Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2014 | Apr. 11, 2014 | |
Document Documentand Entity Information [Abstract] | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 31-Mar-14 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q1 | ' |
Entity Registrant Name | 'WASTE CONNECTIONS, INC. | ' |
Entity Central Index Key | '0001057058 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Large Accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 123,950,171 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and equivalents | $15,854 | $13,591 |
Accounts receivable, net of allowance for doubtful accounts of $7,004 and $7,348 at March 31, 2014 and December 31, 2013, respectively | 228,504 | 234,001 |
Deferred income taxes | 33,464 | 41,275 |
Prepaid expenses and other current assets | 31,695 | 39,638 |
Total current assets | 309,517 | 328,505 |
Property and equipment, net | 2,454,902 | 2,450,649 |
Goodwill | 1,674,310 | 1,675,154 |
Intangible assets, net | 521,294 | 527,871 |
Restricted assets | 37,990 | 35,921 |
Other assets, net | 46,208 | 46,152 |
Total Assets | 5,044,221 | 5,064,252 |
Current liabilities: | ' | ' |
Accounts payable | 95,179 | 105,394 |
Book overdraft | 12,591 | 12,456 |
Accrued liabilities | 124,484 | 119,026 |
Deferred revenue | 71,834 | 71,917 |
Current portion of long-term debt and notes payable | 4,009 | 5,385 |
Total current liabilities | 340,467 | 345,018 |
Long-term debt and notes payable | 2,004,865 | 2,067,590 |
Other long-term liabilities | 82,543 | 77,035 |
Deferred income taxes | 503,786 | 501,692 |
Total liabilities | 2,958,212 | 3,016,045 |
Commitments and contingencies (Note 14) | ' | ' |
Equity: | ' | ' |
Preferred stock: $0.01 par value per share; 7,500,000 shares authorized; none issued and outstanding | ' | ' |
Common stock: $0.01 par value per share; 250,000,000 shares authorized; 123,950,171 and 123,566,487 shares issued and outstanding at March 31, 2014 and December 31, 2013, respectively | 1,239 | 1,236 |
Additional paid-in capital | 799,169 | 796,085 |
Accumulated other comprehensive loss | -1,764 | -1,869 |
Retained earnings | 1,282,403 | 1,247,630 |
Total Waste Connections' equity | 2,081,047 | 2,043,082 |
Noncontrolling interest in subsidiaries | 4,962 | 5,125 |
Total equity | 2,086,009 | 2,048,207 |
Total Liabilities and Stockholders' Equity | 5,044,221 | 5,064,252 |
Current Liabilities [Member] | ' | ' |
Current liabilities: | ' | ' |
Contingent considerations | 32,370 | 30,840 |
Other Long-term Liabilities [Member} | ' | ' |
Current liabilities: | ' | ' |
Contingent considerations | $26,551 | $24,710 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
Statement Of Financial Position [Abstract] | ' | ' |
Allowance for doubtful accounts | $7,004 | $7,348 |
Preferred stock, par value | $0.01 | $0.01 |
Preferred stock, shares authorized | 7,500,000 | 7,500,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $0.01 | $0.01 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 123,950,171 | 123,566,487 |
Common stock, shares outstanding | 123,950,171 | 123,566,487 |
Consolidated_Statements_of_Net
Consolidated Statements of Net Income (USD $) | 3 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Income Statement [Abstract] | ' | ' |
Revenues | $481,710 | $449,892 |
Operating expenses: | ' | ' |
Cost of operations | 263,061 | 251,963 |
Selling, general and administrative | 55,647 | 53,251 |
Depreciation | 55,817 | 51,649 |
Amortization of intangibles | 6,737 | 6,438 |
Gain on disposal of assets | -141 | -322 |
Operating income | 100,589 | 86,913 |
Interest expense | -16,910 | -19,012 |
Other income (expense), net | -524 | 742 |
Income before income tax provision | 83,155 | 68,643 |
Income tax provision | -33,932 | -26,963 |
Net income | 49,223 | 41,680 |
Less: Net income attributable to noncontrolling interests | -208 | -124 |
Net income attributable to Waste Connections | $49,015 | $41,556 |
Earnings per common share attributable to Waste Connections' common stockholders: | ' | ' |
Basic | $0.40 | $0.34 |
Diluted | $0.39 | $0.34 |
Shares used in the per share calculations: | ' | ' |
Basic | 123,963,001 | 123,380,799 |
Diluted | 124,714,097 | 123,904,929 |
Cash dividends per common share | $0.12 | $0.10 |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive Income (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Net income | $49,223 | $41,680 |
Other comprehensive income (loss), before tax: | ' | ' |
Other comprehensive income before tax | 166 | 1,931 |
Income tax expense related to items of other comprehensive income | -61 | -733 |
Other comprehensive income, net of tax | 105 | 1,198 |
Comprehensive income | 49,328 | 42,878 |
Less: Comprehensive income attributable to noncontrolling interests | -208 | -124 |
Comprehensive income attributable to Waste Connections | 49,120 | 42,754 |
Interest Rate Swap [Member] | ' | ' |
Other comprehensive income (loss), before tax: | ' | ' |
Amounts reclassified, gross | 1,068 | 1,379 |
Changes in fair value, gross | -294 | -39 |
Fuel [Member] | Commodity Contract [Member] | ' | ' |
Other comprehensive income (loss), before tax: | ' | ' |
Amounts reclassified, gross | -323 | ' |
Changes in fair value, gross | ($285) | $591 |
Consolidated_Statements_of_Equ
Consolidated Statements of Equity (USD $) | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Retained Earnings [Member] | Noncontrolling Interests [Member] | Total |
In Thousands, except Share data | ||||||
Beginning Balances at Dec. 31, 2012 | $1,230 | $779,904 | ($6,165) | $1,103,188 | $4,973 | $1,883,130 |
Beginning Balances, shares at Dec. 31, 2012 | 123,019,494 | ' | ' | ' | ' | ' |
Vesting of restricted stock units (in shares) | 470,559 | ' | ' | ' | ' | ' |
Vesting of restricted stock units | 4 | -4 | ' | ' | ' | ' |
Tax withholdings related to net share settlements of restricted stock units | -1 | -5,279 | ' | ' | ' | -5,280 |
Tax withholdings related to net share settlements of restricted stock units, shares | -148,219 | ' | ' | ' | ' | ' |
Equity-based compensation | ' | 3,594 | ' | ' | ' | 3,594 |
Exercise of stock options and warrants | 1 | 760 | ' | ' | ' | 761 |
Exercise of stock options and warrants, shares | 76,778 | ' | ' | ' | ' | ' |
Excess tax benefit associated with equity-based compensation | ' | 2,098 | ' | ' | ' | 2,098 |
Cash dividends on common stock | ' | ' | ' | -12,310 | ' | -12,310 |
Amounts reclassified into earnings, net of taxes | ' | ' | 852 | ' | ' | 852 |
Changes in fair value of cash flow hedges, net of taxes | ' | ' | 346 | ' | ' | 346 |
Distributions to noncontrolling interests | ' | ' | ' | ' | -198 | -198 |
Net income | ' | ' | ' | 41,556 | 124 | 41,680 |
Ending Balances at Mar. 31, 2013 | 1,234 | 781,073 | -4,967 | 1,132,434 | 4,899 | 1,914,673 |
Ending Balances, Shares at Mar. 31, 2013 | 123,418,612 | ' | ' | ' | ' | ' |
Beginning Balances at Dec. 31, 2013 | 1,236 | 796,085 | -1,869 | 1,247,630 | 5,125 | 2,048,207 |
Beginning Balances, shares at Dec. 31, 2013 | 123,566,487 | ' | ' | ' | ' | 123,566,487 |
Vesting of restricted stock units (in shares) | 493,623 | ' | ' | ' | ' | ' |
Vesting of restricted stock units | 5 | -5 | ' | ' | ' | ' |
Tax withholdings related to net share settlements of restricted stock units | -2 | -6,669 | ' | ' | ' | -6,671 |
Tax withholdings related to net share settlements of restricted stock units, shares | -156,902 | ' | ' | ' | ' | ' |
Equity-based compensation | ' | 4,169 | ' | ' | ' | 4,169 |
Exercise of stock options and warrants | ' | 529 | ' | ' | ' | 529 |
Exercise of stock options and warrants, shares | 46,963 | ' | ' | ' | ' | ' |
Excess tax benefit associated with equity-based compensation | ' | 5,060 | ' | ' | ' | 5,060 |
Cash dividends on common stock | ' | ' | ' | -14,242 | ' | -14,242 |
Amounts reclassified into earnings, net of taxes | ' | ' | 459 | ' | ' | 459 |
Changes in fair value of cash flow hedges, net of taxes | ' | ' | -354 | ' | ' | -354 |
Distributions to noncontrolling interests | ' | ' | ' | ' | -371 | -371 |
Net income | ' | ' | ' | 49,015 | 208 | 49,223 |
Ending Balances at Mar. 31, 2014 | $1,239 | $799,169 | ($1,764) | $1,282,403 | $4,962 | $2,086,009 |
Ending Balances, Shares at Mar. 31, 2014 | 123,950,171 | ' | ' | ' | ' | 123,950,171 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Cash flows from operating activities: | ' | ' |
Net income | $49,223 | $41,680 |
Adjustments to reconcile net income to net cash provided by operating activities: | ' | ' |
Gain on disposal of assets | -141 | -322 |
Depreciation | 55,817 | 51,649 |
Amortization of intangibles | 6,737 | 6,438 |
Deferred income taxes, net of acquisitions | 9,844 | 16,524 |
Amortization of debt issuance costs | 808 | 858 |
Equity-based compensation | 4,169 | 3,594 |
Interest income on restricted assets | -103 | -113 |
Interest accretion | 1,213 | 1,293 |
Excess tax benefit associated with equity-based compensation | -5,060 | -2,098 |
Changes in operating assets and liabilities, net of effects from acquisitions: | ' | ' |
Net change in operating assets and liabilities, net of acquisitions | 22,450 | 13,455 |
Net cash provided by operating activities | 144,957 | 132,958 |
Cash flows from investing activities: | ' | ' |
Payments for acquisitions, net of cash acquired | -27,215 | ' |
Proceeds from adjustment to acquisition consideration | 843 | 18,000 |
Capital expenditures for property and equipment | -35,592 | -36,905 |
Proceeds from disposal of assets | 1,312 | 723 |
Increase in restricted assets, net of interest income | -1,966 | ' |
Other | 91 | -926 |
Net cash used in investing activities | -62,527 | -19,108 |
Cash flows from financing activities: | ' | ' |
Proceeds from long-term debt | 65,000 | 26,500 |
Principal payments on notes payable and long-term debt | -129,101 | -134,083 |
Payment of contingent consideration recorded at acquisition date | -506 | -229 |
Change in book overdraft | 135 | -17 |
Proceeds from option and warrant exercises | 529 | 761 |
Excess tax benefit associated with equity-based compensation | 5,060 | 2,098 |
Payments for cash dividends | -14,242 | -12,310 |
Tax withholdings related to net share settlements of restricted stock units | -6,671 | -5,280 |
Distributions to noncontrolling interests | -371 | -198 |
Debt issuance costs | ' | -24 |
Net cash used in financing activities | -80,167 | -122,782 |
Net increase (decrease) in cash and equivalents | 2,263 | -8,932 |
Cash and equivalents at beginning of period | 13,591 | 23,212 |
Cash and equivalents at end of period | 15,854 | 14,280 |
Non-cash financing activity: | ' | ' |
Liabilities assumed and notes payable issued to sellers of businesses acquired | $2,939 | ' |
Basis_of_Presentation_and_Summ
Basis of Presentation and Summary | 3 Months Ended |
Mar. 31, 2014 | |
Basis of Presentation and Summary [Abstract] | ' |
Basis of Presentation and Summary | ' |
1.BASIS OF PRESENTATION AND SUMMARY | |
The accompanying condensed consolidated financial statements relate to Waste Connections, Inc. and its subsidiaries (“WCI” or the “Company”) for the three month periods ended March 31, 2014 and 2013. In the opinion of management, the accompanying balance sheets and related interim statements of net income, comprehensive income, cash flows and equity include all adjustments, consisting only of normal recurring items, necessary for their fair statement in conformity with U.S. generally accepted accounting principles (“GAAP”). Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses. Examples include accounting for landfills, self-insurance accruals, income taxes, allocation of acquisition purchase price and asset impairments. An additional area that involves estimation is when the Company estimates the amount of potential exposure it may have with respect to litigation, claims and assessments in accordance with the accounting guidance on contingencies. Actual results for all estimates could differ materially from the estimates and assumptions that the Company uses in the preparation of its condensed consolidated financial statements. | |
Interim results are not necessarily indicative of results for a full year. These interim financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013. | |
New_Accounting_Standards
New Accounting Standards | 3 Months Ended |
Mar. 31, 2014 | |
New Accounting Standards [Abstract] | ' |
New Accounting Standards | ' |
2.NEW ACCOUNTING STANDARDS | |
Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. In April 2014, the Financial Accounting Standards Board issued guidance that changes the threshold for reporting discontinued operations and adds new disclosures. The new guidance defines a discontinued operation as a disposal of a component or group of components that is disposed of or is classified as held for sale and "represents a strategic shift that has (or will have) a major effect on an entity's operations and financial results." For disposals of individually significant components that do not qualify as discontinued operations, an entity must disclose pre-tax earnings of the disposed component. For public business entities, this guidance is effective prospectively for all disposals (or classifications as held for sale) of components of an entity that occur within annual periods beginning on or after December 15, 2014, and interim periods within those years. Early adoption is permitted, but only for disposals (or classifications as held for sale) that have not been reported in financial statements previously issued or available for issuance. The Company does not expect the adoption of this guidance to have a material impact on the Company’s financial position or results of operations. | |
Landfill_Accounting
Landfill Accounting | 3 Months Ended | |||||
Mar. 31, 2014 | ||||||
Landfill Accounting [Abstract] | ' | |||||
Landfill Accounting | ' | |||||
3.LANDFILL ACCOUNTING | ||||||
At March 31, 2014, the Company owned or operated 42 municipal solid waste (“MSW”) landfills, six exploration and production (“E&P”) waste landfills, which only accept E&P waste, seven non-MSW landfills, which only accept construction and demolition, industrial and other non-putrescible waste, and two development stage landfills. At March 31, 2014, the Company’s developed and operational landfills consisted of 44 owned landfills, six landfills operated under life-of-site operating agreements and five landfills operated under limited-term operating agreements. The Company’s landfills had site costs with a net book value of $1,638,759 at March 31, 2014. For the Company’s landfills operated under limited-term operating agreements and life-of-site operating agreements, the owner of the property (generally a municipality) usually owns the permit and the Company operates the landfill for a contracted term. Where the contracted term is not the life of the landfill, the property owner is generally responsible for final capping, closure and post-closure obligations. The Company is responsible for all final capping, closure and post-closure liabilities at five of the six landfills that it operates under life-of-site operating agreements. | ||||||
The Company’s internal and third-party engineers perform surveys at least annually to estimate the remaining disposal capacity at its landfills. Many of the Company’s existing landfills have the potential for expanded disposal capacity beyond the amount currently permitted. The Company’s landfill depletion rates are based on the remaining disposal capacity, considering both permitted and probable expansion airspace, at the landfills it owns, and certain landfills it operates, but does not own, under life-of-site agreements. The Company’s landfill depletion rate is based on the term of the operating agreement at its operated landfill that has capitalized expenditures. Expansion airspace consists of additional disposal capacity being pursued through means of an expansion that has not yet been permitted. Expansion airspace that meets certain criteria is included in the estimate of total landfill airspace. | ||||||
Based on remaining permitted capacity as of March 31, 2014, and projected annual disposal volumes, the average remaining landfill life for the Company’s owned landfills and landfills operated under life-of-site operating agreements is estimated to be approximately 35 years. As of March 31, 2014, the Company is seeking to expand permitted capacity at nine of its owned landfills and two landfills that it operates under life-of-site operating agreements, and considers the achievement of these expansions to be probable. Although the Company cannot be certain that all future expansions will be permitted as designed, the average remaining life, when considering remaining permitted capacity, probable expansion capacity and projected annual disposal volume, of the Company’s owned landfills and landfills operated under life-of-site operating agreements is approximately 43 years, with lives ranging from approximately 2 to 192 years. | ||||||
