Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2019 | Oct. 28, 2019 | |
Document Information [Line Items] | ||
Entity Registrant Name | STERICYCLE INC | |
Entity Central Index Key | 0000861878 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | SRCL | |
Title of 12(b) Security | Common Stock, par value $0.01 per share | |
Security Exchange Name | NASDAQ | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 91,127,712 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Shell Company | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 1-37556 | |
Entity Tax Identification Number | 36-3640402 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 2355 Waukegan Road | |
Entity Address, City or Town | Bannockburn | |
Entity Address, State or Province | IL | |
Entity Address, Postal Zip Code | 60015 | |
City Area Code | 847 | |
Local Phone Number | 367-5910 | |
Former Address | ||
Document Information [Line Items] | ||
Entity Address, Address Line One | 28161 North Keith Drive | |
Entity Address, City or Town | Lake Forest | |
Entity Address, State or Province | IL | |
Entity Address, Postal Zip Code | 60045 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF (LOSS) INCOME - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Income Statement [Abstract] | ||||
Revenues | $ 833.1 | $ 854.9 | $ 2,509 | $ 2,633.2 |
Cost of revenues | 537.8 | 519.4 | 1,614 | 1,585.9 |
Gross profit | 295.3 | 335.5 | 895 | 1,047.3 |
Selling, general and administrative expenses | 247.4 | 267.2 | 805.1 | 851.1 |
Held-for-sale impairments | 82.4 | 82.4 | 11.4 | |
Goodwill impairment | 20.9 | |||
(Loss) income from operations | (34.5) | 68.3 | (13.4) | 184.8 |
Interest expense, net | (29.9) | (27.7) | (91.1) | (77.3) |
Loss on early extinguishment of debt | (23.1) | |||
Other expense, net | (3.2) | (6.2) | (7.2) | (6.8) |
(Loss) income before income taxes | (67.6) | 34.4 | (134.8) | 100.7 |
Income tax benefit (expense) | 8.6 | (10.9) | 8 | (27.1) |
Net (loss) income | (59) | 23.5 | (126.8) | 73.6 |
Net (income) loss attributable to noncontrolling interests | (0.2) | (0.7) | 0.1 | |
Net (loss) income attributable to Stericycle, Inc. | (59.2) | 23.5 | (127.5) | 73.7 |
Mandatory convertible preferred stock dividend | (8.4) | (25.5) | ||
Gain on repurchases of preferred stock | 2.4 | 16.9 | ||
Net (loss) income attributable to Stericycle, Inc. common shareholders | $ (59.2) | $ 17.5 | $ (127.5) | $ 65.1 |
(Loss) earnings per common share attributable to Stericycle, Inc. common shareholders: | ||||
Basic | $ (0.65) | $ 0.20 | $ (1.40) | $ 0.76 |
Diluted | $ (0.65) | $ 0.20 | $ (1.40) | $ 0.76 |
Weighted average number of common shares outstanding: | ||||
Basic | 91.1 | 86.7 | 91 | 85.9 |
Diluted | 91.1 | 86.8 | 91 | 86.1 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
Net (loss) income | $ (59) | $ 23.5 | $ (126.8) | $ 73.6 |
Other comprehensive (loss) income: | ||||
Foreign currency translation adjustments | (28.9) | 3 | (22.8) | (56.9) |
Amortization of cash flow hedge into income, net of tax expense ($0.0 and $0.1 and $0.2 and $0.3) for the three and nine months ended September 30, 2019 and 2018, respectively | 0.3 | 0.4 | 0.8 | |
Change in fair value of cash flow hedge, net of tax expense ($0.0 and $0.0 and $0.1 and $0.0) for the three and nine months ended September 30, 2019 and 2018, respectively | 0.2 | |||
Reclassification of cash flow hedge, net of tax expense ($1.1) for the nine months ended September 30, 2019 to Net (loss) | 2.3 | |||
Total other comprehensive (loss) income | (28.9) | 3.3 | (19.9) | (56.1) |
Comprehensive (loss) income | (87.9) | 26.8 | (146.7) | 17.5 |
Less: comprehensive income (loss) attributable to noncontrolling interests | 0.1 | 0.9 | (0.7) | |
Comprehensive (loss) income attributable to Stericycle, Inc. common shareholders | $ (88) | $ 26.8 | $ (147.6) | $ 18.2 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
Amortization of cash flow hedge into income, tax expense | $ 0 | $ 0.1 | $ 0.2 | $ 0.3 |
Change in fair value of cash flow hedge, tax expense | $ 0 | $ 0 | 0.1 | $ 0 |
Reclassification of cash flow hedge, tax expense to net (loss) | $ 1.1 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Sep. 30, 2019 | Dec. 31, 2018 |
Current Assets: | ||
Cash and cash equivalents | $ 30.8 | $ 34.3 |
Accounts receivable, less allowance for doubtful accounts of $70.8 in 2019 and $71.9 in 2018 | 562.8 | 599.6 |
Prepaid expenses | 72.6 | 50 |
Other current assets | 54.1 | 63.4 |
Assets held-for-sale | 30.2 | |
Total Current Assets | 750.5 | 747.3 |
Property, plant and equipment, less accumulated depreciation of $753.7 in 2019 and $678.1 in 2018 | 785.7 | 743.5 |
Operating lease right-of-use assets | 391.5 | |
Goodwill | 3,178.4 | 3,222.2 |
Intangible assets, less accumulated amortization of $571.3 in 2019 and $499.9 in 2018 | 1,466.8 | 1,637.7 |
Other assets | 103.4 | 104.8 |
Total Assets | 6,676.3 | 6,455.5 |
Current Liabilities: | ||
Current portion of long-term debt | 111.9 | 104.3 |
Bank overdrafts | 4.1 | 14.8 |
Accounts payable | 216.9 | 225.8 |
Accrued liabilities | 319.8 | 340.8 |
Operating lease liabilities | 88.4 | |
Other current liabilities | 37.2 | 47.5 |
Liabilities held-for-sale | 17.4 | |
Total Current Liabilities | 795.7 | 733.2 |
Long-term debt, net | 2,617 | 2,663.9 |
Long-term operating lease liabilities | 320.7 | |
Deferred income taxes | 330.5 | 307.3 |
Long-term taxes payable | 66.4 | 83.3 |
Other liabilities | 68.7 | 70.7 |
Total Liabilities | 4,199 | 3,858.4 |
Commitments and contingencies | ||
Equity: | ||
Preferred stock (par value $0.01 per share, 1.0 shares authorized, 0.0 issued and outstanding in 2019 and 2018, respectively) | ||
Common stock (par value $0.01 per share, 120.0 shares authorized, 91.1 and 90.7 issued and outstanding in 2019 and 2018, respectively) | 0.9 | 0.9 |
Additional paid-in capital | 1,196.5 | 1,162.6 |
Retained earnings | 1,661.7 | 1,789.2 |
Accumulated other comprehensive loss | (385.4) | (365.3) |
Total Stericycle, Inc.’s Equity | 2,473.7 | 2,587.4 |
Noncontrolling interests | 3.6 | 9.7 |
Total Equity | 2,477.3 | 2,597.1 |
Total Liabilities and Equity | $ 6,676.3 | $ 6,455.5 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Millions | Sep. 30, 2019 | Dec. 31, 2018 |
Statement Of Financial Position [Abstract] | ||
Accounts receivable, allowance for doubtful accounts | $ 70.8 | $ 71.9 |
Property, plant and equipment, accumulated depreciation | 753.7 | 678.1 |
Intangible assets, accumulated amortization | $ 571.3 | $ 499.9 |
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) | 0 | 0 |
Preferred stock, outstanding (in shares) | 0 | 0 |
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) | 91,100,000 | 90,700,000 |
Common stock, outstanding (in shares) | 91,100,000 | 90,700,000 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
OPERATING ACTIVITIES: | ||
Net (loss) income | $ (126.8) | $ 73.6 |
Adjustments to reconcile net (loss) income to net cash from operating activities: | ||
Depreciation | 96.6 | 95.6 |
Intangible amortization | 110.5 | 96.6 |
Loss on early extinguishment of debt and related charges | 26.5 | |
Stock-based compensation expense | 13.7 | 19.5 |
Deferred income taxes | 18.7 | 9.5 |
Goodwill and other impairment charges and losses (gains) on divestiture of businesses, net | 108.1 | 26.8 |
Other, net | 0.6 | (2.9) |
Changes in operating assets and liabilities, net of the effects of acquisitions, held-for-sale reclassifications, and divestitures: | ||
Accounts receivable | 6.3 | (1.8) |
Prepaid expenses | (28.3) | (22.5) |
Accounts payable | 4.4 | 17.8 |
Accrued liabilities | (30.5) | (226.2) |
Other assets and liabilities | 1.4 | 3.9 |
Net cash from operating activities | 201.2 | 89.9 |
INVESTING ACTIVITIES: | ||
Capital expenditures | (161.2) | (96.9) |
Payments for acquisitions, net of cash acquired | (0.2) | (39.6) |
Proceeds from divestiture of businesses | 17.8 | 25.2 |
Other, net | 2.3 | 1.9 |
Net cash from investing activities | (141.3) | (109.4) |
FINANCING ACTIVITIES: | ||
Repayments of long-term debt and other obligations | (38.2) | (44.9) |
Proceeds from foreign bank debt | 10.9 | 8.7 |
Repayment of foreign bank debt | (7.4) | (14.9) |
Proceeds from Term Loan | 365 | |
Repayment of Term Loan | (40.2) | (35.6) |
Proceeds from issuance of Senior Notes | 600 | |
Proceeds from Senior Credit Facility | 1,292.1 | 1,334.2 |
Repayment of Senior Credit Facility | (1,141.3) | (1,189.1) |
Repayments of private placement notes | (1,075) | |
Payments on early extinguishment of debt | (20.4) | |
(Repayments of) proceeds from bank overdrafts, net | (9.8) | 0.9 |
Payments of capital lease obligations | (2.4) | (5.1) |
Payment of debt issuance costs | (8.8) | |
Proceeds from issuance of common stock, net of shares withheld for tax | 16.2 | 20.1 |
Payments for repurchase of mandatory convertible preferred stock | (17.2) | |
Dividends paid on mandatory convertible preferred stock | (25.5) | |
Payments to noncontrolling interest | (0.7) | (0.2) |
Net cash from financing activities | (60) | 31.4 |
Effect of exchange rate changes on cash and cash equivalents | (3.4) | (2.1) |
Net change in cash and cash equivalents | (3.5) | 9.8 |
Cash and cash equivalents at beginning of period | 34.3 | 42.2 |
Cash and cash equivalents at end of period | 30.8 | 52 |
SUPPLEMENTAL CASH FLOW INFORMATION: | ||
Net issuances of obligations for acquisitions | 0.3 | 27.7 |
Capital expenditures in accounts payable | 22.3 | 18.2 |
Interest paid during the period, net of capitalized interest | 69.7 | 62.2 |
Income taxes paid during the period, net of refunds | $ 7.3 | $ 21.5 |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - USD ($) shares in Millions, $ in Millions | Total | Preferred Stock | Common Stock | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Noncontrolling Interests |
Beginning Balance at Dec. 31, 2017 | $ 2,908.6 | $ 0.9 | $ 1,153.2 | $ 2,029.5 | $ (287) | $ 12 | |
Beginning Balance (in shares) at Dec. 31, 2017 | 0.7 | 85.5 | |||||
Cumulative effect of new accounting standard, net of tax | 13 | 13 | |||||
Net (loss) income | 73.6 | 73.7 | (0.1) | ||||
Currency translation adjustment | (56.9) | (56.3) | (0.6) | ||||
Change in qualifying cash flow hedge, net of tax expense | 0.8 | 0.8 | |||||
Issuance of common stock for exercise of options, RSU vesting, and employee stock purchases, net | 16.9 | 16.9 | |||||
Issuance of common stock for exercise of options, RSU vesting, and employee stock purchases, net (in shares) | 0.4 | ||||||
Repurchase and cancellation of convertible preferred stock | (17.2) | (34.1) | 16.9 | ||||
Repurchase and cancellation of convertible preferred stock (in shares) | (0.1) | ||||||
Conversion of convertible preferred stock to common stock, (in shares) | (0.6) | 4.7 | |||||
Preferred stock dividend | (25.5) | (25.5) | |||||
Stock compensation expense | 19.5 | 19.5 | |||||
Payment to noncontrolling interest | (0.2) | (0.2) | |||||
Ending Balance at Sep. 30, 2018 | 2,932.6 | $ 0.9 | 1,155.5 | 2,107.6 | (342.5) | 11.1 | |
Ending Balance (in shares) at Sep. 30, 2018 | 90.6 | ||||||
Beginning Balance at Jun. 30, 2018 | 2,901.6 | $ 0.9 | 1,145.1 | 2,090.1 | (345.8) | 11.3 | |
Beginning Balance (in shares) at Jun. 30, 2018 | 0.6 | 85.7 | |||||
Net (loss) income | 23.5 | 23.5 | |||||
Currency translation adjustment | 3 | 3 | |||||
Change in qualifying cash flow hedge, net of tax expense | 0.3 | 0.3 | |||||
Issuance of common stock for exercise of options, RSU vesting, and employee stock purchases, net | 8.5 | 8.5 | |||||
Issuance of common stock for exercise of options, RSU vesting, and employee stock purchases, net (in shares) | 0.2 | ||||||
Repurchase and cancellation of convertible preferred stock | (2.4) | (4.8) | 2.4 | ||||
Conversion of convertible preferred stock to common stock, (in shares) | (0.6) | 4.7 | |||||
Preferred stock dividend | (8.4) | (8.4) | |||||
Stock compensation expense | 6.7 | 6.7 | |||||
Payment to noncontrolling interest | (0.2) | (0.2) | |||||
Ending Balance at Sep. 30, 2018 | 2,932.6 | $ 0.9 | 1,155.5 | 2,107.6 | (342.5) | 11.1 | |
Ending Balance (in shares) at Sep. 30, 2018 | 90.6 | ||||||
Beginning Balance at Dec. 31, 2018 | 2,597.1 | $ 0.9 | 1,162.6 | 1,789.2 | (365.3) | 9.7 | |
Beginning Balance (in shares) at Dec. 31, 2018 | 90.7 | ||||||
Net (loss) income | (126.8) | (127.5) | 0.7 | ||||
Currency translation adjustment | (22.8) | (23) | 0.2 | ||||
Change in qualifying cash flow hedge, net of tax expense | 0.6 | 0.6 | |||||
Accelerated amortization of cash flow hedge, net of tax expense | 2.3 | 2.3 | |||||
Issuance of common stock for exercise of options, RSU vesting, and employee stock purchases, net | 13.9 | 13.9 | |||||
Issuance of common stock for exercise of options, RSU vesting, and employee stock purchases, net (in shares) | 0.4 | ||||||
Stock compensation expense | 13.7 | 13.7 | |||||
Payment to noncontrolling interest | (0.7) | 6.3 | (7) | ||||
Ending Balance at Sep. 30, 2019 | 2,477.3 | $ 0.9 | 1,196.5 | 1,661.7 | (385.4) | 3.6 | |
Ending Balance (in shares) at Sep. 30, 2019 | 91.1 | ||||||
Beginning Balance at Jun. 30, 2019 | 2,562.2 | $ 0.9 | 1,192.8 | 1,720.9 | (356.6) | 4.2 | |
Beginning Balance (in shares) at Jun. 30, 2019 | 91.1 | ||||||
Net (loss) income | (59) | (59.2) | 0.2 | ||||
Currency translation adjustment | (28.9) | (28.8) | (0.1) | ||||
Stock compensation expense | 3.7 | 3.7 | |||||
Payment to noncontrolling interest | (0.7) | (0.7) | |||||
Ending Balance at Sep. 30, 2019 | $ 2,477.3 | $ 0.9 | $ 1,196.5 | $ 1,661.7 | $ (385.4) | $ 3.6 | |
Ending Balance (in shares) at Sep. 30, 2019 | 91.1 |
BASIS OF PRESENTATION AND SUMMA
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Summary of Significant Accounting Policies Basis of Presentation: The accompanying unaudited Condensed Consolidated Financial Statements include the accounts of Stericycle, Inc. and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The Company's Condensed Consolidated Financial Statements were prepared in accordance with U.S. GAAP and include the assets, liabilities, revenues and expenses of all wholly owned subsidiaries and majority-owned subsidiaries over which the Company exercises control. Outside shareholders' interests in subsidiaries are shown on the Condensed Consolidated Financial Statements as “Noncontrolling interests." The accompanying unaudited Condensed Consolidated Financial Statements as of September 30, 2019 and for the three and nine months ended September 30, 2019 and 2018 have been prepared pursuant to the rules and regulations of the SEC for interim reporting and, therefore, do not include all information and footnote disclosures normally included in audited financial statements prepared in conformity with U.S. GAAP. However, in the opinion of management, all adjustments, consisting of normal recurring adjustments necessary to present fairly the results of operations, financial position and cash flows have been made. These Condensed Consolidated Financial Statements should be read in conjunction with the consolidated financial statements and notes thereto included in the 2018 Form 10-K. The results of operations for any interim period are not necessarily indicative of the results of operations to be expected for the full year or any other period. Use of Estimates: The preparation of financial statements in conformity with U.S. GAAP requires the Company to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Some areas where the Company makes estimates include its allowance for doubtful accounts, credit memo reserve, accrued employee health and welfare benefits, environmental liabilities, stock-based compensation expense, income tax liabilities, accrued auto and workers’ compensation insurance claims, intangible asset valuations, measurement of assets and liabilities held-for-sale, and long-lived asset and goodwill impairment assessments. Such estimates are based on historical trends and on various other assumptions that are believed to be reasonable under the circumstances. Actual results could differ from the Company’s estimates. Leases (Accounted for as of January 1, 2019 and thereafter under ASC 842): Operating leases are included in Operating lease ROU assets, Operating lease liabilities and Long-term operating lease liabilities on the Company’s Condensed Consolidated Balance Sheets. Finance leases are included in Property, plant and equipment, Current portion of long-term debt, and Long-term debt on the Condensed Consolidated Balance Sheets. Operating lease ROU assets, O perating lease liabilities and Long-term operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. Nearly all of the Company’s lease contracts do not provide a readily determinable implicit rate. For these contracts, the Company uses an estimated incremental borrowing rate , which is based on information available at the lease commencement. The Company used estimated incremental borrowing rates as of January 1, 2019 for operating leases that commenced prior to that date . The Company’s leases generally do not require material variable lease payments and generally do not contain options to purchase the leased property, any material residual value guarantees, or material restrictive covenants. At commencement, the Operating lease ROU asset is equal to the lease liability and is adjusted for lease incentives and initial direct costs incurred. The Company reviews all options to extend, terminate, or purchase its ROU assets at the commencement of the lease and on an ongoing basis and accounts for these options when they are reasonably certain of being exercised. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. The Company has lease agreements with lease and non-lease components, including payments for common area maintenance and vehicle maintenance costs, which are accounted for separately for each class of underlying assets. In addition, the Company applies the short-term lease recognition exemption for leases with terms at commencement of not greater than 12 months. Adoption of Leases In February 2016, the FASB issued ASC 842. The Company elected to apply a package of practical expedients which allowed it to not reassess at transition: (i) whether any expired or existing contracts are or contain leases; (ii) lease classification for any expired or existing leases and (iii) whether initial direct costs for any expired or existing leases qualify for capitalization under the amended guidance. The standard had a material impact on the Company’s Condensed Consolidated Balance Sheets, but did not have an impact on the Company’s Condensed Consolidated Statements of (Loss) Income. The most significant impact was the recognition of ROU assets and lease liabilities for operating leases, while the Company’s accounting for finance leases remained substantially unchanged (see Note 5 – Leases Derivatives and Hedging In August 2017, the FASB issued ASU No. 2017-12, “ Derivatives and Hedging” (Topic 815): Targeted Improvements to Accounting for Hedging Activities (“ASU 2017-12” Stranded Tax Effects In February 2018, the FASB issued ASU 2018-02, “ Income Statement - Reporting Comprehensive Income (Topic 220) Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income Stock Compensation In June 2018, the FASB issued ASU 2018-07, “ Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting Changes in Stockholders Equity and Noncontrolling Interest In August 2018, the SEC issued the final rule amending Rule 3-04 of Regulation S-X (“Rule 3-04”), which requires entities to disclose changes in stockholders’ equity in the form of a reconciliation for the current and comparative year-to-date interim periods, with subtotals for each interim period. The Company adopted Rule 3-04 in the first quarter of fiscal 2019. Accounting Standards Issued But Not Yet Adopted Financial Instrument Credit Losses In June 2016, the FASB issued ASU No. 2016-13, “ Financial Instruments – Credit Losses” (“ASU 2016-13”) ASU 2016-13 Implementation Costs Incurred in a Cloud Computing Arrangement In August 2018, the FASB issued ASU 2018-15, “ Intangibles - Goodwill and Other - Internal Use Software (Subtopic 250-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract” ASU 2018-15 ASU 2018-15 ASU 2018-15 ASU 2018-15 |
