21,543 |
CONDENSED CONSOLIDATED STATEME8
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Preferred StockSeries A preferred stock | Common Stock | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Noncontrolling Interest |
Beginning Balance (in shares) at Dec. 31, 2014 | 84,884 | ||||||
Beginning Balance at Dec. 31, 2014 | $ 1,917,185 | $ 849 | $ 289,211 | $ 1,743,371 | $ (138,419) | $ 22,173 | |
Net Income | 268,013 | 267,046 | 967 | ||||
Currency translation adjustment | (140,648) | (140,809) | 161 | ||||
Change in qualifying cash flow hedge, net of tax | (3,403) | (3,403) | |||||
Issuance of common stock for exercise of options, restricted stock units and employee stock purchases (in shares) | 973 | ||||||
Issuance of common stock for exercise of options, restricted stock units and employee stock purchases | 68,640 | $ 10 | 68,630 | ||||
Issuance of mandatory convertible preferred stock (in shares) | 770 | ||||||
Issuance of mandatory convertible preferred stock | 746,900 | $ 8 | 746,892 | ||||
Purchase and cancellation of treasury stock (in shares) | (1,004) | ||||||
Purchase and cancellation of treasury stock | (131,676) | $ (10) | (131,666) | ||||
Preferred stock dividend | (10,106) | (10,106) | |||||
Stock compensation expense | 21,750 | 21,750 | |||||
Excess tax benefit of stock options exercised | 16,897 | 16,897 | |||||
Reduction to noncontrolling interests due to additional ownership | (5,714) | (360) | (5,354) | ||||
Ending Balance (in shares) at Dec. 31, 2015 | 770 | 84,853 | |||||
Ending Balance at Dec. 31, 2015 | 2,747,838 | $ 8 | $ 849 | 1,143,020 | 1,868,645 | (282,631) | 17,947 |
Net Income | 77,595 | 76,786 | 809 | ||||
Currency translation adjustment | 17,164 | 17,102 | 62 | ||||
Change in qualifying cash flow hedge, net of tax | 511 | 511 | |||||
Issuance of common stock for exercise of options, restricted stock units and employee stock purchases (in shares) | 305 | ||||||
Issuance of common stock for exercise of options, restricted stock units and employee stock purchases | 22,873 | $ 3 | 22,870 | ||||
Purchase and cancellation of treasury stock (in shares) | (328) | ||||||
Purchase and cancellation of treasury stock | (37,693) | $ (4) | (37,689) | ||||
Preferred stock dividend | (10,106) | (10,106) | |||||
Stock compensation expense | 6,105 | 6,105 | |||||
Reduction to noncontrolling interests due to additional ownership | (5,798) | 967 | (6,765) | ||||
Ending Balance (in shares) at Mar. 31, 2016 | 770 | 84,830 | |||||
Ending Balance at Mar. 31, 2016 | $ 2,818,489 | $ 8 | $ 848 | $ 1,172,962 | $ 1,897,636 | $ (265,018) | $ 12,053 |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 3 Months Ended |
Mar. 31, 2016 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
BASIS OF PRESENTATION | NOTE 1 – BASIS OF PRESENTATION The accompanying condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in annual consolidated financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. However, the Company believes the disclosures included in the accompanying condensed consolidated financial statements are adequate to make the information presented not misleading. In our opinion, all adjustments necessary for a fair presentation for the periods presented have been reflected and are of a normal recurring nature. These condensed consolidated financial statements should be read in conjunction with the Stericycle, Inc. and Subsidiaries Consolidated Financial Statements and notes thereto for the year ended December 31, 2015, as filed with our Annual Report on Form 10-K for the year ended December 31, 2015. The results of operations for the three months ended March 31, 2016 are not necessarily indicative of the results that may be achieved for the entire year ending December 31, 2016. There were no material changes in the Company’s significant accounting policies since the filing of its 2015 Form 10-K. As discussed in the 2015 Form 10-K, the preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make certain estimates and assumptions that affect the amount of reported assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and revenues and expenses during the periods reported. Actual results may differ from those estimates. We have evaluated subsequent events through the date of filing this quarterly report on Form 10-Q. No events have occurred that would require adjustment to or disclosure in the condensed consolidated financial statements. |
ACQUISITIONS
ACQUISITIONS | 3 Months Ended |
Mar. 31, 2016 | |
Business Combinations [Abstract] | |
ACQUISITIONS | NOTE 2 – ACQUISITIONS The following table summarizes the locations of our acquisitions for the three months ended March 31, 2016 Acquisition Locations 2016 United States 5 Romania 1 Spain 1 Total 7 During the quarter ended March 31, 2016, we completed seven acquisitions. Domestically, we acquired 100% of the stock of one regulated waste business and selected assets of four secure information destruction businesses. Internationally, we acquired selected assets of one regulated waste business in Romania and one in Spain. The following table summarizes the aggregate purchase price paid for acquisitions and other adjustments of consideration to be paid for acquisitions during the three months ended March 31: In thousands Three Months Ended March 31, 2016 2015 Cash $ 24,884 $ 34,210 Promissory notes 11,595 7,618 Deferred consideration 1,361 624 Contingent consideration 57 13,301 Total purchase price $ 37,897 $ 55,753 For financial reporting purposes, our acquisitions were accounted for using the acquisition method of accounting. These acquisitions resulted in the recognition of goodwill in our financial statements reflecting the premium paid to acquire businesses that we believe are complementary to our existing operations and fit our growth strategy. During the three months ended March 31, 2016, we recognized a net increase in goodwill of $25.5 million, excluding the effect of foreign currency translation (see Note 9 – Goodwill and Other Intangible Assets). A net increase of $23.7 million was assigned to our United States reportable segment, and a net increase of $1.8 million was assigned to our International reportable segment. Approximately $20.7 million of the goodwill recognized during the three months ended March 31, 2016 will be deductible for income taxes. During the three months ended March 31, 2016, we recognized a net increase in intangible assets from acquisitions of $8.4 million, excluding the effect of foreign currency translation. The changes include $7.7 million in the estimated fair value of acquired customer relationships with amortizable lives of 10 to 40 years and $0.7 million in covenant not-to-compete with an amortizable life of 5 years. The purchase prices for these acquisitions in excess of acquired tangible and identifiable intangible assets have been primarily allocated to goodwill, and are preliminary, pending completion of certain intangible asset valuations and finalization of the opening balance sheet. The following table summarizes the preliminary purchase price allocation for current period acquisitions and other adjustments to purchase price allocations during the three months ended March 31: In thousands Three Months Ended March 31, 2016 2015 Fixed assets $ 3,345 $ (1,477 ) Intangibles 8,436 19,791 Goodwill 25,519 41,190 Accounts receivable 1,715 4,217 Net other assets/ (liabilities) 133 59 Current liabilities (201 ) (4,650 ) Net deferred tax liabilities (1,050 ) (3,377 ) Total purchase price allocation $ 37,897 $ 55,753 During the three months ended March 31, 2016 and 2015, the Company incurred $3.0 million and $3.3 million, respectively, of acquisition related expenses. These expenses are included with “Selling, general and administrative expenses” (“SG&A”) on our Condensed Consolidated Statements of Income. The results of operations of these acquired businesses have been included in the Condensed Consolidated Statements of Income from the date of the acquisition. |
NEW ACCOUNTING STANDARDS
NEW ACCOUNTING STANDARDS | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Changes And Error Corrections [Abstract] | |
NEW ACCOUNTING STANDARDS | NOTE 3 – NEW ACCOUNTING STANDARDS Accounting Standards Recently Adopted Compensation - Stock Compensation On January 1, 2016, the Company adopted the guidance in Accounting Standards Update ("ASU") No. 2016-09, “Compensation - Stock Compensation (Topic 718) - Improvements to Employee Share-Based Payment Accounting.” Accounting Standards Issued But Not Yet Adopted Revenue From Contracts With Customers In May 2014, the FASB issued ASU No. 2014-09, "Revenue from Contracts with Customers" (Topic 606), Leases In February 2016, the FASB issued ASU No. 2016-02, “Leases” (Topic 842) |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 3 Months Ended |