During the three months ended March 31, 2014 and 2013, the Company expensed $19,071 and $18,399, respectively, or an average of $4.20 and $4.22 per ton consumed, respectively, related to landfill depletion at owned landfills and landfills operated under life-of-site agreements. | ||||||
The Company reserves for final capping, closure and post-closure maintenance obligations at the landfills it owns and five of the six landfills it operates under life-of-site operating agreements. The Company calculates the net present value of its final capping, closure and post-closure liabilities by estimating the total obligation in current dollars, inflating the obligation based upon the expected date of the expenditure and discounting the inflated total to its present value using a credit-adjusted risk-free rate. Any changes in expectations that result in an upward revision to the estimated undiscounted cash flows are treated as a new liability and are inflated and discounted at rates reflecting current market conditions. Any changes in expectations that result in a downward revision (or no revision) to the estimated undiscounted cash flows result in a liability that is inflated and discounted at rates reflecting the market conditions at the time the cash flows were originally estimated. This policy results in the Company’s final capping, closure and post-closure liabilities being recorded in “layers.” The Company’s discount rate assumption for purposes of computing 2014 and 2013 “layers” for final capping, closure and post-closure obligations was 5.75% for each year, which reflects the Company’s long-term cost of borrowing as of the end of 2013 and 2012. The Company’s inflation rate assumption is 2.5% for the years ending December 31, 2014 and 2013. The resulting final capping, closure and post-closure obligations are recorded on the condensed consolidated balance sheet along with an offsetting addition to site costs which is amortized to depletion expense as the remaining landfill airspace is consumed. Interest is accreted on the recorded liability using the corresponding discount rate. During the three months ended March 31, 2014 and 2013, the Company expensed $823 and $707, respectively, or an average of $0.18 and $0.16 per ton consumed, respectively, related to final capping, closure and post-closure accretion expense. | ||||||
The following is a reconciliation of the Company’s final capping, closure and post-closure liability balance from December 31, 2013 to March 31, 2014: | ||||||
Final capping, closure and post-closure liability at December 31, 2013 | $ | 50,128 | ||||
Adjustments to final capping, closure and post-closure liabilities | 2,526 | |||||
Liabilities incurred | 1,075 | |||||
Accretion expense associated with landfill obligations | 823 | |||||
Closure payments | -2 | |||||
Final capping, closure and post-closure liability at March 31, 2014 | $ | 54,550 | ||||
The Adjustments to final capping, closure and post-closure liabilities primarily consisted of the following changes at some of the Company’s landfills: increases in estimated future closure expenditures, changes in engineering estimates of total site capacities and increases in estimated annual tonnage consumption. The Company performs its annual review of its cost and capacity estimates in the first quarter of each year. | ||||||
At March 31, 2014, $35,530 of the Company’s restricted assets balance was for purposes of securing its performance of future final capping, closure and post-closure obligations. | ||||||
LongTerm_Debt
Long-Term Debt | 3 Months Ended | ||||||
Mar. 31, 2014 | |||||||
Long-Term Debt [Abstract] | ' | ||||||
Long-Term Debt | ' | ||||||
4.LONG-TERM DEBT | |||||||
Long-term debt consists of the following: | |||||||
March 31, | 31-Dec-13 | ||||||
2014 | |||||||
Revolver under credit facility, bearing interest ranging from 1.65% to 3.75%* | $ | 685,000 | $ | 727,100 | |||
Term loan facility, bearing interest ranging from 2.03% to 2.04%* | 680,000 | 700,000 | |||||
2015 Notes, bearing interest at 6.22% | 175,000 | 175,000 | |||||
2016 Notes, bearing interest at 3.30% | 100,000 | 100,000 | |||||
2018 Notes, bearing interest at 4.00% | 50,000 | 50,000 | |||||
2019 Notes, bearing interest at 5.25% | 175,000 | 175,000 | |||||
2021 Notes, bearing interest at 4.64% | 100,000 | 100,000 | |||||
Tax-exempt bonds, bearing interest ranging from 0.06% to 0.15%* | 32,825 | 33,030 | |||||
Notes payable to sellers and other third parties, bearing interest at 2.5% to 10.9%* | 11,049 | 12,845 | |||||
2,008,874 | 2,072,975 | ||||||
Less – current portion | -4,009 | -5,385 | |||||
$ | 2,004,865 | $ | 2,067,590 | ||||
____________________ | |||||||
*Interest rates in the table above represent the range of interest rates incurred during the three month period ended March 31, 2014. | |||||||
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2014 | |
Acquisitions [Abstract] | ' |
Acquisitions | ' |
5.ACQUISITIONS | |
During the three months ended March 31, 2014, the Company acquired Screwbean Landfill, LLC (“Screwbean”), which owns land and permits to construct and operate an E&P waste facility, and S.A. Dunn & Company, LLC (“Dunn”), which owns land and permits to construct and operate an MSW landfill, for aggregate total cash consideration of $27,020 and contingent consideration of $2,923. The Company did not acquire any businesses during the three months ended March 31, 2013. | |
Contingent consideration represents the fair value of up to $3,000 of amounts payable to the former Dunn owners based on the successful modification of site construction permits that would enable increased capacity at the landfill. The fair value of the contingent consideration was determined using probability assessments of the expected future cash flows over the two-year period in which the obligations are expected to be settled, and applying discount rates ranging from 2.4% to 2.7%. | |
Cash consideration for the acquisition of the business of R360 Environmental Solutions, Inc. (“R360”) in October 2012 included payment for the estimated net working capital of $18,906, as defined in the acquisition agreement, which was subject to final adjustment subsequent to the close of the acquisition. In March 2013, Waste Connections received $18,000 from the former owners of R360 due to the final adjustment to the net working capital that was estimated at the closing date. | |
During the three months ended March 31, 2014 and 2013, the Company incurred $258 and $473, respectively, of acquisition-related costs. These expenses are included in Selling, general and administrative expenses in the Company’s Condensed Consolidated Statements of Net Income. | |
Intangible_Assets_Net
Intangible Assets, Net | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Intangible Assets, Net [Abstract] | ' | ||||||||
Intangible Assets, Net | ' | ||||||||
6.INTANGIBLE ASSETS, NET | |||||||||
Intangible assets, exclusive of goodwill, consisted of the following at March 31, 2014: | |||||||||
Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | |||||||
Finite-lived intangible assets: | |||||||||
Long-term franchise agreements and contracts | $ | 196,110 | $ | -47,022 | $ | 149,088 | |||
Customer lists | 152,537 | -64,472 | 88,065 | ||||||
Permits and non-competition agreements | 41,369 | -10,871 | 30,498 | ||||||
390,016 | -122,365 | 267,651 | |||||||
Indefinite-lived intangible assets: | |||||||||
Solid waste collection and transportation permits | 151,505 | - | 151,505 | ||||||
Material recycling facility permits | 42,283 | - | 42,283 | ||||||
E&P facility permits | 59,855 | - | 59,855 | ||||||
253,643 | - | 253,643 | |||||||
Intangible assets, exclusive of goodwill | $ | 643,659 | $ | -122,365 | $ | 521,294 | |||
Intangible assets, exclusive of goodwill, consisted of the following at December 31, 2013: | |||||||||
Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | |||||||
Finite-lived intangible assets: | |||||||||
Long-term franchise agreements and contracts | $ | 196,110 | $ | -45,114 | $ | 150,996 | |||
Customer lists | 152,378 | -59,950 | 92,428 | ||||||
Permits and non-competition agreements | 41,369 | -10,565 | 30,804 | ||||||
389,857 | -115,629 | 274,228 | |||||||
Indefinite-lived intangible assets: | |||||||||
Solid waste collection and transportation permits | 151,505 | - | 151,505 | ||||||
Material recycling facility permits | 42,283 | - | 42,283 | ||||||
E&P facility permits | 59,855 | - | 59,855 | ||||||
253,643 | - | 253,643 | |||||||
Intangible assets, exclusive of goodwill | $ | 643,500 | $ | -115,629 | $ | 527,871 | |||
Estimated future amortization expense for the next five years relating to finite-lived intangible assets is as follows: | |||||||||
For the year ending December 31, 2014 | $ | 26,661 | |||||||
For the year ending December 31, 2015 | $ | 26,011 | |||||||
For the year ending December 31, 2016 | $ | 22,058 | |||||||
For the year ending December 31, 2017 | $ | 20,087 | |||||||
For the year ending December 31, 2018 | $ | 19,134 | |||||||
Segment_Reporting
Segment Reporting | 3 Months Ended | |||||||||||||||
Mar. 31, 2014 | ||||||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||||||
Segment Reporting | ' | |||||||||||||||
7.SEGMENT REPORTING | ||||||||||||||||
The Company’s revenues are generated from the collection, transfer, recycling and disposal of non-hazardous solid waste and the treatment, recovery and disposal of non-hazardous E&P waste. No single contract or customer accounted for more than 10% of the Company’s total revenues at the consolidated or reportable segment level during the periods presented. | ||||||||||||||||
The Company manages its operations through three geographic operating segments (Western, Central and Eastern) and its E&P segment, which includes the majority of the Company’s E&P waste treatment and disposal operations. The Company’s three geographic operating segments and its E&P segment comprise the Company’s reportable segments. Each operating segment is responsible for managing several vertically integrated operations, which are comprised of districts. The Company’s Western segment is comprised of operating locations in Alaska, California, Idaho, Montana, Nevada, Oregon, Washington and western Wyoming; the Company’s Central segment is comprised of operating locations in Arizona, Colorado, Kansas, Louisiana, Minnesota, Nebraska, New Mexico, Oklahoma, South Dakota, Texas, Utah and eastern Wyoming; and the Company’s Eastern segment is comprised of operating locations in Alabama, Illinois, Iowa, Kentucky, Massachusetts, Michigan, Mississippi, New York, North Carolina, South Carolina and Tennessee. The E&P segment is comprised of the Company’s E&P operations in Louisiana, New Mexico, North Dakota, Oklahoma, Texas, Wyoming and along the Gulf of Mexico. | ||||||||||||||||
The Company’s Chief Operating Decision Maker (“CODM”) evaluates operating segment profitability and determines resource allocations based on several factors, of which the primary financial measure is EBITDA. The Company defines EBITDA as earnings before interest, taxes, depreciation, amortization, gain (loss) on disposal of assets and other income (expense). EBITDA is not a measure of operating income, operating performance or liquidity under GAAP and may not be comparable to similarly titled measures reported by other companies. The Company’s management uses EBITDA in the evaluation of segment operating performance as it is a profit measure that is generally within the control of the operating segments. A reconciliation of EBITDA to Income before income tax provision is included at the end of this Note 7. | ||||||||||||||||
Summarized financial information concerning the Company’s reportable segments for the three months ended March 31, 2014 and 2013, is shown in the following tables: | ||||||||||||||||
Three Months Ended | Gross | Intercompany | Net | EBITDA(c) | ||||||||||||
31-Mar-14 | Revenues | Revenues(b) | Revenues | |||||||||||||
Western | $ | 217,603 | $ | -22,248 | $ | 195,355 | $ | 62,492 | ||||||||
Central | 143,384 | -14,317 | 129,067 | 45,843 | ||||||||||||
Eastern | 109,367 | -18,041 | 91,326 | 27,137 | ||||||||||||
E&P | 70,306 | -4,344 | 65,962 | 31,479 | ||||||||||||
Corporate(a) | - | - | - | -3,949 | ||||||||||||
$ | 540,660 | $ | -58,950 | $ | 481,710 | $ | 163,002 | |||||||||
Three Months Ended | Gross | Intercompany | Net | EBITDA(c) | ||||||||||||
31-Mar-13 | Revenues | Revenues(b) | Revenues | |||||||||||||
Western | $ | 216,345 | $ | -23,194 | $ | 193,151 | $ | 58,576 | ||||||||
Central | 127,963 | -13,370 | 114,593 | 40,238 | ||||||||||||
Eastern | 105,430 | -17,660 | 87,770 | 25,881 | ||||||||||||
E&P | 57,021 | -2,643 | 54,378 | 22,587 | ||||||||||||
Corporate(a) | - | - | - | -2,604 | ||||||||||||
$ | 506,759 | $ | -56,867 | $ | 449,892 | $ | 144,678 | |||||||||
____________________ | ||||||||||||||||
(a)Corporate functions include accounting, legal, tax, treasury, information technology, risk management, human resources, training and other administrative functions. Amounts reflected are net of allocations to the four operating segments. | ||||||||||||||||
(b)Intercompany revenues reflect each segment’s total intercompany sales, including intercompany sales within a segment and between segments. Transactions within and between segments are generally made on a basis intended to reflect the market value of the service. | ||||||||||||||||
(c)For those items included in the determination of EBITDA, the accounting policies of the segments are the same as those described in the Company’s most recent Annual Report on Form 10-K. | ||||||||||||||||
The following tables show changes in goodwill during the three months ended March 31, 2014 and 2013, by reportable segment: | ||||||||||||||||
Western | Central | Eastern | E&P | Total | ||||||||||||
Balance as of December 31, 2013 | $ | 372,915 | $ | 459,054 | $ | 380,570 | $ | 462,615 | $ | 1,675,154 | ||||||
Goodwill adjustments | - | -843 | -1 | - | -844 | |||||||||||
Balance as of March 31, 2014 | $ | 372,915 | $ | 458,211 | $ | 380,569 | $ | 462,615 | $ | 1,674,310 | ||||||
Western | Central | Eastern | E&P | Total | ||||||||||||
Balance as of December 31, 2012 | $ | 373,143 | $ | 430,412 | $ | 380,561 | $ | 452,441 | $ | 1,636,557 | ||||||
Goodwill transferred | - | -9,196 | - | 9,196 | - | |||||||||||
Goodwill acquired | - | 1 | 24 | 757 | 782 | |||||||||||
Balance as of March 31, 2013 | $ | 373,143 | $ | 421,217 | $ | 380,585 | $ | 462,394 | $ | 1,637,339 | ||||||
The Company has no accumulated impairment losses associated with goodwill. | ||||||||||||||||
A reconciliation of the Company’s primary measure of segment profitability (EBITDA) to Income before income tax provision in the Condensed Consolidated Statements of Net Income is as follows: | ||||||||||||||||
Three months ended | ||||||||||||||||
March 31, | ||||||||||||||||
2014 | 2013 | |||||||||||||||
Western segment EBITDA | $ | 62,492 | $ | 58,576 | ||||||||||||
Central segment EBITDA | 45,843 | 40,238 | ||||||||||||||
Eastern segment EBITDA | 27,137 | 25,881 | ||||||||||||||
E&P segment EBITDA | 31,479 | 22,587 | ||||||||||||||
Subtotal reportable segments | 166,951 | 147,282 | ||||||||||||||
Unallocated corporate overhead | -3,949 | -2,604 | ||||||||||||||
Depreciation | -55,817 | -51,649 | ||||||||||||||
Amortization of intangibles | -6,737 | -6,438 | ||||||||||||||
Gain on disposal of assets | 141 | 322 | ||||||||||||||
Interest expense | -16,910 | -19,012 | ||||||||||||||
Other income (expense), net | -524 | 742 | ||||||||||||||
Income before income tax provision | $ | 83,155 | $ | 68,643 | ||||||||||||
The following table shows, for the periods indicated, the Company’s total reported revenues by service line and with intercompany eliminations: | ||||||||||||||||
Three months ended | ||||||||||||||||
March 31, | ||||||||||||||||
2014 | 2013 | |||||||||||||||
Solid waste collection | $ | 306,003 | $ | 293,144 | ||||||||||||
Solid waste disposal and transfer | 135,563 | 122,772 | ||||||||||||||
E&P waste treatment, recovery and disposal | 73,318 | 59,931 | ||||||||||||||
Solid waste recycling | 14,904 | 18,794 | ||||||||||||||
Intermodal and other | 10,872 | 12,118 | ||||||||||||||
540,660 | 506,759 | |||||||||||||||
Less: intercompany elimination | -58,950 | -56,867 | ||||||||||||||
Total revenues | $ | 481,710 | $ | 449,892 | ||||||||||||
Derivative_Financial_Instrumen
Derivative Financial Instruments | 3 Months Ended | ||||||||||||||
Mar. 31, 2014 | |||||||||||||||
Derivative Financial Instruments [Abstract] | ' | ||||||||||||||
Derivative Financial Instruments | ' | ||||||||||||||
8.DERIVATIVE FINANCIAL INSTRUMENTS | |||||||||||||||
