Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Oct. 30, 2015 | |
Document Documentand Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | WASTE CONNECTIONS, INC. | |
Entity Central Index Key | 1,057,058 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 122,369,379 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and equivalents | $ 23,553 | $ 14,353 |
Accounts receivable, net of allowance for doubtful accounts of $7,924 and $9,175 at September 30, 2015 and December 31, 2014, respectively | 255,976 | 259,969 |
Deferred income taxes | 48,407 | 49,508 |
Prepaid expenses and other current assets | 32,988 | 42,314 |
Total current assets | 360,924 | 366,144 |
Property and equipment, net | 2,555,254 | 2,594,205 |
Goodwill | 1,319,970 | 1,693,789 |
Intangible assets, net | 496,409 | 509,995 |
Restricted assets | 42,505 | 40,841 |
Other assets, net | 39,661 | 40,293 |
Total assets | 4,814,723 | 5,245,267 |
Current liabilities: | ||
Accounts payable | 138,718 | 120,717 |
Book overdraft | 12,510 | 12,446 |
Accrued liabilities | 150,352 | 120,947 |
Deferred revenue | 82,902 | 80,915 |
Current portion of contingent consideration | 25,981 | 21,637 |
Current portion of long-term debt and notes payable | 3,637 | 3,649 |
Total current liabilities | 414,100 | 360,311 |
Long-term debt and notes payable | 1,946,854 | 1,971,152 |
Long-term portion of contingent consideration | 27,128 | 48,528 |
Other long-term liabilities | 105,534 | 92,900 |
Deferred income taxes | 371,073 | 538,635 |
Total liabilities | $ 2,864,689 | $ 3,011,526 |
Commitments and contingencies (Note 15) | ||
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; 123,419,887 and 123,984,527 shares issued and outstanding at September 30, 2015 and December 31, 2014, respectively | $ 1,234 | $ 1,240 |
Additional paid-in capital | 780,060 | 811,289 |
Accumulated other comprehensive loss | (13,236) | (5,593) |
Treasury stock at cost, 1,050,820 shares outstanding at September 30, 2015 | (49,458) | |
Retained earnings | 1,225,178 | 1,421,249 |
Total Waste Connections' equity | 1,943,778 | 2,228,185 |
Noncontrolling interest in subsidiaries | 6,256 | 5,556 |
Total equity | 1,950,034 | 2,233,741 |
Total liabilities and stockholders' equity | $ 4,814,723 | $ 5,245,267 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Statement Of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 7,924 | $ 9,175 |
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 | 123,419,887 | 123,984,527 |
Common stock, shares outstanding | 123,419,887 | 123,984,527 |
Treasury stock, shares outstanding | 1,050,820 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Net Income - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Income Statement [Abstract] | ||||
Revenues | $ 547,938 | $ 546,551 | $ 1,585,350 | $ 1,552,953 |
Operating expenses: | ||||
Cost of operations | 300,910 | 297,849 | 879,470 | 847,860 |
Selling, general and administrative | 59,799 | 57,991 | 175,208 | 170,163 |
Depreciation | 61,373 | 58,998 | 178,318 | 171,920 |
Amortization of intangibles | 7,195 | 6,702 | 21,458 | 20,158 |
Impairments and other operating charges | 493,813 | 9,120 | 494,158 | 8,572 |
Operating income (loss) | (375,152) | 115,891 | (163,262) | 334,280 |
Interest expense | (16,367) | (15,815) | (47,386) | (48,666) |
Other income (expense), net | (1,303) | (269) | (1,430) | 785 |
Income (loss) before income tax provision | (392,822) | 99,807 | (212,078) | 286,399 |
Income tax (provision) benefit | 136,017 | (39,523) | 64,996 | (113,992) |
Net income (loss) | (256,805) | 60,284 | (147,082) | 172,407 |
Less: Net income attributable to noncontrolling interests | (204) | (200) | (743) | (644) |
Net income (loss) attributable to Waste Connections | $ (257,009) | $ 60,084 | $ (147,825) | $ 171,763 |
Earnings (loss) per common share attributable to Waste Connections' common stockholders: | ||||
Basic | $ (2.08) | $ 0.48 | $ (1.19) | $ 1.38 |
Diluted | $ (2.08) | $ 0.48 | $ (1.19) | $ 1.38 |
Shares used in the per share calculations: | ||||
Basic | 123,269,902 | 124,342,493 | 123,783,217 | 124,179,478 |
Diluted | 123,269,902 | 124,769,981 | 123,783,217 | 124,778,292 |
Cash dividends per common share | $ 0.13 | $ 0.115 | $ 0.39 | $ 0.345 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Net income (loss) | $ (256,805) | $ 60,284 | $ (147,082) | $ 172,407 |
Other comprehensive income (loss), before tax: | ||||
Other comprehensive income (loss), before tax | (9,042) | 875 | (12,293) | (120) |
Income tax (expense) benefit related to items of other comprehensive income (loss) | 3,403 | (336) | 4,650 | 49 |
Other comprehensive income (loss), net of tax | (5,639) | 539 | (7,643) | (71) |
Comprehensive income (loss) | (262,444) | 60,823 | (154,725) | 172,336 |
Less: Comprehensive income attributable to noncontrolling interests | (204) | (200) | (743) | (644) |
Comprehensive income (loss) attributable to Waste Connections | (262,648) | 60,623 | (155,468) | 171,692 |
Interest Rate Swap [Member] | ||||
Other comprehensive income (loss), before tax: | ||||
Amounts reclassified, gross | 1,041 | 1,313 | 3,114 | 3,267 |
Changes in fair value, gross | (6,066) | 968 | (10,503) | (1,536) |
Fuel [Member] | Commodity Contract [Member] | ||||
Other comprehensive income (loss), before tax: | ||||
Amounts reclassified, gross | 874 | (214) | 2,165 | (841) |
Changes in fair value, gross | $ (4,891) | $ (1,192) | $ (7,069) | $ (1,010) |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Equity - USD ($) $ in Thousands | Common Stock [Member]Deferred Compensation Plan [Member] | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Treasury Stock [Member] | Retained Earnings [Member] | Noncontrolling Interests [Member] | Total |
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 | |||||||
Vesting of restricted stock units (shares) | 501,857 | |||||||
Vesting of restricted stock units | $ 5 | (5) | ||||||
Tax withholdings related to net share settlements of restricted stock units | $ (2) | (6,794) | (6,796) | |||||
Tax withholdings related to net share settlements of restricted stock units, shares | (159,534) | |||||||
Equity-based compensation | 13,889 | 13,889 | ||||||
Exercise of stock options and warrants | $ 2 | 2,956 | 2,958 | |||||
Exercise of stock options and warrants, shares | 210,902 | |||||||
Excess tax benefit associated with equity-based compensation | 7,177 | $ 7,177 | ||||||
Repurchase of common stock (shares) | 0 | |||||||
Cash dividends on common stock | (42,770) | $ (42,770) | ||||||
Amounts reclassified into earnings, net of taxes | 1,496 | 1,496 | ||||||
Changes in fair value of cash flow hedges, net of taxes | (1,567) | (1,567) | ||||||
Distributions to noncontrolling interests | (371) | (371) | ||||||
Net income (loss) | 171,763 | 644 | 172,407 | |||||
Ending Balances at Sep. 30, 2014 | $ 1,241 | 813,308 | (1,940) | 1,376,623 | 5,398 | 2,194,630 | ||
Ending Balances, shares at Sep. 30, 2014 | 124,119,712 | |||||||
Beginning Balances at Dec. 31, 2014 | $ 1,240 | 811,289 | (5,593) | 1,421,249 | 5,556 | $ 2,233,741 | ||
Beginning Balances, shares at Dec. 31, 2014 | 123,984,527 | 123,984,527 | ||||||
Vesting of restricted stock units (shares) | 13,652 | 432,165 | ||||||
Vesting of restricted stock units | $ 4 | (4) | ||||||
Tax withholdings related to net share settlements of restricted stock units | $ (1) | (6,440) | $ (6,441) | |||||
Tax withholdings related to net share settlements of restricted stock units, shares | (138,493) | |||||||
Equity-based compensation | 14,433 | 14,433 | ||||||
Exercise of stock options and warrants | 494 | 494 | ||||||
Exercise of stock options and warrants, shares | 40,205 | |||||||
Excess tax benefit associated with equity-based compensation | 1,986 | $ 1,986 | ||||||
Repurchase of common stock (shares) | 1,050,820 | 1,050,820 | ||||||
Repurchase of common stock (shares) | (912,169) | (1,962,989) | ||||||
Repurchase of common stock | $ (49,458) | |||||||
Repurchase of common stock | $ (9) | (41,698) | $ (91,165) | |||||
Cash dividends on common stock | (48,246) | (48,246) | ||||||
Amounts reclassified into earnings, net of taxes | 3,270 | 3,270 | ||||||
Changes in fair value of cash flow hedges, net of taxes | (10,913) | (10,913) | ||||||
Distributions to noncontrolling interests | (43) | (43) | ||||||
Net income (loss) | (147,825) | 743 | (147,082) | |||||
Ending Balances at Sep. 30, 2015 | $ 1,234 | $ 780,060 | $ (13,236) | $ (49,458) | $ 1,225,178 | $ 6,256 | $ 1,950,034 | |
Ending Balances, shares at Sep. 30, 2015 | 123,419,887 | 123,419,887 | ||||||
Ending Balance, treasury shares at Sep. 30, 2015 | 1,050,820 | 1,050,820 |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Cash flows from operating activities: | ||
Net income (loss) | $ (147,082) | $ 172,407 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Loss on disposal of assets and impairments | 513,872 | 7,535 |
Depreciation | 178,318 | 171,920 |
Amortization of intangibles | 21,458 | 20,158 |
Deferred income taxes, net of acquisitions | (161,811) | 4,572 |
Amortization of debt issuance costs | 2,428 | 2,362 |
Equity-based compensation | 14,433 | 13,889 |
Interest income on restricted assets | (319) | (345) |
Interest accretion | 5,346 | 3,631 |
Excess tax benefit associated with equity-based compensation | (1,986) | (7,177) |
Adjustments to contingent consideration | (19,809) | (2,813) |
Payment of contingent consideration recorded in earnings | (450) | |
Net change in operating assets and liabilities, net of acquisitions | 58,480 | 28,829 |
Net cash provided by operating activities | 463,328 | 414,518 |
Cash flows from investing activities: | ||
Payments for acquisitions, net of cash acquired | (112,090) | (49,231) |
Proceeds from adjustment to acquisition consideration | 843 | |
Capital expenditures for property and equipment | (168,379) | (148,843) |
Proceeds from disposal of assets | 1,676 | 6,139 |
Change in restricted assets, net of interest income | (367) | (2,370) |
Other | 2,163 | 18 |
Net cash used in investing activities | (276,997) | (193,444) |
Cash flows from financing activities: | ||
Proceeds from long-term debt | 914,500 | 214,000 |
Principal payments on notes payable and long-term debt | (941,440) | (394,761) |
Payment of contingent consideration recorded at acquisition date | (190) | (470) |
Change in book overdraft | 65 | (180) |
Proceeds from option and warrant exercises | 494 | 2,958 |
Excess tax benefit associated with equity-based compensation | 1,986 | 7,177 |
Payments for repurchase of common stock | (91,165) | |
Payments for cash dividends | (48,246) | (42,770) |
Tax withholdings related to net share settlements of restricted stock units | (6,441) | (6,796) |
Distributions to noncontrolling interests | (43) | (371) |
Debt issuance costs | (6,651) | (125) |
Net cash used in financing activities | (177,131) | (221,338) |
Net increase (decrease) in cash and equivalents | 9,200 | (264) |
Cash and equivalents at beginning of period | 14,353 | 13,591 |
Cash and equivalents at end of period | 23,553 | 13,327 |
Non-cash financing activity: | ||
Liabilities assumed and notes payable issued to sellers of businesses acquired | $ 12,734 | $ 5,370 |
Basis of Presentation and Summa
Basis of Presentation and Summary | 9 Months Ended |
Sep. 30, 2015 | |
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 and nine month periods ended September 30, 2015 and 2014. In the opinion of management, the accompanying balance sheets and related interim statements of net income (loss), comprehensive income (loss), 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, contingent consideration accruals 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, 2014. |
New Accounting Standards
New Accounting Standards | 9 Months Ended |
Sep. 30, 2015 | |
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 (the “FASB”) 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 adopted this guidance as of January 1, 2015. The adoption of this guidance did not have a material impact on the Company’s financial position or results of operations. Revenue From Contracts With Customers . In May 2014, the FASB issued guidance to provide a single, comprehensive revenue recognition model for all contracts with customers. The revenue guidance contains principles that an entity will apply to determine the measurement of revenue and timing of when it is recognized. The underlying principle is that an entity will recognize revenue to depict the transfer of goods or services to customers at an amount that the entity expects to be entitled to in exchange for those goods or services. The standard will be effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017 for public entities, with early adoption permitted (but not earlier than the original effective date of the pronouncement). 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. Accounting for Share-Based Payment When the Terms of an Award Provide That a Performance Target Could Be Achieved After the Requisite Service Period . In June 2014, the FASB issued guidance that applies to all reporting entities that grant their employees share-based payments in which the terms of the award provide that a performance target that affects vesting could be achieved after the requisite service period. It requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition and follows existing accounting guidance for the treatment of performance conditions. The standard will be effective for annual periods and interim periods within those annual periods beginning after December 15, 2015, with early adoption permitted. 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. Presentation of Debt Issuance Costs . In April 2015, the FASB issued guidance which requires debt issuance costs (other than those paid to a lender) to be presented in the balance sheet as a direct deduction from the carrying value of the associated debt liability, consistent with the presentation of a debt discount. The standard does not affect the recognition and measurement of debt issuance costs. Therefore, the amortization of such costs should continue to be calculated using the interest method and be reported as interest expense. The FASB updated this guidance in August 2015 to clarify that fees paid to lenders to secure revolving lines of credit are not in the scope of the new guidance and will continue to be recorded as an asset on the balance sheet. The standard is effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early adoption is permitted for financial statements that have not been previously issued. The new guidance has been applied on a retrospective basis. The Company early adopted this guidance effective January 1, 2015. Accounting for Measurement-Period Adjustments . In September 2015, the FASB issued guidance that eliminates the requirement to restate prior period financial statements for measurement period adjustments. The new guidance requires that the cumulative impact of a measurement period adjustment (including the impact on prior periods) be recognized in the reporting period in which the adjustment is identified. This cumulative adjustment would be reflected within the respective financial statement line items affected. The new guidance does not change what constitutes a measurement period adjustment. The new standard should be applied prospectively to measurement period adjustments that occur after the effective date. The new standard is effective for interim and annual periods beginning after December 15, 2015, with early adoption permitted. |