Mar. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 4 – FAIR VALUE MEASUREMENTS Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity's own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below: Level 1 – Quoted prices in active markets for identical assets or liabilities. Level 2 – Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 – Inputs that are generally unobservable and typically reflect management’s judgment about the assumptions that market participants would use in pricing the asset or liability. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of assets and liabilities and their placement within the fair value hierarchy levels. The impact of our creditworthiness has been considered in the fair value measurements noted below. In addition, the fair value measurement of a liability must reflect the nonperformance risk of an entity. There were no movements of items between fair value hierarchies. In thousands Fair Value Measurements Using Total as of March 31, 2016 Level 1 Inputs Level 2 Inputs Level 3 Inputs Assets: Cash and cash equivalents $ 45,655 $ 45,655 $ — $ — Short-term investments 64 $ 64 — — Derivative financial instruments 954 — 954 — Total assets $ 46,673 $ 45,719 $ 954 $ — Liabilities: Contingent consideration $ 22,967 $ — $ — $ 22,967 Total liabilities $ 22,967 $ — $ — $ 22,967 In thousands Fair Value Measurements Using Total as of December 31, 2015 Level 1 Inputs Level 2 Inputs Level 3 Inputs Assets: Cash and cash equivalents $ 55,634 $ 55,634 $ — $ — Short-term investments 69 69 — — Derivative financial instruments 1,207 — 1,207 — Total assets $ 56,910 $ 55,703 $ 1,207 $ — Liabilities: Contingent consideration $ 25,390 $ — $ — $ 25,390 Total liabilities $ 25,390 $ — $ — $ 25,390 For our derivative financial instruments we use a market approach valuation technique based on observable market transactions of spot and forward rates. We recorded a $1.0 million asset related to the fair value of the U.S. dollar-Canadian dollar foreign currency swap which was classified as other assets at March 31, 2016. The objective of the swap is to offset the foreign exchange risk to the U.S. dollar equivalent cash outflows for our Canadian subsidiary. We had contingent consideration liabilities recorded using Level 3 inputs in the amount of $23.0 million, of which $6.9 million was classified as current liabilities at March 31, 2016. Contingent consideration liabilities were $25.4 million at December 31, 2015. Contingent consideration represents amounts expected to be paid as part of acquisition consideration only if certain future events occur. These events are usually targets for revenues or earnings related to the business acquired. We arrive at the fair value of contingent consideration by applying a weighted probability of potential outcomes to the maximum possible payout. The calculation of these potential outcomes is dependent on both past financial performance and management assumptions about future performance. If the financial performance measures were all fully met, our maximum liability would be $40.2 million at March 31, 2016. Contingent consideration liabilities are reassessed each quarter and are reflected in the Condensed Consolidated Balance Sheets as part of “Other current liabilities” and “Other liabilities”. Changes to contingent consideration are reflected in the table below: In thousands Contingent consideration at January 1, 2016 $ 25,390 Increases due to acquisitions 57 Decrease due to payments (1,000 ) Changes due to foreign currency fluctuations 1,164 Changes in fair value reflected in Selling, general, and administrative expenses (2,644 ) Contingent consideration at March 31, 2016 $ 22,967 Fair Value of Debt : At March 31, 2016, the fair value of the Company’s debt obligations was estimated, using Level 2 inputs, at $3.13 billion compare to a carrying amount of $3.15 billion. At December 31, 2015, the fair value of the Company’s debt obligations was estimated, using Level 2 inputs, at $3.22 billion compared to a carrying amount of $3.21 billion. The fair values were estimated using an income approach by applying market interest rates for comparable instruments. The Company has no current plans to retire a significant amount of its debt prior to maturity. |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 5 – INCOME TAXES We file income tax returns in the U.S, in various states and in certain foreign jurisdictions. The Company has recorded accruals to cover certain unrecognized tax positions. Such unrecognized tax positions relate to additional taxes that the Company may be required to pay in various tax jurisdictions. During the course of examinations by various taxing authorities, proposed adjustments may be asserted. The Company evaluates such items on a case-by-case basis and adjusts the accrual for unrecognized tax positions as deemed necessary. During the quarter ended March 31, 2016, we had no material changes to our accruals related to previous or current uncertain tax positions. The effective tax rates for the quarters ended March 31, 2016 and 2015 were approximately 32.9% and 29.7%, respectively. The increase in the current quarter tax rate is primarily related to the recognition of tax benefits in 2015. |
STOCK BASED COMPENSATION
STOCK BASED COMPENSATION | 3 Months Ended |
Mar. 31, 2016 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
STOCK BASED COMPENSATION | NOTE 6 – STOCK BASED COMPENSATION At March 31, 2016, we had the following active stock option and stock purchase plans: · the 2014 Incentive Stock Plan, which our stockholders approved in May 2014; · the 2011 Incentive Stock Plan, which our stockholders approved in May 2011; · the 2008 Incentive Stock Plan, which our stockholders approved in May 2008; · the 2005 Incentive Stock Plan, which our stockholders approved in April 2005; · the 2000 Non-statutory Stock Option Plan, which expired in February 2010; · the Employee Stock Purchase Plan (“ESPP”), which our stockholders approved in May 2001. Stock-Based Compensation Expense: The following table presents the total stock-based compensation expense resulting from stock option awards, restricted stock units (“RSUs”), and the ESPP included in the Condensed Consolidated Statements of Income: In thousands Three Months Ended March 31, 2016 2015 Cost of revenues – stock option plan $ 15 $ 23 Selling, general and administrative – stock option plan 4,752 4,729 Selling, general and administrative – RSUs 559 346 Selling, general and administrative – ESPP 779 389 Total pre-tax expense $ 6,105 $ 5,487 Stock Options: Stock option activity for the three months ended March 31, 2016, is summarized as follows: Number of Options Weighted Average Exercise Price per Share Weighted Average Remaining Contractual Life Total Aggregate Intrinsic Value (in years) (in thousands) Outstanding at beginning of year 5,334,803 $ 92.02 Granted 1,008,569 111.29 Exercised (306,088 ) 73.22 Forfeited (28,412 ) 118.19 Canceled or expired (1,939 ) 86.92 Outstanding at March 31, 2016 6,006,933 96.10 5.92 $ 185,247 Exercisable at March 31, 2016 3,225,121 80.59 4.93 $ 147,947 As of March 31, 2016, there was $38.7 million of total unrecognized compensation expense related to non-vested option awards, which is expected to be recognized over a weighted average period of 3.58 years. The following table sets forth the total intrinsic value of options exercised: Three Months Ended March 31, 2016 2015 Total intrinsic value of options exercised $ 13,229 $ 29,525 The total intrinsic value of options exercised represents the total pre-tax value (the difference between the sales price on that trading day the option was exercised and the exercise price associated with the respective option). The Company uses historical data to estimate expected life and volatility. The estimated fair value of stock options at the time of the grant using the Black-Scholes option pricing model was as follows: Three Months Ended March 31, 2016 2015 Stock options granted (shares) 1,008,569 860,534 Weighted average fair value at grant date (per share) $ 20.19 $ 22.84 Assumptions: Expected term (in years) 4.76 4.79 Expected volatility 18.02 % 16.62 % Expected dividend yield — % — % Risk free interest rate 1.26 % 1.48 % Restricted Stock Units: Restricted stock units (“RSUs”) vest annually, or at the end of three and five years. Our 2008, 2011 and 2014 Plans include a share reserve related to RSUs granted at a 2 -1 ratio. A summary of the status of our non-vested RSUs and changes during the three months ended March 31, 2016, are as follows : Number of Options Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Life Total Aggregate Intrinsic Value (in years) (in thousands) Non-vested at beginning of year 71,451 $ 101.29 Granted 53,267 111.12 Non-vested at March 31, 2016 124,718 105.57 2.34 $ 15,738 As of March 31, 2016, there was $8.9 million of total unrecognized compensation expense related to RSUs, which is expected to be recognized over a weighted average period of 3.15 years. |
PREFERRED STOCK
PREFERRED STOCK | 3 Months Ended |
Mar. 31, 2016 | |
Equity [Abstract] | |
PREFERRED STOCK | NOTE 7 – PREFERRED STOCK At March 31, 2016, we had 1,000,000 authorized shares of preferred stock and 770,000 shares issued and outstanding of Mandatory Convertible Preferred Stock. Series A Mandatory Convertible Preferred Stock Offering: On September 15, 2015, we completed a registered public offering of 7,700,000 depositary shares, each representing a 1/10th interest in a share of our 5.25% Series A Mandatory Convertible Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”), at a public offering price of $100.00 per depository share for total gross proceeds of $770.0 million. Unless earlier converted or redeemed, each share of the Series A Preferred Stock will automatically convert into between 5.8716 and 7.3394 shares of our common stock, subject to anti-dilution and other adjustments, on the mandatory conversion date, which is expected to be September 15, 2018. The number of shares of our common stock issuable on conversion will be determined based on the volume-weighted average price of our common stock over the 20 trading day period commencing on and including the 23rd scheduled trading day prior to September 15, 2018. Subject to certain restrictions, at any time prior to September 15, 2018, holders of the Series A Preferred Stock may elect to convert all or a portion of their shares into common stock at the minimum conversion rate of 5.8716 shares of common stock per share of Series A Preferred Stock, subject to adjustment. Dividends on shares of the Series A Preferred Stock are payable on a cumulative basis when, as and if declared by our board of directors, or an authorized committee thereof, at an annual rate of 5.25% on the liquidation preference of $1,000 per share (and, correspondingly, $100.00 per share with respect to the depositary shares). The dividends may be payable in cash, or subject to certain limitations, in shares of our common stock or any combination of cash and shares of our common stock on March 15, June 15, September 15 and December 15 of each year, commencing on December 15, 2015, and to, and including, September 15, 2018. |