The Company recognizes all derivatives on the condensed consolidated balance sheet at fair value. All of the Company’s derivatives have been designated as cash flow hedges; therefore, the effective portion of the changes in the fair value of derivatives will be recognized in accumulated other comprehensive loss (“AOCL”) until the hedged item is recognized in earnings. The ineffective portion of the changes in the fair value of derivatives will be immediately recognized in earnings. The Company classifies cash inflows and outflows from derivatives within operating activities in the Condensed Consolidated Statements of Cash Flows. | |||||||||||||||
One of the Company’s objectives for utilizing derivative instruments is to reduce its exposure to fluctuations in cash flows due to changes in the variable interest rates of certain borrowings issued under its revolving credit facility. The Company’s strategy to achieve that objective involves entering into interest rate swaps that are specifically designated to the Company’s revolving credit facility and accounted for as cash flow hedges. | |||||||||||||||
At March 31, 2014, the Company’s derivative instruments included two interest rate swap agreements as follows: | |||||||||||||||
Notional Amount | Fixed Interest Rate Paid* | Variable Interest Rate Received | Effective Date | ||||||||||||
Date Entered | Expiration Date | ||||||||||||||
Aug-11 | $ | 150,000 | 0.80% | 1-month LIBOR | Apr-12 | Jan-15 | |||||||||
Dec-11 | $ | 175,000 | 1.60% | 1-month LIBOR | Feb-14 | Feb-17 | |||||||||
____________________ | |||||||||||||||
* Plus applicable margin. | |||||||||||||||
Another of the Company’s objectives for utilizing derivative instruments is to reduce its exposure to fluctuations in cash flows due to changes in the price of diesel fuel. The Company’s strategy to achieve that objective involves periodically entering into fuel hedges that are specifically designated to certain forecasted diesel fuel purchases and accounted for as cash flow hedges. | |||||||||||||||
At March 31, 2014, the Company’s derivative instruments included one fuel hedge agreement as follows: | |||||||||||||||
Date Entered | Notional Amount | Diesel Rate Paid Fixed (per gallon) | Diesel Rate Received Variable | Effective Date | Expiration | ||||||||||
(in gallons per month) | Date | ||||||||||||||
Jun-12 | 300,000 | $ | DOE Diesel Fuel Index* | Jan-14 | Dec-15 | ||||||||||
3.60 | |||||||||||||||
____________________ | |||||||||||||||
* If the national U.S. on-highway average price for a gallon of diesel fuel (“average price”), as published by the Department of Energy (“DOE”), exceeds the contract price per gallon, the Company receives the difference between the average price and the contract price (multiplied by the notional number of gallons) from the counterparty. If the average price is less than the contract price per gallon, the Company pays the difference to the counterparty. | |||||||||||||||
The fair values of derivative instruments designated as cash flow hedges as of March 31, 2014, were as follows: | |||||||||||||||
Derivatives Designated as Cash | Asset Derivatives | Liability Derivatives | |||||||||||||
Flow Hedges | Balance Sheet Location | Fair Value | Balance Sheet Location | Fair Value | |||||||||||
Interest rate swaps | Accrued liabilities(a) | $ | -3,125 | ||||||||||||
Other long-term liabilities | -1,327 | ||||||||||||||
Fuel hedge | Prepaid expenses and other current assets(b) | $ | 1,021 | ||||||||||||
Other assets, net | 570 | ||||||||||||||
Total derivatives designated as cash flow hedges | $ | 1,591 | $ | -4,452 | |||||||||||
____________________ | |||||||||||||||
(a) Represents the estimated amount of the existing unrealized losses on interest rate swaps as of March 31, 2014 (based on the interest rate yield curve at that date), included in AOCL expected to be reclassified into pre-tax earnings within the next 12 months. The actual amounts reclassified into earnings are dependent on future movements in interest rates. | |||||||||||||||
(b)Represents the estimated amount of the existing unrealized gains on the fuel hedge as of March 31, 2014 (based on the forward DOE diesel fuel index curve at that date), included in AOCL expected to be reclassified into pre-tax earnings within the next 12 months. The actual amounts reclassified into earnings are dependent on future movements in diesel fuel prices. | |||||||||||||||
The fair values of derivative instruments designated as cash flow hedges as of December 31, 2013, were as follows: | |||||||||||||||
Derivatives Designated as Cash | Asset Derivatives | Liability Derivatives | |||||||||||||
Flow Hedges | Balance Sheet Location | Fair Value | Balance Sheet Location | Fair Value | |||||||||||
Interest rate swaps | Accrued liabilities | $ | -3,373 | ||||||||||||
Other long-term liabilities | -1,853 | ||||||||||||||
Fuel hedge | Prepaid expenses and other current assets | $ | 1,304 | ||||||||||||
Other assets, net | 895 | ||||||||||||||
Total derivatives designated as cash flow hedges | $ | 2,199 | $ | -5,226 | |||||||||||
The following table summarizes the impact of the Company’s cash flow hedges on the results of operations, comprehensive income and AOCL for the three months ended March 31, 2014 and 2013: | |||||||||||||||
Derivatives Designated as Cash Flow Hedges | Amount of Gain or (Loss) Recognized as AOCL on Derivatives, | Statement of | Amount of (Gain) or Loss Reclassified from AOCL into Earnings, Net of Tax (Effective Portion) (b),(c) | ||||||||||||
Net of Tax (Effective Portion)(a) | Net Income Classification | ||||||||||||||
Three Months Ended | Three Months Ended | ||||||||||||||
March 31, | March 31, | ||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||
Interest rate swaps | $ | -176 | $ | -18 | Interest expense | $ | 658 | $ | 852 | ||||||
Fuel hedge | -178 | 364 | Cost of operations | -199 | - | ||||||||||
Total | $ | -354 | $ | 346 | $ | 459 | $ | 852 | |||||||
___________________ | |||||||||||||||
(a)In accordance with the derivatives and hedging guidance, the effective portions of the changes in fair values of interest rate swaps and the fuel hedge have been recorded in equity as a component of AOCL. As the critical terms of the interest rate swaps match the underlying debt being hedged, no ineffectiveness is recognized on these swaps and, therefore, all unrealized changes in fair value are recorded in AOCL. Because changes in the actual price of diesel fuel and changes in the DOE index price do not offset exactly each reporting period, the Company assesses whether the fuel hedge is highly effective using the cumulative dollar offset approach. | |||||||||||||||
(b)Amounts reclassified from AOCL into earnings related to realized gains and losses on interest rate swaps are recognized when interest payments or receipts occur related to the swap contracts, which correspond to when interest payments are made on the Company’s hedged debt. | |||||||||||||||
(c)Amounts reclassified from AOCL into earnings related to realized gains and losses on the fuel hedge are recognized when settlement payments or receipts occur related to the hedge contract, which correspond to when the underlying fuel is consumed. | |||||||||||||||
The Company measures and records ineffectiveness on the fuel hedge in Cost of operations in the Condensed Consolidated Statements of Net Income on a monthly basis based on the difference between the DOE index price and the actual price of diesel fuel purchased, multiplied by the notional number of gallons on the contract. There was no significant ineffectiveness recognized on the fuel hedge during the three months ended March 31, 2014 and 2013. | |||||||||||||||
See Note 12 for further discussion on the impact of the Company’s hedge accounting to its consolidated comprehensive income and AOCL. | |||||||||||||||
Fair_Value_of_Financial_Instru
Fair Value of Financial Instruments | 3 Months Ended | ||||||||||||
Mar. 31, 2014 | |||||||||||||
Fair Value [Abstract] | ' | ||||||||||||
Fair Value of Financial Instruments | ' | ||||||||||||
9.FAIR VALUE OF FINANCIAL INSTRUMENTS | |||||||||||||
The Company’s financial instruments consist primarily of cash and equivalents, trade receivables, restricted assets, trade payables, debt instruments, contingent consideration obligations, interest rate swaps and a fuel hedge. As of March 31, 2014 and December 31, 2013, the carrying values of cash and equivalents, trade receivables, restricted assets, trade payables and contingent consideration are considered to be representative of their respective fair values. The carrying values of the Company’s debt instruments, excluding certain notes as listed in the table below, approximate their fair values as of March 31, 2014 and December 31, 2013, based on current borrowing rates, current remaining average life to maturity and borrower credit quality for similar types of borrowing arrangements, and are classified as Level 2 within the fair value hierarchy. The carrying values and fair values of the Company’s debt instruments where the carrying values do not approximate their fair values as of March 31, 2014 and December 31, 2013, are as follows: | |||||||||||||
Carrying Value at | Fair Value* at | ||||||||||||
31-Mar-14 | December 31, 2013 | 31-Mar-14 | December 31, 2013 | ||||||||||
6.22% Senior Notes due 2015 | $ | 175,000 | $ | 175,000 | $ | 187,588 | $ | 187,206 | |||||
3.30% Senior Notes due 2016 | $ | 100,000 | $ | 100,000 | $ | 103,395 | $ | 102,066 | |||||
4.00% Senior Notes due 2018 | $ | 50,000 | $ | 50,000 | $ | 52,849 | $ | 50,992 | |||||
5.25% Senior Notes due 2019 | $ | 175,000 | $ | 175,000 | $ | 193,325 | $ | 185,037 | |||||
4.64% Senior Notes due 2021 | $ | 100,000 | $ | 100,000 | $ | 106,704 | $ | 100,341 | |||||
______________________ | |||||||||||||
*Senior Notes are classified as Level 2 within the fair value hierarchy. Fair value is based on quotes of bonds with similar ratings in similar industries. | |||||||||||||
For details on the fair value of the Company’s interest rate swaps, fuel hedge and restricted assets, refer to Note 11. | |||||||||||||
Net_Income_Per_Share_Informati
Net Income Per Share Information | 3 Months Ended | ||||||||||||
Mar. 31, 2014 | |||||||||||||
Net Income Per Share Information [Abstract] | ' | ||||||||||||
Net Income Per Share Information | ' | ||||||||||||
10.NET INCOME PER SHARE INFORMATION | |||||||||||||
The following table sets forth the calculation of the numerator and denominator used in the computation of basic and diluted net income per common share attributable to the Company’s common stockholders for the three months ended March 31, 2014 and 2013: | |||||||||||||
Three months ended | |||||||||||||
March 31, | |||||||||||||
2014 | 2013 | ||||||||||||
Numerator: | |||||||||||||
Net income attributable to Waste Connections for basic and diluted earnings per share | $ | 49,015 | $ | 41,556 | |||||||||
Denominator: | |||||||||||||
Basic shares outstanding | 123,963,001 | 123,380,799 | |||||||||||
Dilutive effect of stock options and warrants | 137,594 | 202,115 | |||||||||||
Dilutive effect of restricted stock units | 613,502 | 322,015 | |||||||||||
Diluted shares outstanding | 124,714,097 | 123,904,929 | |||||||||||
For the three months ended March 31, 2014 and 2013, all outstanding stock options and warrants were dilutive and included in the computation of diluted earnings per share. | |||||||||||||
Fair_Value_Measurements
Fair Value Measurements | 3 Months Ended | ||||||||||||
Mar. 31, 2014 | |||||||||||||
Fair Value [Abstract] | ' | ||||||||||||
Fair Value Measurements | ' | ||||||||||||
11.FAIR VALUE MEASUREMENTS | |||||||||||||
The Company uses a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to their initial measurement. These tiers include: Level 1, defined as quoted market prices in active markets for identical assets or liabilities; Level 2, defined as inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, model-based valuation techniques for which all significant assumptions are observable in the market, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and Level 3, defined as unobservable inputs that are not corroborated by market data. | |||||||||||||
The Company’s financial assets and liabilities recorded at fair value on a recurring basis include derivative instruments and restricted assets. The Company’s derivative instruments are pay-fixed, receive-variable interest rate swaps and a pay-fixed, receive-variable diesel fuel hedge. The Company’s interest rate swaps are recorded at their estimated fair values based on quotes received from financial institutions that trade these contracts. The Company verifies the reasonableness of these quotes using similar quotes from another financial institution as of each date for which financial statements are prepared. The Company uses a discounted cash flow (“DCF”) model to determine the estimated fair value of the diesel fuel hedge. The assumptions used in preparing the DCF model include: (i) estimates for the forward DOE index curve; and (ii) the discount rate based on risk-free interest rates over the term of the hedge contract. The DOE index curve used in the DCF model was obtained from financial institutions that trade these contracts and ranged from $3.76 to $4.00 at March 31, 2014 and from $3.79 to $4.00 at December 31, 2013. The weighted average DOE index curve used in the DCF model was $3.84 and $3.91 at March 31, 2014 and December 31, 2013, respectively. Significant increases (decreases) in the forward DOE index curve would result in a significantly higher (lower) fair value measurement. For the Company’s interest rate swaps and fuel hedge, the Company also considers the Company’s creditworthiness in its determination of the fair value measurement of these instruments in a net liability position and the banks’ creditworthiness in its determination of the fair value measurement of these instruments in a net asset position. The Company’s restricted assets are valued at quoted market prices in active markets for identical assets, which the Company receives from the financial institutions that hold such investments on its behalf. The Company’s restricted assets measured at fair value are invested primarily in U.S. government and agency securities. | |||||||||||||
The Company’s assets and liabilities measured at fair value on a recurring basis at March 31, 2014 and December 31, 2013, were as follows: | |||||||||||||
Fair Value Measurement at March 31, 2014 Using | |||||||||||||
Total | Quoted Prices in Active Markets for Identical Assets | Significant Other Observable Inputs | Significant Unobservable Inputs | ||||||||||
(Level 1) | (Level 2) | (Level 3) | |||||||||||
Interest rate swap derivative instruments – net liability position | $ | -4,452 | $ | - | $ | -4,452 | $ | - | |||||
Fuel hedge derivative instrument – net asset position | $ | 1,591 | $ | - | $ | - | $ | 1,591 | |||||
Restricted assets | $ | 34,873 | $ | 34,873 | $ | - | $ | - | |||||
Fair Value Measurement at December 31, 2013 Using | |||||||||||||
Total | Quoted Prices in Active Markets for Identical Assets | Significant Other Observable Inputs | Significant Unobservable Inputs | ||||||||||
(Level 1) | (Level 2) | (Level 3) | |||||||||||
Interest rate swap derivative instruments – net liability position | $ | -5,226 | $ | - | $ | -5,226 | $ | - | |||||
Fuel hedge derivative instrument – net asset position | $ | 2,199 | $ | - | $ | - | $ | 2,199 | |||||
Restricted assets | $ | 32,782 | $ | 32,782 | $ | - | $ | - | |||||
The following table summarizes the change in the fair value for Level 3 derivatives for the three months ended March 31, 2014: | |||||||||||||
Level 3 Derivatives | |||||||||||||
Balance as of December 31, 2013 | $ | 2,199 | |||||||||||
Realized gains included in earnings | -323 | ||||||||||||
Unrealized losses included in AOCL | -285 | ||||||||||||
Balance as of March 31, 2014 | $ | 1,591 | |||||||||||
The following table summarizes the change in the fair value for Level 3 derivatives for the three months ended March 31, 2013: | |||||||||||||
Level 3 Derivatives | |||||||||||||
Balance as of December 31, 2012 | $ | 1,187 | |||||||||||
Unrealized gains included in AOCL | 591 | ||||||||||||
Balance as of March 31, 2013 | $ | 1,778 | |||||||||||
Other_Comprehensive_Income_Los
Other Comprehensive Income (Loss) | 3 Months Ended | |||||||||||
Mar. 31, 2014 | ||||||||||||
Other Comprehensive Income (Loss) [Abstract] | ' | |||||||||||
Other Comprehensive Income (Loss) | ' | |||||||||||
12.OTHER COMPREHENSIVE INCOME (LOSS) | ||||||||||||
Other comprehensive income (loss) includes changes in the fair value of interest rate swaps and the fuel hedge that qualify for hedge accounting. The components of other comprehensive income (loss) and related tax effects for the three month periods ended March 31, 2014 and 2013, are as follows: | ||||||||||||