REVENUES FROM CONTRACTS WITH CU
REVENUES FROM CONTRACTS WITH CUSTOMERS | 9 Months Ended |
Sep. 30, 2019 | |
Revenue From Contract With Customer [Abstract] | |
REVENUES FROM CONTRACTS WITH CUSTOMERS | NOTE 2 – REVENUES FROM CONTRACTS WITH CUSTOMERS Disaggregation of Revenues The following table presents revenues disaggregated by service and primary geographical regions, and includes a reconciliation of disaggregated revenue to revenue reported by reportable segments, Domestic and Canada RWCS and International RWCS: In millions Three Months Ended September 30, 2019 Reportable Segment Domestic and Canada RWCS International RWCS All Other Revenues by Service: United States Canada Europe Others United States Total Medical Waste and Compliance Solutions $ 281.4 $ 10.3 $ 58.6 $ 40.6 $ - $ 390.9 Hazardous Waste Solutions 84.0 - - - - 84.0 Total RWCS revenues 365.4 10.3 58.6 40.6 - 474.9 Secure Information Destruction Services 173.4 16.3 29.9 3.0 - 222.6 Manufacturing and Industrial Services 61.6 6.0 0.8 8.3 - 76.7 Communication Services - 4.0 0.4 - 34.3 38.7 Expert Solutions - 2.3 1.9 - 16.0 20.2 Total CRS revenues - 6.3 2.3 - 50.3 58.9 Total $ 600.4 $ 38.9 $ 91.6 $ 51.9 $ 50.3 $ 833.1 Reportable Segment Total $ 639.3 $ 143.5 $ 50.3 $ 833.1 In millions Three months ended September 30, 2018 Reportable Segment Domestic and Canada RWCS International RWCS All Other Revenues by Service: United States Canada Europe Others United States Total Medical Waste and Compliance Solutions $ 283.4 $ 9.7 $ 58.9 $ 42.6 $ - $ 394.6 Hazardous Waste Solutions 82.0 - - - - 82.0 Total RWCS revenues 365.4 9.7 58.9 42.6 - 476.6 Secure Information Destruction Services 178.4 16.3 29.9 3.0 - 227.6 Manufacturing and Industrial Services 62.9 5.4 1.0 9.8 - 79.1 Communication Services - 3.5 4.0 - 37.2 44.7 Expert Solutions - 2.7 1.9 - 22.3 26.9 Total CRS revenues - 6.2 5.9 - 59.5 71.6 Total $ 606.7 $ 37.6 $ 95.7 $ 55.4 $ 59.5 $ 854.9 Reportable Segment Total $ 644.3 $ 151.1 $ 59.5 $ 854.9 In millions Nine Months Ended September 30, 2019 Reportable Segment Domestic and Canada RWCS International RWCS All Other Revenues by Service: United States Canada Europe Others United States Total Medical Waste and Compliance Solutions $ 842.6 $ 31.0 $ 181.9 $ 123.2 $ - $ 1,178.7 Hazardous Waste Solutions 240.4 - - - - 240.4 Total RWCS revenues 1,083.0 31.0 181.9 123.2 - 1,419.1 Secure Information Destruction Services 535.5 48.9 90.3 9.3 - 684.0 Manufacturing and Industrial Services 178.8 17.5 2.7 23.6 - 222.6 Communication Services - 11.9 3.9 - 103.7 119.5 Expert Solutions - 7.3 5.3 - 51.2 63.8 Total CRS revenues - 19.2 9.2 - 154.9 183.3 Total $ 1,797.3 $ 116.6 $ 284.1 $ 156.1 $ 154.9 $ 2,509.0 Reportable Segment Total $ 1,913.9 $ 440.2 $ 154.9 $ 2,509.0 In millions Nine Months Ended September 30, 2018 Reportable Segment Domestic and Canada RWCS International RWCS All Other Revenues by Service: United States Canada Europe Others United States Total Medical Waste and Compliance Solutions $ 860.5 $ 29.4 $ 189.2 $ 143.7 $ - $ 1,222.8 Hazardous Waste Solutions 235.0 - - - - 235.0 Total RWCS revenues 1,095.5 29.4 189.2 143.7 - 1,457.8 Secure Information Destruction Services 528.3 49.1 91.0 9.1 - 677.5 Manufacturing and Industrial Services 186.8 16.6 15.9 33.8 - 253.1 Communication Services - 12.7 13.3 - 112.9 138.9 Expert Solutions - 8.9 7.0 - 90.0 105.9 Total CRS revenues - 21.6 20.3 - 202.9 244.8 Total $ 1,810.6 $ 116.7 $ 316.4 $ 186.6 $ 202.9 $ 2,633.2 Reportable Segment Total $ 1,927.3 $ 503.0 $ 202.9 $ 2,633.2 Contract Liabilities Contract liabilities at September 30, 2019 and December 31, 2018 were $13.4 million and $15.0 million, respectively. Contract liabilities as of September 30, 2019 are expected to be recognized in Revenues, as the amounts are earned, which will be over the next twelve months. Contract Acquisition Costs The Company’s During the three months ended September 30, 2019 and 2018, the Company amortized $2.2 million and $1.8 million, respectively, of deferred sales incentives to SG&A. During the nine months ended September 30, 2019 and 2018, the Company amortized $6.5 million and $5.0 million, respectively, of deferred sales incentives to SG&A. Total contract acquisition costs, net of accumulated amortization, were classified as follows: In millions September 30, 2019 December 31, 2018 Other current assets $ 8.3 $ 8.5 Other assets 25.5 23.3 Total contract acquisition costs $ 33.8 $ 31.8 |
RESTRUCTURING, DIVESTITURES AND
RESTRUCTURING, DIVESTITURES AND DISPOSAL GROUPS HELD FOR SALE | 9 Months Ended |
Sep. 30, 2019 | |
Restructuring And Related Activities [Abstract] | |
RESTRUCTURING, DIVESTITURES AND DISPOSAL GROUPS HELD FOR SALE | NOTE 3 – RESTRUCTURING, DIVESTITURES, AND DISPOSAL GROUPS HELD-FOR-SALE Restructuring - Business Transformation Stericycle is focused on driving long-term growth, profitability and delivering enhanced shareholder value. As part of overall business strategy, in the third quarter of 2017, the Company initiated a comprehensive multi-year Business Transformation, which it expects to complete by 2022, with the objective to improve long-term operational and financial performance. Through September 30, 2019, the Company has incurred nearly all the originally anticipated employee termination charges, including incremental charges related principally to executive management, in connection with its initial restructuring estimate. As the Company continues to consider each key initiative of the Business Transformation additional charges may be recorded. The amount, timing and recognition of any such charges will be affected by the occurrence of triggering events, as defined under U.S. GAAP, among other factors. We did not recognize any executive and employee termination costs during the three months ended September 30, 2019. During the three and nine months ended September 30, 2018, in connection with its evolving future information systems strategy, the Company recognized a $6.8 million non-cash impairment charge for software, which is reflected as part of COR. The assets were held by the Domestic and Canada RWCS reportable segment. During the three and nine months ended September 30, 2018, the Company recognized $1.0 million in charges related to site closures/consolidation within the Domestic and Canada RCS reporting segment, which are reflected as part of COR. The charges comprised $0.5 million related to lease termination fees and $0.5 million related to non-cash impairment charges for leasehold improvements. During the three and nine months ended September 30, 2018, the Company incurred $0.1 million and $2.2 million, respectively, of severance payments related to Business Transformation. The Domestic and Canada RWCS and International RWCS reportable segments incurred $1.7 million and $0.3 million, respectively, with the remaining $0.2 million impacting All Other. These amounts were recognized in SG&A and were fully paid as of September 30, 2018. Restructuring – Other During the three months and nine ended September 30, 2019 the Company recognized, in COR, total charges of $1.8 million relating to a facility exit in Romania, which is included in the International RWCS reportable segment. The charges comprised $1.4 million related to non-cash impairment charges for permits and long-lived assets, $0.2 million related to employee severance and $0.2 million related to closure and exit costs. The amounts related to employee severance remain unpaid as of September 30, 2019. During the three months ended September 30, 2019 recognized, in COR, total charges of $0.9 million relating to a site closure in Brazil, which is included in the International RWCS reportable segment. The charges comprised $0.4 million related to non-cash impairment charges for long-lived assets, $0.4 million related to lease exit costs and $0.1 million related to employee severance. During the nine months ended September 30, 2019 recognized, in COR, $2.0 million related to impairment charges for long-lived assets arising from a site movement in the U.S., which is included in the Domestic and Canada RWCS reportable segment. During the nine months ended September 30, 2019 recognized, in COR, total charges of $2.2 million related primarily to impairment charges for long-lived assets due to a site closure in the U.K., which is included in the International RWCS reportable segment. During the nine months ended September 30, 2019 recognized, in SG&A, total charges of $1.9 million related to two site closures in Brazil, which is included in the International RWCS reportable segment. The charges comprised $1.0 million related to site clean-costs, $0.4 million related to non-cash impairment charges for long-lived assets, $0.4 million related to lease exit costs and $0.1 million related to employee severance. During the three and nine months ended September 30, 2018, the Company recognized, in SG&A, severance costs of approximately $1.1 million, associated with a reduction in headcount undertaken as part of Operational Optimization. The charges were incurred within All Other and the payments made in the fourth quarter of 2018. Divestitures During the nine months ended September 30, 2019, the Company completed, as part of its portfolio rationalization, the sale of the non-core U.K. based texting business, a component of the International RWCS reportable segment for proceeds of $14.9 million. During the three months and nine months ended September 30, 2019, the Company recognized a pre-tax loss of approximately $0.7 million and a pre-tax gain of approximately $5.1 million, respectively recognized in SG&A. During the nine months ended September 30, 2018, the Company entered into an agreement to sell a component of the Domestic and Canada RWCS reportable segment, which closed on August 1, 2018. The Company recognized non-cash impairment charges of $6.9 million in SG&A in connection with reclassifying the assets and liabilities associated with this business as held-for-sale. During the nine months ended September 30, 2018, the Company completed the sale of a business in the U.K., a component of the International RWCS reportable segment, for consideration of approximately $11.5 million, of which $8.2 million was received in cash at closing and $3.3 million which was held in escrow until it was received in August 2019. Prior to sale, the Company had recognized total non-cash impairment charges of $ 14.8 million in connection with reclassifying the assets and liabilities as held-for-sale and subsequent changes in the fair value of these assets , including $ 4.2 million during the nine months ended September 30, 2018 . These charges were included in SG&A. Assets and Liabilities Held-for-Sale During September 2019, the Company approved plans to sell its TAS business in North America and its retail pharmaceutical returns business in the U.S. and Puerto Rico. Accordingly, the assets and liabilities for these businesses are classified as held for sale in the accompanying Condensed Consolidated Balance Sheets. These businesses are part of CRS, which is principally presented in All Other. In October 2019, the Company entered into definitive agreements and completed the sales of these businesses for cash consideration of $36.4 million. In connection with the sale agreement for the TAS business, the Company entered into a TSA with the buyer for a period of up to 15 months. The Company will allocate and deferred a portion 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. During September 2019, the Company also approved a plan to sell substantially all of its operations in Mexico. Accordingly, the assets and liabilities for these operations are classified as held for sale in the accompanying Condensed Consolidated Balance Sheets. In October 2019, the Company entered into a definitive agreement and completed the sale of the Mexico operations for nominal consideration. These operations are presented in the International RWCS reportable segment. The cumulative translation adjustment of $18.0 million was included as part of the carrying value of the disposal group when measuring the impairment charge. During the three months ended September 30, 2019 the Company recognized the following non-cash impairment charges associated with classifying certain assets and liabilities as held-for-sale as the carrying value of the net assets held for sale exceeded their fair value less estimated costs to sell: In millions Three Months Ended September 30, 2019 CRS businesses $ 42.3 Mexico operations 40.1 Total charges $ 82.4 As of September 30, 2019, the Company had the following assets and liabilities classified as held-for-sale: In millions September 30, 2019 Total current assets (primarily receivables) $ 31.5 Fixed assets 13.8 Operating lease right-of-use assets 3.3 Intangibles 47.5 Held-for-sale valuation allowance (65.9 ) Assets held-for-sale $ 30.2 Total current liabilities $ 15.2 Long-term operating lease liabilities 2.2 Liabilities held-for-sale $ 17.4 There were no assets held-for-sale as of December 31, 2018. The Company anticipates additional impacts for the individual transactions related to estimated transaction costs, foreign exchange volatility, and adjustments to working capital, prior to close and subsequent ly based upon the terms of the applicable agreement . O perating results for these businesses will be excluded from the financial statements subsequent to the close date of the applicable transaction. |
GOODWILL AND OTHER INTANGIBLE A
GOODWILL AND OTHER INTANGIBLE ASSETS | 9 Months Ended |
Sep. 30, 2019 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
GOODWILL AND OTHER INTANGIBLE ASSETS | NOTE 4 – GOODWILL AND OTHER INTANGIBLE ASSETS Goodwill: Changes in the carrying amount of goodwill by reportable segment were as follows: In millions Domestic and Canada RWCS International RWCS All Other Total Balance as of December 31, 2018 $ 2,848.4 $ 373.8 $ - $ 3,222.2 Valuation adjustments from prior year acquisitions (3.6 ) - - (3.6 ) Impairment during the period - (20.9 ) - (20.9 ) Divestiture and held-for-sale adjustments (Note 3) (2.4 ) (6.2 ) - (8.6 ) Changes due to foreign currency fluctuations 3.7 (14.4 ) - (10.7 ) Balance as of September 30, 2019 $ 2,846.1 $ 332.3 $ - $ 3,178.4 During the first quarter of 2019, there were business, market, and strategic developments which negatively impacted the estimated cash flows of the Company’s Latin America reporting unit and triggered an interim assessment as of March 31, 2019. The Company determined that the Latin America reporting unit’s carrying value was in excess of its estimated fair value and recognized $20.9 million of non-cash goodwill impairment charges related to the Latin America reporting unit. Following the impairment, the Latin America reporting unit has no remaining goodwill. Accumulated non-cash goodwill impairment charges by reportable segment were as follows: In millions September 30, 2019 December 31, 2018 International RWCS $ 158.3 $ 137.4 All Other 286.3 286.3 Total $ 444.6 $ 423.7 Intangible Assets: Intangible assets were as follows: In millions September 30, 2019 December 31, 2018 Gross Carrying Amount Accumulated Amortization Net Value Gross Carrying Amount Accumulated Amortization Net Value Amortizable intangibles: Customer relationships $ 1,499.9 $ 562.1 $ 937.8 $ 1,591.5 $ 492.0 $ 1,099.5 Covenants not-to-compete 5.1 3.8 1.3 5.1 3.2 1.9 Tradenames 3.8 1.0 2.8 3.9 1.2 2.7 Operating permits 4.1 0.4 3.7 - - - Other 11.8 4.0 7.8 12.3 3.5 8.8 Indefinite lived intangibles: - Operating permits 202.6 - 202.6 212.5 - 212.5 Tradenames 310.8 - 310.8 312.3 - 312.3 Total $ 2,038.1 $ 571.3 $ 1,466.8 $ 2,137.6 $ 499.9 $ 1,637.7 Changes in the carrying amount of intangible assets were as follows: In millions Total Balance as of December 31, 2018 $ 1,637.7 Intangible assets acquired during the period 0.5 Valuation adjustments for prior year acquisitions 3.5 Impairments during the period (2.6 ) Divestitures and assets held-for-sale adjustments (Note 3) (53.2 ) Amortization during the period (110.5 ) Changes due to foreign currency fluctuations (8.6 ) Balance as of September 30, 2019 $ 1,466.8 The estimated amortization expense for each of the next five years (based upon exchange rates at September 30, 2019) is as follows for the years ending December 31: In millions 2019 (remainder) $ 34.8 2020 $ 135.5 2021 $ 129.0 2022 $ 127.5 2023 $ 124.9 |
LEASES
LEASES | 9 Months Ended |
Sep. 30, 2019 | |
Leases [Abstract] | |
LEASES | NOTE 5 – LEASES The Company has operating leases for transfer sites, processing facilities, communication centers, corporate and regional offices, vehicles, and certain equipment. The components of net lease cost were as follows: In millions Three Months Ended September 30, 2019 Nine Months Ended September 30, 2019 Operating lease cost $ 27.7 $ 85.6 Finance lease cost: Amortization of leased assets 0.8 2.4 Interest on lease liabilities 0.2 0.6 Net lease cost $ 28.7 $ 88.6 Short-term lease cost, variable lease cost and sublease income were not significant during the period. Supplemental cash flow information related to leases was as follows: In millions Nine Months Ended September 30, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 78.0 Operating cash flows from finance leases 0.4 Financing cash flows from finance leases 2.4 Right-of-use assets obtained in exchange for lease obligations: Operating leases 122.2 Finance leases 2.1 Finance lease assets, net of accumulated amortization, were $20.8 million as of September 30, 2019 and are included in Property, Plant and Equipment, net on the Condensed Consolidated Balance Sheet. Information regarding lease terms and discount rates is as follows: In millions September 30, 2019 Weighted average remaining lease term (years): Operating leases 6.3 Finance leases 6.2 Weighted average discount rate: Operating leases 4.1 % Finance leases 5.0 % Maturities of lease liabilities as of September 30, 2019, were as follows: In millions Operating leases Finance leases 2019 $ 27.5 $ 0.8 2020 99.8 3.3 2021 82.9 2.4 2022 65.1 2.5 2023 and thereafter 189.6 12.1 Total lease payments 464.9 21.1 Less: Interest 55.8 2.2 Present value of lease liabilities $ 409.1 $ 18.9 As of September 30, 2019, the Company had approximately $13.0 million of additional operating leases and $11.0 million of additional finance leases, primarily related to buildings, for which the underlying operating lease had not yet commenced. Operating leases are expected to commence in fiscal years 2019 and 2020 with lease terms of 1 to 25 years. Finance leases are expected to commence in fiscal year 2019 with lease terms extending to 25 years. |