EARNINGS PER COMMON SHARE
EARNINGS PER COMMON SHARE | 3 Months Ended |
Mar. 31, 2016 | |
Earnings Per Share [Abstract] | |
EARNINGS PER COMMON SHARE | NOTE 8 – EARNINGS PER COMMON SHARE Basic earnings per share is computed by dividing income available to common shareholders by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per share is computed by dividing income available to common shareholders by the weighted-average number of shares of common stock outstanding during the period increased to include the number of additional shares of common stock that would have been outstanding if the potentially dilutive securities had been issued. Potentially dilutive securities include outstanding stock options, shares to be purchased under the Company’s employee stock purchase plan, RSUs, and the assumed conversion of mandatory convertible preferred stock. The effect of potentially dilutive securities is reflected in diluted earnings per share by application of the “treasury stock method” for outstanding restricted stock awards and stock options. Under the treasury stock method, an increase in the fair market value of the Company’s common stock can result in a greater dilutive effect from potentially dilutive securities. For the issue of the mandatory convertible preferred stock, we use the “if-converted method”. Under the if-converted method, the preferred dividend applicable to convertible preferred stock is added back to net income attributable to Stericycle, the numerator. The Mandatory Convertible Preferred shares are assumed to be converted to common shares at the beginning of the period or, if later, at the time of issuance, and the resulting common shares are included in the denominator. In applying the if-converted method, conversion shall not be assumed for purposes of computing diluted EPS if the effect would be anti-dilutive. The following table sets forth the computation of basic and diluted earnings per share: In thousands, except share and per share data Three Months Ended March 31, 2016 2015 Numerator: Net income attributable to Stericycle, Inc. $ 76,786 $ 75,458 Less: mandatory convertible preferred stock dividend 10,106 — Numerator for basic earnings per share attributable to Stericycle, Inc. common shareholders $ 66,680 $ 75,458 Denominator: Denominator for basic earnings per share-weighted average shares 84,705,000 85,037,823 Effect of diluted securities: Employee stock based awards 1,140,501 1,319,183 Mandatory convertible preferred stock (1) — — Denominator for diluted earnings per share-adjusted weighted average shares and after assumed exercises 85,845,501 86,357,006 Earnings per share – Basic $ 0.79 $ 0.89 Earnings per share – Diluted $ 0.78 $ 0.87 (1) In 2016, the weighted average common shares issuable upon the assumed conversion of the mandatory convertible preferred stock totaling 5,651,376 shares were excluded from the computation of diluted earnings per share as such conversion would have been antidilutive. For additional information regarding outstanding employee stock options, see Note 6 - Stock Based Compensation. |
GOODWILL AND OTHER INTANGIBLE A
GOODWILL AND OTHER INTANGIBLE ASSETS | 3 Months Ended |
Mar. 31, 2016 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
GOODWILL AND OTHER INTANGIBLE ASSETS | NOTE 9 – GOODWILL AND OTHER INTANGIBLE ASSETS Goodwill and other identifiable indefinite lived intangibles are not amortized, but are subject to an annual impairment test, or more frequent testing if circumstances indicate that they may be impaired. Goodwill: We have two geographical reportable segments, “United States” and “International”, both of which have goodwill. The changes in the carrying amount of goodwill since January 1, 2015, by reportable segment, were as follows: In thousands United States International Total Balance as of January 1, 2015 $ 1,838,739 $ 580,093 $ 2,418,832 Goodwill acquired during the year, net 1,177,431 273,519 1,450,950 Purchase accounting allocation adjustments (43,895 ) 15,618 (28,277 ) Goodwill other changes — (440 ) (440 ) Changes due to foreign currency fluctuations — (82,888 ) (82,888 ) Balance as of December 31, 2015 2,972,275 785,902 3,758,177 Goodwill acquired during the year, net 17,390 450 17,840 Purchase accounting allocation adjustments 6,305 1,374 7,679 Changes due to foreign currency fluctuations — 6,320 6,320 Balance at March 31, 2016 $ 2,995,970 $ 794,046 $ 3,790,016 Current year adjustments to goodwill for certain 2015 acquisitions are primarily due to the finalization of intangible asset valuations. We complete our annual impairment analysis of our goodwill during the quarter ended June 30 of each year, or more frequently, if circumstances indicate that it may be impaired. Other Intangible Assets: At March 31, 2016 and December 31, 2015, the values of other intangible assets were as follows: In thousands March 31, 2016 December 31, 2015 Gross Carrying Amount Accumulated Amortization Net Value Gross Carrying Amount Accumulated Amortization Net Value Amortizable intangibles: Customer relationships $ 1,319,782 $ 162,831 $ 1,156,951 $ 1,304,388 $ 144,020 $ 1,160,368 Covenants not-to-compete 7,630 5,340 2,290 6,878 5,141 1,737 Tradenames 3,935 1,022 2,913 3,819 948 2,871 Other 16,834 1,314 15,520 18,902 916 17,986 Indefinite lived intangibles: Operating permits 234,888 — 234,888 233,101 — 233,101 Tradenames 428,282 — 428,282 426,498 — 426,498 Total $ 2,011,351 $ 170,507 $ 1,840,844 $ 1,993,586 $ 151,025 $ 1,842,561 The changes in the carrying amount of intangible assets since January 1, 2015 were as follows: In thousands Total Balance as of January 1, 2015 $ 909,645 Intangible assets acquired during the year, net 1,052,016 Impairments during the year (4,177 ) Amortization during the year (45,498 ) Changes due to foreign currency fluctuations (69,425 ) Balance as of December 31, 2015 1,842,561 Intangible assets acquired during the year, net 8,436 Amortization during the year (18,274 ) Changes due to foreign currency fluctuations 8,121 Balance at March 31, 2016 $ 1,840,844 Under generally accepted accounting principles, a fair value must be assigned to all acquired assets based on a theoretical “market participant” regardless of the acquirer's intended use for those assets. This accounting treatment can lead to the recognition of losses when a company disposes of acquired assets. We complete our annual impairment analysis of our indefinite lived intangibles during the quarter ended December 31 of each year, or more frequently, if circumstances indicate that they may be impaired. Our finite-lived intangible assets are amortized over their useful lives. We have determined that our customer relationships have useful lives from 10 to 40 years based upon the type of customer, with a weighted average remaining useful life of 19.1 years. We have covenants not-to-compete intangibles with useful lives from 5 to 14 years, with a weighted average remaining useful life of 4.4 years. We have tradename intangibles with useful lives from 15 to 40 years, with a weighted average remaining useful life of 16.9 years. Other intangibles mainly consist of landfill air rights with a weighted average remaining useful life of 18.5 years. We have determined that our permits have indefinite lives due to our ability to renew these permits with minimal additional cost, and therefore these are not amortized. We also have a trade name that we have determined has an indefinite life. During the quarters ended March 31, 2016 and 2015, the aggregate amortization expense was $18.3 million and $8.8 million, respectively. The estimated amortization expense for each of the next five years, assuming no additional amortizable intangible assets, is as follows for the years ended December 31: In thousands 2016 $ 72,287 2017 72,300 2018 72,252 2019 72,095 2020 71,805 Future amortization expense may fluctuate depending on changes in foreign currency rates, future acquisitions, or changes to the estimated amortizable life of the intangibles. The estimates for amortization expense noted above are based upon foreign exchange rates as of March 31, 2016. |
ENVIRONMENTAL REMEDIATION LIABI
ENVIRONMENTAL REMEDIATION LIABILITIES | 3 Months Ended |
Mar. 31, 2016 | |
Environmental Remediation Obligations [Abstract] | |
ENVIRONMENTAL REMEDIATION LIABILITIES | NOTE 10 – ENVIRONMENTAL REMEDIATION LIABILITIES We record a liability for environmental remediation when such liability becomes probable and the costs or damages can be reasonably estimated. We accrue environmental remediation costs, on an undiscounted basis, associated with identified sites where an assessment has indicated that cleanup costs are probable and can be reasonably estimated, but the timing of such payments is not fixed and determinable. Such accruals are based on currently available information, estimated timing of remedial actions, existing technology, and enacted laws and regulations. The liability for environmental remediation is included in the Condensed Consolidated Balance Sheets in current liabilities within “Accrued liabilities” and in non-current liabilities within “Other liabilities.” At March 31, 2016, the total environmental remediation liabilities recorded were $30.4 million, of which $1.5 million was classified as accrued liabilities and $28.9 million was classified as other liabilities. |