Three months ended March 31, 2014 | ||||||||||||
Gross | Tax effect | Net of tax | ||||||||||
Interest rate swap amounts reclassified into interest expense | $ | 1,068 | $ | -410 | $ | 658 | ||||||
Fuel hedge amounts reclassified into cost of operations | -323 | 124 | -199 | |||||||||
Changes in fair value of interest rate swaps | -294 | 118 | -176 | |||||||||
Changes in fair value of fuel hedge | -285 | 107 | -178 | |||||||||
$ | 166 | $ | -61 | $ | 105 | |||||||
Three months ended March 31, 2013 | ||||||||||||
Gross | Tax effect | Net of tax | ||||||||||
Interest rate swap amounts reclassified into interest expense | $ | 1,379 | $ | -527 | $ | 852 | ||||||
Changes in fair value of interest rate swaps | -39 | 21 | -18 | |||||||||
Changes in fair value of fuel hedge | 591 | -227 | 364 | |||||||||
$ | 1,931 | $ | -733 | $ | 1,198 | |||||||
A rollforward of the amounts included in AOCL, net of taxes, is as follows: | ||||||||||||
Fuel Hedge | Interest Rate Swaps | Accumulated Other Comprehensive Loss | ||||||||||
Balance at December 31, 2013 | $ | 1,357 | $ | -3,226 | $ | -1,869 | ||||||
Amounts reclassified into earnings | -199 | 658 | 459 | |||||||||
Changes in fair value | -178 | -176 | -354 | |||||||||
Balance at March 31, 2014 | $ | 980 | $ | -2,744 | $ | -1,764 | ||||||
See Note 8 for further discussion on the Company’s derivative instruments. | ||||||||||||
Stockholders_Equity
Stockholders' Equity | 3 Months Ended | |||||
Mar. 31, 2014 | ||||||
Stockholders' Equity [Abstract] | ' | |||||
Stockholders' Equity | ' | |||||
13.STOCKHOLDERS' EQUITY | ||||||
Stock-Based Compensation | ||||||
Restricted Stock Units | ||||||
A summary of activity related to restricted stock units under the Third Amended and Restated 2004 Equity Incentive Plan during the three month period ended March 31, 2014, is presented below: | ||||||
Unvested Shares | ||||||
Outstanding at December 31, 2013 | 1,299,466 | |||||
Granted | 491,405 | |||||
Forfeited | -12,928 | |||||
Vested and Issued | -482,958 | |||||
Vested and Unissued | -70,422 | |||||
Outstanding at March 31, 2014 | 1,224,563 | |||||
The weighted average grant-date fair value per share for the shares of common stock underlying the restricted stock units granted during the three month period ended March 31, 2014 was $42.41. | ||||||
Performance-Based Restricted Stock Units | ||||||
In January 2014, the Company’s Board of Directors adopted the 2014 Incentive Award Plan, subject to stockholder approval, which allows for the issuance of performance-based restricted stock units (“PBRSUs”), among other types of awards. The vesting of the PBRSUs is dependent on the Company’s performance against pre-established performance targets. The PBRSUs are payable in shares of common stock after the end of a three-year performance period, when the Company’s financial performance for the entire performance period is determined. At the end of the performance period, the number of shares awarded can range from 0% to 150% of the original granted amount, depending on the performance against the pre-established targets. | ||||||
A summary of activity related to PBRSU’s during the three month period ended March 31, 2014, is presented below: | ||||||
Unvested Shares | ||||||
Outstanding at December 31, 2013 | - | |||||
Granted | 54,723 | |||||
Forfeited | - | |||||
Vested | - | |||||
Outstanding at March 31, 2014 | 54,723 | |||||
The weighted average grant-date fair value per share for the shares of common stock underlying the PBRSUs granted during the three month period ended March 31, 2014 was $42.33. The Compensation Committee of the Company’s Board of Directors will determine the achievement of performance results and corresponding vesting of PBRSUs for each three-year performance period. The three-year performance period for the PBRSU’s granted during the three month period ended March 31, 2014 ends on December 31, 2016. | ||||||
PBRSUs have no voting rights. PBRSUs are payable to an employee (or his beneficiary), subject to pro-rata vesting, upon death, disability, involuntary termination other than for cause, and voluntary termination for good reason in cases where an underlying employment agreement provides for such rights, and are subject to forfeiture in the event of other voluntary or for-cause termination. PBRSUs may also become payable to an employee pursuant to certain change in control provisions depending on whether the PBRSUs are assumed by the acquirer immediately following the change in control. | ||||||
Compensation expense associated with our outstanding PBRSUs is measured using the fair value of our common stock and is based on our estimated achievement of the established performance criteria at the end of each reporting period until the performance period ends, recognized ratably over the performance period. Compensation expense is only recognized for those awards that we expect to vest, which we estimate based upon an assessment of the probability that the performance criteria will be achieved. We assumed a forfeiture rate of 0%. | ||||||
Deferred Restricted Stock Units | ||||||
Certain recipients of the Company’s restricted stock unit awards (“RSUs”) who participate in the Company’s Nonqualified Deferred Compensation Plan may elect to defer some or all of their RSUs as they vest until a specified date or dates they choose. At the end of the deferral periods, the Company issues to recipients who deferred their RSUs shares of the Company’s common stock underlying the deferred RSUs. At March 31, 2014 and 2013, we had 223,752 and 163,995 vested deferred RSUs outstanding, respectively. | ||||||
Share Repurchase Program | ||||||
The Company’s Board of Directors has authorized a common stock repurchase program for the repurchase of up to $1,200,000 of common stock through December 31, 2014. Under the program, stock repurchases may be made in the open market or in privately negotiated transactions from time to time at management’s discretion. The timing and amounts of any repurchases will depend on many factors, including the Company’s capital structure, the market price of the common stock and overall market conditions. During the three months ended March 31, 2014 and 2013, the Company did not repurchase any shares of its common stock. As of March 31, 2014, the remaining maximum dollar value of shares available for repurchase under the program was approximately $415,960. The Company’s policy related to repurchases of its common stock is to charge any excess of cost over par value entirely to additional paid-in capital. | ||||||
Cash Dividend | ||||||
In October 2013, the Company announced that its Board of Directors increased its regular quarterly cash dividend by $0.015, from $0.10 to $0.115 per share. Cash dividends of $14,242 and $12,310 were paid during the three months ended March 31, 2014 and 2013, respectively. | ||||||
Commitments_and_Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2014 | |
Commitments and Contingencies [Abstract] | ' |
Commitments and Contingencies | ' |
14.COMMITMENTS AND CONTINGENCIES | |
In the normal course of its business and as a result of the extensive governmental regulation of the solid waste and E&P waste industries, the Company is subject to various judicial and administrative proceedings involving federal, state or local agencies. In these proceedings, an agency may seek to impose fines on the Company or to revoke or deny renewal of an operating permit held by the Company. From time to time, the Company may also be subject to actions brought by special interest or other groups, adjacent landowners or residents in connection with the permitting and licensing of landfills, transfer stations, and E&P waste treatment, recovery and disposal operations, or alleging environmental damage or violations of the permits and licenses pursuant to which the Company operates. | |
In addition, the Company is a party to various claims and suits pending for alleged damages to persons and property, alleged violations of certain laws and alleged liabilities arising out of matters occurring during the normal operation of the waste management business. Except as noted in the matters described below, as of March 31, 2014, there is no current proceeding or litigation involving the Company or its property that the Company believes could have a material adverse impact on its business, financial condition, results of operations or cash flows. | |
Chaparral, New Mexico Landfill Permit Litigation | |
The Company’s subsidiary, High Desert Solid Waste Facility, Inc. (formerly known as Rhino Solid Waste, Inc.) (“HDSWF”), owns undeveloped property in Chaparral, New Mexico, for which it sought a permit to operate a municipal solid waste landfill. The New Mexico Environment Department (the “Department”) approved the permit for the facility on January 30, 2002. Colonias Development Council (“CDC”), a nonprofit organization, appealed the Department’s decision to the courts of New Mexico, alleging primarily that the Department failed to consider the social impact of the landfill on the community of Chaparral, and failed to consider regional planning issues. On July 18, 2005, in Colonias Dev. Council v. Rhino Envtl. Servs., Inc. (In re Rhino Envtl. Servs.), 2005 NMSC 24, 117 P.3d 939, the New Mexico Supreme Court remanded the matter back to the Department to conduct a limited public hearing on certain evidence that CDC claimed was wrongfully excluded from consideration by the hearing officer, and to allow the Department to reconsider the evidence already proffered concerning the impact of the landfill on the surrounding community’s quality of life. In July 2007, the Department, CDC, the Company and Otero County signed a stipulation requesting a postponement of the limited public hearing to allow the Company time to explore a possible relocation of the landfill to a new site. Since 2007, the Department has issued several orders postponing the limited public hearing, and on October 17, 2012, it granted a request by the parties to hold the limited public hearing in abeyance until further notice. | |
In July 2009, HDSWF purchased approximately 325 acres of undeveloped land comprising a proposed new site from the State of New Mexico. HDSWF filed a formal landfill permit application for the new site with the Department on September 17, 2010. On September 12, 2011, the Department deemed the permit application complete and a public hearing on the matter had been tentatively scheduled for April 9, 2012, in Chaparral, New Mexico. On November 9, 2011, HDSWF filed a motion with the Department to hold in abeyance indefinitely the notice for public hearing and the permit hearing, and HDSWF agreed to provide the Department with at least 120 days’ prior notice of any desired, future permit hearing. The Department granted the motion. HDSWF requested the abeyance to defer capital expenditures related to permitting the new site until mid to late 2014, when HDSWF expects to have a better understanding of several current market conditions and regulatory factors that affect the timing and feasibility of the project. These conditions and factors include: the status of the Company’s Solid Waste Disposal and Operating Agreement for the collection and disposal of solid waste generated within the City of El Paso, effective April 28, 2004, which has a 10-year term; the status of El Paso Disposal, LP’s Solid Waste Franchise Agreement for the collection of solid waste generated within the City of El Paso, effective September 1, 2011, which has a 40-month term; and whether certain closed or non-operating disposal facilities in the El Paso market area are reopened and whether those facilities are operated by private or public entities. | |
At March 31, 2014, the Company had $11,778 of capitalized expenditures related to this landfill development project. Depending on the outcome of the market conditions and regulatory factors described above, the Company may decide in mid to late 2014 to abandon the project and expense the $11,778 of capitalized expenditures, less the recoverable value of the undeveloped properties and other amounts recovered, which would likely have a material adverse effect on the Company’s results of operations for that period. Alternatively, if the outcome of the market conditions and regulatory factors described above is such that the Company believes the market for disposal of solid waste generated in the City of El Paso will remain competitive, HDSWF may decide in mid to late 2014 to resume its permitting process for the new site. Under those circumstances, if the Department ultimately denies the landfill permit application for the new site, HDSWF intends to actively resume its efforts to enforce the previously issued landfill permit for the original site in Chaparral. If the Company is ultimately issued a permit to operate the landfill at the new site purchased in July 2009, the Company will be required to expense in a future period $10,324 of capitalized expenditures related to the original Chaparral property, less the recoverable value of that undeveloped property and other amounts recovered, which would likely have a material adverse effect on the Company’s results of operations for that period. If the Company instead is ultimately issued a permit to operate the landfill at the original Chaparral property, the Company will be required to expense in a future period $1,454 of capitalized expenditures related to the new site purchased in July 2009, less the recoverable value of that undeveloped property and other amounts recovered. If the Company is not ultimately issued a permit to operate the landfill at either one of the two sites, the Company will be required to expense in a future period the $11,778 of capitalized expenditures, less the recoverable value of the undeveloped properties and other amounts recovered, which would likely have a material adverse effect on the Company’s results of operations for that period. | |
Harper County, Kansas Landfill Permit Litigation | |
The Company opened a municipal solid waste landfill in Harper County, Kansas in January 2006, following the issuance by the Kansas Department of Health and Environment (“KDHE”) of a permit to operate the landfill. The landfill has operated continuously since that time. In 2005, landfill opponents (the “Plaintiffs”) filed a suit (Board of Comm’rs of Sumner County, Kansas, Tri-County Concerned Citizens and Dalton Holland v. Roderick Bremby, Sec’y of the Kansas Dep’t of Health and Env’t, et al.) in the District Court of Shawnee County, Kansas, seeking a judicial review of KDHE’s decision to issue the permit, alleging that a site analysis prepared for the Company and submitted to KDHE as part of the process leading to the issuance of the permit was deficient in several respects. The action sought to stay the effectiveness of the permit and to nullify it. The Company intervened in this lawsuit shortly after it was filed. In June 2012, the District Court denied the Plaintiffs’ demand for revocation of the permit, and affirmed KDHE’s decision that the issuance of the permit met all applicable regulatory requirements. The Plaintiffs filed an appeal with the Kansas Court of Appeals. On September 13, 2013, the Kansas Court of Appeals affirmed KDHE’s issuance of the landfill permit to the Company. On October 15, 2013, the Plaintiffs petitioned the Kansas Supreme Court to review the decision of the Court of Appeals, which review is discretionary. To date, the Kansas Supreme Court has not decided if it will review this matter. The Company believes that it will ultimately prevail in this matter, and the Company will continue to have the right to operate the landfill during the pendency of any further appeal. Only in the event that a final, materially adverse determination with respect to the permit is received would there likely be a material adverse effect on the Company’s reported results of operations in the future. If as a result of this litigation, after exhausting all appeals, the Company was unable to continue to operate the landfill, the Company estimates that it would be required to record a pre-tax impairment charge of approximately $20,000 to reduce the carrying value of the landfill to its estimated fair value. In addition, the Company estimates the current annual impact to its pre-tax earnings that would result if it was unable to continue to operate the landfill would be approximately $3,400 per year. | |
Solano County, California Landfill Expansion Litigation | |