Reclassification
Reclassification | 9 Months Ended |
Sep. 30, 2015 | |
Reclassification [Abstract] | |
Reclassification | 3. RECLASSIFICATION Certain amounts reported in the Company’s prior year financial statements have been reclassified to conform with the 2015 presentation. |
Landfill Accounting
Landfill Accounting | 9 Months Ended |
Sep. 30, 2015 | |
Landfill Accounting [Abstract] | |
Landfill Accounting | 4. LANDFILL ACCOUNTING At September 30, 2015, the Company owned or operated 42 municipal solid waste (“MSW”) landfills, nine exploration and production (“E&P”) waste landfills, which only accept E&P waste, and nine non-MSW landfills, which only accept construction and demolition, industrial and other non-putrescible waste. At September 30, 2015, the Company’s landfills consisted of 50 owned landfills, five 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 $1,665,295 at September 30, 2015. 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 the landfills 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 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 September 30, 2015, 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 33 years. As of September 30, 2015, the Company is seeking to expand permitted capacity at six 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 38 years, with lives ranging from approximately 2 to 184 years. During the nine months ended September 30, 2015 and 2014, the Company expensed $61,226 and $62,334 , respectively, or an average of $3.87 and $4.09 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 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 2015 and 2014 “layers” for final capping, closure and post-closure obligations was 4.75% and 5.75% , respectively, which reflects the Company’s long-term credit adjusted risk free rate as of the end of 2014 and 2013. The Company’s inflation rate assumption is 2.5% for the years ending December 31, 2015 and 2014. 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 nine months ended September 30, 2015 and 2014, the Company expensed $2,756 and $2,445 , respectively, or an average of $0.17 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, 2014 to September 30, 2015: Final capping, closure and post-closure liability at December 31, 2014 $ Adjustments to final capping, closure and post-closure liabilities Liabilities incurred Accretion expense associated with landfill obligations Closure payments Assumption of closure liabilities from acquisitions Final capping, closure and post-closure liability at September 30, 2015 $ The Company performs its annual review of its cost and capacity estimates in the first quarter of each year. At September 30, 2015, $39,511 of the Company’s restricted assets balance was for purposes of securing its performance of future final capping, closure and post-closure obligations. |
Goodwill and Intangible Assets,
Goodwill and Intangible Assets, Net | 9 Months Ended |
Sep. 30, 2015 | |
Goodwill and Intangible Assets, Net [Abstract] | |
Goodwill and Intangible Assets, Net | 5. GOODWILL AND INTANGIBLE ASSETS, NET The Company tests goodwill for impairment annually in the fourth quarter of the year and whenever events or changes in circumstances indicate the carrying value of goodwill and/or indefinite-lived intangible assets may not be recoverable. In the first step (“Step 1”) of testing for goodwill impairment, the Company estimates the fair value of each reporting unit, which consists of its three geographic operating segments and its E&P segment, and compares the fair value with the carrying value of the net assets assigned to each reporting unit. If the fair value of a reporting unit is greater than the carrying value of the net assets, including goodwill, assigned to the reporting unit, then no impairment results. If the fair value is less than its carrying value, then the Company would perform a second step and determine the fair value of the goodwill. In this second step (“Step 2”), the fair value of goodwill is determined by deducting the fair value of a reporting unit’s identifiable assets and liabilities from the fair value of the reporting unit as a whole, as if that reporting unit had just been acquired and the purchase price were being initially allocated. If the fair value of the goodwill is less than its carrying value for a reporting unit, an impairment charge is recorded to Impairments and other operating charges in the Condensed Consolidated Statements of Net Income (Loss). During the third quarter of 2015, the Company determined that sufficient indicators of potential impairment existed to require an interim goodwill and indefinite-lived intangible assets impairment analysis for its E&P segment as a result of the sustained decline in oil prices in the recent months, together with market expectations of a likely slow recovery in such prices. The Company, therefore, performed an interim Step 1 assessment of its E&P segment during the third quarter of 2015. The Step 1 assessment involved measuring the recoverability of goodwill by comparing the E&P segment’s carrying amount, including goodwill, to the fair value of the reporting unit. The fair value was estimated using an income approach employing a discounted cash flow (“DCF”) model. The DCF model incorporated projected cash flows over a forecast period based on the remaining estimated lives of the operating locations comprising the E&P segment. This was based on a number of key assumptions, including, but not limited to, a discount rate of 11.6 %, annual revenue projections based on E&P waste resulting from projected levels of oil and natural gas exploration and production activity during the forecast period, gross margins based on estimated operating expense requirements during the forecast period and estimated capital expenditures over the forecast period, all of which were classified as Level 3 in the fair value hierarchy. As a result of the Step 1 assessment, the Company determined that the E&P segment did not pass the Step 1 test because the carrying value exceeded the estimated fair value of the reporting unit. The Company then performed the Step 2 test to determine the fair value of goodwill for its E&P segment. Based on the Step 1 and Step 2 analyses, the Company recorded a goodwill impairment charge within its E&P segment of $ 411,786 during the three months ended September 30, 2015. Following the impairment charge, the Company’s E&P segment has a remaining balance in goodwill of $ 77,343 at September 30, 2015. Prior to conducting the first step of the goodwill impairment test for the E&P segment, the Company first evaluated the recoverability of its long-lived assets, including finite-lived intangible assets. When indicators of impairment are present, the Company tests long-lived assets for recoverability by comparing the carrying value of an asset group to its undiscounted cash flows. The Company considered the sustained decline in oil prices in the recent months, together with market expectations of a likely slow recovery in such prices, to be indicators of impairment for the E&P segment’s long-lived assets. Based on the result of the recoverability test, the Company determined that the carrying value of certain asset groups within the E&P segment exceeded their undiscounted cash flows and were therefore not recoverable. The Company then compared the fair value of these asset groups to their carrying values. The Company estimated the fair value of the asset groups under an income approach, as described above. Based on the analysis, the Company recorded an impairment charge to Impairments and other operating charges in the Condensed Consolidated Statements of Net Income (Loss) on certain long-lived assets within its E&P segment of $ 63,928 during the three months ended September 30, 2015. Following the impairment charge, the Company’s E&P segment has a remaining balance in property, plant and equipment of $ 931,180 at September 30, 2015. Additionally, the Company evaluated the recoverability of the E&P segment’s indefinite-lived intangible assets (other than goodwill) by comparing the estimated fair value of each indefinite-lived intangible as set to its carrying value. The C ompany estimated the fair value of the indefinite-lived intangible assets using an excess earnings approach. Based on the result of the recoverability test, the Company determined that the carrying value of certain indefinite-lived intangible assets within the E&P segment exceeded their fair value and were therefore not recoverable. The Company recorded an impairment charge to Impairments and other operating charges in the Condensed Consolidated Statements of Net Income (Loss) on certain indefinite-lived intangible assets within its E&P segment of $ 38,300 during the three months ended September 30, 2015. Following the impairment charge, the Company’s E&P segment has a remaining balance in indefinite-lived intangible assets of $ 21,555 at September 30, 2015. Intangible assets, exclusive of goodwill, consisted of the following at September 30, 2015: Gross Carrying Amount Accumulated Amortization Accumulated Impairment Loss Net Carrying Amount Finite-lived intangible assets: Long-term franchise agreements and contracts $ $ $ - $ Customer lists - Permits and non-competition agreements - - Indefinite-lived intangible assets: Solid waste collection and transportation permits - - Material recycling facility permits - - E&P facility permits - - Intangible assets, exclusive of goodwill $ $ $ $ The weighted-average amortization period of long-term franchise agreements and contracts acquired during the nine months ended September 30, 2015 was 9.8 years. The weighted-average amortization period of customer lists acquired during the nine months ended September 30, 2015 was 7.2 years. The weighted-average amortization period of finite-lived permits acquired during the nine months ended September 30, 2015 was 38.1 years. Intangible assets, exclusive of goodwill, consisted of the following at December 31, 2014: Gross Carrying Amount Accumulated Amortization Net Carrying Amount Finite-lived intangible assets: Long-term franchise agreements and contracts $ $ $ Customer lists Permits and non-competition agreements Indefinite-lived intangible assets: Solid waste collection and transportation permits - Material recycling facility permits - E&P facility permits - - Intangible assets, exclusive of goodwill $ $ $ Estimated future amortization expense for the next five years relating to finite-lived intangible assets is as follows: For the year ending December 31, 2015 $ For the year ending December 31, 2016 $ For the year ending December 31, 2017 $ For the year ending December 31, 2018 $ For the year ending December 31, 2019 $ |
Long-Term Debt
Long-Term Debt | 9 Months Ended |
Sep. 30, 2015 | |
Long-Term Debt [Abstract] | |
Long-Term Debt | 6. LONG-TERM DEBT Long-term debt consists of the following: September 30, 2015 December 31, 2014 Revolver under new credit agreement, bearing interest ranging from 1.37 % to 3.45 %* $ $ - Term loan under new credit agreement, bearing interest ranging from 1.37 % to 1.40% * - Revolver under prior credit agreement - Prior term loan agreement - 2015 Notes, bearing interest at 6.22 % 2016 Notes, bearing interest at 3.30% 2018 Notes, bearing interest at 4.00% 2019 Notes, bearing interest at 5.25 % 2021 Notes, bearing interest at 4.64% 2022 Notes, bearing interest at 3.09% - 2025 Notes, bearing interest at 3.41% - Tax-exempt bonds, bearing interest ranging from 0.05 % to 0.19 %* Notes payable to sellers and other third parties, bearing interest at 2.5 % to 10.9 %* Less – current portion Less – debt issuance costs $ $ ____________________ * Interest rates in the table above represent the range of interest rates incurred during the nine month period ended September 30, 2015. New Revolving Credit and Term Loan Agreement On January 26, 2015, the Company entered into a new revolving credit and term loan agreement (the “credit agreement”) with Bank of America, N.A., as Administrative Agent, and the other lenders from time to time party thereto (the “Lenders”), which refinanced and replaced the Company’s prior credit agreement and its prior term loan agreement. The credit agreement has a scheduled maturity date of January 24, 2020 . Pursuant to the credit agreement, the Lenders have committed to provide revolving advances up to an aggregate principal amount of $1,200,000 at any one time outstanding. The Lenders have also provided a term loan in an aggregate principal amount of $800,000 . The Company has the option to request increases in the aggregate commitments for revolving advances and one or more additional term loans, provided that the aggregate principal amount of commitments and term loans never exceeds $2,300,000 . For any such increase, the Company may ask one or more Lenders to increase their existing commitments or provide additional term loans and/or invite additional eligible lenders to become Lenders under the credit agreement. As part of the aggregate commitments under the facility, the credit agreement provides for letters of credit to be issued at the request of the Company in an aggregate amount not to exceed $250,000 and for swing line loans to be issued at the request of the Company in an aggregate amount not to exceed the lesser of $35,000 and the aggregate commitments. Interest accrues on advances, at the Company’s option, at a LIBOR rate or a base rate plus an applicable margin for each interest period. The issuing fees for all letters of credit are also based on an applicable margin. The applicable margin used in connection with interest rates and fees is based on the Company’s consolidated leverage ratio. The applicable margin for LIBOR rate loans and letter of credit fees ranges from 1.00% to 1.500% and the applicable margin for base rate loans and swing line loans ranges from 0.00% to 0.500% . The Company will also pay a fee based on its consolidated leverage ratio on the actual daily unused amount of the aggregate revolving commitments. The borrowings under the credit agreement are not collateralized. Proceeds of the borrowings under the credit agreement were used to refinance the prior credit agreement, which had a maturity of May 4, 2018 , and the prior term loan agreement, which had a maturity of October 25, 2017 , and will be used for general corporate purposes, including working capital, capital expenditures and permitted acquisitions. The credit agreement contains representations, warranties, covenants and events of default, including a change of control event of default and limitations on incurrence of indebtedness and liens, limitations on new lines of business, mergers, transactions with affiliates and restrictive agreements. The credit agreement also includes covenants limiting, as of the last day of each fiscal quarter, (a) the ratio of the consolidated funded debt as of such date to the Consolidated EBITDA (as defined in the credit agreement), measured for the preceding 12 months, to not more than 3.50x (or 3.75x during material acquisition periods, subject to certain limitations) and (b) the ratio of Consolidated EBIT (as defined in the credit agreement) to consolidated interest expense, in each case, measured for the preceding 12 months, to not less than 2.75x . During the continuance of