DEBT
DEBT | 9 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
DEBT | NOTE 6 – DEBT The Company’s Debt consisted of the following: In millions September 30, 2019 December 31, 2018 $1.2 billion Senior Credit Facility, due in 2022 $ 731.5 $ 583.3 $1.3 billion Term Loan, due in 2022 1,227.3 902.5 $600 million Senior Notes, due 2024 600.0 - $125 million private placement notes, due in 2019 - 125.0 $225 million private placement notes, due in 2020 - 225.0 $150 million private placement notes, due in 2021 - 150.0 $125 million private placement notes, due in 2022 - 125.0 $200 million private placement notes, due in 2022 - 200.0 $100 million private placement notes, due in 2023 - 100.0 $150 million private placement notes, due in 2023 - 150.0 Promissory notes and deferred consideration weighted average maturity 2.5 years at 2019 and 2.7 years at 2018 86.6 120.9 Foreign bank debt weighted average maturity 1.5 years at 2019 and 1.9 years at 2018 79.8 76.7 Obligations under finance leases 18.9 20.3 Total debt 2,744.1 2,778.7 Less: current portion of total debt 111.9 104.3 Less: unamortized debt issuance costs 15.2 10.5 Long-term portion of total debt $ 2,617.0 $ 2,663.9 On June 14, 2019, the Company completed the following transactions: a) I and leaseback transactions, and consolidate, merge or sell all or substantially all of their assets. The Senior Notes will be redeemable, at the option of the Company, in whole or in part, at any time on or after July 15, 2021, at the redemption prices specified in the Indenture along with accrued interest. At any time prior to July 15, 2021, the Senior Notes may be redeemed, at the option of the Company, in whole or in part, at a redemption price of 100% of the principal amount thereof, plus a “make-whole” premium and accrued and unpaid interest. In addition, the Company may redeem up to 40% of the Senior Notes at any time before July 15, 2021, with the net cash proceeds from certain equity offerings at a redemption price equal to 105.375%, plus accrued and unpaid interest. In the event of both a change of control of the Company and a rating downgrade by the rating agencies, the Company will be required to offer to repurchase all outstanding Senior Notes at 101% of their principal amount, plus accrued and unpaid interest. The Indenture contains customary events of default, which include (subject in certain cases to customary grace and cure periods), nonpayment of principal or interest; breach of other agreements in the Indenture; failure to pay certain other indebtedness; certain events of bankruptcy or insolvency; failure to pay certain final judgments; and failure of certain guarantees to be enforceable. b) Executed the Fourth Amendment which amends the Credit Agreement to (i) provide an incremental Term Loan of $365.0 million, (ii) modify the definition of “Consolidated EBITDA” to allow for the continuation of cash addbacks to EBITDA, up to a maximum of $200.0 million, (iii) revise the financial covenant requiring that the Company’s Consolidated Leverage Ratio cannot exceed: (a) 4.50 to 1.00, in the case of any fiscal quarter ending on or before March 31, 2020, (b) 4.25 to 1.00, in the case of any fiscal quarter ending during the period from April 1, 2020 through September 30, 2020, (c) 4.00 to 1.00, in the case of the fiscal quarter ending December 31, 2020, and (d) 3.75 to 1.00, in the case of any fiscal quarter ending thereafter and (iv) make certain other modifications to negative covenants related to restricted payments and investments that the Company may make. c) Repaid in full $1.075 billion of the outstanding private placement notes using the net proceeds from the Senior Notes and the incremental Term Loan together with additional borrowings under the Senior Credit Facility. In connection with the issuance of the Senior Notes the Company incurred $7.1 million of direct issuance costs, which have been capitalized in unamortized debt issuance costs and are being amortized to Interest expense, net over the term of the Senior Notes. In connection with the Fourth Amendment, the Company incurred issuance costs of $2.0 million, of which $0.2 million has been charged to Interest expense, net and the remainder capitalized as unamortized debt issuance costs and are being amortized to Interest expense, net over the remaining term of the Credit Agreement. In connection with the repayment of the private placement notes, the Company incurred a loss on early extinguishment of debt of $23.1 million comprising make whole premiums, payable under the terms of certain of the private placement notes, of $20.4 million and the write-off of $2.7 million of unamortized debt issuance costs associated with the private placement notes. In addition, $3.4 million, representing the unamortized portion of premiums associated with interest rate locks executed in connection with the issuance of certain of the private placement notes, was recorded in Interest expense, net. These amounts were previously included in Accumulated other comprehensive loss. As of September 30, 2019, the Company was in compliance with its Consolidated Leverage Ratio covenant, with an actual ratio of 4.41 to 1.00, which was below the allowed maximum ratio of 4.50 to 1.00 as set forth in the Fourth Amendment. Based upon the Company’s current financial projections, it is reasonably likely that the Company could exceed this Consolidated Leverage Ratio threshold at some point in the next twelve months. This risk can be mitigated and potentially managed through appropriate spending controls, divestitures, restructuring the Company’s existing indebtedness, amending the Credit Agreement, or seeking temporary relief from the Consolidated Leverage Ratio covenant from the Company’s lenders. A failure to comply with these provisions could result in an event of default. Upon an event of default, unless waived, the lenders could elect to terminate their commitments, cease making further loans, require cash collateralization of letters of credit, and/or cause their loans to become due and payable in full which could cause the Company and the Company’s subsidiaries to enter into bankruptcy or liquidation. The Company has the ability and intends to use some of the availability under the revolving credit facility to refinance approximately $13.9 million of foreign debt due in 2020 and accordingly has presented the balance of these notes within the long-term portion of total debt as of September 30, 2019. Amounts committed to outstanding letters of credit, the unused portion of the Company’s Senior Credit Facility and other letters of credit outstanding as of September 30, 2019 and December 31, 2018, were as follows: In millions September 30, 2019 December 31, 2018 Outstanding letters of credit under Senior Credit Facility $ 36.2 $ 63.1 Unused portion of the Senior Credit Facility 432.3 553.6 Other letters of credit outstanding 52.3 52.2 |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 7 – INCOME TAXES Income tax benefit was $8.6 million for the three months ended September 30, 2019 compared to expense of $10.9 million for the three months ended September 30, 2018. The effective tax rates for the three months ended September 30, 2019 and 2018 were 12.7% and 31.7%, respectively. The effective tax rate for the three months ended September 30, 2019 is principally due to the impact of valuation allowances recognized against current losses in several countries and the impact of certain impairments of assets held-for-sale partially offset by the impact of certain tax reserves adjustments. The effective tax rate for the three months ended September 30, 3018, was impacted by certain tax reserve and deferred tax adjustments. Income tax benefit was $8.0 million for the nine months ended September 30, 2019 compared to an expense of $27.1 million for nine months ended September 30, 2018. The effective tax rates in the first nine months of 2019 and 2018 were 5.9% and 26.9%, respectively. The effective tax rate for the nine months ended September 30, 2019, is principally due to the impact of certain impairments of assets held-for-sale and non-deductible goodwill impairments, valuation allowances recognized against current period losses in several countries , partially offset by the impact of certain tax reserves adjustments . The effective tax rate for the nine months ended September 30, 3018, was impacted by certain tax reserve and deferred tax adjustments. During the three and nine months ended September 30, 2018, the Company recorded $0.4 million in measurement-period adjustments to its estimates associated with the impacts of the Tax Act. The Company files income tax returns in the U.S., in various states and in certain foreign jurisdictions. The Company has recorded liabilities to cover certain uncertain tax positions. Such uncertain 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 uncertain tax positions as deemed necessary. The Company filed a PFA with the IRS related to a claim under Internal Revenue Code Section 1341 concerning the tax rate to be applied to the SQ Settlement on the Company’s 2018 tax return. The IRS has reviewed and has subsequently agreed to hold discussions regarding the PFA. As of September 30, 2019, prior to the filing of the 2018 tax return the Company had established a long term receivable and an amount within the uncertain tax positions to reflect its estimate of the potential refund should its claim be successful. Any positive income tax benefit resulting from the claim in a future period will be recognized as appropriate in accordance with the guidance in ASC 740 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended |
Sep. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 8 – FAIR VALUE MEASUREMENTS For its derivative financial instruments, the Company uses a market approach valuation technique based on observable market transactions of spot and forward rates. As of December 31, 2018, the Company recognized an asset of $0.3 million, established using Level 2 inputs, related to the fair value of the U.S. dollar-Canadian dollar foreign currency swap which was classified within Other assets. As of September 30, 2019, this balance was fully amortized. The objective of the swap was to offset the foreign exchange risk to certain U.S. dollar equivalent cash outflows for the Company’s Canadian subsidiary. The Company’s In millions September 30, 2019 December 31, 2018 Other current liabilities $ 0.6 $ 2.8 Other liabilities 7.5 7.5 Total contingent consideration $ 8.1 $ 10.3 Contingent consideration represents amounts expected to be paid as part of acquisition consideration only if certain future events occur. These events are usually the achievement of targets for revenues, earnings, or other milestones related to the business acquired. The Company arrives at the fair value of contingent consideration by applying a weighted probability of potential payment outcomes. 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, the Company’s maximum liability would be $ million as of September 30, 2019 . Contingent consideration liabilities are reassessed each reporting period. Changes to contingent consideration were as follows: In millions Contingent consideration as of December 31, 2018 10.3 Decrease due to payments (2.2 ) Contingent consideration as of September 30, 2019 $ 8.1 In addition to assets and liabilities that are recorded at fair value on a recurring basis, the Company is required to record certain assets and liabilities at fair value on a nonrecurring basis, generally as a result of acquisitions, the classification of a disposal group as held-for-sale, or the remeasurement of assets resulting in impairment charges. See Note 3 – Restructuring, Divestitures, and Disposal Groups Held-for-Sale Note 4 – Goodwill and Other Intangible Assets Fair Value of Debt: The estimated fair value of the Company’s debt obligations, using Level 2 inputs, as compared to its carrying value was as follows: In billions September 30, 2019 December 31, 2018 Fair value of debt obligations $ 2.77 $ 2.75 Carrying value of debt obligations 2.74 2.78 Fair value was estimated using an income approach by applying market interest rates for comparable instruments. Accounts receivable, accounts payable and accrued liabilities are financial assets and liabilities, respectively, with carrying values that approximate fair value using Level 3 inputs. |
STOCK BASED COMPENSATION
STOCK BASED COMPENSATION | 9 Months Ended |
Sep. 30, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
STOCK BASED COMPENSATION | NOTE 9 – STOCK-BASED COMPENSATION Stock-Based Compensation Expense: The following table presents the total stock-based compensation expense resulting from stock option awards, RSUs, PSUs, and the ESPP included in SG&A in the Condensed Consolidated Statements of (Loss) Income: In millions Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Stock option plan $ 0.9 $ 2.5 $ 6.8 $ 8.4 RSUs 2.0 2.0 6.0 5.8 PSUs 0.5 1.9 0.2 4.5 ESPP 0.3 0.3 0.7 0.8 Total expense $ 3.7 $ 6.7 $ 13.7 $ 19.5 The decrease in expense during the three and nine months ended September 30, 2019 , as compared to the three and nine months ended September 30, 2018 , was pri marily the result of a lower estimated PSU achievement of 2019 performance goals and higher award forfeitures . Stock Options: Stock option activity for the nine months ended September 30, 2019 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 millions) Outstanding at January 1, 2019 4,896,386 $ 95.85 Granted 340,652 49.01 Exercised (267,566 ) 51.50 Forfeited (387,082 ) 89.17 Canceled or expired (373,137 ) 97.89 Outstanding as of September 30, 2019 4,209,253 $ 95.37 3.2 $ 0.8 Exercisable as of September 30, 2019 3,351,023 $ 100.83 2.5 $ - At September 30, 2019, the Company had $11.2 million of total unrecognized compensation expense related to stock options, which is expected to be recognized over a weighted average period of 2.5 years. Current period grants vest over a period of three years. There were no options exercised in the three months ended September 30, 2019. For the three months ended September 30, 2018, the intrinsic value of options exercised was $3.3 million. For the nine months ended September 30, 2019 and 2018, the intrinsic value of options exercised was $1.5 million and $4.8 million, respectively. The exercise intrinsic value represents the total pre-tax intrinsic value (the difference between the fair value on the 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 September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Stock options granted (shares) 30,666 1,712 340,652 362,382 Weighted average fair value at grant date $ 13.74 $ 18.09 $ 14.41 $ 16.87 Assumptions: Expected term (in years) 4.34 4.89 4.40 4.89 Expected volatility 32.63 % 25.68 % 30.99 % 25.34 % Expected dividend yield 0.00 % 0.00 % 0.00 % 0.00 % Risk free interest rate 1.76 % 2.74 % 2.35 % 2.58 % Restricted Stock Units: RSU activity for the nine months ended September 30, 2019 is summarized as follows: Number of Units Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Life Total Aggregate Intrinsic Value (in years) (in millions) Non-vested at January 1, 2019 429,810 $ 72.02 Granted 262,864 48.57 Vested and released (105,677 ) 73.47 Forfeited (115,001 ) 69.30 Non-vested as of September 30, 2019 471,996 $ 59.12 1.6 $ 24.0 At September 30, 2019, the Company had approximately $21.8 million of total unrecognized compensation expense related to RSUs, which is expected to be recognized over a weighted average period of 2.7 years. The fair value of RSUs that vested during the three and nine months ended September 30, 2019 was $0.3 million and $5.1 million, respectively. Current period grants vest over a period of three years. Performance-Based Restricted Stock Units: PSU activity for the nine months ended September 30, 2019, is summarized as follows: Number of Units Weighted Average Grant Date Fair Value Non-vested at January 1, 2019 115,508 $ 63.77 Granted 157,451 48.59 Vested and released (65,095 ) 63.38 Forfeited (84,936 ) 58.11 Non-vested as of September 30, 2019 122,928 $ 48.45 At September 30, 2019, the Company had approximately $0.6 million of total unrecognized compensation expense related to the 2019 installments of PSUs. At September 30, 2019, approximately 227,000 of additional installments of PSUs exist which will vest, or not, based on achievement of performance goals to be established for fiscal years 2020 through 2021. |
(LOSS) EARNINGS PER COMMON SHAR
(LOSS) EARNINGS PER COMMON SHARE | 9 Months Ended |
Sep. 30, 2019 | |
Earnings Per Share [Abstract] | |
(LOSS) EARNINGS PER COMMON SHARE | NOTE 10 – (LOSS) EARNINGS PER COMMON SHARE The following table sets forth the computation of basic and diluted (loss) earnings per share: In millions, except per share data Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Numerator: Net (loss) income attributable to Stericycle, Inc. $ (59.2 ) $ 23.5 $ (127.5 ) $ 73.7 Mandatory convertible preferred stock dividend - (8.4 ) - (25.5 ) Gain on repurchases of preferred stock - 2.4 - 16.9 Numerator for basic (loss) earnings per share attributable to Stericycle, Inc. common shareholders $ (59.2 ) $ 17.5 $ (127.5 ) $ 65.1 Denominator: Denominator for basic (loss) earnings per share - weighted average shares 91.1 86.7 91.0 85.9 Effect of dilutive securities: Stock-based compensation awards - 0.2 - 0.2 Denominator for diluted (loss) earnings per share - adjusted weighted average shares and after assumed exercises 91.1 86.8 91.0 86.1 (Loss) earnings per share – Basic $ (0.65 ) $ 0.20 $ (1.40 ) $ 0.76 (Loss) earnings per share – Diluted $ (0.65 ) $ 0.20 $ (1.40 ) $ 0.76 For the three and nine months ended September 30, 2019, options to purchase shares (in thousands) of 4,469 and 4,663, respectively, were not included in the computation of diluted earnings per share because the effect would have been anti-dilutive. For the three and nine months ended September 30, 2018, options to purchase shares (in thousands) of 4,631 and 4,697, respectively, were not included in the computation of diluted earnings per share because the effect would have been anti-dilutive. For the three and nine months ended September 30, 2019, RSUs (in thousands) of 335 and 239, respectively, were not included in the computation of diluted earnings per share because the effect would have been anti-dilutive. For the three and nine months ended September 30, 2018, RSUs (in thousands) of 151 and 47, respectively, were not included in the computation of diluted earnings per share because the effect would have been anti-dilutive. During the three and nine months ended September 30, 2019 and 2018, all of the Company’s outstanding PSUs were subject to the achievement of specified performance conditions. Contingently issuable shares are excluded from the computation of diluted earnings per share if, based on current period results, the shares would not be issuable if the end of the reporting period were the end of the contingency period. These outstanding PSUs were excluded from the (loss) earnings per share calculation for the three and nine months ended September 30, 2019 and 2018 as the performance conditions were not satisfied as of the end of the respective periods. |