On December 17, 2010, Sustainability, Parks, Recycling and Wildlife Legal Defense Fund (“SPRAWLDEF”) and one its members filed a petition for writ of mandate in San Francisco Superior Court seeking to overturn the October 2010 approval of the marsh development permit issued by the San Francisco Bay Conservation and Development Commission (“BCDC”) for the expansion of the Potrero Hills Landfill, alleging that the approval is contrary to the Suisun Marsh Protection Act. The petition, captioned SPRAWLDEF v. San Francisco Bay Conservation and Development Commission, names BCDC as a respondent and the Company as the real party in interest. The Company’s subsidiary, Potrero Hills Landfill, Inc. (“PHLF”), owns and operates the Potrero Hills Landfill. The San Francisco Superior Court stayed the action and, on April 5, 2012, transferred the case to Solano County Superior Court. On November 29, 2012, the Superior Court issued an order finding that the administrative record before BCDC did not contain sufficient evidence regarding net profits for the proposed project or the alternative to support the agency’s finding that the alternative was economically infeasible. The Superior Court therefore issued a writ of mandamus and final judgment on January 14, 2013, setting aside the BCDC permit and remanding it back to the agency for further consideration. Both the Company and BCDC filed notices of appeal, staying execution of the writ and judgment pending the appeal. The Court of Appeal held oral argument on the appeal on February 4, 2014, and took the matter under submission. The County of Solano, Suisun Resource Conservation District, California Refuse Recycling Council and Napa-Vallejo Waste Management Authority each filed amici briefs in this case on behalf of Appellants BCDC and the Company. At this point the Company is not able to determine the likelihood of any outcome in this matter. | |
On June 10, 2011, June Guidotti, a property owner adjacent to PHLF, and SPRAWLDEF and one of its members, each filed administrative petitions for review with the State Water Resources Control Board (“State Board”) seeking to overturn a May 11, 2011 Order No. 2166-(a) approving waste discharge requirements issued by the San Francisco Bay Regional Water Quality Control Board (“Regional Board”) for PHLF’s landfill expansion, alleging that the order is contrary to the State Board’s Title 27 regulations authorizing waste discharge requirements for landfills, and in the case of the SPRAWLDEF petition, further alleging that the Regional Board’s issuance of a Clean Water Act section 401 certification is not supported by an adequate alternatives analysis as required by the federal Clean Water Act. The Regional Board is preparing the administrative record of its decision to issue Order 2166-(a) to be filed with the State Board as well as its response to the petitions for review. It is anticipated that the Regional Board will vigorously defend its actions and seek dismissal of the petitions for review. A hearing date has not yet been set on either petition, and the State Board has held both the Guidotti and SPRAWLDEF petitions in abeyance at the petitioners’ requests. At this point, the Company is not able to determine the likelihood of any outcome in this matter. | |
If as a result of any of the matters described above, after exhausting all appeals, PHLF’s marsh development permit is permanently rescinded, the Company estimates that it would be required to recognize a pre-tax impairment charge of approximately $11,000 to reduce the carrying value of PHLF to its estimated fair value. | |
Madera County, California Materials Recovery Facility Contract Litigation | |
The Company’s subsidiary, Madera Disposal Systems, Inc. (“MDSI”) was named in a complaint captioned County of Madera vs. Madera Disposal Systems, Inc., et al, filed in Madera County Superior Court (Case No. MCV 059402) on March 5, 2012, and subsequently transferred to Fresno County Superior Court. Madera County alleges in the complaint that from 2007 through 2010, MDSI breached a contract with the County for the operation of a materials recovery facility by withholding profits from facility operations in excess of those authorized by the contract. The County further alleges that the breach gives the County the unilateral right to terminate all of its contracts with MDSI, including contracts for (1) the collection of residential and commercial waste in the unincorporated parts of the County, (2) operation of the materials recovery facility, (3) operation of the North Fork Transfer Station and (4) operation of the Fairmead Landfill. The County seeks monetary damages of $2,962 from MDSI, plus pre-judgment interest at 10% per annum. | |
MDSI had been under contract with the County to collect residential and commercial waste and operate the county-owned Fairmead Landfill continuously since at least 1981. In 1993, MDSI contracted with the County to construct and operate a materials recovery facility for the County on the premises of the Fairmead Landfill. After it entered into the materials recovery facility contract, MDSI entered into new contracts with the County for waste collection and landfill operation to run concurrently with the materials recovery facility contract. In 1998, MDSI and the County agreed to extend the terms of the County contracts until November 10, 2012, with MDSI holding a unilateral option to extend the contracts for an additional five-year term. | |
In March 2011, the County issued a Notice of Default to MDSI under the materials recovery facility contract and gave MDSI 30 days to cure the default. MDSI provided information that it believed demonstrated that it was not in default under the contract and had not withheld profits that it was obligated to deliver to the County under the terms of the contract. | |
On February 7, 2012, the County issued a Notice of Termination to MDSI terminating all of its contracts effective November 1, 2012. The lawsuit followed on March 5, 2012. MDSI answered the complaint and asserted a claim against the County for wrongful termination of the contracts. On October 31, 2012, MDSI ceased providing services and vacated the County premises. The case is set for trial in Fresno in September 2014. | |
At this point, the Company is not able to determine the likelihood of any outcome in this matter. The Company disputes Madera County’s right to terminate the MDSI contracts effective November 1, 2012, and seeks damages for the profits lost as a result of the wrongful termination. The Company estimates that the current annual impact to its pre-tax earnings resulting from the termination of MDSI’s contracts with Madera County is approximately $2,300 per year, not including any monetary damages and interest the Court could order MDSI to pay the County. | |
Subsequent_Event
Subsequent Event | 3 Months Ended |
Mar. 31, 2014 | |
Subsequent Events [Abstract] | ' |
Subsequent Event | ' |
15. SUBSEQUENT EVENT | |
On April 17, 2014, the Company announced that its Board of Directors approved a regular quarterly cash dividend of $0.115 per share on the Company’s common stock. The dividend will be paid on May 15, 2014, to stockholders of record on the close of business on May 1, 2014. | |
Landfill_Accounting_Tables
Landfill Accounting (Tables) | 3 Months Ended | |||||
Mar. 31, 2014 | ||||||
Landfill Accounting [Abstract] | ' | |||||
Reconciliation of Final Capping, Closure and Post-Closure Liability Balance | ' | |||||
The following is a reconciliation of the Company’s final capping, closure and post-closure liability balance from December 31, 2013 to March 31, 2014: | ||||||
Final capping, closure and post-closure liability at December 31, 2013 | $ | 50,128 | ||||
Adjustments to final capping, closure and post-closure liabilities | 2,526 | |||||
Liabilities incurred | 1,075 | |||||
Accretion expense associated with landfill obligations | 823 | |||||
Closure payments | -2 | |||||
Final capping, closure and post-closure liability at March 31, 2014 | $ | 54,550 | ||||
LongTerm_Debt_Tables
Long-Term Debt (Tables) | 3 Months Ended | ||||||
Mar. 31, 2014 | |||||||
Long-Term Debt [Abstract] | ' | ||||||
Long-Term Debt | ' | ||||||
Long-term debt consists of the following: | |||||||
March 31, | 31-Dec-13 | ||||||
2014 | |||||||
Revolver under credit facility, bearing interest ranging from 1.65% to 3.75%* | $ | 685,000 | $ | 727,100 | |||
Term loan facility, bearing interest ranging from 2.03% to 2.04%* | 680,000 | 700,000 | |||||
2015 Notes, bearing interest at 6.22% | 175,000 | 175,000 | |||||
2016 Notes, bearing interest at 3.30% | 100,000 | 100,000 | |||||
2018 Notes, bearing interest at 4.00% | 50,000 | 50,000 | |||||
2019 Notes, bearing interest at 5.25% | 175,000 | 175,000 | |||||
2021 Notes, bearing interest at 4.64% | 100,000 | 100,000 | |||||
Tax-exempt bonds, bearing interest ranging from 0.06% to 0.15%* | 32,825 | 33,030 | |||||
Notes payable to sellers and other third parties, bearing interest at 2.5% to 10.9%* | 11,049 | 12,845 | |||||
2,008,874 | 2,072,975 | ||||||
Less – current portion | -4,009 | -5,385 | |||||
$ | 2,004,865 | $ | 2,067,590 | ||||
____________________ | |||||||
*Interest rates in the table above represent the range of interest rates incurred during the three month period ended March 31, 2014. | |||||||
Intangible_Assets_Net_Tables
Intangible Assets, Net (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Intangible Assets, Net [Abstract] | ' | ||||||||
Intangible Assets Exclusive of Goodwill | ' | ||||||||
Intangible assets, exclusive of goodwill, consisted of the following at March 31, 2014: | |||||||||
Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | |||||||
Finite-lived intangible assets: | |||||||||
Long-term franchise agreements and contracts | $ | 196,110 | $ | -47,022 | $ | 149,088 | |||
Customer lists | 152,537 | -64,472 | 88,065 | ||||||
Permits and non-competition agreements | 41,369 | -10,871 | 30,498 | ||||||
390,016 | -122,365 | 267,651 | |||||||
Indefinite-lived intangible assets: | |||||||||
Solid waste collection and transportation permits | 151,505 | - | 151,505 | ||||||
Material recycling facility permits | 42,283 | - | 42,283 | ||||||
E&P facility permits | 59,855 | - | 59,855 | ||||||
253,643 | - | 253,643 | |||||||
Intangible assets, exclusive of goodwill | $ | 643,659 | $ | -122,365 | $ | 521,294 | |||
Intangible assets, exclusive of goodwill, consisted of the following at December 31, 2013: | |||||||||
Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | |||||||
Finite-lived intangible assets: | |||||||||
Long-term franchise agreements and contracts | $ | 196,110 | $ | -45,114 | $ | 150,996 | |||
Customer lists | 152,378 | -59,950 | 92,428 | ||||||
Permits and non-competition agreements | 41,369 | -10,565 | 30,804 | ||||||
389,857 | -115,629 | 274,228 | |||||||
Indefinite-lived intangible assets: | |||||||||
Solid waste collection and transportation permits | 151,505 | - | 151,505 | ||||||
Material recycling facility permits | 42,283 | - | 42,283 | ||||||
E&P facility permits | 59,855 | - | 59,855 | ||||||
253,643 | - | 253,643 | |||||||
Intangible assets, exclusive of goodwill | $ | 643,500 | $ | -115,629 | $ | 527,871 | |||
Estimated Future Amortization Expense of Amortizable Intangible Assets | ' | ||||||||
Estimated future amortization expense for the next five years relating to finite-lived intangible assets is as follows: | |||||||||
For the year ending December 31, 2014 | $ | 26,661 | |||||||
For the year ending December 31, 2015 | $ | 26,011 | |||||||
For the year ending December 31, 2016 | $ | 22,058 | |||||||
For the year ending December 31, 2017 | $ | 20,087 | |||||||
For the year ending December 31, 2018 | $ | 19,134 | |||||||
Segment_Reporting_Tables
Segment Reporting (Tables) | 3 Months Ended | |||||||||||||||
Mar. 31, 2014 | ||||||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||||||
Summary of Financial Information Concerning Company's Reportable Segments | ' | |||||||||||||||
Summarized financial information concerning the Company’s reportable segments for the three months ended March 31, 2014 and 2013, is shown in the following tables: | ||||||||||||||||
Three Months Ended | Gross | Intercompany | Net | EBITDA(c) | ||||||||||||
31-Mar-14 | Revenues | Revenues(b) | Revenues | |||||||||||||
Western | $ | 217,603 | $ | -22,248 | $ | 195,355 | $ | 62,492 | ||||||||
Central | 143,384 | -14,317 | 129,067 | 45,843 | ||||||||||||
Eastern | 109,367 | -18,041 | 91,326 | 27,137 | ||||||||||||
E&P | 70,306 | -4,344 | 65,962 | 31,479 | ||||||||||||
Corporate(a) | - | - | - | -3,949 | ||||||||||||
$ | 540,660 | $ | -58,950 | $ | 481,710 | $ | 163,002 | |||||||||
Three Months Ended | Gross | Intercompany | Net | EBITDA(c) | ||||||||||||
31-Mar-13 | Revenues | Revenues(b) | Revenues | |||||||||||||
Western | $ | 216,345 | $ | -23,194 | $ | 193,151 | $ | 58,576 | ||||||||
Central | 127,963 | -13,370 | 114,593 | 40,238 | ||||||||||||
Eastern | 105,430 | -17,660 | 87,770 | 25,881 | ||||||||||||
E&P | 57,021 | -2,643 | 54,378 | 22,587 | ||||||||||||
Corporate(a) | - | - | - | -2,604 | ||||||||||||
$ | 506,759 | $ | -56,867 | $ | 449,892 | $ | 144,678 | |||||||||
____________________ | ||||||||||||||||
(a)Corporate functions include accounting, legal, tax, treasury, information technology, risk management, human resources, training and other administrative functions. Amounts reflected are net of allocations to the four operating segments. | ||||||||||||||||
(b)Intercompany revenues reflect each segment’s total intercompany sales, including intercompany sales within a segment and between segments. Transactions within and between segments are generally made on a basis intended to reflect the market value of the service. | ||||||||||||||||
(c)For those items included in the determination of EBITDA, the accounting policies of the segments are the same as those described in the Company’s most recent Annual Report on Form 10-K. | ||||||||||||||||
Changes in Goodwill by Reportable Segment | ' | |||||||||||||||
The following tables show changes in goodwill during the three months ended March 31, 2014 and 2013, by reportable segment: | ||||||||||||||||
Western | Central | Eastern | E&P | Total | ||||||||||||
Balance as of December 31, 2013 | $ | 372,915 | $ | 459,054 | $ | 380,570 | $ | 462,615 | $ | 1,675,154 | ||||||
Goodwill adjustments | - | -843 | -1 | - | -844 | |||||||||||
Balance as of March 31, 2014 | $ | 372,915 | $ | 458,211 | $ | 380,569 | $ | 462,615 | $ | 1,674,310 | ||||||
Western | Central | Eastern | E&P | Total | ||||||||||||
Balance as of December 31, 2012 | $ | 373,143 | $ | 430,412 | $ | 380,561 | $ | 452,441 | $ | 1,636,557 | ||||||
Goodwill transferred | - | -9,196 | - | 9,196 | - | |||||||||||
Goodwill acquired | - | 1 | 24 | 757 | 782 | |||||||||||
Balance as of March 31, 2013 | $ | 373,143 | $ | 421,217 | $ | 380,585 | $ | 462,394 | $ | 1,637,339 | ||||||
Reconciliation of Primary Measure of Segment Profitability to Income before Income Tax Provision | ' | |||||||||||||||
A reconciliation of the Company’s primary measure of segment profitability (EBITDA) to Income before income tax provision in the Condensed Consolidated Statements of Net Income is as follows: | ||||||||||||||||
Three months ended | ||||||||||||||||
March 31, | ||||||||||||||||
2014 | 2013 | |||||||||||||||
Western segment EBITDA | $ | 62,492 | $ | 58,576 | ||||||||||||
Central segment EBITDA | 45,843 | 40,238 | ||||||||||||||
Eastern segment EBITDA | 27,137 | 25,881 | ||||||||||||||
E&P segment EBITDA | 31,479 | 22,587 | ||||||||||||||
Subtotal reportable segments | 166,951 | 147,282 | ||||||||||||||
Unallocated corporate overhead | -3,949 | -2,604 | ||||||||||||||
Depreciation | -55,817 | -51,649 | ||||||||||||||
Amortization of intangibles | -6,737 | -6,438 | ||||||||||||||
Gain on disposal of assets | 141 | 322 | ||||||||||||||
Interest expense | -16,910 | -19,012 | ||||||||||||||
Other income (expense), net | -524 | 742 | ||||||||||||||
Income before income tax provision | $ | 83,155 | $ | 68,643 | ||||||||||||
Total Reported Revenues by Service Line | ' | |||||||||||||||
The following table shows, for the periods indicated, the Company’s total reported revenues by service line and with intercompany eliminations: | ||||||||||||||||
Three months ended | ||||||||||||||||
March 31, | ||||||||||||||||
2014 | 2013 | |||||||||||||||
Solid waste collection | $ | 306,003 | $ | 293,144 | ||||||||||||
Solid waste disposal and transfer | 135,563 | 122,772 | ||||||||||||||
E&P waste treatment, recovery and disposal | 73,318 | 59,931 | ||||||||||||||
Solid waste recycling | 14,904 | 18,794 | ||||||||||||||
Intermodal and other | 10,872 | 12,118 | ||||||||||||||
540,660 | 506,759 | |||||||||||||||
Less: intercompany elimination | -58,950 | -56,867 | ||||||||||||||
Total revenues | $ | 481,710 | $ | 449,892 | ||||||||||||
Derivative_Financial_Instrumen1
Derivative Financial Instruments (Tables) | 3 Months Ended | ||||||||||||||
Mar. 31, 2014 | |||||||||||||||