an event of default, the Lenders may take a number of actions, including declaring the entire amount then outstanding under the credit agreement due and payable. Amendment No. 5 to Master Note Purchase Agreement The Company and certain accredited institutional investors are parties to a Master Note Purchase Agreement, dated July 15, 2008, as amended (the “Master Note Agreement”). On February 20, 2015, the Company entered into Amendment No. 5 to Master Note Purchase Agreement, which (i) increases the aggregate amount of permitted investments in other lines of business under the Master Note Agreement from $50,000 to $100,000 and (ii) increases the limit on certain restricted payments under the Master Note Agreement, including dividends and share repurchases, in any fiscal year from $200,000 to $300,000 (which limit applies whenever the leverage ratio exceeds 3.0 to 1.0). The Company’s 2015 Notes, 2016 Notes, 2018 Notes, 2019 Notes and 2021 Notes were issued under the Master Note Agreement. Third Supplement to Master Note Purchase Agreement On June 11, 2015, the Company and certain accredited institutional investors entered into a Third Supplement to Master Note Purchase Agreement (the “Third Supplement”), pursuant to which, on August 20, 2015, the Company issued and sold to the investors in a private placement $500,000 of senior unsecured notes at fixed interest rates with interest payable in arrears semi-annually on February 20 and August 20 beginning on February 20, 2016. The Third Supplement was entered into pursuant to the terms and conditions of the Master Note Agreement. The Company issued and sold the senior unsecured notes in two tranches: $125,000 of the senior unsecured notes will mature on August 20, 2022 with an annual interest rate of 3.09% (the “2022 Notes”); and $375,000 of the senior unsecured notes will mature on August 20, 2025 with an annual interest rate of 3.41% (the “2025 Notes”). The principal of the 2022 Notes and 2025 Notes is payable at the maturity of each respective note. The 2022 Notes and 2025 Notes are unsecured obligations and rank pari passu with the existing notes outstanding under the Master Note Agreement and the obligations under the credit agreement. The Company used the proceeds from the sale of the 2022 Notes and 2025 Notes to reduce borrowings under its credit facility and for general corporate purposes, including acquisitions. The 2022 Notes and 2025 Notes are subject to representations, warranties, covenants and events of default. Upon the occurrence of an event of default, payment of the 2022 Notes and 2025 Notes may be accelerated by the holders of the 2022 Notes and 2025 Notes. The 2022 Notes and 2025 Notes may also be prepaid by the Company at any time at par plus a make whole amount determined in respect of the remaining scheduled interest payments on the 2022 Notes and 2025 Notes, using a discount rate of the then current market standard for United States treasury bills plus 0.50% . In addition, the Company will be required to offer to prepay the 2022 Notes and 2025 Notes upon certain changes in control. The Company may issue additional series of senior unsecured notes pursuant to the terms and conditions of the Master Note Agreement, provided that the purchasers of the outstanding notes, including the 2022 Notes and 2025 Notes, shall not have any obligation to purchase any additional notes issued pursuant to the Master Note Agreement and the aggregate principal amount of the outstanding notes and any additional notes issued pursuant to the Master Note Agreement shall not exceed $1,250,000 . Following the issuance of the 2022 Notes and 2025 Notes, the Company had $1,100,000 of Notes outstanding under the Master Note Agreement. |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2015 | |
Acquisitions [Abstract] | |
Acquisitions | 7. ACQUISITIONS In January 2015, the Company acquired Shale Gas Services, LLC (“Shale Gas”), which owns two E&P waste stream treatment and recycling operations in Arkansas and Texas, for cash consideration of $41,000 and potential future contingent consideration. The contingent consideration would be paid to the former owners of Shale Gas based on the achievement of certain operating targets for the acquired operations, as specified in the membership purchase agreement, over a two -year period following the close of the acquisition. The Company used probability assessments of the expected future cash flows and determined that no liability for payment of future contingent consideration existed as of the acquisition close date. As of September 30, 2015, the assessment that no liability existed for payment of future contingent consideration has not changed. In March 2015, the Company acquired DNCS Properties, LLC (“DNCS”), which owns land and permits to construct and operate an E&P waste facility in the Permian Basin, for cash consideration of $30,000 and a long-term note issued to the former owners of DNCS with a fair value of $5,088 . The long-term note requires ten annual principal payments of $500 , followed by an additional ten annual principal payments of $250 , for total future cash payments of $7,500 . The fair value of the long-term note was determined by applying a discount rate of 4.75% to the payments over the 20 -year payment period. The Company also acquired 1 0 individually immaterial non-hazardous solid waste collection and disposal businesses during the nine months ended September 30, 2015. In March 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 a construction and demolition landfill, for aggregate total cash consideration of $27,020 and contingent consideration of $2,923 . 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% . As of September 30, 2015, the obligation recognized at the purchase date has not materially changed. Any changes in the fair value of the contingent consideration subsequent to the acquisition date will be charged or credited to expense until the contingency is settled. In September 2014, the Company acquired Rumsey Environmental, LLC (“Rumsey”), which provides solid waste collection services in western Alabama, for aggregate total cash consideration of $16,000 and contingent consideration of $1,891 . Contingent consideration represents the fair value of up to $2,000 of amounts payable to the former owners based on the achievement of certain operating targets specified in the asset purchase agreement. 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 obligation is expected to be settled, and applying a discount rate of 2.8% . As of September 30, 2015, the obligation recognized at the purchase date has not materially changed. Any changes in the fair value of the contingent consideration subsequent to the acquisition date will be charged or credited to expense until the contingency is settled . In October 2014, the Company acquired Section 18, LLC (“Section 18”), which provides E&P disposal services in North Dakota, for aggregate total cash consideration of $ 64,425 and contingent consideration of $ 37,724 . Contingent consideration represents the estimated fair value of amounts payable to the former owners based on approval of site construction permits for future facilities in North Dakota, Wyoming and Montana and the achievement of certain operating targets specified in the asset purchase agreement. The fair value of the contingent consideration was determined using probability assessments of the expected future cash flows over the one to four -year period in which the obligations are expected to be settled, and applying a discount rate of 5.2 %. During the third quarter of 2015, the Company remeasured the fair value of the contingent consideration and determined that the fair value of amounts payable associated with the achievement of certain operating targets decreased by $ 20,642 , which was credited to Impairments and other operating charges in the Condensed Consolidated Statements of Net Income (Loss). The change in the fair value of the contingent consideration was due to an expected decrease in earnings of the future facilities as a result of the sustained decline in oil prices subsequent to the closing date of the acquisition, together with market expectations of a likely slow recovery in such prices. The Company also acquired three individually immaterial non-hazardous solid waste collection, transfer and disposal businesses during the nine months ended September 30, 2014. During the nine months ended September 30, 2015 and 2014, the Company incurred $ 1,372 and $ 1,384 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 (Loss). |
Segment Reporting
Segment Reporting | 9 Months Ended |
Sep. 30, 2015 | |
Segment Reporting [Abstract] | |
Segment Reporting | 8. 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 Arkansas, 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 segment EBITDA. The Company defines segment EBITDA as earnings before interest, taxes, depreciation, amortization, impairments and other operating charges (gains) and other income (expense). Segment 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 segment 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 segment EBITDA to Income before income tax provision is included at the end of this Note 8. Summarized financial information concerning the Company’s reportable segments for the three and nine months ended September 30, 2015 and 2014, is shown in the following tables: Three Months Ended September 30, 2015 Revenue Intercompany Revenue (b) Reported Revenue Segment EBITDA (c) Western $ $ $ $ Central Eastern E&P Corporate (a) - - - $ $ $ $ Three Months Ended September 30, 2014 Revenue Intercompany Revenue (b) Reported Revenue Segment EBITDA (c) Western $ $ $ $ Central Eastern E&P Corporate (a) - - - $ $ $ $ Nine Months Ended September 30, 2015 Revenue Intercompany Revenue (b) Reported Revenue Segment EBITDA (c) Western $ $ $ $ Central Eastern E&P Corporate (a) - - - $ $ $ $ Nine Months Ended September 30, 2014 Revenue Intercompany Revenue (b) Reported Revenue Segment EBITDA (c) Western $ $ $ $ Central Eastern E&P Corporate (a) - - - $ $ $ $ ____________________ (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 segment 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. Total assets for each of the Company’s reportable segments at September 30, 2015 and December 31, 2014, were as follows: September 30, 2015 December 31, 2014 Western $ $ Central Eastern E&P Corporate Total Assets $ $ The following tables show changes in goodwill during the nine months ended September 30, 2015 and 2014, by reportable segment: Western Central Eastern E&P Total Balance as of December 31, 2014 $ $ $ $ $ Goodwill acquired Impairment loss - - - Balance as of September 30, 2015 $ $ $ $ $ Western Central Eastern E&P Total Balance as of December 31, 2013 $ $ $ $ $ Goodwill acquired - - Goodwill divested - - - Goodwill adjustments - - Balance as of September 30, 2014 $ $ $ $ $ A reconciliation of the Company’s primary measure of segment profitability (segment EBITDA) to Income before income tax provision in the Condensed Consolidated Statements of Net Income (Loss) is as follows: Three months ended September 30, Nine months ended September 30, 2015 2014 2015 2014 Western segment EBITDA $ $ $ $ Central segment EBITDA Eastern segment EBITDA E&P segment EBITDA Subtotal reportable segments Unallocated corporate overhead Depreciation Amortization of intangibles Impairments and other operating charges Interest expense Other income (expense), net Income (loss) before income tax provision $ $ $ $ The following tables reflect a breakdown of the Company’s revenue and inter-company eliminations for the periods indicated: Three months ended September 30, 2015 Revenue Intercompany Revenue Reported Revenue % of Reported Revenue Solid waste collection $ $ $ Solid waste disposal and transfer Solid waste recycling E&P waste treatment, recovery and disposal Intermodal and other - Total $ $ $ Three months ended September 30, 2014 Revenue Intercompany Revenue Reported Revenue % of Reported Revenue Solid waste collection $ $ $ Solid waste disposal and transfer Solid waste recycling E&P waste treatment, recovery and disposal Intermodal and other Total $ $ $ Nine months ended September 30, 2015 Revenue Intercompany Revenue Reported Revenue % of Reported Revenue Solid waste collection $ $ $ Solid waste disposal and transfer Solid waste recycling E&P waste treatment, recovery and disposal Intermodal and other - Total $ $ $ Nine months ended September 30, 2014 Revenue Intercompany Revenue Reported Revenue % of Reported Revenue Solid waste collection $ $ $ Solid waste disposal and transfer Solid waste recycling E&P waste treatment, recovery and disposal Intermodal and other Total $ $ $ |
Derivative Financial Instrument
Derivative Financial Instruments | 9 Months Ended |
Sep. 30, 2015 | |
Derivative Financial Instruments [Abstract] | |
Derivative Financial Instruments | 9. 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 prior credit agreement and credit agreement. The Company’s strategy to achieve that objective involves entering into interest rate swaps. The interest rate swaps outstanding at September 30, 2015 were specifically designated to the Company’s credit agreement and accounted for as cash flow hedges. At September 30, 2015, the Company’s derivative instruments included six interest rate swap agreements as follows: Date Entered Notional Amount Fixed Interest Rate Paid* Variable Interest Rate Received Effective Date Expiration Date December 2011 $ 1-month LIBOR February 2014 February 2017 April 2014 $ 1-month LIBOR July 2014 July 2019 May 2014 $ 1-month LIBOR October 2015 October 2020 May 2014 $ 1-month LIBOR October 2015 October 2020 May 2014 $ 1-month LIBOR October 2015 October 2020 May 2014 $ 1-month LIBOR October 2015 October 2020 ____________________ * 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 September 30, 2015, the Company’s derivative instruments included three fuel hedge agreements as follows: Date Entered Notional Amount (in gallons per month) Diesel Rate Paid Fixed (per gallon) Diesel Rate Received Variable Effective Date Expiration Date June 2012 300,000 $ DOE Diesel Fuel Index* January 2014 December 2015 May 2015 300,000 $ DOE Diesel Fuel Index* January 2016 December 2017 May 2015 200,000 $ DOE Diesel Fuel Index* January 2016 December 2017 ____________________ * 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 September 30, 2015, 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) $ Other long-term liabilities Fuel hedges - Accrued liabilities (b) Other long-term liabilities Total derivatives designated as cash flow hedges $ - $ ____________________ (a) Represents the estimated amount of the existing unrealized losses on interest rate swaps as of September 30, 2015 (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 losses on fuel hedges as of September 30, 2015 (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, 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 Other assets, net $ Accrued liabilities $ Other long-term liabilities Fuel hedges - Accrued liabilities Total derivatives designated as cash flow hedges $ $ The following table summarizes the impact of the Company’s cash flow hedges on the results of operations, comprehensive income (loss) and AOCL for the three and nine months ended September 30, 2015 and 2014: Derivatives Designated as Cash Flow Hedges Amount of Gain or (Loss) Recognized as AOCL on Derivatives, Net of Tax (Effective Portion) (a) Statement of Net Income (Loss) Classification Amount of (Gain) or Loss Reclassified from AOCL into Earnings, Net of Tax (Effective Portion) (b),(c) Three Months Ended September 30, Three Months Ended September 30, 2015 2014 2015 2014 Interest rate swaps $ $ Interest expense $ $ Fuel hedges Cost of operations Total $ $ $ $ Derivatives Designated as Cash Flow Hedges Amount of Gain or (Loss) Recognized as AOCL on Derivatives, Net of Tax (Effective Portion) (a) Statement of Net Income (Loss) Classification Amount of (Gain) or Loss Reclassified from AOCL into Earnings, Net of Tax (Effective Portion) (b),(c) Nine Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Interest rate swaps $ $ Interest expense $ $ Fuel hedges Cost of operations Total $ $ $ $ ___________________ (a) In accordance with the derivatives and hedging guidance, the effective portions of the changes in fair values of interest rate swaps and fuel hedges 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 hedges are 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 hedges are recognized when settlement payments or receipts occur related to the hedge contracts, which correspond to when the underlying fuel is consumed. The Company measures and records ineffectiveness on the fuel hedges in Cost of operations in the Condensed Consolidated Statements of Net Income (Loss) 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 contracts. There was no significant ineffectiveness recognized on the fuel hedges during the nine months ended September 30, 2015 and 2014. See Note 13 for further discussion on the impact of the Company’s hedge accounting to its consolidated comprehensive income (loss) and AOCL. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value [Abstract] | |