SEGMENT REPORTING
SEGMENT REPORTING | 9 Months Ended |
Sep. 30, 2019 | |
Segment Reporting [Abstract] | |
SEGMENT REPORTING | NOTE 11 – SEGMENT REPORTING The following tables show financial information for the Company's reportable segments: In millions Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Revenues Domestic and Canada RWCS $ 639.3 $ 644.3 $ 1,913.9 $ 1,927.3 International RWCS 143.5 151.1 440.2 503.0 All Other 50.3 59.5 154.9 202.9 Total $ 833.1 $ 854.9 $ 2,509.0 $ 2,633.2 Adjusted EBITDA Domestic and Canada RWCS $ 167.7 $ 196.6 $ 482.9 $ 583.4 International RWCS 26.7 20.9 73.8 80.8 All Other (44.0 ) (33.6 ) (131.8 ) (100.1 ) Total $ 150.5 $ 183.9 $ 425.0 $ 564.1 The following table reconciles the Company's primary measure of segment profitability (Adjusted EBITDA) to (loss) income from operations: In millions Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Total Reportable Segment Adjusted EBITDA $ 150.5 $ 183.9 $ 425.0 $ 564.1 Depreciation (1) (31.7 ) (32.1 ) (95.6 ) (95.6 ) Business Transformation (17.1 ) (21.0 ) (51.6 ) (64.9 ) Intangible Amortization (35.8 ) (31.8 ) (110.5 ) (96.6 ) Acquisition and Integration (1.6 ) (1.6 ) (3.5 ) (7.5 ) Operational Optimization (3.9 ) (3.6 ) (11.1 ) (19.5 ) Divestitures and Held-for-Sale Impairments (85.3 ) (2.0 ) (87.4 ) (19.1 ) Litigation, Settlements and Regulatory Compliance (2.4 ) (17.3 ) (21.3 ) (61.2 ) Impairments (2) - - (24.6 ) - Other (7.2 ) (6.2 ) (32.8 ) (14.9 ) (Loss) income from operations $ (34.5 ) $ 68.3 $ (13.4 ) $ 184.8 (1) Excludes depreciation charges of $0.2 million and $1.0 million for the three and nine months ended September 30, 2019, respectively that are included as part of Business Transformation. (2) Impairment primarily comprises goodwill impairment ( see Note 4 – Goodwill and Other Intangibles ). Other than the impact of the held-for-sale impairments discussed in Note 3 – Restructuring, Divestitures and Disposal Groups Held-For-Sale, |
ENVIRONMENTAL REMEDIATION LIABI
ENVIRONMENTAL REMEDIATION LIABILITIES | 9 Months Ended |
Sep. 30, 2019 | |
Environmental Remediation Obligations [Abstract] | |
ENVIRONMENTAL REMEDIATION LIABILITIES | NOTE 12 – ENVIRONMENTAL REMEDIATION LIABILITIES Total environmental liabilities at September 30, 2019 and December 31, 2018, were classified as follows: In millions September 30, 2019 December 31, 2018 Accrued liabilities $ 3.4 $ 5.3 Other liabilities 28.1 28.2 Total environmental liabilities $ 31.5 $ 33.5 The Company |
LEGAL PROCEEDINGS
LEGAL PROCEEDINGS | 9 Months Ended |
Sep. 30, 2019 | |
Commitments And Contingencies Disclosure [Abstract] | |
LEGAL PROCEEDINGS | NOTE 13 – LEGAL PROCEEDINGS The Company operates in highly regulated industries and responds to regulatory inquiries or investigations from time to time that may be initiated for a variety of reasons. At any given time, the Company has matters at various stages of resolution with the applicable government authorities. The Company is also routinely involved in actual or threatened legal actions, including those involving alleged personal injuries and commercial, employment, environmental, tax, and other issues. The outcomes of these matters are not within the Company’s complete control and may not be known for prolonged periods of time. In some actions, claimants seek damages, as well as other relief, including injunctive relief, that could require significant expenditures or result in lost revenue. In accordance with applicable accounting standards, the Company establishes an accrued liability for loss contingencies related to legal and regulatory matters when the loss is both probable and reasonably estimable. If the reasonable estimate of a probable loss is a range, and no amount within the range is a better estimate than any other, the minimum amount of the range is accrued. If a loss is not probable or a probable loss is not reasonably estimable, no liability is recorded. When determining the estimated loss or range of loss, significant judgment is required to estimate the amount and timing of a loss to be recorded. These accruals represent management’s best estimate of probable losses and, in such cases, there may be an exposure to loss in excess of the amounts accrued. Estimates of probable losses resulting from litigation and regulatory proceedings are difficult to predict. Legal and regulatory matters inherently involve significant uncertainties based on, among other factors, the jurisdiction and stage of the proceedings, developments in the applicable facts or law, and the unpredictability of the ultimate determination of the merits of any claim, any defenses the Company may assert against that claim and the amount of any damages that may be awarded. The Company’s accrued liabilities for loss contingencies related to legal and regulatory matters may change in the future as a result of new developments, including, but not limited to, the occurrence of new legal matters, changes in the law or regulatory environment, adverse or favorable rulings, newly discovered facts relevant to the matter, or changes in the strategy for the matter. Regardless of the outcome, litigation can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources and other factors. Contract Class Action Lawsuits. Beginning on March 12, 2013, the Company was served with several class action complaints filed in federal and state courts in several jurisdictions. These complaints asserted, among other things, that the Company had imposed unauthorized or excessive price increases and other charges on its customers in breach of its contracts and in violation of the Illinois Consumer Fraud and Deceptive Business Practices Act. The complaints sought certification of the lawsuit as a class action and the award to class members of appropriate damages and injunctive relief. These related actions were ultimately transferred to the United States District Court for the Northern District of Illinois for centralized pretrial proceedings (the “MDL Action”). On February 16, 2017, the Court entered an order granting plaintiffs’ motion for class certification. The Court certified a class of “[a]ll persons and entities that, between March 8, 2003 through the date of trial resided in the United States (except Washington and Alaska), were identified by Stericycle as ‘Small Quantity’ or ‘SQ’ customer, and were charged and paid more than their contractually-agreed price for Stericycle’s medical waste disposal goods and services pursuant to Stericycle’s automated price increase policy. Governmental entities whose claims were asserted in United States ex rel. Perez v. Stericycle Inc. shall be excluded from the class.” The parties engaged in discussions through and overseen by a mediator regarding a potential resolution of the matter and reached an agreement in principle for settlement in July 2017, which was subsequently documented in a definitive settlement agreement (the “Settlement”) on October 17, 2017. The Settlement provided a global resolution of all cases and claims against the Company in the MDL Action. It also provided that the Company would establish a common fund of $295.0 million from which would be paid all compensation to members of the settlement class, attorneys’ fees to class counsel, incentive awards to the named class representatives and all costs of notice and administration. It also provided that the Company’s existing contracts with customers would remain in force, while it would also establish as part of the Settlement guidelines for future price increases and provide customers additional transparency regarding such increases. Under the terms of the Settlement, the Company admitted no fault or wrongdoing whatsoever, and it entered into the Settlement to avoid the cost and uncertainty of litigation. The Settlement provided that, upon final approval by the Court following a fairness hearing, it would fully and finally resolve all claims against the Company alleged in the MDL Action. The court held a fairness hearing on March 8, 2018 and granted approval of the Proposed MDL Settlement that same day. The Proposed MDL Settlement became finally effective on June 7, 2018 (the “Final Settlement”), and the Company funded the Final Settlement on July 6, 2018. Certain class members who have opted out of the Final Settlement have filed lawsuits against the Company, and the Company will defend and resolve those actions. The Company has accrued its estimate of the probable loss for these collective matters, which is not material. Securities Class Action Lawsuit. On July 11, 2016, two purported stockholders filed a putative class action complaint in the U.S. District Court for the Northern District of Illinois. The plaintiffs purported to sue for themselves and on behalf of all purchasers of the Company’s publicly traded securities between February 7, 2013 and April 28, 2016, inclusive, and all those who purchased securities in the Company’s public offering of depositary shares, each representing a 1/10th interest in a share of the Company’s mandatory convertible preferred stock, on or around September 15, 2015. The complaint named as defendants the Company, its directors and certain of its current and former officers, and certain of the underwriters in the public offering. The complaint purports to assert claims under Sections 11, 12(a)(2) and 15 of the Securities Act of 1933 and Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as well as SEC Rule 10b-5, promulgated thereunder. The complaint alleges, among other things, that the Company imposed unauthorized or excessive price increases and other charges on its customers in breach of its contracts, and that defendants failed to disclose those alleged practices in public filings and other statements issued during the proposed class period beginning February 7, 2013 and ending April 28, 2016. Plaintiffs filed an Amended Complaint on August 4, 2016 and a Corrected Amended Complaint on October 21, 2016. On November 1, 2016, the Court appointed the Public Employees’ Retirement System of Mississippi and the Arkansas Teacher Retirement System as Lead Plaintiffs and their counsel as Lead Counsel. On February 1, 2017, Lead Plaintiff filed a Consolidated Amended Complaint with additional purported factual material supporting the same legal claims from the prior complaints for a class period from February 7, 2013 through September 18, 2016. Defendants filed a motion to dismiss the Consolidated Amended Complaint on April 1, 2017. On May 19, 2017, plaintiffs filed a response in opposition to the motion to dismiss and on June 19, 2017, Defendants filed a reply brief in support of their motion. On March 31, 2018, plaintiffs filed a further Amended Complaint, alleging additional corrective disclosures and extending the purported class period through February 21, 2018. Defendants filed a motion to dismiss the Consolidated Amended Complaint on May 25, 2018. The Motion was fully briefed on July 13, 2018, and awaited a ruling by the Court. The parties engaged in discussions through and overseen by a mediator regarding a potential resolution of the matter and reached an agreement in principle for settlement in December 2018 (the “Proposed Securities Class Action Settlement”). As the Company disclosed on December 20, 2018, the terms of the Proposed Securities Class Action Settlement provided that the Company would establish a common fund of $45.0 million, from which would be paid all compensation to members of the settlement class, attorneys’ fees to class counsel, incentive awards to the named class representatives and all costs of notice and administration. In the Proposed Securities Class Action Settlement, the Company admitted no fault or wrongdoing whatsoever. The Company entered into the Proposed Securities Class Action Settlement in order to avoid the cost and uncertainty of litigation. On February 14 On February 25, 2019, plaintiffs in the Securities Class Action filed Plaintiffs’ Unopposed Motion for an Order Preliminarily Approving Class Settlement and Authorizing Dissemination of Notice of Settlement (the “Preliminary Approval Motion”). The Preliminary Approval Motion asked the Court to preliminarily approve the Settlement, to approve the manner and content of the notice to be given to potential class members, and to set a schedule for, among other things, deadlines for potential class members to file claims, object to the Settlement, or seek exclusion from the Settlement class. The Court approved the Preliminary Approval Motion on March 12, 2019, and the Company funded the settlement on March 25, 2019. The large majority of the $45.0 million common fund has been funded by the Company’s insurers. The Court held a fairness hearing on July 22, 2019, at which it granted final approval of the Settlement. At the hearing, the Court took under advisement the amount of attorneys’ fees to be awarded to plaintiffs’ counsel from the $45.0 million settlement. Shareholder Derivative Lawsuits. On September 1, 2016, a purported stockholder filed a putative derivative action complaint in the Circuit Court of Cook County, Illinois against certain officers and directors of the Company, naming the Company as nominal defendant. The complaint alleges that defendants breached their fiduciary duties to the Company and its stockholders by causing the Company to allegedly overcharge certain customers in breach of those customers’ contracts, otherwise provide unsatisfactory customer service and injure customer relationships, and make materially false and misleading statements and omissions regarding the Company’s business, operational and compliance policies between February 7, 2013 and the present. On March 1, 2017, another purported stockholder filed a putative derivative action complaint containing substantially similar allegations in the Circuit Court of Cook County, Illinois against certain officers and directors of the Company, naming the Company as nominal defendant. The Company notes, among other things, that, in addition to failing to make the required demand on the board of directors, both of these filings were in violation of the Company’s Bylaws, which require any such actions to be brought in a court in Delaware. On June 29, 2017, the Court entered an agreed order consolidating the two putative derivative actions for all purposes under the caption Kaushal Shah v. Charles A. Alutto, et al. Rick Siu v. Mark C. Miller, Rick Siu v. Mark C. Miller Kaushal Shah v. Charles A. Alutto On March 26, 2018, Alvin Janklow v. Charles A. Alutto, et al. John Brennan v. Charles A. Alutto, et al. Brennan Janklow Janklow Brennan Rick Siu v. Mark C. Miller Alvin Janklow v. Charles A. Alutto, et al., On April 12, 2018, Rick Siu v. Mark C. Miller, et al. Siu Defendants will implement and/or maintain certain corporate governance changes for a period of four years following approval of the settlement. In addition, under the Siu Settlement, the Company was awarded payment from applicable insurance in the amount of $7.5 million, less any amounts ordered by the Court to be paid for Plaintiff’s attorneys’ fees and expenses or as a service award to Plaintiff Neither the Company nor the Defendants have admitted any fault or wrongdoing whatsoever in connection with the Siu Settlement, but have entered into the Siu Settlement in order to avoid the cost and uncertainty of litigation. The Court held a hearing on the Siu Settlement on July 30, 2019, at which it granted approval of the settlement and awarded $1.25 million in attorney’s fees from the total settlement. The remaining $6.25 million was paid to the Company under the terms of the agreement. On October 18, 2016, the Company received a letter from an attorney purporting to represent a current stockholder of the Company demanding, pursuant to Del. Ct. Ch. R. 23.1, that the Company’s Board of Directors take action to remedy alleged breaches of fiduciary duties by certain officers and directors of the Company. The factual allegations set forth in the letter were similar to those asserted in the Securities Class Action Lawsuit and the Shareholder Derivative Lawsuits. The Company’s Board of Directors constituted a Special Demand Review Committee to investigate the claims made in the demand letter and the Committee retained independent counsel to assist with the investigation. At the conclusion of its investigation, the Committee’s counsel advised the stockholder that the Board had completed its investigation and determined not to pursue legal action. On July 30, 2018, the purported stockholder on whose behalf the demand letter was sent filed a stockholder derivative action, Damon Turney v. Mark C. Miller, et al On January 22, 2019, the Company received a letter from an attorney purporting to represent another current stockholder of the Company setting forth allegations and demands substantially similar to those previously presented in the October 18, 2016 demand letter, the Securities Class Action Lawsuit and the Shareholder Derivative Lawsuits. The Company’s Board of Directors referred this letter to the Special Demand Review Committee and its independent counsel for consideration. After the Committee had considered the January 22, 2019 letter in light of its prior investigation, the Committee’s counsel advised the stockholder that the Board had determined not to pursue legal action. Government Investigations. On June 12, 2017, the SEC issued a subpoena to the Company, requesting documents and information relating to the Company’s compliance with the FCPA or other foreign or domestic anti-corruption laws with respect to certain of the Company’s operations in Latin America. In addition, the DOJ has notified the Company that it is investigating this matter in parallel with the SEC. The Company is cooperating with these agencies and certain foreign authorities. The Company is also conducting an internal investigation of