Fair Value of Derivative Instrument Designated as Cash Flow Hedges | ' | ||||||||||||||
The fair values of derivative instruments designated as cash flow hedges as of March 31, 2014, were as follows: | |||||||||||||||
Derivatives Designated as Cash | Asset Derivatives | Liability Derivatives | |||||||||||||
Flow Hedges | Balance Sheet Location | Fair Value | Balance Sheet Location | Fair Value | |||||||||||
Interest rate swaps | Accrued liabilities(a) | $ | -3,125 | ||||||||||||
Other long-term liabilities | -1,327 | ||||||||||||||
Fuel hedge | Prepaid expenses and other current assets(b) | $ | 1,021 | ||||||||||||
Other assets, net | 570 | ||||||||||||||
Total derivatives designated as cash flow hedges | $ | 1,591 | $ | -4,452 | |||||||||||
____________________ | |||||||||||||||
(a) Represents the estimated amount of the existing unrealized losses on interest rate swaps as of March 31, 2014 (based on the interest rate yield curve at that date), included in AOCL expected to be reclassified into pre-tax earnings within the next 12 months. The actual amounts reclassified into earnings are dependent on future movements in interest rates. | |||||||||||||||
(b)Represents the estimated amount of the existing unrealized gains on the fuel hedge as of March 31, 2014 (based on the forward DOE diesel fuel index curve at that date), included in AOCL expected to be reclassified into pre-tax earnings within the next 12 months. The actual amounts reclassified into earnings are dependent on future movements in diesel fuel prices. | |||||||||||||||
The fair values of derivative instruments designated as cash flow hedges as of December 31, 2013, were as follows: | |||||||||||||||
Derivatives Designated as Cash | Asset Derivatives | Liability Derivatives | |||||||||||||
Flow Hedges | Balance Sheet Location | Fair Value | Balance Sheet Location | Fair Value | |||||||||||
Interest rate swaps | Accrued liabilities | $ | -3,373 | ||||||||||||
Other long-term liabilities | -1,853 | ||||||||||||||
Fuel hedge | Prepaid expenses and other current assets | $ | 1,304 | ||||||||||||
Other assets, net | 895 | ||||||||||||||
Total derivatives designated as cash flow hedges | $ | 2,199 | $ | -5,226 | |||||||||||
Impact of Cash Flow Hedges on Results of Operations, Comprehensive Income and Accumulated Other Comprehensive Loss | ' | ||||||||||||||
The following table summarizes the impact of the Company’s cash flow hedges on the results of operations, comprehensive income and AOCL for the three months ended March 31, 2014 and 2013: | |||||||||||||||
Derivatives Designated as Cash Flow Hedges | Amount of Gain or (Loss) Recognized as AOCL on Derivatives, | Statement of | Amount of (Gain) or Loss Reclassified from AOCL into Earnings, Net of Tax (Effective Portion) (b),(c) | ||||||||||||
Net of Tax (Effective Portion)(a) | Net Income Classification | ||||||||||||||
Three Months Ended | Three Months Ended | ||||||||||||||
March 31, | March 31, | ||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||
Interest rate swaps | $ | -176 | $ | -18 | Interest expense | $ | 658 | $ | 852 | ||||||
Fuel hedge | -178 | 364 | Cost of operations | -199 | - | ||||||||||
Total | $ | -354 | $ | 346 | $ | 459 | $ | 852 | |||||||
___________________ | |||||||||||||||
(a)In accordance with the derivatives and hedging guidance, the effective portions of the changes in fair values of interest rate swaps and the fuel hedge have been recorded in equity as a component of AOCL. As the critical terms of the interest rate swaps match the underlying debt being hedged, no ineffectiveness is recognized on these swaps and, therefore, all unrealized changes in fair value are recorded in AOCL. Because changes in the actual price of diesel fuel and changes in the DOE index price do not offset exactly each reporting period, the Company assesses whether the fuel hedge is highly effective using the cumulative dollar offset approach. | |||||||||||||||
(b)Amounts reclassified from AOCL into earnings related to realized gains and losses on interest rate swaps are recognized when interest payments or receipts occur related to the swap contracts, which correspond to when interest payments are made on the Company’s hedged debt. | |||||||||||||||
(c)Amounts reclassified from AOCL into earnings related to realized gains and losses on the fuel hedge are recognized when settlement payments or receipts occur related to the hedge contract, which correspond to when the underlying fuel is consumed. | |||||||||||||||
Interest Rate Swap [Member] | ' | ||||||||||||||
Company's derivative instruments | ' | ||||||||||||||
At March 31, 2014, the Company’s derivative instruments included two interest rate swap agreements as follows: | |||||||||||||||
Notional Amount | Fixed Interest Rate Paid* | Variable Interest Rate Received | Effective Date | ||||||||||||
Date Entered | Expiration Date | ||||||||||||||
Aug-11 | $ | 150,000 | 0.80% | 1-month LIBOR | Apr-12 | Jan-15 | |||||||||
Dec-11 | $ | 175,000 | 1.60% | 1-month LIBOR | Feb-14 | Feb-17 | |||||||||
____________________ | |||||||||||||||
* Plus applicable margin. | |||||||||||||||
Fuel [Member] | Commodity Contract [Member] | ' | ||||||||||||||
Company's derivative instruments | ' | ||||||||||||||
At March 31, 2014, the Company’s derivative instruments included one fuel hedge agreement as follows: | |||||||||||||||
Date Entered | Notional Amount | Diesel Rate Paid Fixed (per gallon) | Diesel Rate Received Variable | Effective Date | Expiration | ||||||||||
(in gallons per month) | Date | ||||||||||||||
Jun-12 | 300,000 | $ | DOE Diesel Fuel Index* | Jan-14 | Dec-15 | ||||||||||
3.60 | |||||||||||||||
____________________ | |||||||||||||||
* If the national U.S. on-highway average price for a gallon of diesel fuel (“average price”), as published by the Department of Energy (“DOE”), exceeds the contract price per gallon, the Company receives the difference between the average price and the contract price (multiplied by the notional number of gallons) from the counterparty. If the average price is less than the contract price per gallon, the Company pays the difference to the counterparty. | |||||||||||||||
Fair_Value_of_Financial_Instru1
Fair Value of Financial Instruments (Tables) | 3 Months Ended | ||||||||||||
Mar. 31, 2014 | |||||||||||||
Fair Value [Abstract] | ' | ||||||||||||
Carrying Values and Fair Values of Debt Instruments | ' | ||||||||||||
The carrying values and fair values of the Company’s debt instruments where the carrying values do not approximate their fair values as of March 31, 2014 and December 31, 2013, are as follows: | |||||||||||||
Carrying Value at | Fair Value* at | ||||||||||||
31-Mar-14 | December 31, 2013 | 31-Mar-14 | December 31, 2013 | ||||||||||
6.22% Senior Notes due 2015 | $ | 175,000 | $ | 175,000 | $ | 187,588 | $ | 187,206 | |||||
3.30% Senior Notes due 2016 | $ | 100,000 | $ | 100,000 | $ | 103,395 | $ | 102,066 | |||||
4.00% Senior Notes due 2018 | $ | 50,000 | $ | 50,000 | $ | 52,849 | $ | 50,992 | |||||
5.25% Senior Notes due 2019 | $ | 175,000 | $ | 175,000 | $ | 193,325 | $ | 185,037 | |||||
4.64% Senior Notes due 2021 | $ | 100,000 | $ | 100,000 | $ | 106,704 | $ | 100,341 | |||||
______________________ | |||||||||||||
*Senior Notes are classified as Level 2 within the fair value hierarchy. Fair value is based on quotes of bonds with similar ratings in similar industries. | |||||||||||||
Net_Income_Per_Share_Informati1
Net Income Per Share Information (Tables) | 3 Months Ended | ||||||||||||
Mar. 31, 2014 | |||||||||||||
Net Income Per Share Information [Abstract] | ' | ||||||||||||
Basic and Diluted Net Income Per Common Share | ' | ||||||||||||
The following table sets forth the calculation of the numerator and denominator used in the computation of basic and diluted net income per common share attributable to the Company’s common stockholders for the three months ended March 31, 2014 and 2013: | |||||||||||||
Three months ended | |||||||||||||
March 31, | |||||||||||||
2014 | 2013 | ||||||||||||
Numerator: | |||||||||||||
Net income attributable to Waste Connections for basic and diluted earnings per share | $ | 49,015 | $ | 41,556 | |||||||||
Denominator: | |||||||||||||
Basic shares outstanding | 123,963,001 | 123,380,799 | |||||||||||
Dilutive effect of stock options and warrants | 137,594 | 202,115 | |||||||||||
Dilutive effect of restricted stock units | 613,502 | 322,015 | |||||||||||
Diluted shares outstanding | 124,714,097 | 123,904,929 | |||||||||||
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 3 Months Ended | ||||||||||||
Mar. 31, 2014 | |||||||||||||
Fair Value [Abstract] | ' | ||||||||||||
Assets and Liabilities Measured At Fair Value on Recurring Basis | ' | ||||||||||||
The Company’s assets and liabilities measured at fair value on a recurring basis at March 31, 2014 and December 31, 2013, were as follows: | |||||||||||||
Fair Value Measurement at March 31, 2014 Using | |||||||||||||
Total | Quoted Prices in Active Markets for Identical Assets | Significant Other Observable Inputs | Significant Unobservable Inputs | ||||||||||
(Level 1) | (Level 2) | (Level 3) | |||||||||||
Interest rate swap derivative instruments – net liability position | $ | -4,452 | $ | - | $ | -4,452 | $ | - | |||||
Fuel hedge derivative instrument – net asset position | $ | 1,591 | $ | - | $ | - | $ | 1,591 | |||||
Restricted assets | $ | 34,873 | $ | 34,873 | $ | - | $ | - | |||||
Fair Value Measurement at December 31, 2013 Using | |||||||||||||
Total | Quoted Prices in Active Markets for Identical Assets | Significant Other Observable Inputs | Significant Unobservable Inputs | ||||||||||
(Level 1) | (Level 2) | (Level 3) | |||||||||||
Interest rate swap derivative instruments – net liability position | $ | -5,226 | $ | - | $ | -5,226 | $ | - | |||||
Fuel hedge derivative instrument – net asset position | $ | 2,199 | $ | - | $ | - | $ | 2,199 | |||||
Restricted assets | $ | 32,782 | $ | 32,782 | $ | - | $ | - | |||||
Change in Fair Value for Level 3 Derivatives | ' | ||||||||||||
The following table summarizes the change in the fair value for Level 3 derivatives for the three months ended March 31, 2014: | |||||||||||||
Level 3 Derivatives | |||||||||||||
Balance as of December 31, 2013 | $ | 2,199 | |||||||||||
Realized gains included in earnings | -323 | ||||||||||||
Unrealized losses included in AOCL | -285 | ||||||||||||
Balance as of March 31, 2014 | $ | 1,591 | |||||||||||
The following table summarizes the change in the fair value for Level 3 derivatives for the three months ended March 31, 2013: | |||||||||||||
Level 3 Derivatives | |||||||||||||
Balance as of December 31, 2012 | $ | 1,187 | |||||||||||
Unrealized gains included in AOCL | 591 | ||||||||||||
Balance as of March 31, 2013 | $ | 1,778 | |||||||||||
Other_Comprehensive_Income_Los1
Other Comprehensive Income (Loss) (Tables) | 3 Months Ended | |||||||||||
Mar. 31, 2014 | ||||||||||||
Other Comprehensive Income (Loss) [Abstract] | ' | |||||||||||
Components of Other Comprehensive Income (Loss) | ' | |||||||||||
Other comprehensive income (loss) includes changes in the fair value of interest rate swaps and the fuel hedge that qualify for hedge accounting. The components of other comprehensive income (loss) and related tax effects for the three month periods ended March 31, 2014 and 2013, are as follows: | ||||||||||||
Three months ended March 31, 2014 | ||||||||||||
Gross | Tax effect | Net of tax | ||||||||||
Interest rate swap amounts reclassified into interest expense | $ | 1,068 | $ | -410 | $ | 658 | ||||||
Fuel hedge amounts reclassified into cost of operations | -323 | 124 | -199 | |||||||||
Changes in fair value of interest rate swaps | -294 | 118 | -176 | |||||||||
Changes in fair value of fuel hedge | -285 | 107 | -178 | |||||||||
$ | 166 | $ | -61 | $ | 105 | |||||||
Three months ended March 31, 2013 | ||||||||||||
Gross | Tax effect | Net of tax | ||||||||||
Interest rate swap amounts reclassified into interest expense | $ | 1,379 | $ | -527 | $ | 852 | ||||||
Changes in fair value of interest rate swaps | -39 | 21 | -18 | |||||||||
Changes in fair value of fuel hedge | 591 | -227 | 364 | |||||||||
$ | 1,931 | $ | -733 | $ | 1,198 | |||||||
Amounts Included in Accumulated Other Comprehensive Loss | ' | |||||||||||
A rollforward of the amounts included in AOCL, net of taxes, is as follows: | ||||||||||||
Fuel Hedge | Interest Rate Swaps | Accumulated Other Comprehensive Loss | ||||||||||
Balance at December 31, 2013 | $ | 1,357 | $ | -3,226 | $ | -1,869 | ||||||
Amounts reclassified into earnings | -199 | 658 | 459 | |||||||||
Changes in fair value | -178 | -176 | -354 | |||||||||
Balance at March 31, 2014 | $ | 980 | $ | -2,744 | $ | -1,764 | ||||||
Stockholders_Equity_Tables
Stockholders' Equity (Tables) | 3 Months Ended | |||||
Mar. 31, 2014 | ||||||
Restricted Stock Units (RSUs) [Member] | ' | |||||
Summary of Activity Related to Restricted Stock Units | ' | |||||
A summary of activity related to restricted stock units under the Third Amended and Restated 2004 Equity Incentive Plan during the three month period ended March 31, 2014, is presented below: | ||||||
Unvested Shares | ||||||
Outstanding at December 31, 2013 | 1,299,466 | |||||
Granted | 491,405 | |||||
Forfeited | -12,928 | |||||
Vested and Issued | -482,958 | |||||
Vested and Unissued | -70,422 | |||||
Outstanding at March 31, 2014 | 1,224,563 | |||||
Performance Shares [Member] | ' | |||||
Summary of Performance-Based Restricted Stock Units Activity and Related Information | ' | |||||
A summary of activity related to PBRSU’s during the three month period ended March 31, 2014, is presented below: | ||||||
Unvested Shares | ||||||
Outstanding at December 31, 2013 | - | |||||
Granted | 54,723 | |||||
Forfeited | - | |||||
Vested | - | |||||
Outstanding at March 31, 2014 | 54,723 | |||||
Landfill_Accounting_Narrative_
Landfill Accounting (Narrative) (Details) (USD $) | 3 Months Ended | 12 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 |
site | |||
Debt Instrument [Line Items] | ' | ' | ' |
Number of municipal solid waste landfills owned and operated by company | 42 | ' | ' |
Number of owned landfills that only accept exploration and production waste | 6 | ' | ' |
Number of development stage landfills | 2 | ' | ' |
Number of owned landfills that only accept construction and demolition, industrial and other non-putrescible waste | 7 | ' | ' |
Number of landfills owned and operated by company | 44 | ' | ' |
Number of landfills operated, not owned, under life of site operating agreements | 6 | ' | ' |
Number of landfills operated under limited-term operating agreements | 5 | ' | ' |
Property and equipment, net | $2,454,902 | ' | $2,450,649 |
Number of life-of-site landfills for which the Company is responsible for final capping, closure and post-closure maintenance obligations | 5 | ' | ' |
Average remaining landfill life based on permitted capacity and projected annual disposal volumes | '35 years | ' | ' |
Number of owned landfills the company is seeking to expand | 9 | ' | ' |
Number of landfills operated under life-of-site operating agreements that the company is seeking to expand | 2 | ' | ' |
Average remaining landfill life based on permitted capacity, projected annual disposal volumes and probable expansion capacity | '43 years | ' | ' |
Life of Company's owned landfills and landfills operated under life of site operating agreements min range | '2 years | ' | ' |
Life of Company's owned landfills and landfills operated under life of site operating agreements max range | '192 years | ' | ' |
Landfill depletion expense | 19,071 | 18,399 | ' |
Average rate per ton consumed related to landfill depletion at owned landfills and landfills operated under life of site agreements | 4.2 | 4.22 | ' |
Discount rate for purposes of computing layers for final capping, closure and post-closure obligations | 5.75% | ' | 5.75% |
Inflation rate for purposes of computing layers for final capping, closure and post-closure obligations | 2.50% | ' | 2.50% |
Accretion expense associated with landfill obligations | 823 | 707 | ' |
Average rate per ton consumed related to final capping, closure and post-closure landfill accretion expense | 0.18 | 0.16 | ' |
Restricted asset balance for purposes of securing our performance of future final capping, closure and post-closure obligations | 35,530 | ' | ' |
Landfill [Member] | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Property and equipment, net | $1,638,759 | ' | ' |
Landfill_Accounting_Reconcilia
Landfill Accounting (Reconciliation of Final Capping, Closure and Post-Closure Liability Balance) (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Basis of Presentation and Summary [Abstract] | ' | ' |
Final capping, closure and post-closure liability at the beginning of the period | $50,128 | ' |