Fair Value of Financial Instruments | 10. 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 fuel hedges. As of September 30, 2015 and December 31, 2014, 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 September 30, 2015 and December 31, 2014, 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 September 30, 2015 and December 31, 2014, are as follows: Carrying Value at Fair Value* at September 30, 2015 December 31, 2014 September 30, 2015 December 31, 2014 6.22% Senior Notes due 2015 $ $ $ $ 3.30% Senior Notes due 2016 $ $ $ $ 4.00% Senior Notes due 2018 $ $ $ $ 5.25% Senior Notes due 2019 $ $ $ $ 4.64% Senior Notes due 2021 $ $ $ $ 3.09% Senior Notes due 2022 $ $ - $ $ - 3.41% Senior Notes due 2025 $ $ - $ $ - ______________________ * 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 hedges and restricted assets, refer to Note 12. |
Net Income Per Share Informatio
Net Income Per Share Information | 9 Months Ended |
Sep. 30, 2015 | |
Net Income Per Share Information [Abstract] | |
Net Income Per Share Information | 11. NET INCOME (LOSS) 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 (loss) per common share attributable to the Company’s common stockholders for the three and nine months ended September 30, 2015 and 2014: Three months ended September 30, Nine months ended September 30, 2015 2014 2015 2014 Numerator: Net income (loss) attributable to Waste Connections for basic and diluted earnings per share $ $ $ $ Denominator: Basic shares outstanding Dilutive effect of stock options and warrants - - Dilutive effect of restricted stock units - - Diluted shares outstanding |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value [Abstract] | |
Fair Value Measurements | 12. 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 pay-fixed, receive-variable diesel fuel hedges. 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 hedges. 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 contracts. The DOE index curve used in the DCF model was obtained from financial institutions that trade these contracts and ranged from $2.56 to $2.92 at September 30, 2015 and from $2.96 to $3.41 at December 31, 2014. The weighted average DOE index curve used in the DCF model was $2.76 and $3.04 at September 30, 2015 and December 31, 2014, 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 hedges, 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 similar 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 September 30, 2015 and December 31, 2014, were as follows: Fair Value Measurement at September 30, 2015 Using Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Interest rate swap derivative instruments – net liability position $ $ - $ $ - Fuel hedge derivative instruments – net liability position $ $ - $ - $ Restricted assets $ $ - $ $ - Contingent consideration $ $ - $ - $ Fair Value Measurement at December 31, 2014 Using Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Interest rate swap derivative instruments – net liability position $ $ - $ $ - Fuel hedge derivative instrument – net liability position $ $ - $ - $ Restricted assets $ $ - $ $ - Contingent consideration $ $ - $ - $ The following table summarizes the changes in the fair value for Level 3 derivatives for the nine months ended September 30, 2015 and 2014: Nine Months Ended September 30, 2015 2014 Beginning balance $ $ Realized losses (gains) included in earnings Unrealized losses included in AOCL Ending balance $ $ The following table summarizes the changes in the fair value for Level 3 liabilities related to contingent consideration for the nine months ended September 30, 2015 and 2014: Nine Months Ended September 30, 2015 2014 Beginning balance $ $ Contingent consideration recorded at acquisition date Payment of contingent consideration recorded at acquisition date Payment of contingent consideration recorded in earnings - Adjustments to contingent consideration Interest accretion expense Ending balance $ $ See Note 5 regarding non-recurring fair value measurements. |
Other Comprehensive Income (Los
Other Comprehensive Income (Loss) | 9 Months Ended |
Sep. 30, 2015 | |
Other Comprehensive Income (Loss) [Abstract] | |
Other Comprehensive Income (Loss) | 13. OTHER COMPREHENSIVE INCOME (LOSS) O ther comprehensive income (loss) includes changes in the fair value of interest rate swaps and fuel hedges that qualify for hedge accounting. The components of other comprehensive income (loss) and related tax effects for the three and nine month periods ended September 30, 2015 and 2014, are as follows: Three months ended September 30, 2015 Gross Tax effect Net of tax Interest rate swap amounts reclassified into interest expense $ $ $ Fuel hedge amounts reclassified into cost of operations Changes in fair value of interest rate swaps Changes in fair value of fuel hedges $ $ $ Three months ended September 30, 2014 Gross Tax effect Net of tax Interest rate swap amounts reclassified into interest expense $ $ $ Fuel hedge amounts reclassified into cost of operations Changes in fair value of interest rate swaps Changes in fair value of fuel hedges $ $ $ Nine months ended September 30, 2015 Gross Tax effect Net of tax Interest rate swap amounts reclassified into interest expense $ $ $ Fuel hedge amounts reclassified into cost of operations Changes in fair value of interest rate swaps Changes in fair value of fuel hedges $ $ $ Nine months ended September 30, 2014 Gross Tax effect Net of tax Interest rate swap amounts reclassified into interest expense $ $ $ Fuel hedge amounts reclassified into cost of operations Changes in fair value of interest rate swaps Changes in fair value of fuel hedges $ $ $ A rollforward of the amounts included in AOCL, net of taxes, for the nine months ended September 30, 2015 and 2014, is as follows: Fuel Hedges Interest Rate Swaps Accumulated Other Comprehensive Loss Balance at December 31, 2014 $ $ $ Amounts reclassified into earnings Changes in fair value Balance at September 30, 2015 $ $ $ Fuel Hedges Interest Rate Swaps Accumulated Other Comprehensive Loss Balance at December 31, 2013 $ $ $ Amounts reclassified into earnings Changes in fair value Balance at September 30, 2014 $ $ $ See Note 9 for further discussion on the Company’s derivative instruments. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2015 | |
Stockholders' Equity [Abstract] | |
Stockholders' Equity | 14. STOCKHOLDERS' EQUITY Stock-Based Compensation Restricted Stock Units A summary of activity related to restricted stock units (“RSUs”) during the nine month period ended September 30, 2015, is presented below: Unvested Shares Outstanding at December 31, 2014 Granted Forfeited Vested and Issued Vested and Unissued Outstanding at September 30, 2015 The weighted average grant-date fair value per share for the shares of common stock underlying the RSUs granted during the nine month period ended September 30, 2015 was $46.43 . Recipients of the Company’s RSUs who participate in the Company’s Nonqualified Deferred Compensation Plan may have elected in years prior to 2015 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 September 30, 2015 and 2014, the Company had 256,621 and 223,752 vested deferred RSUs outstanding, respectively. Performance-Based Restricted Stock Units A summary of activity related to performance-based restricted stock units (“PSUs”) during the nine month period ended September 30, 2015, is presented below: Unvested Shares Outstanding at December 31, 2014 Granted Outstanding at September 30, 2015 During the nine months ended September 30, 2015, the Compensation Committee granted PSUs to the Company’s executive officers with three -year performance-based metrics that the Company must meet before those awards may be earned, and the performance period for those grants ends on December 31, 2017 . During the same period, the Compensation Committee also granted PSUs to the Company’s executive officers and non-executive officers with a new one-year performance-based metric that the Company must meet before those awards may be earned, with the awards then subject to time-based vesting for the remaining three years of their four -year vesting period. The Compensation Committee will determine the achievement of performance results and corresponding vesting of PSUs for each performance period. The weighted average grant-date fair value per share for the shares of common stock underlying all PSUs granted during the nine month period ended September 30, 2015 was $46.47 . 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, 2017. 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 nine months ended September 30, 2015, the Company repurchased 1,962,989 shares of its common stock at an aggregate cost of $91,165 . As of September 30, 2015, the Company held 1,050,820 shares of treasury stock at a cost of $49,458 . These shares were retired in October 2015. During the nine months ended September 30, 2014, the Company did not repurchase any shares of its common stock. As of September 30, 2015, the remaining maximum dollar value of shares available for repurchase under the program was approximately $317,479 . 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 2014, the Company announced that its Board of Directors increased its regular quarterly cash dividend by $0.015 , from $0.115 to $0.13 per share. Cash dividends of $48,246 and $42,770 were paid during the nine months ended September 30, 2015 and 2014, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2015 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | 15. 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 September 30, 2015, 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. 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 February 2016. 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. Lower Duwamish Waterway Superfund Site Allocation Process The Company’s subsidiary, Northwest Container Services, Inc. (“NWCS”), has been named by the U.S. Environmental Protection Agency, Region 10 (the “EPA”), along with more than 100 others, as a potentially responsible party (“PRP”) under the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”) with respect to the Lower Duwamish Waterway Superfund Site (the “LDW Site”). Listed on the National Priorities List in 2001, the LDW Site is a five-mile stretch of the Duwamish River flowing into Elliott Bay in Seattle, Washington. A group of PRPs known as the Lower Duwamish Working Group or the “LDWG” and consisting of the City of Seattle, King County, the Port of Seattle, and Boeing Company conducted a Remedial Investigation/Feasibility Study for the LDW Site. On December 2, 2014, the EPA issued its Record of Decision (“ROD”) describing the selected cleanup remedy. The EPA estimates the total cleanup costs (in present value dollars) at $342,000 , and estimates that it will take seven years to implement the cleanup; the ROD also requires another ten years of monitoring following the cleanup, and provides that if the cleanup goals have not been met by the end of this period, then additional cleanup activities may be required at that time. Implementation of the cleanup will not begin until after the ongoing Early Action Area (“EAA”) cleanups have been completed, which was estimated to be in mid-2015. While three of the EAA cleanups have been completed to date, significant work remains to be done on three other EAAs and the EPA has not issued any updated estimates regarding their completion. Implementation of the cleanup also must await additional baseline sampling throughout the LDW Site and the preparation of a remedial design for performing the cleanup. On September 30, 2015, the EPA formally initiated negotiations with the LDWG to amend the LDWG’s existing Administrative Order on Consent with the EPA (the “LDWG AOC”) to require the LDWG to perform the additional baseline sediment sampling and certain technical studies needed to prepare the actual remedial design. The EPA calls this work “Phase 1 of the Remedial Design,” and the EPA’s proposed statement of work for it indicates that it likely will be costly and take at least two years to complete, or into 2018. These negotiations between the EPA and the LDWG have only just begun. In its letter to the LDWG the EPA proposed that the LDWG meet with it on November 10, 2015 to negotiate the EPA’s proposed amendment to the LDWG AOC. The EPA also indicated that it would be open to having other PRPs participate in performing the work. To date the LDWG has not indicated if it will perform the work requested by the EPA and/or if it will seek to have other PRPs, including possibly NWCS, participate as well. In addition, in its letter to the LDWG the EPA indicated that in 2018 it plans to negotiate with all of the PRPs a “global settlement” to cover performance of the remainder of the remedial design not covered by the proposed amendment to the LDWG AOC and the cleanup itself. In August 2014, NWCS entered into an Alternative Dispute Resolution Memorandum of Agreement with several dozen other PRPs and a neutral allocator to conduct a non-binding allocation of certain past response costs allegedly incurred at the LDW Site as well as the anticipated future response costs associated with the cleanup. The allocation process is designed to develop evidence relating to each PRP’s nexus, if any, to the LDW Site (whether or not that PRP is participating in the allocation process), for the allocator to hear arguments as to how each PRP’s nexus affects the allocation of response costs, and to determine each PRP’s share of the past and future response costs. The