these and other matters, including outside of Latin America, under the oversight of the Audit Committee of the Board of Directors and with the assistance of outside counsel, and this investigation has found evidence of improper conduct. As part of the FCPA investigation discussed above, the SEC has requested certain additional information from the Company. On July 29, 2019, the SEC issued a subpoena to the Company requesting documents relating to the Company’s pricing practices concerning small quantity customers, as alleged in the Contract Class Actions and in the Securities Class Action. The Company is cooperating with the SEC’s request. The Company has not accrued any amounts in respect of this matter, as it cannot estimate any reasonably possible loss or any range of reasonably possible losses that the Company may incur. The Company is unable to make such an estimate because, based on what the Company knows now, in the Company’s judgment, the factual and legal issues presented in this matter are sufficiently unique that the Company is unable to identify other circumstances sufficiently comparable to provide guidance in making estimates. Environmental Matters. The Company’s Environmental Solutions business is regulated by federal, state and local laws enacted to regulate the discharge of materials into the environment, the generation, transportation and disposal of waste, and the cleanup of contaminated soil and groundwater and protection of the environment. Because of the highly regulated nature of this business, the Company frequently becomes 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 the Company or by other parties to which either the Company or the prior owners of certain of its facilities shipped wastes. From time to time, the Company may be subject to fines or penalties in regulatory proceedings relating primarily to waste treatment, storage or disposal facilities. North Salt Lake, Utah. The Company has continued to toll the statute of limitations with the United States Attorney’s Office for the District of Utah (the “USAO”) relating to an investigation by the U.S. Environmental Protection Agency (the “EPA”) into past Clean Air Act emissions and permit requirements, as previously alleged in the notice of violation (the “NOV”) issued by the State of Utah Division of Air Quality (the “DAQ”). The NOV resulted in the Company’s December 2014 settlement with the DAQ, as previously disclosed. The parties have reached agreement in principle, to be documented in the form of a civil consent decree, under which the Company will undertake a Supplemental Environmental Project and pay a civil penalty under the Clean Air Act. The Company has accrued the total amount of the agreement in principle. Tabasco, Mexico. In late 2016, the National Agency for Industrial Security and the Protection of the Environment for the Hydrocarbon Sector in Mexico (“ASEA”) conducted a permit compliance inspection at a hazardous waste treatment facility acquired by one of the Company’s subsidiaries in Dos Bocas, Tabasco, Mexico. ASEA subsequently claimed that the soil treatment process described in the facility’s treatment permit had not been followed properly and issued an order imposing a fine and directing that the facility be closed and that alleged contamination on a certain portion of the facility be remediated. The Company’s subsidiary has engaged a firm of environmental technicians to assess the contamination described in the ASEA order and to conduct a broader environmental assessment of the facility. The Company’s review and assessment of the overall facility is ongoing. In November 2017, ASEA rescinded the prior order imposing the fine. After reassessing the evidence and arguments presented, ASEA issued a new resolution on March 9, 2018, containing a lower, revised fine and including remedial obligations. In March 2018, the Company submitted a proposal for remedial measures. On April 26, 2018, the Company appealed the fines in the most recent order. In December 2018, ASEA approved the Company’s remedial plan for the facility, which will involve an amendment to the facility’s permit to allow for on-site, in-situ remediation of the one treatment cell subject to ASEA’s original order. In June 2018, the Company instituted both civil and criminal legal proceedings in Mexico against the company from which it acquired the relevant facility, seeking to hold the seller liable for any remediation as well as lost profits and damages. The defendants named in the civil complaint filed their answers in September 2018 and evidence is being heard in this matter. The Company has accrued its estimate of the probable loss and costs necessary to comply with the ASEA order and remediate the treatment cell, which are not material. Tacoma, Washington . On October 7, 2019, the State of Washington Department of Ecology (“Washington Ecology”) issued an Administrative Order alleging violations of Washington regulations and the facility operating permit for our hazardous waste facility in Tacoma, Washington during 2018 and ordering compliance with Chapter 70.105 Revised Code of Washington, Hazardous Waste Management Act, Chapter 173-303 Washington Administrative code, Dangerous Waste Regulations, and Dangerous Waste Management Facility Permit WAD020257945 effective March 22, 2012 . The Administrative Order identified certain alleged violations and associated corrective actions for the Tacoma Facility to take upon receipt of the Order. Washington Ecology also issued an associated Notice of Penalty, assessing a fine of $1.9 million. The Company has 30 days to appeal the fine to the state Pollution Control Hearings Board and intends to vigorously defend itself against these allegations. The Company has accrued its estimate of the probable loss for these collective matters, which is not material. Rancho Cordova, California . On June 25 and 26, 2018, the California Department of Toxic Substances Control (“DTSC”) conducted a Compliance Enforcement Inspection of the Company’s facility in Rancho Cordova, California. On October 7, 2019, the Company learned that DTSC has referred alleged violations of California’s Hazardous Waste Control Law and the facility’s hazardous waste permit arising from the inspection to the Environmental Section of the California Attorney General’s Office for enforcement. Separately, on August 15, 2019, the Company received from DTSC a written Intent to Deny Hazardous Waste Facility Permit application for the Rancho Cordova Facility. A public hearing was held on September 22, 2019, and the public comment period closed on October 25, 2019. The Company entered a written submission as part of that process. Next, DTSC will issue a final permit decision. If DTSC were to deny the permit renewal, the Company has the right to file an administrative appeal. The Company has not accrued any amounts in respect of these alleged violations and cannot estimate the reasonably possible loss or the range of reasonably possible losses that it may incur. The Company intends to vigorously defend itself against these allegations and actions. |
BASIS OF PRESENTATION AND SUM_2
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation: The accompanying unaudited Condensed Consolidated Financial Statements include the accounts of Stericycle, Inc. and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The Company's Condensed Consolidated Financial Statements were prepared in accordance with U.S. GAAP and include the assets, liabilities, revenues and expenses of all wholly owned subsidiaries and majority-owned subsidiaries over which the Company exercises control. Outside shareholders' interests in subsidiaries are shown on the Condensed Consolidated Financial Statements as “Noncontrolling interests." The accompanying unaudited Condensed Consolidated Financial Statements as of September 30, 2019 and for the three and nine months ended September 30, 2019 and 2018 have been prepared pursuant to the rules and regulations of the SEC for interim reporting and, therefore, do not include all information and footnote disclosures normally included in audited financial statements prepared in conformity with U.S. GAAP. However, in the opinion of management, all adjustments, consisting of normal recurring adjustments necessary to present fairly the results of operations, financial position and cash flows have been made. These Condensed Consolidated Financial Statements should be read in conjunction with the consolidated financial statements and notes thereto included in the 2018 Form 10-K. The results of operations for any interim period are not necessarily indicative of the results of operations to be expected for the full year or any other period. |
Use of Estimates | Use of Estimates: The preparation of financial statements in conformity with U.S. GAAP requires the Company to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Some areas where the Company makes estimates include its allowance for doubtful accounts, credit memo reserve, accrued employee health and welfare benefits, environmental liabilities, stock-based compensation expense, income tax liabilities, accrued auto and workers’ compensation insurance claims, intangible asset valuations, measurement of assets and liabilities held-for-sale, and long-lived asset and goodwill impairment assessments. Such estimates are based on historical trends and on various other assumptions that are believed to be reasonable under the circumstances. Actual results could differ from the Company’s estimates. |
Leases | Leases (Accounted for as of January 1, 2019 and thereafter under ASC 842): Operating leases are included in Operating lease ROU assets, Operating lease liabilities and Long-term operating lease liabilities on the Company’s Condensed Consolidated Balance Sheets. Finance leases are included in Property, plant and equipment, Current portion of long-term debt, and Long-term debt on the Condensed Consolidated Balance Sheets. Operating lease ROU assets, O perating lease liabilities and Long-term operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. Nearly all of the Company’s lease contracts do not provide a readily determinable implicit rate. For these contracts, the Company uses an estimated incremental borrowing rate , which is based on information available at the lease commencement. The Company used estimated incremental borrowing rates as of January 1, 2019 for operating leases that commenced prior to that date . The Company’s leases generally do not require material variable lease payments and generally do not contain options to purchase the leased property, any material residual value guarantees, or material restrictive covenants. At commencement, the Operating lease ROU asset is equal to the lease liability and is adjusted for lease incentives and initial direct costs incurred. The Company reviews all options to extend, terminate, or purchase its ROU assets at the commencement of the lease and on an ongoing basis and accounts for these options when they are reasonably certain of being exercised. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. The Company has lease agreements with lease and non-lease components, including payments for common area maintenance and vehicle maintenance costs, which are accounted for separately for each class of underlying assets. In addition, the Company applies the short-term lease recognition exemption for leases with terms at commencement of not greater than 12 months. |
New Accounting Standards | Adoption of Leases In February 2016, the FASB issued ASC 842. The Company elected to apply a package of practical expedients which allowed it to not reassess at transition: (i) whether any expired or existing contracts are or contain leases; (ii) lease classification for any expired or existing leases and (iii) whether initial direct costs for any expired or existing leases qualify for capitalization under the amended guidance. The standard had a material impact on the Company’s Condensed Consolidated Balance Sheets, but did not have an impact on the Company’s Condensed Consolidated Statements of (Loss) Income. The most significant impact was the recognition of ROU assets and lease liabilities for operating leases, while the Company’s accounting for finance leases remained substantially unchanged (see Note 5 – Leases Derivatives and Hedging In August 2017, the FASB issued ASU No. 2017-12, “ Derivatives and Hedging” (Topic 815): Targeted Improvements to Accounting for Hedging Activities (“ASU 2017-12” Stranded Tax Effects In February 2018, the FASB issued ASU 2018-02, “ Income Statement - Reporting Comprehensive Income (Topic 220) Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income Stock Compensation In June 2018, the FASB issued ASU 2018-07, “ Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting Changes in Stockholders Equity and Noncontrolling Interest In August 2018, the SEC issued the final rule amending Rule 3-04 of Regulation S-X (“Rule 3-04”), which requires entities to disclose changes in stockholders’ equity in the form of a reconciliation for the current and comparative year-to-date interim periods, with subtotals for each interim period. The Company adopted Rule 3-04 in the first quarter of fiscal 2019. Accounting Standards Issued But Not Yet Adopted Financial Instrument Credit Losses In June 2016, the FASB issued ASU No. 2016-13, “ Financial Instruments – Credit Losses” (“ASU 2016-13”) ASU 2016-13 Implementation Costs Incurred in a Cloud Computing Arrangement In August 2018, the FASB issued ASU 2018-15, “ Intangibles - Goodwill and Other - Internal Use Software (Subtopic 250-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract” ASU 2018-15 ASU 2018-15 ASU 2018-15 ASU 2018-15 |
REVENUES FROM CONTRACTS WITH _2
REVENUES FROM CONTRACTS WITH CUSTOMERS (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Revenue From Contract With Customer [Abstract] | |
Schedule of Revenues Disaggregated by Service, Primary Geographical Regions and Timing of Revenue Recognition | The following table presents revenues disaggregated by service and primary geographical regions, and includes a reconciliation of disaggregated revenue to revenue reported by reportable segments, Domestic and Canada RWCS and International RWCS: In millions Three Months Ended September 30, 2019 Reportable Segment Domestic and Canada RWCS International RWCS All Other Revenues by Service: United States Canada Europe Others United States Total Medical Waste and Compliance Solutions $ 281.4 $ 10.3 $ 58.6 $ 40.6 $ - $ 390.9 Hazardous Waste Solutions 84.0 - - - - 84.0 Total RWCS revenues 365.4 10.3 58.6 40.6 - 474.9 Secure Information Destruction Services 173.4 16.3 29.9 3.0 - 222.6 Manufacturing and Industrial Services 61.6 6.0 0.8 8.3 - 76.7 Communication Services - 4.0 0.4 - 34.3 38.7 Expert Solutions - 2.3 1.9 - 16.0 20.2 Total CRS revenues - 6.3 2.3 - 50.3 58.9 Total $ 600.4 $ 38.9 $ 91.6 $ 51.9 $ 50.3 $ 833.1 Reportable Segment Total $ 639.3 $ 143.5 $ 50.3 $ 833.1 In millions Three months ended September 30, 2018 Reportable Segment Domestic and Canada RWCS International RWCS All Other Revenues by Service: United States Canada Europe Others United States Total Medical Waste and Compliance Solutions $ 283.4 $ 9.7 $ 58.9 $ 42.6 $ - $ 394.6 Hazardous Waste Solutions 82.0 - - - - 82.0 Total RWCS revenues 365.4 9.7 58.9 42.6 - 476.6 Secure Information Destruction Services 178.4 16.3 29.9 3.0 - 227.6 Manufacturing and Industrial Services 62.9 5.4 1.0 9.8 - 79.1 Communication Services - 3.5 4.0 - 37.2 44.7 Expert Solutions - 2.7 1.9 - 22.3 26.9 Total CRS revenues - 6.2 5.9 - 59.5 71.6 Total $ 606.7 $ 37.6 $ 95.7 $ 55.4 $ 59.5 $ 854.9 Reportable Segment Total $ 644.3 $ 151.1 $ 59.5 $ 854.9 In millions Nine Months Ended September 30, 2019 Reportable Segment Domestic and Canada RWCS International RWCS All Other Revenues by Service: United States Canada Europe Others United States Total Medical Waste and Compliance Solutions $ 842.6 $ 31.0 $ 181.9 $ 123.2 $ - $ 1,178.7 Hazardous Waste Solutions 240.4 - - - - 240.4 Total RWCS revenues 1,083.0 31.0 181.9 123.2 - 1,419.1 Secure Information Destruction Services 535.5 48.9 90.3 9.3 - 684.0 Manufacturing and Industrial Services 178.8 17.5 2.7 23.6 - 222.6 Communication Services - 11.9 3.9 - 103.7 119.5 Expert Solutions - 7.3 5.3 - 51.2 63.8 Total CRS revenues - 19.2 9.2 - 154.9 183.3 Total $ 1,797.3 $ 116.6 $ 284.1 $ 156.1 $ 154.9 $ 2,509.0 Reportable Segment Total $ 1,913.9 $ 440.2 $ 154.9 $ 2,509.0 In millions Nine Months Ended September 30, 2018 Reportable Segment Domestic and Canada RWCS International RWCS All Other Revenues by Service: United States Canada Europe Others United States Total Medical Waste and Compliance Solutions $ 860.5 $ 29.4 $ 189.2 $ 143.7 $ - $ 1,222.8 Hazardous Waste Solutions 235.0 - - - - 235.0 Total RWCS revenues 1,095.5 29.4 189.2 143.7 - 1,457.8 Secure Information Destruction Services 528.3 49.1 91.0 9.1 - 677.5 Manufacturing and Industrial Services 186.8 16.6 15.9 33.8 - 253.1 Communication Services - 12.7 13.3 - 112.9 138.9 Expert Solutions - 8.9 7.0 - 90.0 105.9 Total CRS revenues - 21.6 20.3 - 202.9 244.8 Total $ 1,810.6 $ 116.7 $ 316.4 $ 186.6 $ 202.9 $ 2,633.2 Reportable Segment Total $ 1,927.3 $ 503.0 $ 202.9 $ 2,633.2 |
Schedule of Total Contract Acquisition Costs | Total contract acquisition costs, net of accumulated amortization, were classified as follows: In millions September 30, 2019 December 31, 2018 Other current assets $ 8.3 $ 8.5 Other assets 25.5 23.3 Total contract acquisition costs $ 33.8 $ 31.8 |
RESTRUCTURING, DIVESTITURES A_2
RESTRUCTURING, DIVESTITURES AND DISPOSAL GROUPS HELD FOR SALE (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Summary of Non-cash Impairment Charges Associated with Assets and Liabilities Classified as Held for Sale | During the three months ended September 30, 2019 the Company recognized the following non-cash impairment charges associated with classifying certain assets and liabilities as held-for-sale as the carrying value of the net assets held for sale exceeded their fair value less estimated costs to sell: In millions Three Months Ended September 30, 2019 CRS businesses $ 42.3 Mexico operations 40.1 Total charges $ 82.4 |
Assets and Liabilities Held for Sale, Not Discontinued Operations | |
Summary of Assets and Liabilities Classified as Held for Sale | As of September 30, 2019, the Company had the following assets and liabilities classified as held-for-sale: In millions September 30, 2019 Total current assets (primarily receivables) $ 31.5 Fixed assets 13.8 Operating lease right-of-use assets 3.3 Intangibles 47.5 Held-for-sale valuation allowance (65.9 ) Assets held-for-sale $ 30.2 Total current liabilities $ 15.2 Long-term operating lease liabilities 2.2 Liabilities held-for-sale $ 17.4 |
GOODWILL AND OTHER INTANGIBLE_2