DEBT
DEBT | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
DEBT | NOTE 11 – DEBT Long-term debt consisted of the following: In thousands March 31, 2016 December 31, 2015 Obligations under capital leases $ 14,308 $ 15,024 $1.20 billion senior credit facility weighted average rate 1.87%, due in 2019 455,911 353,763 $1.08 billion term loan weighted average rate 1.81%, due in 2020 1,079,000 1,250,000 $175 million private placement notes 3.89%, due in 2017 175,000 175,000 $125 million private placement notes 2.68%, due in 2019 125,000 125,000 $225 million private placement notes 4.47%, due in 2020 225,000 225,000 $150 million private placement notes 2.89%, due in 2021 150,000 150,000 $125 million private placement notes 3.26%, due in 2022 125,000 125,000 $200 million private placement notes 2.72%, due in 2022 200,000 200,000 $100 million private placement notes 2.79%, due in 2023 100,000 100,000 $150 million private placement notes 3.18%, due in 2023 150,000 150,000 Promissory notes and deferred consideration weighted average rate of 2.35% and weighted average maturity of 3.1 years 246,442 239,731 Foreign bank debt weighted average rate 7.40% and weighted average maturity of 2.0 years 106,488 105,530 Total debt 3,152,149 3,214,048 Less: current portion of total debt 114,066 161,409 Long-term portion of total debt $ 3,038,083 $ 3,052,639 Our $1.20 billion senior credit facility maturing in June 2019, our $1.08 billion term loan maturing in August 2020, our $175.0 million private placement notes maturing in October 2017, our $125.0 million private placement notes maturing in December 2019, our $225.0 million private placement notes maturing in October 2020, our $150.0 million private placement notes maturing in October 2021, our $125.0 million private placement notes maturing in December 2022, our $200.0 million private placement notes maturing in July 2022, our $100.0 million private placement notes maturing in July 2023, and our $150.0 million private placement notes maturing in October 2023 all require us to comply with various financial, reporting and other covenants and restrictions, including a restriction on dividend payments. The financial debt covenants are the same for the senior credit facility, term loan, and the private placement notes. At March 31, 2016, we were in compliance with all of our financial debt covenants. Our senior credit facility, term loan, and the private placement notes rank pari passu to each other and all other unsecured debt obligations, As of March 31, 2016 and December 31, 2015, we had $159.8 million and $160.4 million, respectively, committed to outstanding letters of credit under our senior credit facility. The unused portion of the revolving credit facility as of March 31, 2016 and December 31, 2015 was $584.3 million and $685.8 million, respectively. |
GEOGRAPHIC INFORMATION
GEOGRAPHIC INFORMATION | 3 Months Ended |
Mar. 31, 2016 | |
Segment Reporting [Abstract] | |
GEOGRAPHIC INFORMATION | NOTE 12 – GEOGRAPHIC INFORMATION The FASB Accounting Standards Codification Topic 280, Segment Reporting Detailed information for our United States reportable segment is as follows: In thousands Three Months Ended March 31, 2016 2015 Regulated and compliance solutions revenues $ 624,878 $ 452,269 Recall and returns solutions revenues 24,790 19,979 Total revenues $ 649,668 $ 472,248 Net interest expense 19,883 10,845 Income before income taxes 108,313 102,890 Income taxes 38,814 37,880 Net income attributable to Stericycle, Inc. $ 69,499 $ 65,010 Depreciation and amortization $ 31,570 $ 16,140 Detailed information for our International reportable segment is as follows: In thousands Three Months Ended March 31, 2016 2015 Regulated and compliance solutions revenues $ 224,513 $ 191,071 Net interest expense 4,158 7,753 Income before income taxes 7,318 4,967 Income taxes (778 ) (5,833 ) Net income 8,096 10,800 Less: net income attributable to noncontrolling interests 809 352 Net income attributable to Stericycle, Inc. $ 7,287 $ 10,448 Depreciation and amortization $ 16,844 $ 11,423 |
LEGAL PROCEEDINGS
LEGAL PROCEEDINGS | 3 Months Ended |
Mar. 31, 2016 | |
Commitments And Contingencies Disclosure [Abstract] | |
LEGAL PROCEEDINGS | NOTE 13 – LEGAL PROCEEDINGS We operate in a highly regulated industry and must deal with regulatory inquiries or investigations from time to time that may be instituted for a variety of reasons. We are also involved in a variety of civil litigation from time to time. We review all of our outstanding legal proceedings with counsel quarterly, and we will disclose an estimate of any reasonably possible loss or range of reasonably possible losses if and when we are able to make such an estimate and the reasonably possible loss or range of reasonably possible losses is material to our financial statements. Class Action Lawsuits . As we have previously disclosed, we were served on March 12, 2013 with a class action complaint filed in the U.S. District Court for the Western District of Pennsylvania by an individual plaintiff for itself and on behalf of all other “similarly situated” customers of ours. The complaint alleges, among other things, that we imposed unauthorized or excessive price increases and other charges on our customers in breach of our contracts and in violation of the Illinois Consumer Fraud and Deceptive Business Practices Act. The complaint sought certification of the lawsuit as a class action and the award to class members of appropriate damages and injunctive relief. The Pennsylvania class action complaint was filed in the wake of a settlement with the State of New York of an investigation under the New York False Claims Act which arose out of the qui tam (or “whistle blower”) action captioned United States of America ex rel. Jennifer D. Perez v. Stericycle, Inc., Case No. 1:08-cv-2390 which was settled in the fourth quarter of 2015 as previously disclosed. Following the filing of the Pennsylvania class action complaint, we were served with class action complaints filed in federal and state courts in several jurisdictions. These complaints asserted claims and allegations substantially similar to those made in the Pennsylvania class action complaint. All of these cases appear to be follow-on litigation to our settlement with the State of New York. On August 9, 2013, the Judicial Panel on Multidistrict Litigation granted our Motion to Transfer these related actions to the United States District Court for the Northern District of Illinois for centralized pretrial proceedings (the “MDL Action”). On December 10, 2013, we filed our answer to the Amended Consolidated Class Action Complaint in the MDL Action, generally denying the allegations therein. On January 29, 2016, the plaintiffs’ attorneys filed a Second Amended Consolidated Complaint and a Motion for Class Certification in the MDL Action. The Motion requests that the court certify a class of plaintiffs consisting of certain of our small quantity customers who received rate increases. We intend to strongly contest the Motion. We believe that we have operated in accordance with the terms of our customer contracts and that these complaints are without merit. We will continue to vigorously defend ourselves against each of these lawsuits. We have not accrued any amounts in respect of these class action lawsuits, and we cannot estimate the reasonably possible loss or the range of reasonably possible losses that we may incur. We are unable to make such an estimate because (i) litigation is by its nature uncertain and unpredictable, (ii) we do not know whether the court will certify any class of plaintiffs or, if any class is certified, how the class would be defined, and (iii) in our judgment, there are no comparable proceedings against other defendants that might provide guidance in making estimates. Environmental Matters . Our Environmental Solutions business is regulated by federal, state and local laws enacted to regulate the discharge of materials into the environment, remediate contaminated soil and groundwater or otherwise protect the environment. As a result of this continuing regulation, we frequently become a party to legal or administrative proceedings involving various governmental authorities and other interested parties. The issues involved in these proceedings generally relate to alleged violations of existing permits and licenses or alleged responsibility under federal or state Superfund laws to remediate contamination at properties owned either by us or by other parties to which either we or the prior owners of certain of its facilities shipped wastes. From time to time, we may be subject to fines or penalties in regulatory proceedings relating primarily to waste treatment, storage or disposal facilities. We believe that the fines or other penalties that we may pay in connection with any pending regulatory proceedings of this nature will not, individually or in the aggregate, be material to our financial statements. On February 29, 2016, we entered into a statute of limitations tolling agreement with the United States Attorney’s Office for the District of Utah relating to that Office’s investigation of the same facts underlying the notice of violation (the “NOV”) issued by the State of Utah Division of Air Quality (the “DAQ”) that resulted in our December 2014 settlement with the DAQ that we have previously disclosed. The U.S. Attorney’s Office is investigating whether the matters forming the basis of the NOV constitute violations of the Clean Air Act and other federal statutes. Under the tolling agreement, the period from March 1, 2016 through July 31, 2016 will be excluded from any calculation of time for the purpose of determining the statute of limitations concerning any charges that we violated federal statutes. The agreement does not constitute an admission of guilt or wrongdoing on our part and cannot be construed as a waiver of any other rights or defenses that we may have in any resulting action or proceeding. We will continue to cooperate with the investigation. |