goal of the allocation process is to reach agreement on a division of responsibility between and amongst the PRPs so that the PRPs will then be in a position to negotiate a global settlement with the EPA. NWCS is defending itself vigorously in this confidential allocation process and does not anticipate being allocated a material share of responsibility for the response costs. The allocation process is currently scheduled to be completed in early 2019 with the goal thereafter of negotiating cleanup implementation and cash-out settlement agreements between and amongst the PRPs and the EPA. At this point the Company is not able to determine the likelihood of the allocation process being completed as intended by the participating PRPs nor the likelihood of the parties then negotiating a global settlement with the EPA, and thus cannot determine the likelihood of any outcome in this matter. Chiquita Canyon Landfill Expansion Complaint The Company’s subsidiary, Chiquita Canyon, LLC (“CCL”), is in the process of seeking approval to expand the lateral footprint and vertical height of its Chiquita Canyon Landfill in California. In response to its published draft environmental impact report (“EIR”) regarding the proposed expansion, on June 8, 2015 two individuals and two organizations filed an administrative complaint with the California Environmental Protection Agency, the California Department of Resources Recycling and Recovery and the California Air Resources Board against the County of Los Angeles, alleging that the county has committed racial discrimination under California law through its permitting policies and practices. Among other things, the complaint alleges that the County of Los Angeles failed to provide equal opportunities for residents of all races to participate in the draft EIR process. The complaint seeks, among other things, a suspension of the draft EIR, the institution of hearings regarding the draft EIR that follow specified procedures and the implementation of certain surveys, notices and other hearings. CCL is not a party to this complaint, although CCL may participate in any hearing on the complaint if the agencies elect to schedule such a hearing. At this point the Company is not able to determine the likelihood of any outcome in this matter, including whether it may result in a delay of the permitting process for the proposed expansion of CCL’s facility. |
Subsequent Event
Subsequent Event | 9 Months Ended |
Sep. 30, 2015 | |
Subsequent Event [Abstract] | |
Subsequent Event | 16. SUBSEQUENT EVENT S On October 1, 2015, the Company redeemed the $175,000 principal of its 2015 Notes using borrowings under its credit agreement. On October 26, 2015 , the Company announced that its Board of Directors increased its regular quarterly cash dividend by $0.015 , from $0.13 to $0.145 per share, and then declared a regular quarterly cash dividend of $0.145 per share on the Company’s common stock. The dividend will be paid on November 23, 2015 , to stockholders of record on the close of business on November 9, 2015 . On November 3, 2015, the Company completed the acquisition of Rock River Environmental Services, Inc., an integrated provider of solid waste collection, recycling, transfer and disposal services. The acquired operations service 19 counties in central and northern Illinois and include five collection operations, two landfills, one compost facility, one transfer station and one recycling facility. The Company paid cash consideration of $ 225,000 for this acquisition, using proceeds from borrowings under its credit agreement. The Company also paid an additional amount for the purchase of estimated working capital, which is subject to post-closing adjustments. The Company has not yet completed its initial purchase price allocation. |
Landfill Accounting (Tables)
Landfill Accounting (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
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, 2014 to September 30, 2015: Final capping, closure and post-closure liability at December 31, 2014 $ Adjustments to final capping, closure and post-closure liabilities Liabilities incurred Accretion expense associated with landfill obligations Closure payments Assumption of closure liabilities from acquisitions Final capping, closure and post-closure liability at September 30, 2015 $ |
Goodwill and Intangible Asset25
Goodwill and Intangible Assets, Net (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Goodwill and Intangible Assets, Net [Abstract] | |
Intangible Assets Exclusive of Goodwill | Intangible assets, exclusive of goodwill, consisted of the following at September 30, 2015: Gross Carrying Amount Accumulated Amortization Accumulated Impairment Loss Net Carrying Amount Finite-lived intangible assets: Long-term franchise agreements and contracts $ $ $ - $ Customer lists - Permits and non-competition agreements - - Indefinite-lived intangible assets: Solid waste collection and transportation permits - - Material recycling facility permits - - E&P facility permits - - Intangible assets, exclusive of goodwill $ $ $ $ Intangible assets, exclusive of goodwill, consisted of the following at December 31, 2014: Gross Carrying Amount Accumulated Amortization Net Carrying Amount Finite-lived intangible assets: Long-term franchise agreements and contracts $ $ $ Customer lists Permits and non-competition agreements Indefinite-lived intangible assets: Solid waste collection and transportation permits - Material recycling facility permits - E&P facility permits - - Intangible assets, exclusive of goodwill $ $ $ |
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, 2015 $ For the year ending December 31, 2016 $ For the year ending December 31, 2017 $ For the year ending December 31, 2018 $ For the year ending December 31, 2019 $ |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Long-Term Debt [Abstract] | |
Long-Term Debt | Long-term debt consists of the following: September 30, 2015 December 31, 2014 Revolver under new credit agreement, bearing interest ranging from 1.37 % to 3.45 %* $ $ - Term loan under new credit agreement, bearing interest ranging from 1.37 % to 1.40% * - Revolver under prior credit agreement - Prior term loan agreement - 2015 Notes, bearing interest at 6.22 % 2016 Notes, bearing interest at 3.30% 2018 Notes, bearing interest at 4.00% 2019 Notes, bearing interest at 5.25 % 2021 Notes, bearing interest at 4.64% 2022 Notes, bearing interest at 3.09% - 2025 Notes, bearing interest at 3.41% - Tax-exempt bonds, bearing interest ranging from 0.05 % to 0.19 %* Notes payable to sellers and other third parties, bearing interest at 2.5 % to 10.9 %* Less – current portion Less – debt issuance costs $ $ ____________________ * Interest rates in the table above represent the range of interest rates incurred during the nine month period ended September 30, 2015. |
Segment Reporting (Tables)
Segment Reporting (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Segment Reporting [Abstract] | |
Summary of Financial Information Concerning Company's Reportable Segments | Summarized financial information concerning the Company’s reportable segments for the three and nine months ended September 30, 2015 and 2014, is shown in the following tables: Three Months Ended September 30, 2015 Revenue Intercompany Revenue (b) Reported Revenue Segment EBITDA (c) Western $ $ $ $ Central Eastern E&P Corporate (a) - - - $ $ $ $ Three Months Ended September 30, 2014 Revenue Intercompany Revenue (b) Reported Revenue Segment EBITDA (c) Western $ $ $ $ Central Eastern E&P Corporate (a) - - - $ $ $ $ Nine Months Ended September 30, 2015 Revenue Intercompany Revenue (b) Reported Revenue Segment EBITDA (c) Western $ $ $ $ Central Eastern E&P Corporate (a) - - - $ $ $ $ Nine Months Ended September 30, 2014 Revenue Intercompany Revenue (b) Reported Revenue Segment EBITDA (c) Western $ $ $ $ Central Eastern E&P Corporate (a) - - - $ $ $ $ ____________________ (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 segment 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. |
Schedule of Total Assets for Reportable Segments | Total assets for each of the Company’s reportable segments at September 30, 2015 and December 31, 2014, were as follows: September 30, 2015 December 31, 2014 Western $ $ Central Eastern E&P Corporate Total Assets $ $ |
Changes in Goodwill by Reportable Segment | The following tables show changes in goodwill during the nine months ended September 30, 2015 and 2014, by reportable segment: Western Central Eastern E&P Total Balance as of December 31, 2014 $ $ $ $ $ Goodwill acquired Impairment loss - - - Balance as of September 30, 2015 $ $ $ $ $ Western Central Eastern E&P Total Balance as of December 31, 2013 $ $ $ $ $ Goodwill acquired - - Goodwill divested - - - Goodwill adjustments - - Balance as of September 30, 2014 $ $ $ $ $ |
Reconciliation of Primary Measure of Segment Profitability to Income before Income Tax Provision | A reconciliation of the Company’s primary measure of segment profitability (segment EBITDA) to Income before income tax provision in the Condensed Consolidated Statements of Net Income (Loss) is as follows: Three months ended September 30, Nine months ended September 30, 2015 2014 2015 2014 Western segment EBITDA $ $ $ $ Central segment EBITDA Eastern segment EBITDA E&P segment EBITDA Subtotal reportable segments Unallocated corporate overhead Depreciation Amortization of intangibles Impairments and other operating charges Interest expense Other income (expense), net Income (loss) before income tax provision $ $ $ $ |
Total Reported Revenues by Service Line | The following tables reflect a breakdown of the Company’s revenue and inter-company eliminations for the periods indicated: Three months ended September 30, 2015 Revenue Intercompany Revenue Reported Revenue % of Reported Revenue Solid waste collection $ $ $ Solid waste disposal and transfer Solid waste recycling E&P waste treatment, recovery and disposal Intermodal and other - Total $ $ $ Three months ended September 30, 2014 Revenue Intercompany Revenue Reported Revenue % of Reported Revenue Solid waste collection $ $ $ Solid waste disposal and transfer Solid waste recycling E&P waste treatment, recovery and disposal Intermodal and other Total $ $ $ Nine months ended September 30, 2015 Revenue Intercompany Revenue Reported Revenue % of Reported Revenue Solid waste collection $ $ $ Solid waste disposal and transfer Solid waste recycling E&P waste treatment, recovery and disposal Intermodal and other - Total $ $ $ Nine months ended September 30, 2014 Revenue Intercompany Revenue Reported Revenue % of Reported Revenue Solid waste collection $ $ $ Solid waste disposal and transfer Solid waste recycling E&P waste treatment, recovery and disposal Intermodal and other Total $ $ $ |
Derivative Financial Instrume28
Derivative Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value of Derivative Instrument Designated as Cash Flow Hedges | The fair values of derivative instruments designated as cash flow hedges as of September 30, 2015, 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) $ Other long-term liabilities Fuel hedges - Accrued liabilities (b) Other long-term liabilities Total derivatives designated as cash flow hedges $ - $ ____________________ (a) Represents the estimated amount of the existing unrealized losses on interest rate swaps as of September 30, 2015 (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 losses on fuel hedges as of September 30, 2015 (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, 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 Other assets, net $ Accrued liabilities $ Other long-term liabilities Fuel hedges - Accrued liabilities Total derivatives designated as cash flow hedges $ $ |
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 (loss) and AOCL for the three and nine months ended September 30, 2015 and 2014: Derivatives Designated as Cash Flow Hedges Amount of Gain or (Loss) Recognized as AOCL on Derivatives, Net of Tax (Effective Portion) (a) Statement of Net Income (Loss) Classification Amount of (Gain) or Loss Reclassified from AOCL into Earnings, Net of Tax (Effective Portion) (b),(c) Three Months Ended September 30, Three Months Ended September 30, 2015 2014 2015 2014 Interest rate swaps $ $ Interest expense $ $ Fuel hedges Cost of operations Total $ $ $ $ Derivatives Designated as Cash Flow Hedges Amount of Gain or (Loss) Recognized as AOCL on Derivatives, Net of Tax (Effective Portion) (a) Statement of Net Income (Loss) Classification Amount of (Gain) or Loss Reclassified from AOCL into Earnings, Net of Tax (Effective Portion) (b),(c) Nine Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Interest rate swaps $ $ Interest expense $ $ Fuel hedges Cost of operations Total $ $ $ $ ___________________ (a) In accordance with the derivatives and hedging guidance, the effective portions of the changes in fair values of interest rate swaps and fuel hedges 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 hedges are 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 hedges are recognized when settlement payments or receipts occur related to the hedge contracts, which correspond to when the underlying fuel is consumed. |
Interest Rate Swap [Member] | |
Company's Derivative Instruments | At September 30, 2015, the Company’s derivative instruments included six interest rate swap agreements as follows: Date Entered Notional Amount Fixed Interest Rate Paid* Variable Interest Rate Received Effective Date Expiration Date December 2011 $ 1-month LIBOR February 2014 February 2017 April 2014 $ 1-month LIBOR July 2014 July 2019 May 2014 $ 1-month LIBOR October 2015 October 2020 May 2014 $ 1-month LIBOR October 2015 October 2020 May 2014 $ 1-month LIBOR October 2015 October 2020 May 2014 $ 1-month LIBOR October 2015 October 2020 ____________________ * Plus applicable margin. |
Fuel [Member] | Commodity Contract [Member] | |
Company's Derivative Instruments | At September 30, 2015, the Company’s derivative instruments included three fuel hedge agreements as follows: Date Entered Notional Amount (in gallons per month) Diesel Rate Paid Fixed (per gallon) Diesel Rate Received Variable Effective Date Expiration Date June 2012 300,000 $ DOE Diesel Fuel Index* January 2014 December 2015 May 2015 300,000 $ DOE Diesel Fuel Index* January 2016 December 2017 May 2015 200,000 $ DOE Diesel Fuel Index* January 2016 December 2017 ____________________ * 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 Instr29
Fair Value of Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
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 September 30, 2015 and December 31, 2014, are as follows: Carrying Value at Fair Value* at September 30, 2015 December 31, 2014 September 30, 2015 December 31, 2014 6.22% Senior Notes due 2015 $ $ $ $ 3.30% Senior Notes due 2016 $ $ $ $ 4.00% Senior Notes due 2018 $ $ $ $ 5.25% Senior Notes due 2019 $ $ $ $ 4.64% Senior Notes due 2021 $ $ $ $ 3.09% Senior Notes due 2022 $ $ - $ $ - 3.41% Senior Notes due 2025 $ $ - $ $ - ______________________ * 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 Informat30
Net Income Per Share Information (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