GOODWILL AND OTHER INTANGIBLE ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Changes in Carrying Amount of Goodwill | Changes in the carrying amount of goodwill by reportable segment were as follows: In millions Domestic and Canada RWCS International RWCS All Other Total Balance as of December 31, 2018 $ 2,848.4 $ 373.8 $ - $ 3,222.2 Valuation adjustments from prior year acquisitions (3.6 ) - - (3.6 ) Impairment during the period - (20.9 ) - (20.9 ) Divestiture and held-for-sale adjustments (Note 3) (2.4 ) (6.2 ) - (8.6 ) Changes due to foreign currency fluctuations 3.7 (14.4 ) - (10.7 ) Balance as of September 30, 2019 $ 2,846.1 $ 332.3 $ - $ 3,178.4 |
Summary of Accumulated Non-Cash Impairment Charges by Segment | Accumulated non-cash goodwill impairment charges by reportable segment were as follows: In millions September 30, 2019 December 31, 2018 International RWCS $ 158.3 $ 137.4 All Other 286.3 286.3 Total $ 444.6 $ 423.7 |
Intangible Assets | Intangible assets were as follows: In millions September 30, 2019 December 31, 2018 Gross Carrying Amount Accumulated Amortization Net Value Gross Carrying Amount Accumulated Amortization Net Value Amortizable intangibles: Customer relationships $ 1,499.9 $ 562.1 $ 937.8 $ 1,591.5 $ 492.0 $ 1,099.5 Covenants not-to-compete 5.1 3.8 1.3 5.1 3.2 1.9 Tradenames 3.8 1.0 2.8 3.9 1.2 2.7 Operating permits 4.1 0.4 3.7 - - - Other 11.8 4.0 7.8 12.3 3.5 8.8 Indefinite lived intangibles: - Operating permits 202.6 - 202.6 212.5 - 212.5 Tradenames 310.8 - 310.8 312.3 - 312.3 Total $ 2,038.1 $ 571.3 $ 1,466.8 $ 2,137.6 $ 499.9 $ 1,637.7 |
Changes in Carrying Amount of Intangible Assets | Changes in the carrying amount of intangible assets were as follows: In millions Total Balance as of December 31, 2018 $ 1,637.7 Intangible assets acquired during the period 0.5 Valuation adjustments for prior year acquisitions 3.5 Impairments during the period (2.6 ) Divestitures and assets held-for-sale adjustments (Note 3) (53.2 ) Amortization during the period (110.5 ) Changes due to foreign currency fluctuations (8.6 ) Balance as of September 30, 2019 $ 1,466.8 |
Estimated Amortization Expense | The estimated amortization expense for each of the next five years (based upon exchange rates at September 30, 2019) is as follows for the years ending December 31: In millions 2019 (remainder) $ 34.8 2020 $ 135.5 2021 $ 129.0 2022 $ 127.5 2023 $ 124.9 |
LEASES (Tables)
LEASES (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Leases [Abstract] | |
Components of Net Lease Cost | The components of net lease cost were as follows: In millions Three Months Ended September 30, 2019 Nine Months Ended September 30, 2019 Operating lease cost $ 27.7 $ 85.6 Finance lease cost: Amortization of leased assets 0.8 2.4 Interest on lease liabilities 0.2 0.6 Net lease cost $ 28.7 $ 88.6 |
Schedule of Supplemental Cash Flow Information Related To Leases | Supplemental cash flow information related to leases was as follows: In millions Nine Months Ended September 30, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 78.0 Operating cash flows from finance leases 0.4 Financing cash flows from finance leases 2.4 Right-of-use assets obtained in exchange for lease obligations: Operating leases 122.2 Finance leases 2.1 |
Schedule Of Information Regarding Lease Terms and Discount Rates | Information regarding lease terms and discount rates is as follows: In millions September 30, 2019 Weighted average remaining lease term (years): Operating leases 6.3 Finance leases 6.2 Weighted average discount rate: Operating leases 4.1 % Finance leases 5.0 % |
Schedule of Maturities of Lease Liabilities | Maturities of lease liabilities as of September 30, 2019, were as follows: In millions Operating leases Finance leases 2019 $ 27.5 $ 0.8 2020 99.8 3.3 2021 82.9 2.4 2022 65.1 2.5 2023 and thereafter 189.6 12.1 Total lease payments 464.9 21.1 Less: Interest 55.8 2.2 Present value of lease liabilities $ 409.1 $ 18.9 |
DEBT (Tables)
DEBT (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The Company’s Debt consisted of the following: In millions September 30, 2019 December 31, 2018 $1.2 billion Senior Credit Facility, due in 2022 $ 731.5 $ 583.3 $1.3 billion Term Loan, due in 2022 1,227.3 902.5 $600 million Senior Notes, due 2024 600.0 - $125 million private placement notes, due in 2019 - 125.0 $225 million private placement notes, due in 2020 - 225.0 $150 million private placement notes, due in 2021 - 150.0 $125 million private placement notes, due in 2022 - 125.0 $200 million private placement notes, due in 2022 - 200.0 $100 million private placement notes, due in 2023 - 100.0 $150 million private placement notes, due in 2023 - 150.0 Promissory notes and deferred consideration weighted average maturity 2.5 years at 2019 and 2.7 years at 2018 86.6 120.9 Foreign bank debt weighted average maturity 1.5 years at 2019 and 1.9 years at 2018 79.8 76.7 Obligations under finance leases 18.9 20.3 Total debt 2,744.1 2,778.7 Less: current portion of total debt 111.9 104.3 Less: unamortized debt issuance costs 15.2 10.5 Long-term portion of total debt $ 2,617.0 $ 2,663.9 |
Schedule of Outstanding Letters of Credit, Unused Portion of Senior Credit Facility And Other Letters of Credit Outstanding | Amounts committed to outstanding letters of credit, the unused portion of the Company’s Senior Credit Facility and other letters of credit outstanding as of September 30, 2019 and December 31, 2018, were as follows: In millions September 30, 2019 December 31, 2018 Outstanding letters of credit under Senior Credit Facility $ 36.2 $ 63.1 Unused portion of the Senior Credit Facility 432.3 553.6 Other letters of credit outstanding 52.3 52.2 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Schedule of Contingent Consideration Liabilities Recorded Using Level 3 Inputs | The Company’s In millions September 30, 2019 December 31, 2018 Other current liabilities $ 0.6 $ 2.8 Other liabilities 7.5 7.5 Total contingent consideration $ 8.1 $ 10.3 |
Estimated Fair Value of Company's Debt Obligations, Using Level 2 Inputs, Compared to Carrying Value | Fair Value of Debt: The estimated fair value of the Company’s debt obligations, using Level 2 inputs, as compared to its carrying value was as follows: In billions September 30, 2019 December 31, 2018 Fair value of debt obligations $ 2.77 $ 2.75 Carrying value of debt obligations 2.74 2.78 |
Contingent Consideration Liability | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Changes to Contingent Consideration | Changes to contingent consideration were as follows: In millions Contingent consideration as of December 31, 2018 10.3 Decrease due to payments (2.2 ) Contingent consideration as of September 30, 2019 $ 8.1 |
STOCK BASED COMPENSATION (Table
STOCK BASED COMPENSATION (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation Expense Resulting from Stock Option Awards, RSUs, PSUs, and ESPP | The following table presents the total stock-based compensation expense resulting from stock option awards, RSUs, PSUs, and the ESPP included in SG&A in the Condensed Consolidated Statements of (Loss) Income: In millions Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Stock option plan $ 0.9 $ 2.5 $ 6.8 $ 8.4 RSUs 2.0 2.0 6.0 5.8 PSUs 0.5 1.9 0.2 4.5 ESPP 0.3 0.3 0.7 0.8 Total expense $ 3.7 $ 6.7 $ 13.7 $ 19.5 |
Stock Option Activity | Stock option activity for the nine months ended September 30, 2019 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 millions) Outstanding at January 1, 2019 4,896,386 $ 95.85 Granted 340,652 49.01 Exercised (267,566 ) 51.50 Forfeited (387,082 ) 89.17 Canceled or expired (373,137 ) 97.89 Outstanding as of September 30, 2019 4,209,253 $ 95.37 3.2 $ 0.8 Exercisable as of September 30, 2019 3,351,023 $ 100.83 2.5 $ - |
Assumptions Used in Black-Scholes Option Pricing 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 September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Stock options granted (shares) 30,666 1,712 340,652 362,382 Weighted average fair value at grant date $ 13.74 $ 18.09 $ 14.41 $ 16.87 Assumptions: Expected term (in years) 4.34 4.89 4.40 4.89 Expected volatility 32.63 % 25.68 % 30.99 % 25.34 % Expected dividend yield 0.00 % 0.00 % 0.00 % 0.00 % Risk free interest rate 1.76 % 2.74 % 2.35 % 2.58 % |
Summary of RSU Activity | RSU activity for the nine months ended September 30, 2019 is summarized as follows: Number of Units Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Life Total Aggregate Intrinsic Value (in years) (in millions) Non-vested at January 1, 2019 429,810 $ 72.02 Granted 262,864 48.57 Vested and released (105,677 ) 73.47 Forfeited (115,001 ) 69.30 Non-vested as of September 30, 2019 471,996 $ 59.12 1.6 $ 24.0 |
Summary of PSU Activity | PSU activity for the nine months ended September 30, 2019, is summarized as follows: Number of Units Weighted Average Grant Date Fair Value Non-vested at January 1, 2019 115,508 $ 63.77 Granted 157,451 48.59 Vested and released (65,095 ) 63.38 Forfeited (84,936 ) 58.11 Non-vested as of September 30, 2019 122,928 $ 48.45 |
(LOSS) EARNINGS PER COMMON SH_2
(LOSS) EARNINGS PER COMMON SHARE (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted (Loss) Earnings Per Share | The following table sets forth the computation of basic and diluted (loss) earnings per share: In millions, except per share data Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Numerator: Net (loss) income attributable to Stericycle, Inc. $ (59.2 ) $ 23.5 $ (127.5 ) $ 73.7 Mandatory convertible preferred stock dividend - (8.4 ) - (25.5 ) Gain on repurchases of preferred stock - 2.4 - 16.9 Numerator for basic (loss) earnings per share attributable to Stericycle, Inc. common shareholders $ (59.2 ) $ 17.5 $ (127.5 ) $ 65.1 Denominator: Denominator for basic (loss) earnings per share - weighted average shares 91.1 86.7 91.0 85.9 Effect of dilutive securities: Stock-based compensation awards - 0.2 - 0.2 Denominator for diluted (loss) earnings per share - adjusted weighted average shares and after assumed exercises 91.1 86.8 91.0 86.1 (Loss) earnings per share – Basic $ (0.65 ) $ 0.20 $ (1.40 ) $ 0.76 (Loss) earnings per share – Diluted $ (0.65 ) $ 0.20 $ (1.40 ) $ 0.76 |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Segment Reporting [Abstract] | |
Financial Information Concerning Company's Reportable Segments | The following tables show financial information for the Company's reportable segments: In millions Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Revenues Domestic and Canada RWCS $ 639.3 $ 644.3 $ 1,913.9 $ 1,927.3 International RWCS 143.5 151.1 440.2 503.0 All Other 50.3 59.5 154.9 202.9 Total $ 833.1 $ 854.9 $ 2,509.0 $ 2,633.2 Adjusted EBITDA Domestic and Canada RWCS $ 167.7 $ 196.6 $ 482.9 $ 583.4 International RWCS 26.7 20.9 73.8 80.8 All Other (44.0 ) (33.6 ) (131.8 ) (100.1 ) Total $ 150.5 $ 183.9 $ 425.0 $ 564.1 |
Reconciliation of Company's Primary Measure of Segment Profitability (EBITDA) to (Loss) Income from Operations | The following table reconciles the Company's primary measure of segment profitability (Adjusted EBITDA) to (loss) income from operations: In millions Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Total Reportable Segment Adjusted EBITDA $ 150.5 $ 183.9 $ 425.0 $ 564.1 Depreciation (1) (31.7 ) (32.1 ) (95.6 ) (95.6 ) Business Transformation (17.1 ) (21.0 ) (51.6 ) (64.9 ) Intangible Amortization (35.8 ) (31.8 ) (110.5 ) (96.6 ) Acquisition and Integration (1.6 ) (1.6 ) (3.5 ) (7.5 ) Operational Optimization (3.9 ) (3.6 ) (11.1 ) (19.5 ) Divestitures and Held-for-Sale Impairments (85.3 ) (2.0 ) (87.4 ) (19.1 ) Litigation, Settlements and Regulatory Compliance (2.4 ) (17.3 ) (21.3 ) (61.2 ) Impairments (2) - - (24.6 ) - Other (7.2 ) (6.2 ) (32.8 ) (14.9 ) (Loss) income from operations $ (34.5 ) $ 68.3 $ (13.4 ) $ 184.8 (1) Excludes depreciation charges of $0.2 million and $1.0 million for the three and nine months ended September 30, 2019, respectively that are included as part of Business Transformation. (2) Impairment primarily comprises goodwill impairment ( see Note 4 – Goodwill and Other Intangibles ). |
ENVIRONMENTAL REMEDIATION LIA_2
ENVIRONMENTAL REMEDIATION LIABILITIES (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Environmental Remediation Obligations [Abstract] | |
Schedule of Total Environmental Liabilities | Total environmental liabilities at September 30, 2019 and December 31, 2018, were classified as follows: In millions September 30, 2019 December 31, 2018 Accrued liabilities $ 3.4 $ 5.3 Other liabilities 28.1 28.2 Total environmental liabilities $ 31.5 $ 33.5 |
REVENUES FROM CONTRACTS WITH _3
REVENUES FROM CONTRACTS WITH CUSTOMERS - Schedule of Revenues Disaggregated by Service, Primary Geographical Regions and Timing of Revenue Recognition (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Disaggregation Of Revenue [Line Items] | ||||
Revenues | $ 833.1 | $ 854.9 | $ 2,509 | $ 2,633.2 |
Domestic And Canada Regulated Waste And Compliance Services | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | 639.3 | 644.3 | 1,913.9 | 1,927.3 |
Domestic And Canada Regulated Waste And Compliance Services | United States | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | 600.4 | 606.7 | 1,797.3 | 1,810.6 |
Domestic And Canada Regulated Waste And Compliance Services | Canada | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | 38.9 | 37.6 | 116.6 | 116.7 |
International Regulated Waste And Compliance Services | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | 143.5 | 151.1 | 440.2 | 503 |
International Regulated Waste And Compliance Services | Europe | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | 91.6 | 95.7 | 284.1 | 316.4 |
International Regulated Waste And Compliance Services | Others | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | 51.9 | 55.4 | 156.1 | 186.6 |
All Other | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | 50.3 | 59.5 | 154.9 | 202.9 |
All Other | United States | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | 50.3 | 59.5 | 154.9 | 202.9 |
Medical Waste and Compliance Solutions | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | 390.9 | 394.6 | 1,178.7 | 1,222.8 |
Medical Waste and Compliance Solutions | Domestic And Canada Regulated Waste And Compliance Services | United States | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | 281.4 | 283.4 | 842.6 | 860.5 |
Medical Waste and Compliance Solutions | Domestic And Canada Regulated Waste And Compliance Services | Canada | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | 10.3 | 9.7 | 31 | 29.4 |
Medical Waste and Compliance Solutions | International Regulated Waste And Compliance Services | Europe | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | 58.6 | 58.9 | 181.9 | 189.2 |
Medical Waste and Compliance Solutions | International Regulated Waste And Compliance Services | Others | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | 40.6 | 42.6 | 123.2 | 143.7 |
Hazardous Waste Solutions | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | 84 | 82 | 240.4 | 235 |
Hazardous Waste Solutions | Domestic And Canada Regulated Waste And Compliance Services | United States | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | 84 | 82 | 240.4 | 235 |
Regulated Waste And Compliance Services | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | 474.9 | 476.6 | 1,419.1 | 1,457.8 |
Regulated Waste And Compliance Services | Domestic And Canada Regulated Waste And Compliance Services | United States | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | 365.4 | 365.4 | 1,083 | 1,095.5 |
Regulated Waste And Compliance Services | Domestic And Canada Regulated Waste And Compliance Services | Canada | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | 10.3 | 9.7 | 31 | 29.4 |
Regulated Waste And Compliance Services | International Regulated Waste And Compliance Services | Europe | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | 58.6 | 58.9 | 181.9 | 189.2 |
Regulated Waste And Compliance Services | International Regulated Waste And Compliance Services | Others | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | 40.6 | 42.6 | 123.2 | 143.7 |
Manufacturing and Industrial Services | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | 76.7 | 79.1 | 222.6 | 253.1 |
Manufacturing and Industrial Services | Domestic And Canada Regulated Waste And Compliance Services | United States | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | 61.6 | 62.9 | 178.8 | 186.8 |
Manufacturing and Industrial Services | Domestic And Canada Regulated Waste And Compliance Services | Canada | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | 6 | 5.4 | 17.5 | 16.6 |
Manufacturing and Industrial Services | International Regulated Waste And Compliance Services | Europe | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | 0.8 | 1 | 2.7 | 15.9 |
Manufacturing and Industrial Services | International Regulated Waste And Compliance Services | Others | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | 8.3 | 9.8 | 23.6 | 33.8 |
Secure Information Destruction Services | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | 222.6 | 227.6 | 684 | 677.5 |
Secure Information Destruction Services | Domestic And Canada Regulated Waste And Compliance Services | United States | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | 173.4 | 178.4 | 535.5 | 528.3 |
Secure Information Destruction Services | Domestic And Canada Regulated Waste And Compliance Services | Canada | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | 16.3 | 16.3 | 48.9 | 49.1 |
Secure Information Destruction Services | International Regulated Waste And Compliance Services | Europe | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | 29.9 | 29.9 | 90.3 | 91 |
Secure Information Destruction Services | International Regulated Waste And Compliance Services | Others | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | 3 | 3 | 9.3 | 9.1 |
Communication Services | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | 38.7 | 44.7 | 119.5 | 138.9 |
Communication Services | Domestic And Canada Regulated Waste And Compliance Services | Canada | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | 4 | 3.5 | 11.9 | 12.7 |
Communication Services | International Regulated Waste And Compliance Services | Europe | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | 0.4 | 4 | 3.9 | 13.3 |
Communication Services | All Other | United States | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | 34.3 | 37.2 | 103.7 | 112.9 |
Expert Solutions | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | 20.2 | 26.9 | 63.8 | 105.9 |
Expert Solutions | Domestic And Canada Regulated Waste And Compliance Services | Canada | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | 2.3 | 2.7 | 7.3 | 8.9 |
Expert Solutions | International Regulated Waste And Compliance Services | Europe | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | 1.9 | 1.9 | 5.3 | 7 |
Expert Solutions | All Other | United States | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | 16 | 22.3 | 51.2 | 90 |
Communication Related Services | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | 58.9 | 71.6 | 183.3 | 244.8 |