NEW ACCOUNTING STANDARDS (Polic
NEW ACCOUNTING STANDARDS (Policies) | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Changes And Error Corrections [Abstract] | |
New Accounting Standards | Accounting Standards Recently Adopted Compensation - Stock Compensation On January 1, 2016, the Company adopted the guidance in Accounting Standards Update ("ASU") No. 2016-09, “Compensation - Stock Compensation (Topic 718) - Improvements to Employee Share-Based Payment Accounting.” Accounting Standards Issued But Not Yet Adopted Revenue From Contracts With Customers In May 2014, the FASB issued ASU No. 2014-09, "Revenue from Contracts with Customers" (Topic 606), Leases In February 2016, the FASB issued ASU No. 2016-02, “Leases” (Topic 842) |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Business Combinations [Abstract] | |
Summary of Location of Acquisitions | The following table summarizes the locations of our acquisitions for the three months ended March 31, 2016 Acquisition Locations 2016 United States 5 Romania 1 Spain 1 Total 7 |
Aggregate Purchase Price Paid for Acquisitions and Other Adjustments to Consideration | The following table summarizes the aggregate purchase price paid for acquisitions and other adjustments of consideration to be paid for acquisitions during the three months ended March 31: In thousands Three Months Ended March 31, 2016 2015 Cash $ 24,884 $ 34,210 Promissory notes 11,595 7,618 Deferred consideration 1,361 624 Contingent consideration 57 13,301 Total purchase price $ 37,897 $ 55,753 |
Preliminary Purchase Price Allocation for Current Period Acquisitions and Other Adjustments to Purchase Price Allocations | The following table summarizes the preliminary purchase price allocation for current period acquisitions and other adjustments to purchase price allocations during the three months ended March 31: In thousands Three Months Ended March 31, 2016 2015 Fixed assets $ 3,345 $ (1,477 ) Intangibles 8,436 19,791 Goodwill 25,519 41,190 Accounts receivable 1,715 4,217 Net other assets/ (liabilities) 133 59 Current liabilities (201 ) (4,650 ) Net deferred tax liabilities (1,050 ) (3,377 ) Total purchase price allocation $ 37,897 $ 55,753 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | In thousands Fair Value Measurements Using Total as of March 31, 2016 Level 1 Inputs Level 2 Inputs Level 3 Inputs Assets: Cash and cash equivalents $ 45,655 $ 45,655 $ — $ — Short-term investments 64 $ 64 — — Derivative financial instruments 954 — 954 — Total assets $ 46,673 $ 45,719 $ 954 $ — Liabilities: Contingent consideration $ 22,967 $ — $ — $ 22,967 Total liabilities $ 22,967 $ — $ — $ 22,967 In thousands Fair Value Measurements Using Total as of December 31, 2015 Level 1 Inputs Level 2 Inputs Level 3 Inputs Assets: Cash and cash equivalents $ 55,634 $ 55,634 $ — $ — Short-term investments 69 69 — — Derivative financial instruments 1,207 — 1,207 — Total assets $ 56,910 $ 55,703 $ 1,207 $ — Liabilities: Contingent consideration $ 25,390 $ — $ — $ 25,390 Total liabilities $ 25,390 $ — $ — $ 25,390 |
Changes to Contingent Consideration | Changes to contingent consideration are reflected in the table below: In thousands Contingent consideration at January 1, 2016 $ 25,390 Increases due to acquisitions 57 Decrease due to payments (1,000 ) Changes due to foreign currency fluctuations 1,164 Changes in fair value reflected in Selling, general, and administrative expenses (2,644 ) Contingent consideration at March 31, 2016 $ 22,967 |
STOCK BASED COMPENSATION (Table
STOCK BASED COMPENSATION (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation Expense Resulting from Stock Option Awards, Restricted stock units ("RSU") and ESPP | The following table presents the total stock-based compensation expense resulting from stock option awards, restricted stock units (“RSUs”), and the ESPP included in the Condensed Consolidated Statements of Income: In thousands Three Months Ended March 31, 2016 2015 Cost of revenues – stock option plan $ 15 $ 23 Selling, general and administrative – stock option plan 4,752 4,729 Selling, general and administrative – RSUs 559 346 Selling, general and administrative – ESPP 779 389 Total pre-tax expense $ 6,105 $ 5,487 |
Stock Option Activity | Stock option activity for the three months ended March 31, 2016, is summarized as follows: Number of Options Weighted Average Exercise Price per Share Weighted Average Remaining Contractual Life Total Aggregate Intrinsic Value (in years) (in thousands) Outstanding at beginning of year 5,334,803 $ 92.02 Granted 1,008,569 111.29 Exercised (306,088 ) 73.22 Forfeited (28,412 ) 118.19 Canceled or expired (1,939 ) 86.92 Outstanding at March 31, 2016 6,006,933 96.10 5.92 $ 185,247 Exercisable at March 31, 2016 3,225,121 80.59 4.93 $ 147,947 |
Intrinsic Value of Options Exercised | The following table sets forth the total intrinsic value of options exercised: Three Months Ended March 31, 2016 2015 Total intrinsic value of options exercised $ 13,229 $ 29,525 |
Assumptions used in Black-Scholes Model | The estimated fair value of stock options at the time of the grant using the Black-Scholes option pricing model was as follows: Three Months Ended March 31, 2016 2015 Stock options granted (shares) 1,008,569 860,534 Weighted average fair value at grant date (per share) $ 20.19 $ 22.84 Assumptions: Expected term (in years) 4.76 4.79 Expected volatility 18.02 % 16.62 % Expected dividend yield — % — % Risk free interest rate 1.26 % 1.48 % |
Restricted Stock Units Activity | A summary of the status of our non-vested RSUs and changes during the three months ended March 31, 2016, are as follows : Number of Options Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Life Total Aggregate Intrinsic Value (in years) (in thousands) Non-vested at beginning of year 71,451 $ 101.29 Granted 53,267 111.12 Non-vested at March 31, 2016 124,718 105.57 2.34 $ 15,738 |
EARNINGS PER COMMON SHARE (Tabl
EARNINGS PER COMMON SHARE (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Earnings Per Share [Abstract] | |
Earnings Per Common Share | The following table sets forth the computation of basic and diluted earnings per share: In thousands, except share and per share data Three Months Ended March 31, 2016 2015 Numerator: Net income attributable to Stericycle, Inc. $ 76,786 $ 75,458 Less: mandatory convertible preferred stock dividend 10,106 — Numerator for basic earnings per share attributable to Stericycle, Inc. common shareholders $ 66,680 $ 75,458 Denominator: Denominator for basic earnings per share-weighted average shares 84,705,000 85,037,823 Effect of diluted securities: Employee stock based awards 1,140,501 1,319,183 Mandatory convertible preferred stock (1) — — Denominator for diluted earnings per share-adjusted weighted average shares and after assumed exercises 85,845,501 86,357,006 Earnings per share – Basic $ 0.79 $ 0.89 Earnings per share – Diluted $ 0.78 $ 0.87 (1) In 2016, the weighted average common shares issuable upon the assumed conversion of the mandatory convertible preferred stock totaling 5,651,376 shares were excluded from the computation of diluted earnings per share as such conversion would have been antidilutive. |
GOODWILL AND OTHER INTANGIBLE27
GOODWILL AND OTHER INTANGIBLE ASSETS (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Changes in Carrying Amount of Goodwill | The changes in the carrying amount of goodwill since January 1, 2015, by reportable segment, were as follows: In thousands United States International Total Balance as of January 1, 2015 $ 1,838,739 $ 580,093 $ 2,418,832 Goodwill acquired during the year, net 1,177,431 273,519 1,450,950 Purchase accounting allocation adjustments (43,895 ) 15,618 (28,277 ) Goodwill other changes — (440 ) (440 ) Changes due to foreign currency fluctuations — (82,888 ) (82,888 ) Balance as of December 31, 2015 2,972,275 785,902 3,758,177 Goodwill acquired during the year, net 17,390 450 17,840 Purchase accounting allocation adjustments 6,305 1,374 7,679 Changes due to foreign currency fluctuations — 6,320 6,320 Balance at March 31, 2016 $ 2,995,970 $ 794,046 $ 3,790,016 |
Amortizable Intangibles | At March 31, 2016 and December 31, 2015, the values of other intangible assets were as follows: In thousands March 31, 2016 December 31, 2015 Gross Carrying Amount Accumulated Amortization Net Value Gross Carrying Amount Accumulated Amortization Net Value Amortizable intangibles: Customer relationships $ 1,319,782 $ 162,831 $ 1,156,951 $ 1,304,388 $ 144,020 $ 1,160,368 Covenants not-to-compete 7,630 5,340 2,290 6,878 5,141 1,737 Tradenames 3,935 1,022 2,913 3,819 948 2,871 Other 16,834 1,314 15,520 18,902 916 17,986 Indefinite lived intangibles: Operating permits 234,888 — 234,888 233,101 — 233,101 Tradenames 428,282 — 428,282 426,498 — 426,498 Total $ 2,011,351 $ 170,507 $ 1,840,844 $ 1,993,586 $ 151,025 $ 1,842,561 |
Indefinite Lived Intangibles | The changes in the carrying amount of intangible assets since January 1, 2015 were as follows: In thousands Total Balance as of January 1, 2015 $ 909,645 Intangible assets acquired during the year, net 1,052,016 Impairments during the year (4,177 ) Amortization during the year (45,498 ) Changes due to foreign currency fluctuations (69,425 ) Balance as of December 31, 2015 1,842,561 Intangible assets acquired during the year, net 8,436 Amortization during the year (18,274 ) Changes due to foreign currency fluctuations 8,121 Balance at March 31, 2016 $ 1,840,844 |