Adjustments to final capping, closure and post-closure liabilities | 2,526 | ' |
Liabilities incurred | 1,075 | ' |
Accretion expense associated with landfill obligations | 823 | 707 |
Closure payments | -2 | ' |
Final capping, closure and post-closure liability at the end of the period | $54,550 | ' |
LongTerm_Debt_LongTerm_Debt_De
Long-Term Debt (Long-Term Debt) (Detail) (USD $) | 3 Months Ended | 12 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2014 | Dec. 31, 2013 | ||
Debt Instrument [Line Items] | ' | ' | ||
Total debt | $2,008,874 | $2,072,975 | ||
Less - current portion | -4,009 | -5,385 | ||
Long-term debt and notes payable | 2,004,865 | 2,067,590 | ||
Revolver Under Credit Facility [Member] | ' | ' | ||
Debt Instrument [Line Items] | ' | ' | ||
Total debt | 685,000 | [1] | 727,100 | [1] |
Interest rate, minimum | 1.65% | ' | ||
Interest rate, maximum | 3.75% | ' | ||
Term Loan Facility [Member] | ' | ' | ||
Debt Instrument [Line Items] | ' | ' | ||
Total debt | 680,000 | [1] | 700,000 | [1] |
Interest rate, minimum | 2.03% | ' | ||
Interest rate, maximum | 2.04% | ' | ||
Senior Notes due 2015 [Member] | ' | ' | ||
Debt Instrument [Line Items] | ' | ' | ||
Total debt | 175,000 | 175,000 | ||
Interest rate | 6.22% | 6.22% | ||
Debt instrument maturity date year | '2015 | '2015 | ||
Senior Notes due 2016 [Member] | ' | ' | ||
Debt Instrument [Line Items] | ' | ' | ||
Total debt | 100,000 | 100,000 | ||
Interest rate | 3.30% | 3.30% | ||
Debt instrument maturity date year | '2016 | '2016 | ||
Senior Notes due 2018 [Member] | ' | ' | ||
Debt Instrument [Line Items] | ' | ' | ||
Total debt | 50,000 | 50,000 | ||
Interest rate | 4.00% | 4.00% | ||
Debt instrument maturity date year | '2018 | '2018 | ||
Senior Notes due 2019 [Member] | ' | ' | ||
Debt Instrument [Line Items] | ' | ' | ||
Total debt | 175,000 | 175,000 | ||
Interest rate | 5.25% | 5.25% | ||
Debt instrument maturity date year | '2019 | '2019 | ||
Senior Notes due 2021 [Member] | ' | ' | ||
Debt Instrument [Line Items] | ' | ' | ||
Total debt | 100,000 | 100,000 | ||
Interest rate | 4.64% | 4.64% | ||
Debt instrument maturity date year | '2021 | '2021 | ||
Tax-exempt Bonds [Member] | ' | ' | ||
Debt Instrument [Line Items] | ' | ' | ||
Total debt | 32,825 | [1] | 33,030 | [1] |
Interest rate, minimum | 0.06% | ' | ||
Interest rate, maximum | 0.15% | ' | ||
2.50% to 10.9% Notes Payable to Sellers and Other Third Parties [Member] | ' | ' | ||
Debt Instrument [Line Items] | ' | ' | ||
Total debt | $11,049 | [1] | $12,845 | [1] |
Interest rate, minimum | 2.50% | ' | ||
Interest rate, maximum | 10.90% | ' | ||
[1] | Interest rates in the table above represent the range of interest rates incurred during the three month period ended March 31, 2014. |
Acquisitions_Narrative_Detail
Acquisitions (Narrative) (Detail) (USD $) | 3 Months Ended | 1 Months Ended | 3 Months Ended | |||||
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Oct. 31, 2012 | Mar. 31, 2013 | Mar. 31, 2014 |
Dunn & Company LLC [Member] | Dunn & Company LLC [Member] | Dunn & Company LLC [Member] | R360 Environmental Solutions Inc [Member] | R360 Environmental Solutions Inc [Member] | Screwbean Landfill, LLC [Member] | |||
Maximum [Member] | Minimum [Member] | Dunn & Company LLC [Member] | ||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Cash consideration, net of cash acquired | $27,215 | ' | ' | ' | ' | $18,906 | ' | $27,020 |
Contingent consideration payable period | ' | ' | '2 years | ' | ' | ' | ' | ' |
Contingent Consideration payment discount rate | ' | ' | ' | 2.70% | 2.40% | ' | ' | ' |
Adjustment to net working capital | ' | ' | ' | ' | ' | ' | 18,000 | ' |
Acquisition related costs | 258 | 473 | ' | ' | ' | ' | ' | ' |
Contingent consideration | ' | ' | $2,923 | $3,000 | ' | ' | ' | ' |
Intangible_Assets_Net_Intangib
Intangible Assets, Net (Intangible Assets Exclusive of Goodwill) (Detail) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ' | ' |
Finite-lived intangible assets, gross carrying amount | $390,016 | $389,857 |
Intangible assets, exclusive of goodwill, gross | 643,659 | 643,500 |
Finite-lived intangible assets, accumulated amortization | -122,365 | -115,629 |
Finite-lived intangible assets, net carrying amount | 267,651 | 274,228 |
Intangible assets, net, exclusive of goodwill | 521,294 | 527,871 |
Indefinite-lived intangible assets, gross carrying amount | 253,643 | 253,643 |
Indefinite-lived intangible assets | 253,643 | 253,643 |
Solid Waste Collection and Transportation Permits [Member] | ' | ' |
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ' | ' |
Indefinite-lived intangible assets, gross carrying amount | 151,505 | 151,505 |
Indefinite-lived intangible assets | 151,505 | 151,505 |
Material Recycling Facility Permits [Member] | ' | ' |
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ' | ' |
Indefinite-lived intangible assets, gross carrying amount | 42,283 | 42,283 |
Indefinite-lived intangible assets | 42,283 | 42,283 |
Exploration and Production Facility Permits [Member] | ' | ' |
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ' | ' |
Indefinite-lived intangible assets, gross carrying amount | 59,855 | 59,855 |
Indefinite-lived intangible assets | 59,855 | 59,855 |
Long-term Franchise Agreements and Contracts [Member] | ' | ' |
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ' | ' |
Finite-lived intangible assets, gross carrying amount | 196,110 | 196,110 |
Finite-lived intangible assets, accumulated amortization | -47,022 | -45,114 |
Finite-lived intangible assets, net carrying amount | 149,088 | 150,996 |
Customer Lists [Member] | ' | ' |
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ' | ' |
Finite-lived intangible assets, gross carrying amount | 152,537 | 152,378 |
Finite-lived intangible assets, accumulated amortization | -64,472 | -59,950 |
Finite-lived intangible assets, net carrying amount | 88,065 | 92,428 |
Permits and Non-Competition Agreements [Member] | ' | ' |
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ' | ' |
Finite-lived intangible assets, gross carrying amount | 41,369 | 41,369 |
Finite-lived intangible assets, accumulated amortization | -10,871 | -10,565 |
Finite-lived intangible assets, net carrying amount | $30,498 | $30,804 |
Intangible_Assets_Net_Estimate
Intangible Assets, Net (Estimated Future Amortization Expense of Amortizable Intangible Assets) (Detail) (USD $) | Mar. 31, 2014 |
In Thousands, unless otherwise specified | |
Intangible Assets, Net [Abstract] | ' |
For the year ending December 31, 2014 | $26,661 |
For the year ending December 31, 2015 | 26,011 |
For the year ending December 31, 2016 | 22,058 |
For the year ending December 31, 2017 | 20,087 |
For the year ending December 31, 2018 | $19,134 |
Segment_Reporting_Narrative_De
Segment Reporting (Narrative) (Detail) (USD $) | 3 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2014 |
segment | |
Segment Reporting [Abstract] | ' |
Number of operating segments | 4 |
Number of reportable segments | 4 |
Number of geographic operating segments | 3 |
Accumulated impairment losses associated with goodwill | $0 |
Segment_Reporting_Summary_of_F
Segment Reporting (Summary of Financial Information Concerning Company's Reportable Segments) (Detail) (USD $) | 3 Months Ended | |||
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | ||
Segment Reporting Information [Line Items] | ' | ' | ||
Revenue | $481,710 | $449,892 | ||
EBITDA | 163,002 | [1] | 144,678 | [1] |
Intercompany Revenues [Member] | ' | ' | ||
Segment Reporting Information [Line Items] | ' | ' | ||
Revenue | -58,950 | [2] | -56,867 | [2] |
Operating Segments [Member] | ' | ' | ||
Segment Reporting Information [Line Items] | ' | ' | ||
Revenue | 540,660 | 506,759 | ||
EBITDA | 166,951 | 147,282 | ||
Western [Member] | ' | ' | ||
Segment Reporting Information [Line Items] | ' | ' | ||
Revenue | 195,355 | 193,151 | ||
EBITDA | 62,492 | [1] | 58,576 | [1] |
Western [Member] | Intercompany Revenues [Member] | ' | ' | ||
Segment Reporting Information [Line Items] | ' | ' | ||
Revenue | -22,248 | [2] | -23,194 | [2] |
Western [Member] | Operating Segments [Member] | ' | ' | ||
Segment Reporting Information [Line Items] | ' | ' | ||
Revenue | 217,603 | 216,345 | ||
EBITDA | 62,492 | 58,576 | ||
Central [Member] | ' | ' | ||
Segment Reporting Information [Line Items] | ' | ' | ||
Revenue | 129,067 | 114,593 | ||
EBITDA | 45,843 | [1] | 40,238 | [1] |
Central [Member] | Intercompany Revenues [Member] | ' | ' | ||
Segment Reporting Information [Line Items] | ' | ' | ||
Revenue | -14,317 | [2] | -13,370 | [2] |
Central [Member] | Operating Segments [Member] | ' | ' | ||
Segment Reporting Information [Line Items] | ' | ' | ||
Revenue | 143,384 | 127,963 | ||
EBITDA | 45,843 | 40,238 | ||
Eastern [Member] | ' | ' | ||
Segment Reporting Information [Line Items] | ' | ' | ||
Revenue | 91,326 | 87,770 | ||
EBITDA | 27,137 | [1] | 25,881 | [1] |
Eastern [Member] | Intercompany Revenues [Member] | ' | ' | ||
Segment Reporting Information [Line Items] | ' | ' | ||
Revenue | -18,041 | [2] | -17,660 | [2] |
Eastern [Member] | Operating Segments [Member] | ' | ' | ||
Segment Reporting Information [Line Items] | ' | ' | ||
Revenue | 109,367 | 105,430 | ||
EBITDA | 27,137 | 25,881 | ||
Exploration and Production [Member] | ' | ' | ||
Segment Reporting Information [Line Items] | ' | ' | ||
Revenue | 65,962 | 54,378 | ||
EBITDA | 31,479 | [1] | 22,587 | [1] |
Exploration and Production [Member] | Intercompany Revenues [Member] | ' | ' | ||
Segment Reporting Information [Line Items] | ' | ' | ||
Revenue | -4,344 | [2] | -2,643 | [2] |
Exploration and Production [Member] | Operating Segments [Member] | ' | ' | ||
Segment Reporting Information [Line Items] | ' | ' | ||
Revenue | 70,306 | 57,021 | ||
EBITDA | 31,479 | 22,587 | ||
Corporate [Member] | ' | ' | ||
Segment Reporting Information [Line Items] | ' | ' | ||
EBITDA | ($3,949) | [1],[3] | ($2,604) | [1],[3] |
[1] | For those items included in the determination of EBITDA, the accounting policies of the segments are the same as those described in the Companybs most recent Annual Report on FormB 10-K. | |||
[2] | Intercompany revenues reflect each segmentbs total intercompany sales, including intercompany sales within a segment and between segments.B Transactions within and between segments are generally made on a basis intended to reflect the market value of the service. | |||
[3] | Corporate functions include accounting, legal, tax, treasury, information technology, risk management, human resources, training and other administrative functions.B Amounts reflected are net of allocations to the four operating segments. |
Segment_Reporting_Changes_in_G
Segment Reporting (Changes in Goodwill by Reportable Segment) (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Goodwill [Line Items] | ' | ' |
Goodwill, Beginning Balance | $1,675,154 | $1,636,557 |
Goodwill adjustments and transferred | -844 | ' |
Goodwill acquired | ' | 782 |
Goodwill, Ending Balance | 1,674,310 | 1,637,339 |
Western [Member] | ' | ' |
Goodwill [Line Items] | ' | ' |
Goodwill, Beginning Balance | 372,915 | 373,143 |
Goodwill adjustments and transferred | ' | ' |
Goodwill acquired | ' | ' |
Goodwill, Ending Balance | 372,915 | 373,143 |
Central [Member] | ' | ' |
Goodwill [Line Items] | ' | ' |
Goodwill, Beginning Balance | 459,054 | 430,412 |
Goodwill adjustments and transferred | -843 | -9,196 |
Goodwill acquired | ' | 1 |
Goodwill, Ending Balance | 458,211 | 421,217 |
Eastern [Member] | ' | ' |
Goodwill [Line Items] | ' | ' |
Goodwill, Beginning Balance | 380,570 | 380,561 |
Goodwill adjustments and transferred | -1 | ' |
Goodwill acquired | ' | 24 |
Goodwill, Ending Balance | 380,569 | 380,585 |
Exploration and Production [Member] | ' | ' |
Goodwill [Line Items] | ' | ' |
Goodwill, Beginning Balance | 462,615 | 452,441 |
Goodwill adjustments and transferred | ' | 9,196 |
Goodwill acquired | ' | 757 |
Goodwill, Ending Balance | $462,615 | $462,394 |
Segment_Reporting_Reconciliati
Segment Reporting (Reconciliation of Primary Measure of Segment Profitability to Income before Income Tax Provision) (Detail) (USD $) | 3 Months Ended | |||
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | ||
EBITDA | $163,002 | [1] | $144,678 | [1] |
Depreciation | -55,817 | -51,649 | ||
Amortization of intangibles | -6,737 | -6,438 | ||
Gain on disposal of assets | 141 | 322 | ||
Interest expense | -16,910 | -19,012 | ||
Other income (expense), net | -524 | 742 | ||
Income before income tax provision | 83,155 | 68,643 | ||
Western [Member] | ' | ' | ||
EBITDA | 62,492 | [1] | 58,576 | [1] |
Central [Member] | ' | ' | ||
EBITDA | 45,843 | [1] | 40,238 | [1] |
Eastern [Member] | ' | ' | ||
EBITDA | 27,137 | [1] | 25,881 | [1] |
Exploration and Production [Member] | ' | ' | ||
EBITDA | 31,479 | [1] | 22,587 | [1] |
Corporate [Member] | ' | ' | ||
EBITDA | -3,949 | [1],[2] | -2,604 | [1],[2] |
Operating Segments [Member] | ' | ' | ||
EBITDA | 166,951 | 147,282 | ||
Operating Segments [Member] | Western [Member] | ' | ' | ||
EBITDA | 62,492 | 58,576 | ||
Operating Segments [Member] | Central [Member] | ' | ' | ||
EBITDA | 45,843 | 40,238 | ||
Operating Segments [Member] | Eastern [Member] | ' | ' | ||
EBITDA | 27,137 | 25,881 | ||
Operating Segments [Member] | Exploration and Production [Member] | ' | ' | ||
EBITDA | $31,479 | $22,587 | ||
[1] | For those items included in the determination of EBITDA, the accounting policies of the segments are the same as those described in the Companybs most recent Annual Report on FormB 10-K. | |||
[2] | Corporate functions include accounting, legal, tax, treasury, information technology, risk management, human resources, training and other administrative functions.B Amounts reflected are net of allocations to the four operating segments. |
Segment_Reporting_Total_Report
Segment Reporting (Total Reported Revenues by Service Line) (Detail) (USD $) | 3 Months Ended | |||
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | ||
Revenue from External Customer [Line Items] | ' | ' | ||
Revenues | $481,710 | $449,892 | ||
Intercompany Revenues [Member] | ' | ' | ||
Revenue from External Customer [Line Items] | ' | ' | ||
Revenues | -58,950 | [1] | -56,867 | [1] |
Operating Segments [Member] | ' | ' | ||
Revenue from External Customer [Line Items] | ' | ' | ||
Revenues | 540,660 | 506,759 | ||
Operating Segments [Member] | Solid Waste Collection [Member] | ' | ' | ||
Revenue from External Customer [Line Items] | ' | ' | ||
Revenues | 306,003 | 293,144 | ||
Operating Segments [Member] | Solid Waste Disposal and Transfer [Member] | ' | ' | ||
Revenue from External Customer [Line Items] | ' | ' | ||
Revenues | 135,563 | 122,772 | ||
Operating Segments [Member] | E&P Waste Treatment, Recovery and Disposal [Member] | ' | ' | ||
Revenue from External Customer [Line Items] | ' | ' | ||
Revenues | 73,318 | 59,931 | ||
Operating Segments [Member] | Solid Waste Recycling [Member] | ' | ' | ||
Revenue from External Customer [Line Items] | ' | ' | ||
Revenues | 14,904 | 18,794 | ||
Operating Segments [Member] | Intermodal and Other [Member] | ' | ' | ||
Revenue from External Customer [Line Items] | ' | ' | ||
Revenues | $10,872 | $12,118 | ||
[1] | Intercompany revenues reflect each segmentbs total intercompany sales, including intercompany sales within a segment and between segments.B Transactions within and between segments are generally made on a basis intended to reflect the market value of the service. |
Derivative_Financial_Instrumen2
Derivative Financial Instruments (Narrative) (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
agreement | ||
Derivative Financial Instruments [Abstract] | ' | ' |
Number of interest rate swap agreements | 2 | ' |
Number of fuel hedge agreements | 1 | ' |
Ineffectiveness recognized on the fuel hedge | $0 | $0 |
Derivative_Financial_Instrumen3
Derivative Financial Instruments (Company's Derivative Instruments of Interest Rate Swaps) (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | |
Interest Rate Swap One [Member] | ' | |
Derivative [Line Items] | ' | |
Date entered | '2011-08 | |
Notional amount | $150,000 | |
Fixed interest rate paid | 0.80% | [1] |
Variable interest rate received | '1-month LIBOR | |
Effective date | '2012-04 | |
Expiration date | '2015-01 | |
Interest Rate Swap Two [Member] | ' | |
Derivative [Line Items] | ' | |
Date entered | '2011-12 | |
Notional amount | $175,000 | |
Fixed interest rate paid | 1.60% | [1] |
Variable interest rate received | '1-month LIBOR | |
Effective date | '2014-02 | |
Expiration date | '2017-02 | |
[1] | Plus applicable margin. |
Derivative_Financial_Instrumen4
Derivative Financial Instruments (Company's Derivative Instruments of Fuel Hedge Agreements) (Details) (Fuel [Member], Commodity Contract [Member]) | 3 Months Ended | |