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 (loss) per common share attributable to the Company’s common stockholders for the three and nine months ended September 30, 2015 and 2014: Three months ended September 30, Nine months ended September 30, 2015 2014 2015 2014 Numerator: Net income (loss) attributable to Waste Connections for basic and diluted earnings per share $ $ $ $ Denominator: Basic shares outstanding Dilutive effect of stock options and warrants - - Dilutive effect of restricted stock units - - Diluted shares outstanding |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
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 September 30, 2015 and December 31, 2014, were as follows: Fair Value Measurement at September 30, 2015 Using Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Interest rate swap derivative instruments – net liability position $ $ - $ $ - Fuel hedge derivative instruments – net liability position $ $ - $ - $ Restricted assets $ $ - $ $ - Contingent consideration $ $ - $ - $ Fair Value Measurement at December 31, 2014 Using Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Interest rate swap derivative instruments – net liability position $ $ - $ $ - Fuel hedge derivative instrument – net liability position $ $ - $ - $ Restricted assets $ $ - $ $ - Contingent consideration $ $ - $ - $ |
Change in Fair Value for Level 3 Derivatives | The following table summarizes the changes in the fair value for Level 3 derivatives for the nine months ended September 30, 2015 and 2014: Nine Months Ended September 30, 2015 2014 Beginning balance $ $ Realized losses (gains) included in earnings Unrealized losses included in AOCL Ending balance $ $ |
Fair Value for Level 3 Liabilities | The following table summarizes the changes in the fair value for Level 3 liabilities related to contingent consideration for the nine months ended September 30, 2015 and 2014: Nine Months Ended September 30, 2015 2014 Beginning balance $ $ Contingent consideration recorded at acquisition date Payment of contingent consideration recorded at acquisition date Payment of contingent consideration recorded in earnings - Adjustments to contingent consideration Interest accretion expense Ending balance $ $ |
Other Comprehensive Income (L32
Other Comprehensive Income (Loss) (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Other Comprehensive Income (Loss) [Abstract] | |
Components of Other Comprehensive Income (Loss) | The components of other comprehensive income (loss) and related tax effects for the three and nine month periods ended September 30, 2015 and 2014, are as follows: Three months ended September 30, 2015 Gross Tax effect Net of tax Interest rate swap amounts reclassified into interest expense $ $ $ Fuel hedge amounts reclassified into cost of operations Changes in fair value of interest rate swaps Changes in fair value of fuel hedges $ $ $ Three months ended September 30, 2014 Gross Tax effect Net of tax Interest rate swap amounts reclassified into interest expense $ $ $ Fuel hedge amounts reclassified into cost of operations Changes in fair value of interest rate swaps Changes in fair value of fuel hedges $ $ $ Nine months ended September 30, 2015 Gross Tax effect Net of tax Interest rate swap amounts reclassified into interest expense $ $ $ Fuel hedge amounts reclassified into cost of operations Changes in fair value of interest rate swaps Changes in fair value of fuel hedges $ $ $ Nine months ended September 30, 2014 Gross Tax effect Net of tax Interest rate swap amounts reclassified into interest expense $ $ $ Fuel hedge amounts reclassified into cost of operations Changes in fair value of interest rate swaps Changes in fair value of fuel hedges $ $ $ |
Amounts Included in Accumulated Other Comprehensive Loss | A rollforward of the amounts included in AOCL, net of taxes, for the nine months ended September 30, 2015 and 2014, is as follows: Fuel Hedges Interest Rate Swaps Accumulated Other Comprehensive Loss Balance at December 31, 2014 $ $ $ Amounts reclassified into earnings Changes in fair value Balance at September 30, 2015 $ $ $ Fuel Hedges Interest Rate Swaps Accumulated Other Comprehensive Loss Balance at December 31, 2013 $ $ $ Amounts reclassified into earnings Changes in fair value Balance at September 30, 2014 $ $ $ |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Restricted Stock Units (RSUs) [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Summary of Activity Related to Restricted Stock Units | A summary of activity related to restricted stock units (“RSUs”) during the nine month period ended September 30, 2015, is presented below: Unvested Shares Outstanding at December 31, 2014 Granted Forfeited Vested and Issued Vested and Unissued Outstanding at September 30, 2015 |
Performance Shares [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Summary of Performance-Based Restricted Stock Units Activity and Related Information | A summary of activity related to performance-based restricted stock units (“PSUs”) during the nine month period ended September 30, 2015, is presented below: Unvested Shares Outstanding at December 31, 2014 Granted Outstanding at September 30, 2015 |
Landfill Accounting (Narrative)
Landfill Accounting (Narrative) (Details) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2015USD ($)site$ / T | Sep. 30, 2014USD ($)$ / T | Dec. 31, 2014USD ($) | |
Landfill Accounting [Line Items] | |||
Number of municipal solid waste landfills owned or operated by company | 42 | ||
Number of owned landfills that only accept exploration and production waste | 9 | ||
Number of owned landfills that only accept construction and demolition, industrial and other non-putrescible waste | 9 | ||
Number of landfills owned and operated by company | 50 | ||
Number of landfills operated, not owned, under life of site operating agreements | 5 | ||
Number of landfills operated under limited-term operating agreements | 5 | ||
Property and equipment, net | $ | $ 2,555,254 | $ 2,594,205 | |
Average remaining landfill life based on permitted capacity and projected annual disposal volumes | 33 years | ||
Number of owned landfills the company is seeking to expand | 6 | ||
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 | 38 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 | 184 years | ||
Landfill depletion expense | $ | $ 61,226 | $ 62,334 | |
Average rate per ton consumed related to landfill depletion at owned landfills and landfills operated under life of site agreements | $ / T | 3.87 | 4.09 | |
Discount rate for purposes of computing layers for final capping, closure and post-closure obligations | 4.75% | 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 | $ | $ 2,756 | $ 2,445 | |
Average rate per ton consumed related to final capping, closure and post-closure landfill accretion expense | $ / T | 0.17 | 0.16 | |
Restricted asset balance for purposes of securing our performance of future final capping, closure and post-closure obligations | $ | $ 39,511 | ||
Landfill [Member] | |||
Landfill Accounting [Line Items] | |||
Property and equipment, net | $ | $ 1,665,295 |
Landfill Accounting (Reconcilia
Landfill Accounting (Reconciliation of Final Capping, Closure and Post-Closure Liability Balance) (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Landfill Accounting [Abstract] | ||
Final capping, closure and post-closure liability at the beginning of the period | $ 61,500 | |
Adjustments to final capping, closure and post-closure liabilities | (37) | |
Liabilities incurred | 3,325 | |
Accretion expense associated with landfill obligations | 2,756 | $ 2,445 |
Closure payments | (66) | |
Assumption of closure liabilities from acquisitions | 1,061 | |
Final capping, closure and post-closure liability at the end of the period | $ 68,539 |
Goodwill and Intangible Asset36
Goodwill and Intangible Assets, Net (Narrative) (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | |
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Goodwill impairment charge | $ 411,786 | ||||
Goodwill | $ 1,319,970 | 1,319,970 | $ 1,693,789 | $ 1,687,915 | $ 1,675,154 |
Property and equipment, net | 2,555,254 | 2,555,254 | 2,594,205 | ||
Indefinite-lived intangible assets | $ 216,599 | $ 216,599 | 253,643 | ||
Long-term Franchise Agreements and Contracts [Member] | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Weighted average amortization period of acquired intangible assets | 9 years 9 months 28 days | ||||
Customer Lists [Member] | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Weighted average amortization period of acquired intangible assets | 7 years 2 months 28 days | ||||
Permits and Non-Competition Agreements [Member] | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Weighted average amortization period of acquired intangible assets | 38 years 1 month 10 days | ||||
Exploration and Production [Member] | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Fair value discount rate | 11.60% | ||||
Goodwill impairment charge | $ 411,786 | $ 411,786 | |||
Goodwill | 77,343 | 77,343 | 468,070 | $ 462,615 | $ 462,615 |
Property and equipment, net | 931,180 | 931,180 | |||
Impairments on long-lived assets | 63,928 | ||||
Impairment charges on indefinite-lived intangible assets | 38,300 | ||||
Exploration and Production Facility Permits [Member] | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Indefinite-lived intangible assets | $ 21,555 | $ 21,555 | $ 59,855 |
Goodwill and Intangible Asset37
Goodwill and Intangible Assets, Net (Intangible Assets Exclusive of Goodwill) (Detail) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, gross carrying amount | $ 443,263 | $ 398,508 |
Intangible assets, exclusive of goodwill, gross | 698,162 | 652,151 |
Finite-lived intangible assets, accumulated amortization | (163,453) | (142,156) |
Intangible assets, accumulated impairment | (38,300) | |
Finite-lived intangible assets, net carrying amount | 279,810 | 256,352 |
Intangible assets, net, exclusive of goodwill | 496,409 | 509,995 |
Indefinite-lived intangible assets, gross carrying amount | 254,899 | 253,643 |
Indefinite-lived intangible assets | 216,599 | 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 | 152,761 | 151,505 |
Indefinite-lived intangible assets | 152,761 | 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] | ||
Intangible assets, accumulated impairment | (38,300) | |
Indefinite-lived intangible assets, gross carrying amount | 59,855 | 59,855 |
Indefinite-lived intangible assets | 21,555 | 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 | 199,290 | 195,676 |
Finite-lived intangible assets, accumulated amortization | (58,299) | (52,448) |
Finite-lived intangible assets, net carrying amount | 140,991 | 143,228 |
Customer Lists [Member] | ||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, gross carrying amount | 165,533 | 161,463 |
Finite-lived intangible assets, accumulated amortization | (92,076) | (77,931) |
Finite-lived intangible assets, net carrying amount | 73,457 | 83,532 |
Permits and Non-Competition Agreements [Member] | ||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, gross carrying amount | 78,440 | 41,369 |
Finite-lived intangible assets, accumulated amortization | (13,078) | (11,777) |
Finite-lived intangible assets, net carrying amount | $ 65,362 | $ 29,592 |
Goodwill and Intangible Asset38
Goodwill and Intangible Assets, Net (Estimated Future Amortization Expense of Amortizable Intangible Assets) (Detail) $ in Thousands | Sep. 30, 2015USD ($) |
Goodwill and Intangible Assets, Net [Abstract] | |
For the year ending December 31, 2015 | $ 28,658 |
For the year ending December 31, 2016 | 25,152 |
For the year ending December 31, 2017 | 23,099 |
For the year ending December 31, 2018 | 22,179 |
For the year ending December 31, 2019 | $ 17,591 |
Long-Term Debt (Narrative) (Det
Long-Term Debt (Narrative) (Detail) | Oct. 01, 2015USD ($) | Feb. 20, 2015USD ($) | Sep. 30, 2015USD ($)agreement | Sep. 30, 2015USD ($)agreement | Sep. 30, 2014USD ($) | Aug. 20, 2015USD ($) | Feb. 19, 2015USD ($) | Dec. 31, 2014USD ($) | |
Debt Instrument [Line Items] | |||||||||
Long term debt | $ 1,958,716,000 | $ 1,958,716,000 | $ 1,979,565,000 | ||||||
Debt issuance costs | 6,651,000 | $ 125,000 | |||||||
Subsequent Event [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Redeemed aggregate principal amount of notes | $ 175,000,000 | ||||||||
Credit Agreement [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Credit facility | 1,200,000,000 | $ 1,200,000,000 | |||||||
Maturity date | Jan. 24, 2020 | ||||||||
Master Note Purchase Agreement [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Maximum limit on certain restricted payments, including dividends and share repurchases | $ 300,000,000 | $ 200,000,000 | |||||||
Maximum limit of aggregate principal amount of notes outstanding | $ 1,250,000,000 | $ 1,250,000,000 | |||||||
Maximum limit of aggregate amount of permitted investments in other lines of business | $ 100,000,000 | $ 50,000,000 | |||||||
Third Supplement to Master Note Purchase Agreement [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Aggregate principal amount | $ 500,000,000 | ||||||||
Number of notes tranches | agreement | 2 | 2 | |||||||
Minimum [Member] | Credit Agreement [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Required interest coverage ratio | 2.75 | ||||||||
Minimum [Member] | Credit Agreement [Member] | Base Rate [Member] | Swing Line Loans [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Margin rate for loans | 0.00% | ||||||||
Minimum [Member] | Credit Agreement [Member] | LIBOR [Member] | Letter of Credit [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Margin rate for loans | 1.00% | ||||||||
Maximum [Member] | Credit Agreement [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Reguired leverage ratio during material acquisition period | 3.75 | ||||||||
Required leverage ratio | 3.50 | ||||||||
Revolving credit term loan maximum borrowing capacity | $ 2,300,000,000 | $ 2,300,000,000 | |||||||
Maximum [Member] | Credit Agreement [Member] | Letter of Credit [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Revolving credit term loan maximum borrowing capacity | 250,000,000 | 250,000,000 | |||||||
Maximum [Member] | Credit Agreement [Member] | Swing Line Loans [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Revolving credit term loan maximum borrowing capacity | 35,000,000 | $ 35,000,000 | |||||||
Maximum [Member] | Credit Agreement [Member] | Base Rate [Member] | Swing Line Loans [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Margin rate for loans | 0.50% | ||||||||
Maximum [Member] | Credit Agreement [Member] | LIBOR [Member] | Letter of Credit [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Margin rate for loans | 1.50% | ||||||||
Maximum [Member] | Master Note Purchase Agreement [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Required leverage ratio | 3 | ||||||||
Revolver Under Prior Credit Agreement [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Long term debt | 680,000,000 | ||||||||
Maturity date | May 4, 2018 | ||||||||
Term Loan Facility [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Long term debt | 660,000,000 | ||||||||
Maturity date | Oct. 25, 2017 | ||||||||
Term Loan Facility [Member] | Credit Agreement [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Long term debt | [1] | 800,000,000 | $ 800,000,000 | ||||||
Aggregate principal amount | 800,000,000 | 800,000,000 | |||||||