Estimated Amortization Expense | The estimated amortization expense for each of the next five years, assuming no additional amortizable intangible assets, is as follows for the years ended December 31: In thousands 2016 $ 72,287 2017 72,300 2018 72,252 2019 72,095 2020 71,805 |
DEBT (Tables)
DEBT (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-term debt consisted of the following: In thousands March 31, 2016 December 31, 2015 Obligations under capital leases $ 14,308 $ 15,024 $1.20 billion senior credit facility weighted average rate 1.87%, due in 2019 455,911 353,763 $1.08 billion term loan weighted average rate 1.81%, due in 2020 1,079,000 1,250,000 $175 million private placement notes 3.89%, due in 2017 175,000 175,000 $125 million private placement notes 2.68%, due in 2019 125,000 125,000 $225 million private placement notes 4.47%, due in 2020 225,000 225,000 $150 million private placement notes 2.89%, due in 2021 150,000 150,000 $125 million private placement notes 3.26%, due in 2022 125,000 125,000 $200 million private placement notes 2.72%, due in 2022 200,000 200,000 $100 million private placement notes 2.79%, due in 2023 100,000 100,000 $150 million private placement notes 3.18%, due in 2023 150,000 150,000 Promissory notes and deferred consideration weighted average rate of 2.35% and weighted average maturity of 3.1 years 246,442 239,731 Foreign bank debt weighted average rate 7.40% and weighted average maturity of 2.0 years 106,488 105,530 Total debt 3,152,149 3,214,048 Less: current portion of total debt 114,066 161,409 Long-term portion of total debt $ 3,038,083 $ 3,052,639 |
GEOGRAPHIC INFORMATION (Tables)
GEOGRAPHIC INFORMATION (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Segment Reporting [Abstract] | |
Detailed Information for Reportable Segment | Detailed information for our United States reportable segment is as follows: In thousands Three Months Ended March 31, 2016 2015 Regulated and compliance solutions revenues $ 624,878 $ 452,269 Recall and returns solutions revenues 24,790 19,979 Total revenues $ 649,668 $ 472,248 Net interest expense 19,883 10,845 Income before income taxes 108,313 102,890 Income taxes 38,814 37,880 Net income attributable to Stericycle, Inc. $ 69,499 $ 65,010 Depreciation and amortization $ 31,570 $ 16,140 Detailed information for our International reportable segment is as follows: In thousands Three Months Ended March 31, 2016 2015 Regulated and compliance solutions revenues $ 224,513 $ 191,071 Net interest expense 4,158 7,753 Income before income taxes 7,318 4,967 Income taxes (778 ) (5,833 ) Net income 8,096 10,800 Less: net income attributable to noncontrolling interests 809 352 Net income attributable to Stericycle, Inc. $ 7,287 $ 10,448 Depreciation and amortization $ 16,844 $ 11,423 |
ACQUISITIONS - Summary of Acqui
ACQUISITIONS - Summary of Acquisition Location (Detail) | 3 Months Ended |
Mar. 31, 2016Entity | |
Business Acquisition [Line Items] | |
Number of acquisitions | 7 |
United States | |
Business Acquisition [Line Items] | |
Number of acquisitions | 5 |
Romania | |
Business Acquisition [Line Items] | |
Number of acquisitions | 1 |
Spain | |
Business Acquisition [Line Items] | |
Number of acquisitions | 1 |
ACQUISITIONS - Additional Infor
ACQUISITIONS - Additional Information (Detail) $ in Millions | 3 Months Ended | |
Mar. 31, 2016USD ($)Entity | Mar. 31, 2015USD ($) | |
Business Acquisition [Line Items] | ||
Number of acquisitions | Entity | 7 | |
Net increase in goodwill | $ 25.5 | |
Tax deductible goodwill amount | 20.7 | |
Net increase in Intangible Assets | 8.4 | |
Selling, general and administrative expenses | ||
Business Acquisition [Line Items] | ||
Acquisition related expenses | 3 | $ 3.3 |
Customer relationships | ||
Business Acquisition [Line Items] | ||
Acquired finite-lived intangible assets | $ 7.7 | |
Customer relationships | Minimum | ||
Business Acquisition [Line Items] | ||
Acquired finite-lived intangible assets, useful life | 10 years | |
Customer relationships | Maximum | ||
Business Acquisition [Line Items] | ||
Acquired finite-lived intangible assets, useful life | 40 years | |
Covenants not-to-compete | ||
Business Acquisition [Line Items] | ||
Acquired finite-lived intangible assets | $ 0.7 | |
Acquired finite-lived intangible assets, useful life | 5 years | |
Romania | ||
Business Acquisition [Line Items] | ||
Number of acquisitions | Entity | 1 | |
Spain | ||
Business Acquisition [Line Items] | ||
Number of acquisitions | Entity | 1 | |
United States | ||
Business Acquisition [Line Items] | ||
Net increase in goodwill | $ 23.7 | |
United States | Secure information destruction business | ||
Business Acquisition [Line Items] | ||
Number of acquisitions | Entity | 4 | |
United States | Acquisition One | Regulated and Compliance Solutions | ||
Business Acquisition [Line Items] | ||
Number of acquisitions | Entity | 1 | |
Business acquisition, ownership percentage acquired | 100.00% | |
International | ||
Business Acquisition [Line Items] | ||
Net increase in goodwill | $ 1.8 | |
International | Romania | Regulated and Compliance Solutions | ||
Business Acquisition [Line Items] | ||
Number of acquisitions | Entity | 1 | |
International | Spain | Regulated and Compliance Solutions | ||
Business Acquisition [Line Items] | ||
Number of acquisitions | Entity | 1 |
ACQUISITIONS - Aggregate Purcha
ACQUISITIONS - Aggregate Purchase Price Paid for Acquisitions and Other Adjustments to Consideration (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Business Combinations [Abstract] | ||
Cash | $ 24,884 | $ 34,210 |
Promissory notes | 11,595 | 7,618 |
Deferred consideration | 1,361 | 624 |
Contingent consideration | 57 | 13,301 |
Total purchase price | $ 37,897 | $ 55,753 |
ACQUISITIONS - Preliminary Purc
ACQUISITIONS - Preliminary Purchase Price Allocation and Other Adjustments to Purchase Price Allocations (Detail) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 | Mar. 31, 2015 | Dec. 31, 2014 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 3,790,016 | $ 3,758,177 | $ 2,418,832 | |
Series of Individually Immaterial Business Acquisitions [Member] | ||||
Business Acquisition [Line Items] | ||||
Fixed assets | 3,345 | $ (1,477) | ||
Intangibles | 8,436 | 19,791 | ||
Goodwill | 25,519 | 41,190 | ||
Accounts receivable | 1,715 | 4,217 | ||
Net other assets/ (liabilities) | 133 | 59 | ||
Current liabilities | (201) | (4,650) | ||
Net deferred tax liabilities | (1,050) | (3,377) | ||
Total purchase price allocation | $ 37,897 | $ 55,753 |
NEW ACCOUNTING STANDARDS - Addi
NEW ACCOUNTING STANDARDS - Additional Information (Detail) $ in Millions | 3 Months Ended |
Mar. 31, 2016USD ($) | |
Accounting Changes And Error Corrections [Abstract] | |
Income tax effects in earnings | $ 2.9 |
FAIR VALUE MEASUREMENTS - Fair
FAIR VALUE MEASUREMENTS - Fair Value Measurements (Detail) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Assets: | ||
Cash and cash equivalents | $ 45,655 | $ 55,634 |
Short-term investments | 64 | 69 |
Derivative financial instruments | 954 | 1,207 |
Total assets | 46,673 | 56,910 |
Liabilities: | ||
Contingent consideration | 22,967 | 25,390 |
Total liabilities | 22,967 | 25,390 |
Level 1 Inputs [Member] | ||
Assets: | ||
Cash and cash equivalents | 45,655 | 55,634 |
Short-term investments | 64 | 69 |
Derivative financial instruments | 0 | 0 |
Total assets | 45,719 | 55,703 |
Liabilities: | ||
Contingent consideration | 0 | 0 |
Total liabilities | 0 | 0 |
Level 2 Inputs [Member] | ||
Assets: | ||
Cash and cash equivalents | 0 | 0 |
Short-term investments | 0 | 0 |
Derivative financial instruments | 954 | 1,207 |
Total assets | 954 | 1,207 |
Liabilities: | ||
Contingent consideration | 0 | 0 |
Total liabilities | 0 | 0 |
Level 3 Inputs [Member] | ||
Assets: | ||
Cash and cash equivalents | 0 | 0 |
Short-term investments | 0 | 0 |
Derivative financial instruments | 0 | 0 |
Total assets | 0 | 0 |
Liabilities: | ||
Contingent consideration | 22,967 | 25,390 |
Total liabilities | $ 22,967 | $ 25,390 |
FAIR VALUE MEASUREMENTS - Addit
FAIR VALUE MEASUREMENTS - Additional Information (Detail) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Derivative asset | $ 954 | $ 1,207 |
Contingent consideration liabilities | 22,967 | 25,390 |
Debt obligations, carrying amount | 3,152,149 | 3,214,048 |
Maximum | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Maximum contingent liability if financial performance measures were fully met | 40,200 | |
Level 3 Inputs [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Derivative asset | 0 | 0 |
Contingent consideration liabilities | 22,967 | 25,390 |
Level 3 Inputs [Member] | Current Liabilities [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Contingent consideration liabilities | 6,900 | |
Level 2 Inputs [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Derivative asset | 954 | 1,207 |
Contingent consideration liabilities | 0 | 0 |
Debt obligations, fair value | $ 3,130,000 | $ 3,220,000 |
FAIR VALUE MEASUREMENTS - Chang
FAIR VALUE MEASUREMENTS - Changes to Contingent Consideration (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Business Combination, Contingent Consideration, Liability [Roll Forward] | ||
Contingent consideration at January 1, 2016 | $ 25,390 | |
Increases due to acquisitions | 57 | $ 13,301 |
Decrease due to payments | (1,000) | |
Changes due to foreign currency fluctuations | 1,164 | |
Changes in fair value reflected in Selling, general, and administrative expenses | (2,644) | |