Mar. 31, 2014 | ||
Fuel [Member] | Commodity Contract [Member] | ' | |
Derivative [Line Items] | ' | |
Date entered | '2012-06 | |
Notional Amount (in gallons per month) | 300,000 | |
Diesel Rate Paid Fixed (per gallon) | 3.6 | |
Diesel Rate Received Variable | 'DOE Diesel Fuel Index* | [1] |
Effective date | '2014-01 | |
Expiration date | '2015-12 | |
[1] | If the national U.S. on-highway average price for a gallon of diesel fuel (baverage priceb), as published by the Department of Energy (bDOEb), exceeds the contract price per gallon, the Company receives the difference between the average price and the contract price (multiplied by the notional number of gallons) from the counterparty.B If the average price is less than the contract price per gallon, the Company pays the difference to the counterparty. |
Derivative_Financial_Instrumen5
Derivative Financial Instruments (Fair Values of Derivative Instruments Designated as Cash Flow Hedges) (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 | |
In Thousands, unless otherwise specified | |||
Derivatives, Fair Value [Line Items] | ' | ' | |
Derivatives designated as cash flow hedges, asset derivatives | $1,591 | $2,199 | |
Derivatives designated as cash flow hedges, liability derivatives | -4,452 | -5,226 | |
Interest Rate Swap [Member] | Accrued Liabilities [Member] | ' | ' | |
Derivatives, Fair Value [Line Items] | ' | ' | |
Derivatives designated as cash flow hedges, liability derivatives | -3,125 | [1] | -3,373 |
Interest Rate Swap [Member] | Other Long-term Liabilities [Member} | ' | ' | |
Derivatives, Fair Value [Line Items] | ' | ' | |
Derivatives designated as cash flow hedges, liability derivatives | -1,327 | -1,853 | |
Fuel [Member] | Commodity Contract [Member] | Prepaid Expenses and Other Current Assets [Member] | ' | ' | |
Derivatives, Fair Value [Line Items] | ' | ' | |
Derivatives designated as cash flow hedges, asset derivatives | 1,021 | [2] | 1,304 |
Fuel [Member] | Commodity Contract [Member] | Other Assets [Member] | ' | ' | |
Derivatives, Fair Value [Line Items] | ' | ' | |
Derivatives designated as cash flow hedges, asset derivatives | $570 | $895 | |
[1] | Represents the estimated amount of the existing unrealized losses on interest rate swaps as of March 31, 2014 (based on the interest rate yield curve at that date), included in AOCL expected to be reclassified into pre-tax earnings within the next 12B months.B The actual amounts reclassified into earnings are dependent on future movements in interest rates. | ||
[2] | Represents the estimated amount of the existing unrealized gains on the fuel hedge as of March 31, 2014 (based on the forward DOE diesel fuel index curve at that date), included in AOCL expected to be reclassified into pre-tax earnings within the next 12B months.B The actual amounts reclassified into earnings are dependent on future movements in diesel fuel prices. |
Derivative_Financial_Instrumen6
Derivative Financial Instruments (Impact of Cash Flow Hedges on Results of Operations, Comprehensive Income and Accumulated Other Comprehensive Loss) (Details) (Cash Flow Hedging [Member], USD $) | 3 Months Ended | |||
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | ||
Derivative Instruments, Gain (Loss) [Line Items] | ' | ' | ||
Amount of gain or (loss) recognized as AOCL on derivatives, net of tax (effective portion) | ($354) | [1] | $346 | [1] |
Amount of (gain) or loss reclassified from AOCL into earnings, net of tax (effective portion) | 459 | [2],[3] | 852 | [2],[3] |
Interest Expense [Member] | ' | ' | ||
Derivative Instruments, Gain (Loss) [Line Items] | ' | ' | ||
Amount of (gain) or loss reclassified from AOCL into earnings, net of tax (effective portion) | 658 | [2],[3] | 852 | [2],[3] |
Cost Of Operations [Member] | ' | ' | ||
Derivative Instruments, Gain (Loss) [Line Items] | ' | ' | ||
Amount of (gain) or loss reclassified from AOCL into earnings, net of tax (effective portion) | -199 | [2],[3] | ' | |
Interest Rate Swap [Member] | ' | ' | ||
Derivative Instruments, Gain (Loss) [Line Items] | ' | ' | ||
Amount of gain or (loss) recognized as AOCL on derivatives, net of tax (effective portion) | -176 | [1] | -18 | [1] |
Fuel [Member] | Commodity Contract [Member] | ' | ' | ||
Derivative Instruments, Gain (Loss) [Line Items] | ' | ' | ||
Amount of gain or (loss) recognized as AOCL on derivatives, net of tax (effective portion) | ($178) | [1] | $364 | [1] |
[1] | In accordance with the derivatives and hedging guidance, the effective portions of the changes in fair values of interest rate swaps and the fuel hedge have been recorded in equity as a component of AOCL.B As the critical terms of the interest rate swaps match the underlying debt being hedged, no ineffectiveness is recognized on these swaps and, therefore, all unrealized changes in fair value are recorded in AOCL.B Because changes in the actual price of diesel fuel and changes in the DOE index price do not offset exactly each reporting period, the Company assesses whether the fuel hedge is highly effective using the cumulative dollar offset approach. | |||
[2] | Amounts reclassified from AOCL into earnings related to realized gains and losses on interest rate swaps are recognized when interest payments or receipts occur related to the swap contracts, which correspond to when interest payments are made on the Companybs hedged debt. | |||
[3] | Amounts reclassified from AOCL into earnings related to realized gains and losses on the fuel hedge are recognized when settlement payments or receipts occur related to the hedge contract, which correspond to when the underlying fuel is consumed. |
Fair_Value_of_Financial_Instru2
Fair Value of Financial Instruments (Carrying Values and Fair Values of Debt Instruments) (Detail) (USD $) | 3 Months Ended | 12 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2014 | Dec. 31, 2013 | ||
Debt Instrument [Line Items] | ' | ' | ||
Carrying value of senior notes | $2,008,874 | $2,072,975 | ||
Senior Notes due 2015 [Member] | ' | ' | ||
Debt Instrument [Line Items] | ' | ' | ||
Carrying value of senior notes | 175,000 | 175,000 | ||
Fair value of senior notes | 187,588 | [1] | 187,206 | [1] |
Interest rate of senior notes | 6.22% | 6.22% | ||
Senior note year due | '2015 | '2015 | ||
Senior Notes due 2016 [Member] | ' | ' | ||
Debt Instrument [Line Items] | ' | ' | ||
Carrying value of senior notes | 100,000 | 100,000 | ||
Fair value of senior notes | 103,395 | [1] | 102,066 | [1] |
Interest rate of senior notes | 3.30% | 3.30% | ||
Senior note year due | '2016 | '2016 | ||
Senior Notes due 2018 [Member] | ' | ' | ||
Debt Instrument [Line Items] | ' | ' | ||
Carrying value of senior notes | 50,000 | 50,000 | ||
Fair value of senior notes | 52,849 | [1] | 50,992 | [1] |
Interest rate of senior notes | 4.00% | 4.00% | ||
Senior note year due | '2018 | '2018 | ||
Senior Notes due 2019 [Member] | ' | ' | ||
Debt Instrument [Line Items] | ' | ' | ||
Carrying value of senior notes | 175,000 | 175,000 | ||
Fair value of senior notes | 193,325 | [1] | 185,037 | [1] |
Interest rate of senior notes | 5.25% | 5.25% | ||
Senior note year due | '2019 | '2019 | ||
Senior Notes due 2021 [Member] | ' | ' | ||
Debt Instrument [Line Items] | ' | ' | ||
Carrying value of senior notes | 100,000 | 100,000 | ||
Fair value of senior notes | $106,704 | [1] | $100,341 | [1] |
Interest rate of senior notes | 4.64% | 4.64% | ||
Senior note year due | '2021 | '2021 | ||
[1] | Senior Notes are classified as Level 2 within the fair value hierarchy. Fair value is based on quotes of bonds with similar ratings in similar industries. |
Net_Income_Per_Share_Informati2
Net Income Per Share Information (Basic and Diluted Net Income Per Common Share) (Detail) (USD $) | 3 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Numerator: | ' | ' |
Net income attributable to Waste Connections for basic and diluted earnings per share | $49,015 | $41,556 |
Denominator: | ' | ' |
Basic shares outstanding | 123,963,001 | 123,380,799 |
Dilutive effect of stock options and warrants | 137,594 | 202,115 |
Diluted shares outstanding | 124,714,097 | 123,904,929 |
Restricted Stock Units (RSUs) [Member] | ' | ' |
Denominator: | ' | ' |
Dilutive effect of restricted stock units | 613,502 | 322,015 |
Fair_Value_Measurements_Narrat
Fair Value Measurements (Narrative) (Detail) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Fair Value [Abstract] | ' | ' |
Minimum range of DOE index curve used in DCF model | $3.76 | $3.79 |
Maximum range of DOE index curve used in DCF model | $4 | $4 |
Weighted average DOE index curve used in DCF model | $3.84 | $3.91 |
Fair_Value_Measurements_Assets
Fair Value Measurements (Assets and Liabilities Measured at Fair Value on Recurring Basis) (Detail) (Fair Value, Measurements, Recurring [Member], USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Restricted assets | $34,873 | $32,782 |
Interest Rate Swap [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Derivative instrument - net | -4,452 | -5,226 |
Fair Value, Inputs, Level 1 [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Restricted assets | 34,873 | 32,782 |
Fair Value, Inputs, Level 2 [Member] | Interest Rate Swap [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Derivative instrument - net | -4,452 | -5,226 |
Fuel [Member] | Commodity Contract [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Derivative instrument - net | 1,591 | 2,199 |
Fuel [Member] | Fair Value, Inputs, Level 3 [Member] | Commodity Contract [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Derivative instrument - net | $1,591 | $2,199 |
Fair_Value_Measurements_Change
Fair Value Measurements (Change in Fair Value for Level 3 Derivatives) (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Fair Value [Abstract] | ' | ' |
Beginning balance | $2,199 | $1,187 |
Realized gains included in earnings | -323 | ' |
Unrealized gains included in AOCL | -285 | 591 |
Ending balance | $1,591 | $1,778 |
Other_Comprehensive_Income_Los2
Other Comprehensive Income (Loss) (Components of Other Comprehensive Income (Loss)) (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Components of Other Comprehensive Income (Loss) [Line Items] | ' | ' |
Other comprehensive income (loss), gross total | $166 | $1,931 |
Income tax expense related to items of other comprehensive income | -61 | -733 |
Amounts reclassified, net of tax | 459 | 852 |
Other comprehensive income (loss), total, net of tax | 105 | 1,198 |
Changes in fair value, net of taxes | -354 | 346 |
Interest Rate Swap [Member] | ' | ' |
Components of Other Comprehensive Income (Loss) [Line Items] | ' | ' |
Amounts reclassified, gross | 1,068 | 1,379 |
Changes in fair value, gross | -294 | -39 |
Amounts reclassified, tax effect | -410 | -527 |
Changes in fair value, tax effect | 118 | 21 |
Amounts reclassified, net of tax | 658 | 852 |
Changes in fair value, net of taxes | -176 | -18 |
Fuel [Member] | Commodity Contract [Member] | ' | ' |
Components of Other Comprehensive Income (Loss) [Line Items] | ' | ' |
Amounts reclassified, gross | -323 | ' |
Changes in fair value, gross | -285 | 591 |
Amounts reclassified, tax effect | 124 | ' |
Changes in fair value, tax effect | 107 | -227 |
Amounts reclassified, net of tax | -199 | ' |
Changes in fair value, net of taxes | ($178) | $364 |
Other_Comprehensive_Income_Los3
Other Comprehensive Income (Loss) (Amounts Included in Accumulated Other Comprehensive Loss) (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Components of Other Comprehensive Income (Loss) [Line Items] | ' | ' |
Beginning balance | ($1,869) | ' |
Amounts reclassified into earnings | 459 | 852 |
Changes in fair value | -354 | 346 |
Ending balance | -1,764 | ' |
Interest Rate Swap [Member] | ' | ' |
Components of Other Comprehensive Income (Loss) [Line Items] | ' | ' |
Beginning balance | -3,226 | ' |
Amounts reclassified into earnings | 658 | 852 |
Changes in fair value | -176 | -18 |
Ending balance | -2,744 | ' |
Fuel [Member] | Commodity Contract [Member] | ' | ' |
Components of Other Comprehensive Income (Loss) [Line Items] | ' | ' |
Beginning balance | 1,357 | ' |
Amounts reclassified into earnings | -199 | ' |
Changes in fair value | -178 | 364 |
Ending balance | $980 | ' |
Stockholders_Equity_Narrative_
Stockholders' Equity (Narrative) (Detail) (USD $) | 1 Months Ended | 3 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Oct. 31, 2013 | Sep. 30, 2013 | Mar. 31, 2014 | Mar. 31, 2013 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Range of performance-based restricted stock units awarded at end of performance period | ' | ' | '0% to 150% of the original granted amount | ' |
Vested deferred RSUs outstanding | ' | ' | 223,752 | 163,995 |
Repurchase of common stock | ' | ' | 0 | 0 |
Cash dividend per share | $0.12 | $0.10 | $0.12 | $0.10 |
Cash dividend per common share, increase | $0.02 | ' | ' | ' |
Cash dividends on common stock | ' | ' | $14,242 | $12,310 |
Repurchase of common stock, maximum value | ' | ' | 1,200,000 | ' |
Remaining value of common stock authorized under repurchase program | ' | ' | $415,960 | ' |
Restricted Stock Units (RSUs) [Member] | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Weighted average grant-date fair value of restricted stock units granted | ' | ' | $42.41 | ' |
Performance Shares [Member] | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Weighted average grant-date fair value of restricted stock units granted | ' | ' | $42.33 | ' |
Vesting period of award | ' | ' | '3 years | ' |
Assumed forfeiture rate | ' | ' | 0.00% | ' |
Performance Shares [Member] | Minimum [Member] | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Performance-based restricted stock units awarded at end of performance period, percentage of original granted amount | ' | ' | 0.00% | ' |
Performance Shares [Member] | Maximum [Member] | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Performance-based restricted stock units awarded at end of performance period, percentage of original granted amount | ' | ' | 150.00% | ' |
Stockholders_Equity_Summary_of
Stockholders' Equity (Summary of Activity Related to Restricted Stock Units) (Detail) (USD $) | 3 Months Ended |
Mar. 31, 2014 | |
Restricted Stock Units (RSUs) [Member] | ' |
Unvested shares | ' |
Outstanding, shares at December 31, 2013 | 1,299,466 |
Granted | 491,405 |
Forfeited | -12,928 |
Vested and issued | -482,958 |
Vested and unissued | -70,422 |
Outstanding, shares at March 31, 2014 | 1,224,563 |
Weighted-Average Grant Date Fair Value Per Share | ' |
Granted | $42.41 |
Performance Shares [Member] | ' |
Unvested shares | ' |
Granted | 54,723 |
Outstanding, shares at March 31, 2014 | 54,723 |
Weighted-Average Grant Date Fair Value Per Share | ' |
Granted | $42.33 |
Commitments_and_Contingencies_
Commitments and Contingencies (Narrative) (Detail) (USD $) | 1 Months Ended | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2011 | Jul. 31, 2009 | Mar. 31, 2014 |
acre | |||
Commitments and Contingencies [Abstract] | ' | ' | ' |
HDSWF purchased undeveloped land | ' | 325 | ' |
Minimum number of days of prior notice for future permit hearing | ' | ' | '120 days |
Term period of Solid Waste Disposal and Operating Agreement | ' | ' | '10 years |
Term period of Solid Waste Franchise Agreement | ' | ' | '40 months |
Capitalized expenditures related to landfill development projects | ' | ' | $11,778 |
Capitalized expenditures company will be required to expense in future if new site permit approved | ' | ' | 10,324 |
Capitalized expenditures the company will be required to expense in future if original site permit approved | ' | ' | 1,454 |
Capitalized expenditures the company will be required to expense in future if site permits not approved | ' | ' | 11,778 |
Pre-tax impairment charge related to Kansas landfill | ' | ' | 20,000 |
Estimated annual impact on pre-tax earnings if company unable to operate the landfill | ' | ' | 3,400 |
Expected pre-tax impairment charge related to PHLF if Measure E is ultimately ruled to be unenforceable | ' | ' | 11,000 |
Amount of monetary damages County is seeking | ' | ' | 2,962 |
Pre-judgment interest | ' | ' | 10.00% |
Term of unilateral option to extend contract | ' | ' | '5 years |
Period to cure the default | '30 days | ' | ' |
Current annual impact to pre-tax earnings resulting from termination of MDSI's contracts with Madera County | ' | ' | $2,300 |
Subsequent_Event_Details
Subsequent Event (Details) (Subsequent Event [Member], USD $) | 3 Months Ended |
Mar. 31, 2014 | |
Subsequent Event [Member] | ' |
Subsequent Event [Line Items] | ' |
Dividends, declared date | 17-Apr-14 |
Dividends per share amount | $0.12 |
Dividends, date to be paid | 15-May-14 |
Dividends, date of record | 1-May-14 |