Senior Notes due 2015 [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Long term debt | $ 175,000,000 | $ 175,000,000 | $ 175,000,000 | ||||||
Interest rate | 6.22% | 6.22% | 6.22% | ||||||
Senior Notes due 2019 [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Long term debt | $ 175,000,000 | $ 175,000,000 | $ 175,000,000 | ||||||
Interest rate | 5.25% | 5.25% | 5.25% | ||||||
Senior Notes due 2016 [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Long term debt | $ 100,000,000 | $ 100,000,000 | $ 100,000,000 | ||||||
Interest rate | 3.30% | 3.30% | 3.30% | ||||||
Senior Notes due 2018 [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Long term debt | $ 50,000,000 | $ 50,000,000 | $ 50,000,000 | ||||||
Interest rate | 4.00% | 4.00% | 4.00% | ||||||
Senior Notes due 2021 [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Long term debt | $ 100,000,000 | $ 100,000,000 | $ 100,000,000 | ||||||
Interest rate | 4.64% | 4.64% | 4.64% | ||||||
Senior Notes due 2022 [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Long term debt | $ 125,000,000 | $ 125,000,000 | |||||||
Margin rate for loans | 0.50% | ||||||||
Maturity date | Aug. 20, 2022 | ||||||||
Interest rate | 3.09% | 3.09% | |||||||
Aggregate principal amount | $ 125,000,000 | $ 125,000,000 | |||||||
Senior Notes due 2025 [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Long term debt | $ 375,000,000 | $ 375,000,000 | |||||||
Margin rate for loans | 0.50% | ||||||||
Maturity date | Aug. 20, 2025 | ||||||||
Interest rate | 3.41% | 3.41% | |||||||
Aggregate principal amount | $ 375,000,000 | $ 375,000,000 | |||||||
Tax-exempt Bonds [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Long term debt | [1] | 31,430,000 | 31,430,000 | $ 31,430,000 | |||||
Senior Notes | Master Note Purchase Agreement [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Long term debt | $ 1,100,000,000 | $ 1,100,000,000 | |||||||
[1] | Interest rates in the table above represent the range of interest rates incurred during the nine month period ended September 30, 2015. |
Long-Term Debt (Long-Term Debt)
Long-Term Debt (Long-Term Debt) (Detail) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2015 | Dec. 31, 2014 | ||
Debt Instrument [Line Items] | |||
Total debt | $ 1,958,716 | $ 1,979,565 | |
Less - current portion | (3,637) | (3,649) | |
Less - debt issuance costs | (8,225) | (4,764) | |
Long-term debt and notes payable | 1,946,854 | 1,971,152 | |
Term Loan Facility [Member] | |||
Debt Instrument [Line Items] | |||
Total debt | 660,000 | ||
Revolver Under Prior Credit Agreement [Member] | |||
Debt Instrument [Line Items] | |||
Total debt | 680,000 | ||
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 | 2,015 | 2,015 | |
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 | 2,016 | 2,016 | |
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 | 2,018 | 2,018 | |
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 | 2,019 | 2,019 | |
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 | 2,021 | 2,021 | |
Senior Notes due 2022 [Member] | |||
Debt Instrument [Line Items] | |||
Total debt | $ 125,000 | ||
Interest rate | 3.09% | ||
Debt instrument maturity date year | 2,022 | ||
Senior Notes due 2025 [Member] | |||
Debt Instrument [Line Items] | |||
Total debt | $ 375,000 | ||
Interest rate | 3.41% | ||
Debt instrument maturity date year | 2,025 | ||
Tax-exempt Bonds [Member] | |||
Debt Instrument [Line Items] | |||
Total debt | [1] | $ 31,430 | $ 31,430 |
Interest rate, minimum | [1] | 0.05% | |
Interest rate, maximum | [1] | 0.19% | |
2.50% to 10.9% Notes Payable to Sellers and Other Third Parties [Member] | |||
Debt Instrument [Line Items] | |||
Total debt | [1] | $ 12,286 | $ 8,135 |
Interest rate, minimum | [1] | 2.50% | |
Interest rate, maximum | [1] | 10.90% | |
Credit Agreement [Member] | Revolver Under Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Total debt | [1] | $ 15,000 | |
Interest rate, minimum | [1] | 1.37% | |
Interest rate, maximum | [1] | 3.45% | |
Credit Agreement [Member] | Term Loan Facility [Member] | |||
Debt Instrument [Line Items] | |||
Total debt | [1] | $ 800,000 | |
Interest rate, minimum | [1] | 1.37% | |
Interest rate, maximum | [1] | 1.40% | |
[1] | Interest rates in the table above represent the range of interest rates incurred during the nine month period ended September 30, 2015. |
Acquisitions (Narrative) (Detai
Acquisitions (Narrative) (Detail) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | 13 Months Ended | |||||
Mar. 31, 2015USD ($) | Jan. 31, 2015USD ($)territory | Oct. 31, 2014USD ($) | Sep. 30, 2014USD ($) | Mar. 31, 2014USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2015USD ($)entity | Sep. 30, 2014USD ($)entity | Sep. 30, 2015USD ($) | Sep. 30, 2015USD ($) | |
Business Acquisition [Line Items] | ||||||||||
Cash consideration, net of cash acquired | $ 112,090 | $ 49,231 | ||||||||
Acquisition related costs | $ 1,372 | $ 1,384 | ||||||||
Number of individual businesses acquired that are not specifically described | entity | 10 | 3 | ||||||||
Decrease in contingent consideration | $ 20,642 | |||||||||
Dunn & Company LLC [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Contingent consideration payable period | 2 years | |||||||||
Contingent consideration | $ 2,923 | |||||||||
Dunn & Company LLC [Member] | Maximum [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Fair value discount rate | 2.70% | |||||||||
Contingent consideration | $ 3,000 | |||||||||
Dunn & Company LLC [Member] | Minimum [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Fair value discount rate | 2.40% | |||||||||
Shale Gas [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Number of E&P waste stream treatment and recycling operations acquired | territory | 2 | |||||||||
Cash consideration, net of cash acquired | $ 41,000 | |||||||||
Contingent consideration payable period | 2 years | |||||||||
Contingent consideration | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |||||
DNCS [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Cash consideration, net of cash acquired | $ 30,000 | |||||||||
Fair value discount rate | 4.75% | |||||||||
Long-term note payment period | 20 years | |||||||||
Long-term note issued to former owners | $ 5,088 | |||||||||
Payment terms | The long-term note requires ten annual principal payments of $500, followed by an additional ten annual principal payments of $250, for total future cash payments of $7,500. The fair value of the long-term note was determined by applying a discount rate of 4.75% to the payments over the 20-year payment period. | |||||||||
Total future cash payments | 7,500 | |||||||||
DNCS [Member] | First 10 Years [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Annual principal payment | 500 | |||||||||
DNCS [Member] | Years 11 Through 20 [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Annual principal payment | $ 250 | |||||||||
Screwbean Landfill, LLC [Member] | Dunn & Company LLC [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Cash consideration, net of cash acquired | $ 27,020 | |||||||||
Rumsey Environmental LLC [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Cash consideration, net of cash acquired | $ 16,000 | |||||||||
Contingent consideration payable period | 2 years | 2 years | ||||||||
Fair value discount rate | 2.80% | |||||||||
Contingent consideration | $ 1,891 | $ 1,891 | ||||||||
Rumsey Environmental LLC [Member] | Maximum [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Contingent consideration | $ 2,000 | $ 2,000 | ||||||||
Section 18 [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Cash consideration, net of cash acquired | $ 64,425 | |||||||||
Fair value discount rate | 5.20% | |||||||||
Contingent consideration | $ 37,724 | |||||||||
Section 18 [Member] | Maximum [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Contingent consideration payable period | 4 years | |||||||||
Section 18 [Member] | Minimum [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Contingent consideration payable period | 1 year |
Segment Reporting (Narrative) (
Segment Reporting (Narrative) (Detail) | 9 Months Ended |
Sep. 30, 2015customersegment | |
Segment Reporting [Abstract] | |
Number of contracts or customers accounted for more than 10% of the Company's total revenues at the consolidated or reportable segment level | customer | 0 |
Number of operating segments | 4 |
Number of reportable segments | 4 |
Segment Reporting (Summary of F
Segment Reporting (Summary of Financial Information Concerning Company's Reportable Segments) (Detail) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | Sep. 30, 2015USD ($)segment | Sep. 30, 2014USD ($) | ||
Segment Reporting Information [Line Items] | |||||
Revenue | $ 547,938 | $ 546,551 | $ 1,585,350 | $ 1,552,953 | |
Segment EBITDA | [1] | 187,229 | 190,711 | $ 530,672 | 534,930 |
Number of operating segments | segment | 4 | ||||
Intercompany Revenues [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | [2] | (71,246) | (68,157) | $ (202,169) | (193,543) |
Operating Segments [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 619,184 | 614,708 | 1,787,519 | 1,746,496 | |
Segment EBITDA | 184,755 | 191,863 | 525,816 | 542,379 | |
Western [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 230,454 | 215,849 | 658,468 | 617,473 | |
Segment EBITDA | [1] | 76,279 | 69,140 | 218,185 | 194,894 |
Western [Member] | Intercompany Revenues [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | [2] | (27,026) | (24,895) | (76,261) | (71,778) |
Western [Member] | Operating Segments [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 257,480 | 240,744 | 734,729 | 689,251 | |
Central [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 156,939 | 149,213 | 441,686 | 420,195 | |
Segment EBITDA | [1] | 56,783 | 53,809 | 155,855 | 148,471 |
Central [Member] | Intercompany Revenues [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | [2] | (18,974) | (18,732) | (53,087) | (51,052) |
Central [Member] | Operating Segments [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 175,913 | 167,945 | 494,773 | 471,247 | |
Eastern [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 109,030 | 102,624 | 314,268 | 294,008 | |
Segment EBITDA | [1] | 34,301 | 29,379 | 97,205 | 87,284 |
Eastern [Member] | Intercompany Revenues [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | [2] | (22,238) | (21,010) | (63,357) | (59,543) |
Eastern [Member] | Operating Segments [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 131,268 | 123,634 | 377,625 | 353,551 | |
Exploration and Production [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 51,515 | 78,865 | 170,928 | 221,277 | |
Segment EBITDA | [1] | 17,392 | 39,535 | 54,571 | 111,730 |
Exploration and Production [Member] | Intercompany Revenues [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | [2] | (3,008) | (3,520) | (9,464) | (11,170) |
Exploration and Production [Member] | Operating Segments [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 54,523 | 82,385 | 180,392 | 232,447 | |
Corporate [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Segment EBITDA | [1],[3] | $ 2,474 | $ (1,152) | $ 4,856 | $ (7,449) |
[1] | For those items included in the determination of segment 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. | ||||
[2] | 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. | ||||
[3] | 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. |
Segment Reporting (Total Assets
Segment Reporting (Total Assets for Reportable Segments) (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Segment Reporting Information [Line Items] | ||
Assets | $ 4,814,723 | $ 5,245,267 |
Western [Member] | ||
Segment Reporting Information [Line Items] | ||
Assets | 1,492,989 | 1,482,474 |
Central [Member] | ||
Segment Reporting Information [Line Items] | ||
Assets | 1,219,958 | 1,187,505 |
Eastern [Member] | ||
Segment Reporting Information [Line Items] | ||
Assets | 866,421 | 852,963 |
Exploration and Production [Member] | ||
Segment Reporting Information [Line Items] | ||
Assets | 1,123,733 | 1,609,553 |
Corporate [Member] | ||
Segment Reporting Information [Line Items] | ||
Assets | $ 111,622 | $ 112,772 |
Segment Reporting (Changes in G
Segment Reporting (Changes in Goodwill by Reportable Segment) (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | |
Goodwill [Line Items] | |||
Goodwill, Beginning Balance | $ 1,693,789 | $ 1,675,154 | |
Goodwill acquired | 37,967 | 13,748 | |
Goodwill impaired | (411,786) | ||
Goodwill divested | (143) | ||
Goodwill adjustments | (844) | ||
Goodwill, Ending Balance | $ 1,319,970 | 1,319,970 | 1,687,915 |
Western [Member] | |||
Goodwill [Line Items] | |||
Goodwill, Beginning Balance | 372,915 | $ 372,915 | |
Goodwill acquired | $ 870 | ||
Goodwill impaired | |||
Goodwill divested | |||
Goodwill adjustments | |||
Goodwill, Ending Balance | 373,785 | $ 373,785 | $ 372,915 |
Central [Member] | |||
Goodwill [Line Items] | |||
Goodwill, Beginning Balance | 460,381 | 459,054 | |
Goodwill acquired | $ 9,183 | 2,050 | |
Goodwill impaired | |||
Goodwill divested | (143) | ||
Goodwill adjustments | (843) | ||
Goodwill, Ending Balance | 469,564 | $ 469,564 | 460,118 |
Eastern [Member] | |||
Goodwill [Line Items] | |||
Goodwill, Beginning Balance | 392,423 | 380,570 | |
Goodwill acquired | $ 6,855 | $ 11,698 | |
Goodwill impaired | |||
Goodwill divested | |||
Goodwill adjustments | $ (1) | ||
Goodwill, Ending Balance | 399,278 | $ 399,278 | 392,267 |
Exploration and Production [Member] | |||
Goodwill [Line Items] | |||
Goodwill, Beginning Balance | 468,070 | $ 462,615 | |
Goodwill acquired | 21,059 | ||
Goodwill impaired | (411,786) | (411,786) | |
Goodwill divested | |||
Goodwill adjustments | |||
Goodwill, Ending Balance | $ 77,343 | $ 77,343 | $ 462,615 |
Segment Reporting (Reconciliati
Segment Reporting (Reconciliation of Primary Measure of Segment Profitability to Income before Income Tax Provision) (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | ||
Segment EBITDA | [1] | $ 187,229 | $ 190,711 | $ 530,672 | $ 534,930 |
Depreciation | (61,373) | (58,998) | (178,318) | (171,920) | |
Amortization of intangibles | (7,195) | (6,702) | (21,458) | (20,158) | |
Impairments and other operating (charges) gains | (493,813) | (9,120) | (494,158) | (8,572) | |
Interest expense | (16,367) | (15,815) | (47,386) | (48,666) | |
Other income (expense), net | (1,303) | (269) | (1,430) | 785 | |
Income (loss) before income tax provision | (392,822) | 99,807 | (212,078) | 286,399 | |
Western [Member] | |||||
Segment EBITDA | [1] | 76,279 | 69,140 | 218,185 | 194,894 |
Central [Member] | |||||
Segment EBITDA | [1] | 56,783 | 53,809 | 155,855 | 148,471 |
Eastern [Member] | |||||
Segment EBITDA | [1] | 34,301 | 29,379 | 97,205 | 87,284 |
Exploration and Production [Member] | |||||
Segment EBITDA | [1] | 17,392 | 39,535 | 54,571 | 111,730 |
Corporate [Member] | |||||
Segment EBITDA | [1],[2] | 2,474 | (1,152) | 4,856 | (7,449) |
Operating Segments [Member] | |||||
Segment EBITDA | $ 184,755 | $ 191,863 | $ 525,816 | $ 542,379 | |
[1] | For those items included in the determination of segment 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. | ||||
[2] | 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. |
Segment Reporting (Total Report
Segment Reporting (Total Reported Revenues by Service Line) (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | ||
Revenue from External Customer [Line Items] | |||||