Communication Related Services | Domestic And Canada Regulated Waste And Compliance Services | Canada | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | 6.3 | 6.2 | 19.2 | 21.6 |
Communication Related Services | International Regulated Waste And Compliance Services | Europe | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | 2.3 | 5.9 | 9.2 | 20.3 |
Communication Related Services | All Other | United States | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | $ 50.3 | $ 59.5 | $ 154.9 | $ 202.9 |
REVENUES FROM CONTRACTS WITH _4
REVENUES FROM CONTRACTS WITH CUSTOMERS - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Disaggregation Of Revenue [Abstract] | |||||
Contract liability | $ 13.4 | $ 13.4 | $ 15 | ||
Contract acquisition costs weighted average estimated period | 6 years 3 months 18 days | ||||
Amortized deferred sales incentive cost | $ 2.2 | $ 1.8 | $ 6.5 | $ 5 |
REVENUES FROM CONTRACTS WITH _5
REVENUES FROM CONTRACTS WITH CUSTOMERS - Schedule of Total Contract Acquisition Costs (Detail) - USD ($) $ in Millions | Sep. 30, 2019 | Dec. 31, 2018 |
Disaggregation Of Revenue [Line Items] | ||
Total contract acquisition costs | $ 33.8 | $ 31.8 |
Other Current Assets | ||
Disaggregation Of Revenue [Line Items] | ||
Total contract acquisition costs | 8.3 | 8.5 |
Other Noncurrent Assets | ||
Disaggregation Of Revenue [Line Items] | ||
Total contract acquisition costs | $ 25.5 | $ 23.3 |
RESTRUCTURING, DIVESTITURES A_3
RESTRUCTURING, DIVESTITURES AND DISPOSAL GROUPS HELD FOR SALE - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 33 Months Ended | ||||
Aug. 31, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2018 | Oct. 31, 2019 | Dec. 31, 2018 | |
Restructuring Cost And Reserve [Line Items] | ||||||||
Restructuring charges | $ 100,000 | $ 2,200,000 | ||||||
Non-cash impairment charges | $ 82,400,000 | |||||||
Proceeds from sale of business | $ 17,800,000 | 25,200,000 | ||||||
Assets and Liabilities Held for Sale, Not Discontinued Operations | ||||||||
Restructuring Cost And Reserve [Line Items] | ||||||||
Assets held for sale | 30,200,000 | 30,200,000 | $ 0 | |||||
North America | TAS | Subsequent Event | ||||||||
Restructuring Cost And Reserve [Line Items] | ||||||||
Consideration for sale of business | $ 36,400,000 | |||||||
Selling, General and Administrative Expenses | ||||||||
Restructuring Cost And Reserve [Line Items] | ||||||||
Restructuring charges | 0 | $ 5,300,000 | ||||||
Restructuring charges approximate paid over period | 2 years | |||||||
Restructuring charges future payments accrued | 3,900,000 | $ 3,900,000 | ||||||
All Other | ||||||||
Restructuring Cost And Reserve [Line Items] | ||||||||
Restructuring charges | 200,000 | |||||||
All Other | Selling, General and Administrative Expenses | ||||||||
Restructuring Cost And Reserve [Line Items] | ||||||||
Restructuring charges | 4,600,000 | |||||||
Severance costs | 1,100,000 | 1,100,000 | ||||||
International Regulated Waste And Compliance Services | ||||||||
Restructuring Cost And Reserve [Line Items] | ||||||||
Restructuring charges | 300,000 | |||||||
International Regulated Waste And Compliance Services | United Kingdom | ||||||||
Restructuring Cost And Reserve [Line Items] | ||||||||
Proceeds from sale of business | 8,200,000 | |||||||
Consideration for sale of business | 11,500,000 | 11,500,000 | $ 11,500,000 | |||||
Consideration from business sale held in escrow | $ 3,300,000 | |||||||
International Regulated Waste And Compliance Services | United Kingdom | Disposal Group, Disposed of by Sale, Not Discontinued Operations | ||||||||
Restructuring Cost And Reserve [Line Items] | ||||||||
Proceeds from sale of business | 14,900,000 | |||||||
International Regulated Waste And Compliance Services | Mexico | ||||||||
Restructuring Cost And Reserve [Line Items] | ||||||||
Cumulative foreign currency translation adjustment | 18,000,000 | |||||||
International Regulated Waste And Compliance Services | Selling, General and Administrative Expenses | ||||||||
Restructuring Cost And Reserve [Line Items] | ||||||||
Restructuring charges | 600,000 | |||||||
International Regulated Waste And Compliance Services | Selling, General and Administrative Expenses | Brazil | ||||||||
Restructuring Cost And Reserve [Line Items] | ||||||||
Restructuring charges | 1,900,000 | |||||||
Non-cash impairment charges | 400,000 | |||||||
Site clean costs | 1,000,000 | |||||||
International Regulated Waste And Compliance Services | Selling, General and Administrative Expenses | United Kingdom | Disposal Group, Disposed of by Sale, Not Discontinued Operations | ||||||||
Restructuring Cost And Reserve [Line Items] | ||||||||
Pre-tax gain (loss) from sale | (700,000) | 5,100,000 | ||||||
International Regulated Waste And Compliance Services | Selling, General and Administrative Expenses | United Kingdom | Assets and Liabilities Held for Sale, Not Discontinued Operations | ||||||||
Restructuring Cost And Reserve [Line Items] | ||||||||
Non-cash impairment charges | 4,200,000 | $ 14,800,000 | ||||||
International Regulated Waste And Compliance Services | Selling, General and Administrative Expenses | Employee Severance | Brazil | ||||||||
Restructuring Cost And Reserve [Line Items] | ||||||||
Restructuring charges | 100,000 | |||||||
International Regulated Waste And Compliance Services | Selling, General and Administrative Expenses | Closure And Exit | Brazil | ||||||||
Restructuring Cost And Reserve [Line Items] | ||||||||
Restructuring charges | 400,000 | |||||||
International Regulated Waste And Compliance Services | Cost of Revenues | ||||||||
Restructuring Cost And Reserve [Line Items] | ||||||||
Non-cash impairment charges | 2,200,000 | |||||||
International Regulated Waste And Compliance Services | Cost of Revenues | Romania | ||||||||
Restructuring Cost And Reserve [Line Items] | ||||||||
Restructuring charges | 1,800,000 | 1,800,000 | ||||||
Non-cash impairment charges | 1,400,000 | 1,400,000 | ||||||
International Regulated Waste And Compliance Services | Cost of Revenues | Brazil | ||||||||
Restructuring Cost And Reserve [Line Items] | ||||||||
Restructuring charges | 900,000 | |||||||
Non-cash impairment charges | 400,000 | |||||||
International Regulated Waste And Compliance Services | Cost of Revenues | Employee Severance | Romania | ||||||||
Restructuring Cost And Reserve [Line Items] | ||||||||
Restructuring charges | 200,000 | 200,000 | ||||||
International Regulated Waste And Compliance Services | Cost of Revenues | Employee Severance | Brazil | ||||||||
Restructuring Cost And Reserve [Line Items] | ||||||||
Restructuring charges | 100,000 | |||||||
International Regulated Waste And Compliance Services | Cost of Revenues | Closure And Exit | Romania | ||||||||
Restructuring Cost And Reserve [Line Items] | ||||||||
Restructuring charges | 200,000 | 200,000 | ||||||
International Regulated Waste And Compliance Services | Cost of Revenues | Closure And Exit | Brazil | ||||||||
Restructuring Cost And Reserve [Line Items] | ||||||||
Restructuring charges | $ 400,000 | |||||||
Domestic And Canada Regulated Waste And Compliance Services | ||||||||
Restructuring Cost And Reserve [Line Items] | ||||||||
Restructuring charges | 1,700,000 | |||||||
Domestic And Canada Regulated Waste And Compliance Services | Selling, General and Administrative Expenses | ||||||||
Restructuring Cost And Reserve [Line Items] | ||||||||
Restructuring charges | 100,000 | |||||||
Domestic And Canada Regulated Waste And Compliance Services | Selling, General and Administrative Expenses | Assets and Liabilities Held for Sale, Not Discontinued Operations | ||||||||
Restructuring Cost And Reserve [Line Items] | ||||||||
Non-cash impairment charges | 6,900,000 | |||||||
Domestic And Canada Regulated Waste And Compliance Services | Cost of Revenues | ||||||||
Restructuring Cost And Reserve [Line Items] | ||||||||
Restructuring charges | 1,000,000 | 1,000,000 | ||||||
Non-cash impairment charges | 6,800,000 | $ 2,000,000 | 6,800,000 | |||||
Domestic And Canada Regulated Waste And Compliance Services | Cost of Revenues | Lease Termination Fee | ||||||||
Restructuring Cost And Reserve [Line Items] | ||||||||
Restructuring charges | 500,000 | 500,000 | ||||||
Domestic And Canada Regulated Waste And Compliance Services | Cost of Revenues | Non-cash Leasehold Improvements | ||||||||
Restructuring Cost And Reserve [Line Items] | ||||||||
Restructuring charges | $ 500,000 | $ 500,000 |
RESTRUCTURING, DIVESTITURES A_4
RESTRUCTURING, DIVESTITURES AND DISPOSAL GROUPS HELD FOR SALE - Summary of Non-cash Impairment Charges Associated with Assets and Liabilities Classified as Held for Sale (Detail) $ in Millions | 3 Months Ended |
Sep. 30, 2019USD ($) | |
Restructuring Cost And Reserve [Line Items] | |
Total charges | $ 82.4 |
Communication Related Services | |
Restructuring Cost And Reserve [Line Items] | |
Total charges | 42.3 |
Mexico Operations | |
Restructuring Cost And Reserve [Line Items] | |
Total charges | $ 40.1 |
RESTRUCTURING, DIVESTITURES A_5
RESTRUCTURING, DIVESTITURES AND DISPOSAL GROUPS HELD FOR SALE - Summary of Assets and Liabilities Classified as Held for Sale (Detail) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Restructuring Cost And Reserve [Line Items] | ||
Total current assets (primarily receivables) | $ 30,200,000 | |
Total current liabilities | 17,400,000 | |
Assets and Liabilities Held for Sale, Not Discontinued Operations | ||
Restructuring Cost And Reserve [Line Items] | ||
Total current assets (primarily receivables) | 31,500,000 | |
Fixed assets | 13,800,000 | |
Operating lease right-of-use assets | 3,300,000 | |
Intangibles | 47,500,000 | |
Held-for-sale valuation allowance | (65,900,000) | |
Assets held-for-sale | 30,200,000 | $ 0 |
Total current liabilities | 15,200,000 | |
Long-term operating lease liabilities | 2,200,000 | |
Liabilities held-for-sale | $ 17,400,000 |
GOODWILL AND OTHER INTANGIBLE_3
GOODWILL AND OTHER INTANGIBLE ASSETS - Changes in Carrying Amount of Goodwill (Detail) $ in Millions | 9 Months Ended |
Sep. 30, 2019USD ($) | |
Goodwill [Roll Forward] | |
Beginning Balance | $ 3,222.2 |
Valuation adjustments from prior year acquisitions | (3.6) |
Impairment during the period | (20.9) |
Divestiture and held-for-sale adjustments (Note 3) | (8.6) |
Changes due to foreign currency fluctuations | (10.7) |
Ending Balance | 3,178.4 |
Domestic And Canada Regulated Waste And Compliance Services | |
Goodwill [Roll Forward] | |
Beginning Balance | 2,848.4 |
Valuation adjustments from prior year acquisitions | (3.6) |
Divestiture and held-for-sale adjustments (Note 3) | (2.4) |
Changes due to foreign currency fluctuations | 3.7 |
Ending Balance | 2,846.1 |
International Regulated Waste And Compliance Services | |
Goodwill [Roll Forward] | |
Beginning Balance | 373.8 |
Impairment during the period | (20.9) |
Divestiture and held-for-sale adjustments (Note 3) | (6.2) |
Changes due to foreign currency fluctuations | (14.4) |
Ending Balance | $ 332.3 |
GOODWILL AND OTHER INTANGIBLE_4
GOODWILL AND OTHER INTANGIBLE ASSETS - Additional Information (Detail) - USD ($) | 9 Months Ended | |
Sep. 30, 2019 | Dec. 31, 2018 | |
Intangible Assets By Major Class [Line Items] | ||
Goodwill impairment | $ 20,900,000 | |
Goodwill, net of accumulated impairments | 3,178,400,000 | $ 3,222,200,000 |
Latin America [Member] | ||
Intangible Assets By Major Class [Line Items] | ||
Goodwill impairment | 20,900,000 | |
Goodwill, net of accumulated impairments | $ 0 |
GOODWILL AND OTHER INTANGIBLE_5
GOODWILL AND OTHER INTANGIBLE ASSETS - Summary of Accumulated Non-Cash Goodwill Impairment Charges by Reportable Segment (Detail) - USD ($) $ in Millions | Sep. 30, 2019 | Dec. 31, 2018 |
Goodwill [Line Items] | ||
Total accumulated non-cash goodwill impairment charges by reportable segment | $ 444.6 | $ 423.7 |
International Regulated Waste And Compliance Services | ||
Goodwill [Line Items] | ||
Total accumulated non-cash goodwill impairment charges by reportable segment | 158.3 | 137.4 |
All Other | ||
Goodwill [Line Items] | ||
Total accumulated non-cash goodwill impairment charges by reportable segment | $ 286.3 | $ 286.3 |
GOODWILL AND OTHER INTANGIBLE_6
GOODWILL AND OTHER INTANGIBLE ASSETS - Intangible Assets (Detail) - USD ($) $ in Millions | Sep. 30, 2019 | Dec. 31, 2018 |
Intangible Assets By Major Class [Line Items] | ||
Gross Carrying Amount | $ 2,038.1 | $ 2,137.6 |
Accumulated Amortization | 571.3 | 499.9 |
Net Value | 1,466.8 | 1,637.7 |
Operating permits | ||
Intangible Assets By Major Class [Line Items] | ||
Carrying Amount, Indefinite Lived Intangible Assets | 202.6 | 212.5 |
Tradenames | ||
Intangible Assets By Major Class [Line Items] | ||
Carrying Amount, Indefinite Lived Intangible Assets | 310.8 | 312.3 |
Customer relationships | ||
Intangible Assets By Major Class [Line Items] | ||
Gross Carrying Amount | 1,499.9 | 1,591.5 |
Accumulated Amortization | 562.1 | 492 |
Net Value | 937.8 | 1,099.5 |
Covenants not-to-compete | ||
Intangible Assets By Major Class [Line Items] | ||
Gross Carrying Amount | 5.1 | 5.1 |
Accumulated Amortization | 3.8 | 3.2 |
Net Value | 1.3 | 1.9 |
Tradenames | ||
Intangible Assets By Major Class [Line Items] | ||
Gross Carrying Amount | 3.8 | 3.9 |
Accumulated Amortization | 1 | 1.2 |
Net Value | 2.8 | 2.7 |
Operating permits | ||
Intangible Assets By Major Class [Line Items] | ||
Gross Carrying Amount | 4.1 | |
Accumulated Amortization | 0.4 | |
Net Value | 3.7 | |
Other | ||
Intangible Assets By Major Class [Line Items] | ||
Gross Carrying Amount | 11.8 | 12.3 |
Accumulated Amortization | 4 | 3.5 |
Net Value | $ 7.8 | $ 8.8 |
GOODWILL AND OTHER INTANGIBLE_7
GOODWILL AND OTHER INTANGIBLE ASSETS - Changes in Carrying Amount of Intangible Assets (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Finite-lived and Indefinite-lived Intangible Assets [Roll Forward] | ||||
Beginning of period | $ 1,637.7 | |||
Intangible assets acquired during the period | 0.5 | |||
Valuation adjustments for prior year acquisitions | 3.5 | |||
Impairments during the period | (2.6) | |||
Divestitures and assets held-for-sale adjustments (Note 3) | (53.2) | |||
Amortization during the period | $ (35.8) | $ (31.8) | (110.5) | $ (96.6) |
Changes due to foreign currency fluctuations | (8.6) | |||
End of period | $ 1,466.8 | $ 1,466.8 |
GOODWILL AND OTHER INTANGIBLE_8
GOODWILL AND OTHER INTANGIBLE ASSETS - Estimated Amortization Expense (Detail) $ in Millions | Sep. 30, 2019USD ($) |
Goodwill And Intangible Assets Disclosure [Abstract] | |
2019 (remainder) | $ 34.8 |
2020 | 135.5 |
2021 | 129 |
2022 | 127.5 |
2023 | $ 124.9 |
LEASES - Components of Net Leas
LEASES - Components of Net Lease Cost (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2019 | Sep. 30, 2019 | |
Leases [Abstract] | ||
Operating lease cost | $ 27.7 | $ 85.6 |
Finance lease cost: | ||
Amortization of leased assets | 0.8 | 2.4 |
Interest on lease liabilities | 0.2 | 0.6 |
Net lease cost | $ 28.7 | $ 88.6 |
LEASES - Schedule of Supplement
LEASES - Schedule of Supplemental Cash flow Information Related to Leases (Detail) $ in Millions | 9 Months Ended |
Sep. 30, 2019USD ($) | |
Cash paid for amounts included in the measurement of lease liabilities: | |
Operating cash flows from operating leases | $ 78 |
Operating cash flows from finance leases | 0.4 |
Financing cash flows from finance leases | 2.4 |
Right-of-use assets obtained in exchange for lease obligations: | |
Operating leases | 122.2 |
Finance leases | $ 2.1 |
LEASES - Additional Information
LEASES - Additional Information (Details) $ in Millions | Sep. 30, 2019USD ($) |
Leases [Line Items] | |
Finance lease assets, net of accumulated amortization | $ 20.8 |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | us-gaap:PropertyPlantAndEquipmentNet |
Operating lease, not yet commenced, liability | $ 13 |
Finance lease, not yet commenced, liability | $ 11 |
Minimum | |
Leases [Line Items] | |
Operating leases, not yet commenced, lease term | 1 year |
Maximum | |
Leases [Line Items] | |
Operating leases, not yet commenced, lease term | 25 years |
Finance lease, lease not yet commenced, term of contract | 25 years |
LEASES - Schedule of Informatio
LEASES - Schedule of Information Regarding Lease Terms and Discount Rates (Detail) | Sep. 30, 2019 |
Weighted average remaining lease term (years): | |
Operating leases | 6 years 3 months 18 days |
Finance leases | 6 years 2 months 12 days |
Weighted average discount rate: | |
Operating leases | 4.10% |
Finance leases | 5.00% |
LEASES - Schedule of Maturities
LEASES - Schedule of Maturities of Lease Liabilities (Detail) $ in Millions | Sep. 30, 2019USD ($) |
Operating leases | |
2019 | $ 27.5 |
2020 | 99.8 |
2021 | 82.9 |
2022 | 65.1 |
2023 and thereafter | 189.6 |
Total lease payments | 464.9 |
Less: Interest | 55.8 |
Present value of lease liabilities | 409.1 |
Finance leases | |
2019 | 0.8 |
2020 | 3.3 |
2021 | 2.4 |
2022 | 2.5 |
2023 and thereafter | 12.1 |
Total lease payments | 21.1 |
Less: Interest | 2.2 |
Present value of lease liabilities | $ 18.9 |
DEBT - Schedule of Debt (Detail
DEBT - Schedule of Debt (Detail) - USD ($) $ in Millions | Sep. 30, 2019 | Jun. 14, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | |||
Total debt | $ 2,744.1 | $ 2,778.7 | |
Less: current portion of total debt | 111.9 | 104.3 | |
Less: unamortized debt issuance costs | 15.2 | $ 7.1 | 10.5 |
Long-term portion of total debt | 2,617 | 2,663.9 | |
Line of credit | $1.2 billion Senior Credit Facility, due in 2022 | |||
Debt Instrument [Line Items] | |||
Total debt | 731.5 | 583.3 | |
Term Loan | $1.3 billion Term Loan, due in 2022 | |||
Debt Instrument [Line Items] | |||
Total debt | 1,227.3 | 902.5 | |
Senior Notes | $600 million Senior Notes, due 2024 | |||
Debt Instrument [Line Items] | |||
Total debt | 600 | ||
Private placement notes | $125 million private placement notes, due in 2019 | |||
Debt Instrument [Line Items] | |||
Total debt | 125 | ||
Private placement notes | $225 million private placement notes, due in 2020 | |||
Debt Instrument [Line Items] | |||
Total debt | 225 | ||
Private placement notes | $150 million private placement notes, due in 2021 | |||
Debt Instrument [Line Items] | |||
Total debt | 150 | ||
Private placement notes | $125 million private placement notes, due in 2022 | |||
Debt Instrument [Line Items] | |||
Total debt | 125 | ||
Private placement notes | $200 million private placement notes, due in 2022 | |||
Debt Instrument [Line Items] | |||
Total debt | 200 | ||
Private placement notes | $100 million private placement notes, due in 2023 | |||
Debt Instrument [Line Items] | |||
Total debt | 100 | ||
Private placement notes | $150 million private placement notes, due in 2023 | |||
Debt Instrument [Line Items] | |||
Total debt | 150 | ||
Promissory notes and deferred consideration | Notes weighted average maturity 2.5 and 2.7 years | |||
Debt Instrument [Line Items] | |||
Total debt | 86.6 | 120.9 | |