Contingent consideration at March 31, 2016 | $ 22,967 |
INCOME TAXES (Details)
INCOME TAXES (Details) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Income Tax Disclosure [Abstract] | ||
Effective tax rate | 32.90% | 29.70% |
STOCK BASED COMPENSATION - Expe
STOCK BASED COMPENSATION - Expense Resulting from Stock Option Awards and ESPP (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 6,105 | $ 5,487 |
Stock Options [Member] | Cost of revenues | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | 15 | 23 |
Stock Options [Member] | Selling, general and administrative expenses | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | 4,752 | 4,729 |
Restricted Stock Units (RSUs) [Member] | Selling, general and administrative expenses | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | 559 | 346 |
ESPP [Member] | Selling, general and administrative expenses | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 779 | $ 389 |
STOCK BASED COMPENSATION - Stoc
STOCK BASED COMPENSATION - Stock Option Activity (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Number of Options | ||
Outstanding at beginning of year | 5,334,803 | |
Granted | 1,008,569 | 860,534 |
Exercised | (306,088) | |
Forfeited | (28,412) | |
Canceled or expired | (1,939) | |
Outstanding at March 31, 2016 | 6,006,933 | |
Exercisable at March 31, 2016 | 3,225,121 | |
Weighted Average Exercise Price per Share | ||
Outstanding at beginning of year | $ 92.02 | |
Granted | 111.29 | |
Exercised | 73.22 | |
Forfeited | 118.19 | |
Canceled or expired | 86.92 | |
Outstanding at March 31, 2016 | 96.10 | |
Exercisable at March 31, 2016 | $ 80.59 | |
Weighted Average Remaining Contractual Life | ||
Outstanding at March 31, 2016 | 5 years 11 months 1 day | |
Exercisable at March 31, 2016 | 4 years 11 months 5 days | |
Total Aggregate Intrinsic Value | ||
Outstanding at March 31, 2016 | $ 185,247 | |
Exercisable at March 31, 2016 | $ 147,947 |
STOCK BASED COMPENSATION - Addi
STOCK BASED COMPENSATION - Additional Information (Detail) $ in Millions | 3 Months Ended |
Mar. 31, 2016USD ($)shares | |
Stock Options [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized compensation expenses related to non-vested option awards | $ 38.7 |
Weighted average period of recognition for unrecognized compensation expenses | 3 years 6 months 29 days |
Restricted Stock Units (RSUs) [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Weighted average period of recognition for unrecognized compensation expenses | 3 years 1 month 24 days |
Award vesting period | annually |
Ratio of share reserve related to RSUs granted | shares | 2 |
Unrecognized compensation expenses related to RSUs | $ 8.9 |
Restricted Stock Units (RSUs) [Member] | Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Award vesting period | 3 years |
Restricted Stock Units (RSUs) [Member] | Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Award vesting period | 5 years |
STOCK BASED COMPENSATION - Intr
STOCK BASED COMPENSATION - Intrinsic Value of Options Exercised (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Total intrinsic value of options exercised | $ 13,229 | $ 29,525 |
STOCK BASED COMPENSATION - Assu
STOCK BASED COMPENSATION - Assumptions used in Black-Scholes Model (Detail) - $ / shares | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Stock options granted (shares) | 1,008,569 | 860,534 |
Weighted average fair value at grant date | $ 20.19 | $ 22.84 |
Expected term (in years) | 4 years 9 months 4 days | 4 years 9 months 15 days |
Expected volatility | 18.02% | 16.62% |
Expected dividend yield | 0.00% | 0.00% |
Risk free interest rate | 1.26% | 1.48% |
STOCK BASED COMPENSATION - Rest
STOCK BASED COMPENSATION - Restricted Stock Units Activity (Detail) $ / shares in Units, $ in Thousands | 3 Months Ended |
Mar. 31, 2016USD ($)$ / sharesshares | |
Number of Restricted Stock Units | |
Non-vested at beginning of year | shares | 71,451 |
Granted | shares | 53,267 |
Non-vested at March 31, 2016 | shares | 124,718 |
Weighted Average Grant Date Fair Value Per Share | |
Non-vested at beginning of year | $ / shares | $ 101.29 |
Granted | $ / shares | 111.12 |
Non-vested at March 31, 2016 | $ / shares | $ 105.57 |
Weighted Average Remaining Contractual Life | |
Non-vested at March 31, 2016 | 2 years 4 months 2 days |
Total Aggregate Intrinsic Value | |
Non-vested at March 31, 2016 | $ | $ 15,738 |
PREFERRED STOCK - Additional In
PREFERRED STOCK - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | Sep. 15, 2015 | Mar. 31, 2016 | Dec. 31, 2015 |
Class of Stock [Line Items] | |||
Depositary Shares, Liquidation Preference Per Share | $ 100 | ||
Series A preferred stock | |||
Class of Stock [Line Items] | |||
Preferred stock, authorized (in shares) | 1,000,000 | 1,000,000 | |
Preferred stock, issued (in shares) | 770,000 | 770,000 | |
Depositary shares (in shares) | 7,700,000 | ||
Preferred stock, dividend rate | 5.25% | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 |
Issuance of preferred stock (in dollars per share) | $ 100 | ||
Gross proceeds from issuance of preferred stock | $ 770 | ||
Preferred stock, liquidation preference (in dollars per share) | $ 1,000 | ||
Series A preferred stock | Minimum | |||
Class of Stock [Line Items] | |||
Common stock issuable upon conversion (in shares) | 5.8716 | ||
Series A preferred stock | Maximum | |||
Class of Stock [Line Items] | |||
Common stock issuable upon conversion (in shares) | 7.3394 |
EARNINGS PER COMMON SHARE - Com
EARNINGS PER COMMON SHARE - Computation of Basic and Diluted Net Income Per Share (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Numerator: | ||
Net income attributable to Stericycle, Inc. | $ 76,786 | $ 75,458 |
Less: mandatory convertible preferred stock dividend | 10,106 | 0 |
Net Income Attributable to Stericycle, Inc. Common Shareholders | $ 66,680 | $ 75,458 |
Denominator: | ||
Denominator for basic earnings per share-weighted average shares (in shares) | 84,705,000 | 85,037,823 |
Effect of diluted securities: | ||
Employee stock based awards (in shares) | 1,140,501 | 1,319,183 |
Mandatory convertible preferred stock (in shares) | 0 | 0 |
Denominator for diluted earnings per share-adjusted weighted average shares and after assumed exercises (in shares) | 85,845,501 | 86,357,006 |
Earnings per share – Basic (in dollars per share) | $ 0.79 | $ 0.89 |
Earnings per share – Diluted (in dollars per share) | $ 0.78 | $ 0.87 |
Series A preferred stock | ||
Effect of diluted securities: | ||
Antidilutive shares excluded from computation of diluted earnings per share (in shares) | 5,651,376 |
GOODWILL AND OTHER INTANGIBLE47
GOODWILL AND OTHER INTANGIBLE ASSETS - Additional Information (Detail) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2016USD ($)Segment | Mar. 31, 2015USD ($) | Dec. 31, 2015USD ($) | |
Intangible Assets By Major Class [Line Items] | |||
Number of geographical reportable segments | Segment | 2 | ||
Aggregate amortization expense | $ | $ 18,274 | $ 8,797 | $ 45,498 |
Customer relationships | |||
Intangible Assets By Major Class [Line Items] | |||
Finite lived intangible assets, weighted average remaining useful life | 19 years 1 month 6 days | ||
Customer relationships | Maximum | |||
Intangible Assets By Major Class [Line Items] | |||
Finite-lived intangible assets, useful life | 40 years | ||
Customer relationships | Minimum | |||
Intangible Assets By Major Class [Line Items] | |||
Finite-lived intangible assets, useful life | 10 years | ||
Covenants not-to-compete | |||
Intangible Assets By Major Class [Line Items] | |||
Finite lived intangible assets, weighted average remaining useful life | 4 years 4 months 24 days | ||
Covenants not-to-compete | Maximum | |||
Intangible Assets By Major Class [Line Items] | |||
Finite-lived intangible assets, useful life | 14 years | ||
Covenants not-to-compete | Minimum | |||
Intangible Assets By Major Class [Line Items] | |||
Finite-lived intangible assets, useful life | 5 years | ||
Tradenames | |||
Intangible Assets By Major Class [Line Items] | |||
Finite lived intangible assets, weighted average remaining useful life | 16 years 10 months 24 days | ||
Tradenames | Maximum | |||
Intangible Assets By Major Class [Line Items] | |||
Finite-lived intangible assets, useful life | 40 years | ||
Tradenames | Minimum | |||
Intangible Assets By Major Class [Line Items] | |||
Finite-lived intangible assets, useful life | 15 years | ||
Other | |||
Intangible Assets By Major Class [Line Items] | |||
Finite lived intangible assets, weighted average remaining useful life | 18 years 6 months |
GOODWILL AND OTHER INTANGIBLE48
GOODWILL AND OTHER INTANGIBLE ASSETS - Changes in Carrying Amount of Goodwill (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
Goodwill [Roll Forward] | ||
Beginning Balance | $ 3,758,177 | $ 2,418,832 |
Goodwill acquired during the year, net | 17,840 | 1,450,950 |
Purchase accounting allocation adjustments | 7,679 | (28,277) |
Goodwill other changes | (440) | |
Changes due to foreign currency fluctuations | 6,320 | (82,888) |
Ending Balance | 3,790,016 | 3,758,177 |
United States | ||
Goodwill [Roll Forward] | ||
Beginning Balance | 2,972,275 | 1,838,739 |
Goodwill acquired during the year, net | 17,390 | 1,177,431 |
Purchase accounting allocation adjustments | 6,305 | (43,895) |
Ending Balance | 2,995,970 | 2,972,275 |
International | ||
Goodwill [Roll Forward] | ||
Beginning Balance | 785,902 | 580,093 |
Goodwill acquired during the year, net | 450 | 273,519 |
Purchase accounting allocation adjustments | 1,374 | 15,618 |
Goodwill other changes | (440) | |
Changes due to foreign currency fluctuations | 6,320 | (82,888) |
Ending Balance | $ 794,046 | $ 785,902 |
GOODWILL AND OTHER INTANGIBLE49
GOODWILL AND OTHER INTANGIBLE ASSETS - Values of Intangible Assets (Detail) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Intangible Assets By Major Class [Line Items] | |||
Gross Carrying Amount | $ 2,011,351 | $ 1,993,586 | |
Accumulated Amortization | 170,507 | 151,025 | |
Net Value | 1,840,844 | 1,842,561 | $ 909,645 |
Operating permits | |||
Intangible Assets By Major Class [Line Items] | |||
Gross Carrying Amount | 234,888 | 233,101 | |
Net Value | 234,888 | 233,101 | |
Tradenames | |||
Intangible Assets By Major Class [Line Items] | |||
Gross Carrying Amount | 428,282 | 426,498 | |
Net Value | 428,282 | 426,498 | |
Customer relationships | |||
Intangible Assets By Major Class [Line Items] | |||
Gross Carrying Amount | 1,319,782 | 1,304,388 | |
Accumulated Amortization | 162,831 | 144,020 | |
Net Value | 1,156,951 | 1,160,368 | |
Covenants not-to-compete | |||
Intangible Assets By Major Class [Line Items] | |||
Gross Carrying Amount | 7,630 | 6,878 | |
Accumulated Amortization | 5,340 | 5,141 | |
Net Value | 2,290 | 1,737 | |
Tradenames | |||
Intangible Assets By Major Class [Line Items] | |||
Gross Carrying Amount | 3,935 | 3,819 | |
Accumulated Amortization | 1,022 | 948 | |
Net Value | 2,913 | 2,871 | |
Other | |||
Intangible Assets By Major Class [Line Items] | |||
Gross Carrying Amount | 16,834 | 18,902 | |
Accumulated Amortization | 1,314 | 916 | |
Net Value | $ 15,520 | $ 17,986 |
GOODWILL AND OTHER INTANGIBLE50
GOODWILL AND OTHER INTANGIBLE ASSETS - Rollforward of Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Finite-lived and Indefinite-lived Intangible Assets [Roll Forward] | |||
Beginning of period | $ 1,842,561 | $ 909,645 | $ 909,645 |
Intangible assets acquired during the year, net | 8,436 | 1,052,016 | |
Impairments during the year | (4,177) | ||
Amortization during the year | (18,274) | $ (8,797) | (45,498) |
Changes due to foreign currency fluctuations | 8,121 | (69,425) | |
End of period | $ 1,840,844 | $ 1,842,561 |
GOODWILL AND OTHER INTANGIBLE51
GOODWILL AND OTHER INTANGIBLE ASSETS - Estimated Amortization Expense (Detail) $ in Thousands | Mar. 31, 2016USD ($) |
Goodwill And Intangible Assets Disclosure [Abstract] | |
2,016 | $ 72,287 |
2,017 | 72,300 |
2,018 | 72,252 |
2,019 | 72,095 |
2,020 | $ 71,805 |
ENVIRONMENTAL REMEDIATION LIA52
ENVIRONMENTAL REMEDIATION LIABILITIES - Additional Information (Details) $ in Millions | Mar. 31, 2016USD ($) |
Site Contingency [Line Items] | |
Environmental remediation liabilities | $ 30.4 |
Accrued Liabilities [Member] | |
Site Contingency [Line Items] | |
Environmental remediation liabilities | 1.5 |
Other Liabilities [Member] | |
Site Contingency [Line Items] | |
Environmental remediation liabilities | $ 28.9 |
DEBT - Schedule of Long-Term De
DEBT - Schedule of Long-Term Debt (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Dec. 31, 2015 | |
Debt Instrument [Line Items] | ||
Total debt | $ 3,152,149,000 | $ 3,214,048,000 |
Less: current portion of total debt | 114,066,000 | 161,409,000 |
Long-term portion of total debt | 3,038,083,000 | 3,052,639,000 |
Obligations under capital leases | ||
Debt Instrument [Line Items] | ||
Total debt | 14,308,000 | 15,024,000 |
$1.20 billion senior credit facility weighted average rate 1.87%, due in 2019 | ||
Debt Instrument [Line Items] | ||
Total debt | 455,911,000 | 353,763,000 |
Maximum borrowing capacity of line of credit facility | $ 1,200,000,000 | |
Long-term Debt, Weighted Average Interest Rate | 1.87% | |
$1.08 billion term loan weighted average rate 1.81%, due in 2020 | ||
Debt Instrument [Line Items] | ||
Total debt | $ 1,079,000,000 | 1,250,000,000 |
Maximum borrowing capacity of line of credit facility | $ 1,080,000,000 | |
Stated interest rate | 1.81% | |
$175 million private placement notes 3.89%, due in 2017 | ||
Debt Instrument [Line Items] | ||
Total debt | $ 175,000,000 | 175,000,000 |
Stated interest rate | 3.89% | |
Long-term debt, face amount | $ 175,000,000 | |
$125 million private placement notes 2.68%, due in 2019 | ||
Debt Instrument [Line Items] | ||
Total debt | $ 125,000,000 | 125,000,000 |
Stated interest rate | 2.68% | |
Long-term debt, face amount | $ 125,000,000 | |
$225 million private placement notes 4.47%, due in 2020 | ||
Debt Instrument [Line Items] | ||
Total debt | $ 225,000,000 | 225,000,000 |
Stated interest rate | 4.47% | |
Long-term debt, face amount | $ 225,000,000 | |
$150 million private placement notes 2.89%, due in 2021 | ||
Debt Instrument [Line Items] | ||
Total debt | $ 150,000,000 | 150,000,000 |
Stated interest rate | 2.89% | |
Long-term debt, face amount | $ 150,000,000 | |
$125 million private placement notes 3.26%, due in 2022 | ||
Debt Instrument [Line Items] | ||
Total debt | $ 125,000,000 | 125,000,000 |
Stated interest rate | 3.26% | |
Long-term debt, face amount | $ 125,000,000 | |
$200 million private placement notes 2.72%, due in 2022 | ||
Debt Instrument [Line Items] | ||
Total debt | $ 200,000,000 | 200,000,000 |
Stated interest rate | 2.72% | |
Long-term debt, face amount | $ 200,000,000 | |
$100 million private placement notes 2.79%, due in 2023 | ||
Debt Instrument [Line Items] | ||
Total debt | $ 100,000,000 | 100,000,000 |
Stated interest rate | 2.79% | |
Long-term debt, face amount | $ 100,000,000 | |
$150 million private placement notes 3.18%, due in 2023 | ||
Debt Instrument [Line Items] | ||
Total debt | $ 150,000,000 | 150,000,000 |
Stated interest rate | 3.18% | |
Long-term debt, face amount | $ 150,000,000 | |
Promissory notes and deferred consideration weighted average rate of 2.35% and weighted average maturity of 3.1 years | ||
Debt Instrument [Line Items] | ||
Total debt | $ 246,442,000 | 239,731,000 |
Long-term Debt, Weighted Average Interest Rate | 2.35% | |
Long Term Debt Maturity | 3 years 1 month 6 days | |
Foreign bank debt weighted average rate 7.40% and weighted average maturity of 2.0 years | ||
Debt Instrument [Line Items] | ||
Total debt | $ 106,488,000 | $ 105,530,000 |
Long-term Debt, Weighted Average Interest Rate | 7.40% | |
Long Term Debt Maturity | 2 years |
DEBT - Additional Information (
DEBT - Additional Information (Detail) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
$1.20 billion senior credit facility weighted average rate 1.87%, due in 2019 | ||
Debt Instrument [Line Items] | ||
Maximum borrowing capacity of line of credit facility | $ 1,200,000,000 | |
Revolving credit facility, amount committed to outstanding letters of credit | 159,800,000 | $ 160,400,000 |
Revolving credit facility, unused portion | 584,300,000 | $ 685,800,000 |
Term loan maturing in August 2020 | ||
Debt Instrument [Line Items] | ||
Maximum borrowing capacity of line of credit facility | 1,080,000,000 | |
$175 million private placement notes 3.89%, due in 2017 | ||
Debt Instrument [Line Items] | ||
Long-term debt, face amount | 175,000,000 | |
$125 million private placement notes 2.68%, due in 2019 | ||
Debt Instrument [Line Items] | ||
Long-term debt, face amount | 125,000,000 | |
$225 million private placement notes 4.47%, due in 2020 | ||
Debt Instrument [Line Items] | ||
Long-term debt, face amount | 225,000,000 | |
$150 million private placement notes 2.89%, due in 2021 | ||
Debt Instrument [Line Items] | ||
Long-term debt, face amount | 150,000,000 | |
$125 million private placement notes 3.26%, due in 2022 | ||
Debt Instrument [Line Items] | ||
Long-term debt, face amount | 125,000,000 | |
$200 million private placement notes 2.72%, due in 2022 | ||
Debt Instrument [Line Items] | ||
Long-term debt, face amount | 200,000,000 | |
$100 million private placement notes 2.79%, due in 2023 | ||
Debt Instrument [Line Items] | ||
Long-term debt, face amount | 100,000,000 | |
$150 million private placement notes 3.18%, due in 2023 | ||
Debt Instrument [Line Items] | ||
Long-term debt, face amount | $ 150,000,000 |
GEOGRAPHIC INFORMATION - Additi
GEOGRAPHIC INFORMATION - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2016Segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 2 |
Number of reportable segments | 2 |
GEOGRAPHIC INFORMATION - Detail
GEOGRAPHIC INFORMATION - Detailed Information for Reporting Segment (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Segment Reporting Information [Line Items] | |||
Revenues | $ 874,181 | $ 663,319 | |
Income before income taxes | 115,631 | 107,857 | |
Income taxes | 38,036 | 32,047 | |
Net Income | 77,595 | 75,810 | $ 268,013 |
Less: net income attributable to noncontrolling interests | 809 | 352 | |
Net Income Attributable to Stericycle, Inc. | 76,786 | 75,458 | |
United States | |||
Segment Reporting Information [Line Items] | |||
Revenues | 649,668 | 472,248 | |
Net interest expense | 19,883 | 10,845 | |
Income before income taxes | 108,313 | 102,890 | |
Income taxes | 38,814 | 37,880 | |
Net Income Attributable to Stericycle, Inc. | 69,499 | 65,010 | |
Depreciation and amortization | 31,570 | 16,140 | |
United States | Regulated and Compliance Solutions | |||
Segment Reporting Information [Line Items] | |||
Revenues | 624,878 | 452,269 | |
United States | Recall and Returns Solutions | |||
Segment Reporting Information [Line Items] | |||
Revenues | 24,790 | 19,979 | |
International | |||
Segment Reporting Information [Line Items] | |||
Net interest expense | 4,158 | 7,753 | |
Income before income taxes | 7,318 | 4,967 | |
Income taxes | (778) | (5,833) | |
Net Income | 8,096 | 10,800 | |
Less: net income attributable to noncontrolling interests | 809 | 352 | |
Net Income Attributable to Stericycle, Inc. | 7,287 | 10,448 | |
Depreciation and amortization | 16,844 | 11,423 | |
International | Regulated and Compliance Solutions | |||
Segment Reporting Information [Line Items] | |||
Revenues | $ 224,513 | $ 191,071 |