Foreign bank debt | Debt weighted average maturity 1.5 years and 1.9 years | |||
Debt Instrument [Line Items] | |||
Total debt | 79.8 | 76.7 | |
Obligations under finance leases | |||
Debt Instrument [Line Items] | |||
Total debt | $ 18.9 | $ 20.3 |
DEBT - Schedule of Debt (Parent
DEBT - Schedule of Debt (Parenthetical) (Detail) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2019 | Dec. 31, 2018 | Jun. 14, 2019 | |
Line of credit | $1.2 billion Senior Credit Facility, due in 2022 | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity of line of credit facility | $ 1,200,000,000 | ||
Term Loan | $1.3 billion Term Loan, due in 2022 | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity of line of credit facility | 1,300,000,000 | ||
Senior Notes | $600 million Senior Notes, due 2024 | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity of line of credit facility | $ 600,000,000 | ||
Long-term debt, face amount | $ 600,000,000 | ||
Private placement notes | $125 million private placement notes, due in 2019 | |||
Debt Instrument [Line Items] | |||
Long-term debt, face amount | $ 125,000,000 | ||
Private placement notes | $225 million private placement notes, due in 2020 | |||
Debt Instrument [Line Items] | |||
Long-term debt, face amount | 225,000,000 | ||
Private placement notes | $150 million private placement notes, due in 2021 | |||
Debt Instrument [Line Items] | |||
Long-term debt, face amount | 150,000,000 | ||
Private placement notes | $125 million private placement notes, due in 2022 | |||
Debt Instrument [Line Items] | |||
Long-term debt, face amount | 125,000,000 | ||
Private placement notes | $200 million private placement notes, due in 2022 | |||
Debt Instrument [Line Items] | |||
Long-term debt, face amount | 200,000,000 | ||
Private placement notes | $100 million private placement notes, due in 2023 | |||
Debt Instrument [Line Items] | |||
Long-term debt, face amount | 100,000,000 | ||
Private placement notes | $150 million private placement notes, due in 2023 | |||
Debt Instrument [Line Items] | |||
Long-term debt, face amount | $ 150,000,000 | ||
Promissory notes and deferred consideration | Notes weighted average maturity 2.5 and 2.7 years | |||
Debt Instrument [Line Items] | |||
Long-term debt, maturity | 2 years 6 months | 2 years 8 months 12 days | |
Foreign bank debt | Debt weighted average maturity 1.5 years and 1.9 years | |||
Debt Instrument [Line Items] | |||
Long-term debt, maturity | 1 year 6 months | 1 year 10 months 24 days |
DEBT - Additional Information (
DEBT - Additional Information (Detail) - USD ($) | Jun. 14, 2019 | Sep. 30, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | |||
Repurchase price percentage of principle and interest amount | 101.00% | ||
Repayments of private placement notes | $ 1,075,000,000 | ||
Less: unamortized debt issuance costs | $ 7,100,000 | 15,200,000 | $ 10,500,000 |
Loss on early extinguishment of debt | 23,100,000 | ||
Fourth Amendment | |||
Debt Instrument [Line Items] | |||
Issuance cost | 2,000,000 | ||
Interest expense | 200,000 | ||
Foreign Debt Due in 2020 | |||
Debt Instrument [Line Items] | |||
Aggregate principal amount | $ 13,900,000 | ||
Term Loan Facility | Fourth Amendment | |||
Debt Instrument [Line Items] | |||
Debt instrument additional borrowing capacity | $ 365,000,000 | ||
Term Loan Facility | Quarter Ending on or Before March 31, 2020 | |||
Debt Instrument [Line Items] | |||
Maximum consolidated leverage ratio | 4.50% | 4.41% | |
Term Loan Facility | Quarter Ending from April 1, 2020 through September 30, 2020 | |||
Debt Instrument [Line Items] | |||
Maximum consolidated leverage ratio | 4.25% | ||
Term Loan Facility | Quarter Ending December 31, 2020 | |||
Debt Instrument [Line Items] | |||
Maximum consolidated leverage ratio | 4.00% | ||
Term Loan Facility | Quarter Ending Thereafter | |||
Debt Instrument [Line Items] | |||
Maximum consolidated leverage ratio | 3.75% | ||
Term Loan Facility | Maximum | |||
Debt Instrument [Line Items] | |||
Allowed additional cash back to EBITDA | $ 200,000,000 | ||
Senior Notes | |||
Debt Instrument [Line Items] | |||
Debt instrument, redemption price, percentage of principal amount redeemed | 100.00% | ||
Debt instrument, redemption, description | The Senior Notes will be redeemable, at the option of the Company, in whole or in part, at any time on or after July 15, 2021, at the redemption prices specified in the Indenture along with accrued interest. At any time prior to July 15, 2021, the Senior Notes may be redeemed, at the option of the Company, in whole or in part, at a redemption price of 100% of the principal amount thereof, plus a “make-whole” premium and accrued and unpaid interest. In addition, the Company may redeem up to 40% of the Senior Notes at any time before July 15, 2021, with the net cash proceeds from certain equity offerings at a redemption price equal to 105.375%, plus accrued and unpaid interest. | ||
Senior Notes | Equity Offering | |||
Debt Instrument [Line Items] | |||
Debt instrument, redemption price, percentage of principal amount redeemed | 105.375% | ||
Senior Notes | Maximum | |||
Debt Instrument [Line Items] | |||
Debt instrument, redemption price, percentage | 40.00% | ||
Senior Notes | Senior Notes, due July 2024 | |||
Debt Instrument [Line Items] | |||
Aggregate principal amount | $ 600,000,000 | ||
Debt instrument, interest rate | 5.375% | ||
Debt Instrument, frequency of periodic payment | payable on January 15 and July 15 of each year | ||
Private Placement Notes | |||
Debt Instrument [Line Items] | |||
Repayments of private placement notes | $ 1,075,000,000 | ||
Loss on early extinguishment of debt | 23,100,000 | ||
Premiums payable | 20,400,000 | ||
Write-off of unamortized debt issuance costs | 2,700,000 | ||
Interest expense | $ 3,400,000 |
DEBT - Schedule of Outstanding
DEBT - Schedule of Outstanding Letters of Credit, Unused Portion of Senior Credit Facility And Other Letters of Credit Outstanding (Detail) - Senior credit facility - Line of credit - USD ($) $ in Millions | Sep. 30, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||
Outstanding letters of credit under Senior Credit Facility | $ 36.2 | $ 63.1 |
Unused portion of the Senior Credit Facility | 432.3 | 553.6 |
Other letters of credit outstanding | $ 52.3 | $ 52.2 |
INCOME TAXES - Additional Infor
INCOME TAXES - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Income Tax Disclosure [Abstract] | ||||
Income tax expense (benefit) | $ (8.6) | $ 10.9 | $ (8) | $ 27.1 |
Effective tax rate | 12.70% | 31.70% | 5.90% | 26.90% |
Adjustments amount related to measurement period | $ 0.4 | $ 0.4 |
FAIR VALUE MEASUREMENTS - Addit
FAIR VALUE MEASUREMENTS - Additional Information (Detail) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Maximum | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Maximum contingent liability if financial performance measures were fully met | $ 10,600,000 | |
Level 2 Inputs [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Derivative asset | $ 300,000 |
FAIR VALUE MEASUREMENTS - Sched
FAIR VALUE MEASUREMENTS - Schedule of Contingent Consideration Liabilities Recorded Using Level 3 Inputs (Detail) - Level 3 Inputs [Member] - USD ($) $ in Millions | Sep. 30, 2019 | Dec. 31, 2018 |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Other current liabilities | $ 0.6 | $ 2.8 |
Other liabilities | 7.5 | 7.5 |
Total contingent consideration | $ 8.1 | $ 10.3 |
FAIR VALUE MEASUREMENTS - Chang
FAIR VALUE MEASUREMENTS - Changes to Contingent Consideration (Detail) - Contingent Consideration Liability $ in Millions | 9 Months Ended |
Sep. 30, 2019USD ($) | |
Business Combination, Contingent Consideration, Liability [Roll Forward] | |
Contingent consideration, Beginning Balance | $ 10.3 |
Decrease due to payments | (2.2) |
Contingent consideration, Ending Balance | $ 8.1 |
FAIR VALUE MEASUREMENTS - Estim
FAIR VALUE MEASUREMENTS - Estimated Fair Value of Company's Debt Obligations, Using Level 2 Inputs, Compared to Carrying Value (Detail) - USD ($) $ in Millions | Sep. 30, 2019 | Dec. 31, 2018 |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Carrying value of debt obligations | $ 2,744.1 | $ 2,778.7 |
Level 2 Inputs [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Fair value of debt obligations | 2,770 | 2,750 |
Carrying value of debt obligations | $ 2,740 | $ 2,780 |
STOCK BASED COMPENSATION - Stoc
STOCK BASED COMPENSATION - Stock-Based Compensation Expense Resulting from Stock Option Awards, RSUs, PSUs and ESPP (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | $ 3.7 | $ 6.7 | $ 13.7 | $ 19.5 |
Stock Options | Selling, General and Administrative Expenses | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 0.9 | 2.5 | 6.8 | 8.4 |
Restricted Stock Units (RSUs) | Selling, General and Administrative Expenses | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 2 | 2 | 6 | 5.8 |
Performance-Based Restricted Stock Units | Selling, General and Administrative Expenses | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 0.5 | 1.9 | 0.2 | 4.5 |
ESPP | Selling, General and Administrative Expenses | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | $ 0.3 | $ 0.3 | $ 0.7 | $ 0.8 |
STOCK BASED COMPENSATION - St_2
STOCK BASED COMPENSATION - Stock Option Activity (Detail) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Number of Options | ||||
Outstanding at beginning of year | 4,896,386 | |||
Granted | 30,666 | 1,712 | 340,652 | 362,382 |
Exercised | (267,566) | |||
Forfeited | (387,082) | |||
Canceled or expired | (373,137) | |||
Outstanding as of September 30, 2019 | 4,209,253 | 4,209,253 | ||
Exercisable as of September 30, 2019 | 3,351,023 | 3,351,023 | ||
Weighted Average Exercise Price per Share | ||||
Outstanding at beginning of year | $ 95.85 | |||
Granted | 49.01 | |||
Exercised | 51.50 | |||
Forfeited | 89.17 | |||
Canceled or expired | 97.89 | |||
Outstanding as of September 30, 2019 | $ 95.37 | 95.37 | ||
Exercisable as of September 30, 2019 | $ 100.83 | $ 100.83 | ||
Weighted Average Remaining Contractual Life | ||||
Outstanding as of September 30, 2019 | 3 years 2 months 12 days | |||
Exercisable as of September 30, 2019 | 2 years 6 months | |||
Total Aggregate Intrinsic Value | ||||
Outstanding as of September 30, 2019 | $ 0.8 | $ 0.8 |
STOCK BASED COMPENSATION - Addi
STOCK BASED COMPENSATION - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Intrinsic value of options exercised | $ 0 | $ 3.3 | $ 1.5 | $ 4.8 |
Stock Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unrecognized compensation expenses related to stock options | 11.2 | $ 11.2 | ||
Weighted average period of recognition for unrecognized compensation expenses | 2 years 6 months | |||
Award vesting period | 3 years | |||
Restricted Stock Units (RSUs) | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Weighted average period of recognition for unrecognized compensation expenses | 2 years 8 months 12 days | |||
Award vesting period | 3 years | |||
Unrecognized compensation expenses related to RSUs | 21.8 | $ 21.8 | ||
Fair value of units vested (in shares) | 0.3 | 5.1 | ||
Performance-Based Restricted Stock Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unrecognized compensation expenses related to RSUs | $ 0.6 | $ 0.6 | ||
Additional shares expected to vest | 227,000 |
STOCK BASED COMPENSATION - Assu
STOCK BASED COMPENSATION - Assumptions Used in Black-Scholes Option Pricing Model (Detail) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||||
Stock options granted (shares) | 30,666 | 1,712 | 340,652 | 362,382 |
Weighted average fair value at grant date | $ 13.74 | $ 18.09 | $ 14.41 | $ 16.87 |
Expected term (in years) | 4 years 4 months 2 days | 4 years 10 months 20 days | 4 years 4 months 24 days | 4 years 10 months 20 days |
Expected volatility | 32.63% | 25.68% | 30.99% | 25.34% |
Expected dividend yield | 0.00% | 0.00% | 0.00% | 0.00% |
Risk free interest rate | 1.76% | 2.74% | 2.35% | 2.58% |
STOCK BASED COMPENSATION - Summ
STOCK BASED COMPENSATION - Summary of RSU Activity (Detail) - Restricted Stock Units (RSUs) $ / shares in Units, $ in Millions | 9 Months Ended |
Sep. 30, 2019USD ($)$ / sharesshares | |
Number of Units | |
Non-vested at January 1, 2019 | shares | 429,810 |
Granted | shares | 262,864 |
Vested and released | shares | (105,677) |
Forfeited | shares | (115,001) |
Non-vested as of September 30, 2019 | shares | 471,996 |
Weighted Average Grant Date Fair Value Per Share | |
Non-vested at January 1, 2019 | $ / shares | $ 72.02 |
Granted | $ / shares | 48.57 |
Vested and released | $ / shares | 73.47 |
Forfeited | $ / shares | 69.30 |
Non-vested as of September 30, 2019 | $ / shares | $ 59.12 |
Weighted Average Remaining Contractual Life | |
Non-vested as of September 30, 2019 | 1 year 7 months 6 days |
Total Aggregate Intrinsic Value | |
Non-vested as of September 30, 2019 | $ | $ 24 |
STOCK BASED COMPENSATION - Su_2
STOCK BASED COMPENSATION - Summary of PSU Activity (Detail) - Performance-Based Restricted Stock Units | 9 Months Ended |
Sep. 30, 2019$ / sharesshares | |
Number of Units | |
Non-vested at January 1, 2019 | shares | 115,508 |
Granted | shares | 157,451 |
Vested and released | shares | (65,095) |
Forfeited | shares | (84,936) |
Non-vested as of September 30, 2019 | shares | 122,928 |
Weighted Average Grant Date Fair Value Per Share | |
Non-vested at January 1, 2019 | $ / shares | $ 63.77 |
Granted | $ / shares | 48.59 |
Vested and released | $ / shares | 63.38 |
Forfeited | $ / shares | 58.11 |
Non-vested as of September 30, 2019 | $ / shares | $ 48.45 |
(LOSS) EARNINGS PER COMMON SH_3
(LOSS) EARNINGS PER COMMON SHARE - Computation of Basic and Diluted (Loss) Earnings Per Share (Detail) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Numerator: | ||||
Net (loss) income attributable to Stericycle, Inc. | $ (59.2) | $ 23.5 | $ (127.5) | $ 73.7 |
Mandatory convertible preferred stock dividend | (8.4) | (25.5) | ||
Gain on repurchases of preferred stock | 2.4 | 16.9 | ||
Net (loss) income attributable to Stericycle, Inc. common shareholders | $ (59.2) | $ 17.5 | $ (127.5) | $ 65.1 |
Denominator: | ||||
Denominator for basic (loss) earnings per share - weighted average shares (in shares) | 91.1 | 86.7 | 91 | 85.9 |
Effect of dilutive securities: | ||||
Stock-based compensation awards | 0.2 | 0.2 | ||
Denominator for diluted (loss) earnings per share - adjusted weighted average shares and after assumed exercises | 91.1 | 86.8 | 91 | 86.1 |
(Loss) earnings per share - Basic (in dollars per share) | $ (0.65) | $ 0.20 | $ (1.40) | $ 0.76 |
(Loss) earnings per share - Diluted (in dollars per share) | $ (0.65) | $ 0.20 | $ (1.40) | $ 0.76 |
(LOSS) EARNINGS PER COMMON SH_4
(LOSS) EARNINGS PER COMMON SHARE - Additional Information (Detail) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Stock Options | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Shares excluded from computation of diluted earnings per share | 4,469 | 4,631 | 4,663 | 4,697 |
Restricted Stock Units (RSUs) | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Shares excluded from computation of diluted earnings per share | 335 | 151 | 239 | 47 |
SEGMENT REPORTING - Financial I
SEGMENT REPORTING - Financial Information Concerning Company's Reportable Segments (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Segment Reporting Information [Line Items] | ||||
Revenues | $ 833.1 | $ 854.9 | $ 2,509 | $ 2,633.2 |
Adjusted EBITDA | 150.5 | 183.9 | 425 | 564.1 |
Domestic And Canada Regulated Waste And Compliance Services | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 639.3 | 644.3 | 1,913.9 | 1,927.3 |
Adjusted EBITDA | 167.7 | 196.6 | 482.9 | 583.4 |
International Regulated Waste And Compliance Services | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 143.5 | 151.1 | 440.2 | 503 |
Adjusted EBITDA | 26.7 | 20.9 | 73.8 | 80.8 |
All Other | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 50.3 | 59.5 | 154.9 | 202.9 |
Adjusted EBITDA | $ (44) | $ (33.6) | $ (131.8) | $ (100.1) |
SEGMENT REPORTING - Reconciliat
SEGMENT REPORTING - Reconciliation of Company's Primary Measure of Segment Profitability (EBITDA) to (Loss) Income from Operations (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Segment Reporting [Abstract] | ||||
Total Reportable Segment Adjusted EBITDA | $ 150.5 | $ 183.9 | $ 425 | $ 564.1 |
Depreciation | (31.7) | (32.1) | (95.6) | (95.6) |
Business Transformation | (17.1) | (21) | (51.6) | (64.9) |
Intangible Amortization | (35.8) | (31.8) | (110.5) | (96.6) |
Acquisition and Integration | (1.6) | (1.6) | (3.5) | (7.5) |
Operational Optimization | (3.9) | (3.6) | (11.1) | (19.5) |
Divestitures and Held-for-Sale Impairments | (85.3) | (2) | (87.4) | (19.1) |
Litigation, Settlements and Regulatory Compliance | (2.4) | (17.3) | (21.3) | (61.2) |
Impairment | (24.6) | |||
Other | (7.2) | (6.2) | (32.8) | (14.9) |
(Loss) income from operations | $ (34.5) | $ 68.3 | $ (13.4) | $ 184.8 |
SEGMENT REPORTING - Reconcili_2
SEGMENT REPORTING - Reconciliation of Company's Primary Measure of Segment Profitability (EBITDA) to (Loss) Income from Operations (Parenthetical) (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2019 | Sep. 30, 2019 | |
Segment Reporting [Abstract] | ||
Depreciation charges for business transformation | $ 0.2 | $ 1 |
ENVIRONMENTAL REMEDIATION LIA_3
ENVIRONMENTAL REMEDIATION LIABILITIES - Schedule of Total Environmental Liabilities (Detail) - USD ($) $ in Millions | Sep. 30, 2019 | Dec. 31, 2018 |
Loss Contingencies [Line Items] | ||
Total environmental liabilities | $ 31.5 | $ 33.5 |
Other Liabilities | ||
Loss Contingencies [Line Items] | ||
Total environmental liabilities | 28.1 | 28.2 |
Accrued Liabilities | ||
Loss Contingencies [Line Items] | ||
Total environmental liabilities | $ 3.4 | $ 5.3 |
ENVIRONMENTAL REMEDIATION LIA_4
ENVIRONMENTAL REMEDIATION LIABILITIES - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2019 | |
Commitments And Contingencies Disclosure [Abstract] | |
Environmental remediation liabilities, projection term | 30 years |
LEGAL PROCEEDINGS - Additional
LEGAL PROCEEDINGS - Additional Information (Detail) - USD ($) $ in Thousands | Oct. 07, 2019 | Jul. 30, 2019 | Mar. 25, 2019 | Feb. 25, 2019 | Oct. 17, 2017 | Sep. 30, 2019 |
Loss Contingencies [Line Items] | ||||||
Number of days to appeal fine | 30 days | |||||
Washington Ecology | ||||||
Loss Contingencies [Line Items] | ||||||
Environmental issued associated notice of penalty, assessing fine | $ 1,900 | |||||
Siu Settlement | ||||||
Loss Contingencies [Line Items] | ||||||
Awarded payment from insurance carriers | $ 1,250 | $ 7,500 | ||||
Receivable from applicable insurance | $ 6,250 | |||||
Definitive settlement agreement | ||||||
Loss Contingencies [Line Items] | ||||||
Litigation settlement amount, common fund established | $ 295,000 | |||||
Proposed Securities Class Action Settlement | ||||||
Loss Contingencies [Line Items] | ||||||
Litigation settlement amount, common fund established | $ 45,000 | $ 45,000 |