Revenues | $ 547,938 | $ 546,551 | $ 1,585,350 | $ 1,552,953 | |
Percentage of reported revenue | 100.00% | 100.00% | 100.00% | 100.00% | |
Solid Waste Collection [Member] | |||||
Revenue from External Customer [Line Items] | |||||
Revenues | $ 353,240 | $ 332,991 | $ 1,020,928 | $ 960,007 | |
Percentage of reported revenue | 64.50% | 60.90% | 64.40% | 61.80% | |
Solid Waste Disposal and Transfer [Member] | |||||
Revenue from External Customer [Line Items] | |||||
Revenues | $ 114,120 | $ 104,834 | $ 307,318 | $ 285,710 | |
Percentage of reported revenue | 20.80% | 19.20% | 19.40% | 18.40% | |
Solid Waste Recycling [Member] | |||||
Revenue from External Customer [Line Items] | |||||
Revenues | $ 12,058 | $ 14,476 | $ 34,960 | $ 43,112 | |
Percentage of reported revenue | 2.20% | 2.60% | 2.20% | 2.80% | |
E&P Waste Treatment, Recovery and Disposal [Member] | |||||
Revenue from External Customer [Line Items] | |||||
Revenues | $ 51,176 | $ 81,900 | $ 172,224 | $ 229,382 | |
Percentage of reported revenue | 9.30% | 15.00% | 10.90% | 14.80% | |
Intermodal and Other [Member] | |||||
Revenue from External Customer [Line Items] | |||||
Revenues | $ 17,344 | $ 12,350 | $ 49,920 | $ 34,742 | |
Percentage of reported revenue | 3.20% | 2.30% | 3.10% | 2.20% | |
Intercompany Revenues [Member] | |||||
Revenue from External Customer [Line Items] | |||||
Revenues | [1] | $ (71,246) | $ (68,157) | $ (202,169) | $ (193,543) |
Intercompany Revenues [Member] | Solid Waste Collection [Member] | |||||
Revenue from External Customer [Line Items] | |||||
Revenues | (1,250) | (926) | (3,150) | (2,676) | |
Intercompany Revenues [Member] | Solid Waste Disposal and Transfer [Member] | |||||
Revenue from External Customer [Line Items] | |||||
Revenues | (66,322) | (62,295) | (187,486) | (175,895) | |
Intercompany Revenues [Member] | Solid Waste Recycling [Member] | |||||
Revenue from External Customer [Line Items] | |||||
Revenues | (155) | (497) | (654) | (1,601) | |
Intercompany Revenues [Member] | E&P Waste Treatment, Recovery and Disposal [Member] | |||||
Revenue from External Customer [Line Items] | |||||
Revenues | (3,519) | (4,185) | (10,879) | (12,667) | |
Intercompany Revenues [Member] | Intermodal and Other [Member] | |||||
Revenue from External Customer [Line Items] | |||||
Revenues | (254) | (704) | |||
Operating Segments [Member] | |||||
Revenue from External Customer [Line Items] | |||||
Revenues | 619,184 | 614,708 | 1,787,519 | 1,746,496 | |
Operating Segments [Member] | Solid Waste Collection [Member] | |||||
Revenue from External Customer [Line Items] | |||||
Revenues | 354,490 | 333,917 | 1,024,078 | 962,683 | |
Operating Segments [Member] | Solid Waste Disposal and Transfer [Member] | |||||
Revenue from External Customer [Line Items] | |||||
Revenues | 180,442 | 167,129 | 494,804 | 461,605 | |
Operating Segments [Member] | Solid Waste Recycling [Member] | |||||
Revenue from External Customer [Line Items] | |||||
Revenues | 12,213 | 14,973 | 35,614 | 44,713 | |
Operating Segments [Member] | E&P Waste Treatment, Recovery and Disposal [Member] | |||||
Revenue from External Customer [Line Items] | |||||
Revenues | 54,695 | 86,085 | 183,103 | 242,049 | |
Operating Segments [Member] | Intermodal and Other [Member] | |||||
Revenue from External Customer [Line Items] | |||||
Revenues | $ 17,344 | $ 12,604 | $ 49,920 | $ 35,446 | |
[1] | 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. |
Derivative Financial Instrume48
Derivative Financial Instruments (Narrative) (Details) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015USD ($)agreement | Sep. 30, 2014USD ($) | |
Derivative Financial Instruments [Abstract] | ||
Number of interest rate swap agreements | 6 | |
Number of fuel hedge agreements | 3 | |
Ineffectiveness recognized on the fuel hedge | $ | $ 0 | $ 0 |
Derivative Financial Instrume49
Derivative Financial Instruments (Company's Derivative Instruments of Interest Rate Swaps) (Details) - LIBOR [Member] $ in Thousands | 9 Months Ended | |
Sep. 30, 2015USD ($) | ||
Interest Rate Swap One [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 | |
Interest Rate Swap Two [Member] | ||
Derivative [Line Items] | ||
Date entered | 2014-04 | |
Notional amount | $ 100,000 | |
Fixed interest rate paid | 1.80% | [1] |
Variable interest rate received | 1-month LIBOR | |
Effective date | 2014-07 | |
Expiration date | 2019-07 | |
Interest Rate Swap Three [Member] | ||
Derivative [Line Items] | ||
Date entered | 2014-05 | |
Notional amount | $ 50,000 | |
Fixed interest rate paid | 2.344% | [1] |
Variable interest rate received | 1-month LIBOR | |
Effective date | 2015-10 | |
Expiration date | 2020-10 | |
Interest Rate Swap Four [Member] | ||
Derivative [Line Items] | ||
Date entered | 2014-05 | |
Notional amount | $ 25,000 | |
Fixed interest rate paid | 2.326% | [1] |
Variable interest rate received | 1-month LIBOR | |
Effective date | 2015-10 | |
Expiration date | 2020-10 | |
Interest Rate Swap Five [Member] | ||
Derivative [Line Items] | ||
Date entered | 2014-05 | |
Notional amount | $ 50,000 | |
Fixed interest rate paid | 2.35% | [1] |
Variable interest rate received | 1-month LIBOR | |
Effective date | 2015-10 | |
Expiration date | 2020-10 | |
Interest Rate Swap Six [Member] | ||
Derivative [Line Items] | ||
Date entered | 2014-05 | |
Notional amount | $ 50,000 | |
Fixed interest rate paid | 2.35% | [1] |
Variable interest rate received | 1-month LIBOR | |
Effective date | 2015-10 | |
Expiration date | 2020-10 | |
[1] | Plus applicable margin. |
Derivative Financial Instrume50
Derivative Financial Instruments (Company's Derivative Instruments of Fuel Hedge Agreements) (Details) - Fuel [Member] | 9 Months Ended | |
Sep. 30, 2015gal / M$ / gal | ||
Fuel Hedge Agreement One [Member] | ||
Derivative [Line Items] | ||
Date entered | 2012-06 | |
Notional amount (in gallons per month) | 300,000 | |
Diesel rate paid fixed (per gallon) | $ / gal | 3.600 | |
Diesel rate received variable | DOE Diesel Fuel Index* | [1] |
Effective date | 2014-01 | |
Expiration date | 2015-12 | |
Fuel Hedge Agreement Two [Member] | ||
Derivative [Line Items] | ||
Date entered | 2015-05 | |
Notional amount (in gallons per month) | 300,000 | |
Diesel rate paid fixed (per gallon) | $ / gal | 3.280 | |
Diesel rate received variable | DOE Diesel Fuel Index* | [1] |
Effective date | 2016-01 | |
Expiration date | 2017-12 | |
Fuel Hedge Agreement Three [Member] | ||
Derivative [Line Items] | ||
Date entered | 2015-05 | |
Notional amount (in gallons per month) | 200,000 | |
Diesel rate paid fixed (per gallon) | $ / gal | 3.275 | |
Diesel rate received variable | DOE Diesel Fuel Index* | [1] |
Effective date | 2016-01 | |
Expiration date | 2017-12 | |
[1] | 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. |
Derivative Financial Instrume51
Derivative Financial Instruments (Fair Values of Derivative Instruments Designated as Cash Flow Hedges) (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 | |
Derivatives, Fair Value [Line Items] | |||
Derivatives designated as cash flow hedges, asset derivatives | $ 250 | ||
Derivatives designated as cash flow hedges, liability derivatives | $ (21,366) | (9,323) | |
Interest Rate Swap [Member] | Accrued Liabilities [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Derivatives designated as cash flow hedges, liability derivatives | (6,882) | [1] | (4,044) |
Interest Rate Swap [Member] | Other Long-term Liabilities [Member} | |||
Derivatives, Fair Value [Line Items] | |||
Derivatives designated as cash flow hedges, liability derivatives | (7,601) | (3,300) | |
Interest Rate Swap [Member] | Other Assets [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Derivatives designated as cash flow hedges, asset derivatives | 250 | ||
Fuel [Member] | Commodity Contract [Member] | Accrued Liabilities [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Derivatives designated as cash flow hedges, liability derivatives | (3,638) | [2] | $ (1,979) |
Fuel [Member] | Commodity Contract [Member] | Other Long-term Liabilities [Member} | |||
Derivatives, Fair Value [Line Items] | |||
Derivatives designated as cash flow hedges, liability derivatives | $ (3,245) | ||
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] | Represents the estimated amount of the existing unrealized losses on interest rate swaps as of September 30, 2015 (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. | ||
[2] | Represents the estimated amount of the existing unrealized losses on fuel hedges as of September 30, 2015 (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. |
Derivative Financial Instrume52
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 ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | ||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Amount of gain or (loss) recognized as AOCL on derivatives, net of tax (effective portion) | [1] | $ (6,825) | $ (138) | $ (10,913) | $ (1,567) |
Amount of (gain) or loss reclassified from AOCL into earnings, net of tax (effective portion) | [2],[3] | 1,186 | 677 | 3,270 | 1,496 |
Interest Expense [Member] | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Amount of (gain) or loss reclassified from AOCL into earnings, net of tax (effective portion) | [2],[3] | 645 | 809 | 1,929 | 2,014 |
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) | [2],[3] | 541 | (132) | 1,341 | (518) |
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) | [1] | (3,786) | 597 | (6,528) | (942) |
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) | [1] | $ (3,039) | $ (735) | $ (4,385) | $ (625) |
[1] | In accordance with the derivatives and hedging guidance, the effective portions of the changes in fair values of interest rate swaps and fuel hedges 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 hedges are 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 Company's hedged debt. | ||||
[3] | Amounts reclassified from AOCL into earnings related to realized gains and losses on the fuel hedges are recognized when settlement payments or receipts occur related to the hedge contracts, which correspond to when the underlying fuel is consumed. |
Fair Value of Financial Instr53
Fair Value of Financial Instruments (Carrying Values and Fair Values of Debt Instruments) (Detail) - USD ($) $ in Thousands | 1 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2015 | Dec. 31, 2014 | ||
Debt Instrument [Line Items] | ||||
Carrying value of senior notes | $ 1,958,716 | $ 1,958,716 | $ 1,979,565 | |
Senior Notes due 2015 [Member] | ||||
Debt Instrument [Line Items] | ||||
Carrying value of senior notes | 175,000 | 175,000 | 175,000 | |
Fair value of senior notes | [1] | $ 175,000 | $ 175,000 | $ 181,476 |
Interest rate of senior notes | 6.22% | 6.22% | 6.22% | |
Senior note year due | 2,015 | 2,015 | ||
Senior Notes due 2016 [Member] | ||||
Debt Instrument [Line Items] | ||||
Carrying value of senior notes | $ 100,000 | $ 100,000 | $ 100,000 | |
Fair value of senior notes | [1] | $ 101,067 | $ 101,067 | $ 102,253 |
Interest rate of senior notes | 3.30% | 3.30% | 3.30% | |
Senior note year due | 2,016 | 2,016 | ||
Senior Notes due 2018 [Member] | ||||
Debt Instrument [Line Items] | ||||
Carrying value of senior notes | $ 50,000 | $ 50,000 | $ 50,000 | |
Fair value of senior notes | [1] | $ 52,329 | $ 52,329 | $ 52,500 |
Interest rate of senior notes | 4.00% | 4.00% | 4.00% | |
Senior note year due | 2,018 | 2,018 | ||
Senior Notes due 2019 [Member] | ||||
Debt Instrument [Line Items] | ||||
Carrying value of senior notes | $ 175,000 | $ 175,000 | $ 175,000 | |
Fair value of senior notes | [1] | $ 193,523 | $ 193,523 | $ 192,974 |
Interest rate of senior notes | 5.25% | 5.25% | 5.25% | |
Senior note year due | 2,019 | 2,019 | ||
Senior Notes due 2021 [Member] | ||||
Debt Instrument [Line Items] | ||||
Carrying value of senior notes | $ 100,000 | $ 100,000 | $ 100,000 | |
Fair value of senior notes | [1] | $ 109,030 | $ 109,030 | $ 108,088 |
Interest rate of senior notes | 4.64% | 4.64% | 4.64% | |
Senior note year due | 2,021 | 2,021 | ||
Senior Notes due 2022 [Member] | ||||
Debt Instrument [Line Items] | ||||
Carrying value of senior notes | $ 125,000 | $ 125,000 | ||
Fair value of senior notes | [1] | $ 124,802 | $ 124,802 | |
Interest rate of senior notes | 3.09% | 3.09% | ||
Senior note year due | 2,022 | |||
Senior Notes due 2025 [Member] | ||||
Debt Instrument [Line Items] | ||||
Carrying value of senior notes | $ 375,000 | $ 375,000 | ||
Fair value of senior notes | [1] | $ 372,829 | $ 372,829 | |
Interest rate of senior notes | 3.41% | 3.41% | ||
Senior note year due | 2,025 | |||
[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 Informat54
Net Income Per Share Information (Basic and Diluted Net Income Per Common Share) (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Numerator: | ||||
Net income (loss) attributable to Waste Connections for basic and diluted earnings per share | $ (257,009) | $ 60,084 | $ (147,825) | $ 171,763 |
Denominator: | ||||
Basic shares outstanding | 123,269,902 | 124,342,493 | 123,783,217 | 124,179,478 |
Dilutive effect of stock options and warrants | 62,205 | 103,401 | ||
Dilutive effect of restricted stock units | 365,283 | 495,413 | ||
Diluted shares outstanding | 123,269,902 | 124,769,981 | 123,783,217 | 124,778,292 |
Fair Value Measurements (Narrat
Fair Value Measurements (Narrative) (Detail) - $ / gal | Sep. 30, 2015 | Dec. 31, 2014 |
Fair Value [Abstract] | ||
Minimum range of DOE index curve used in DCF model | 2.56 | 2.96 |
Maximum range of DOE index curve used in DCF model | 2.92 | 3.41 |
Weighted average DOE index curve used in DCF model | 2.76 | 3.04 |
Fair Value Measurements (Assets
Fair Value Measurements (Assets and Liabilities Measured at Fair Value on Recurring Basis) (Detail) - Fair Value, Measurements, Recurring [Member] - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Restricted assets | $ 42,520 | $ 40,870 |
Contingent consideration | (53,109) | (70,165) |
Interest Rate Swap [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative instrument - net | (14,483) | (7,094) |
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Restricted assets | 42,520 | 40,870 |
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 | (14,483) | (7,094) |
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration | (53,109) | (70,165) |
Fuel [Member] | Commodity Contract [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative instrument - net | (6,883) | (1,979) |
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 | $ (6,883) | $ (1,979) |
Fair Value Measurements (Change
Fair Value Measurements (Change in Fair Value for Level 3 Derivatives) (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Fair Value [Abstract] | ||
Beginning balance | $ (1,979) | $ 2,199 |
Realized losses (gains) included in earnings | 2,165 | (841) |
Unrealized losses included in AOCL | (7,069) | (1,010) |
Ending balance | $ (6,883) | $ 348 |
Fair Value Measurements (Fair V
Fair Value Measurements (Fair Value for Level 3 Liabilities) (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Fair Value [Abstract] | ||
Beginning balance | $ 70,165 | $ 55,550 |
Contingent consideration recorded at acquisition date | 515 | 4,814 |
Payment of contingent consideration recorded at acquisition date | (190) | (470) |
Payment of contingent consideration recorded in earnings | (450) | |
Adjustments to contingent considerations | (19,809) | (2,813) |
Interest accretion expense | 2,428 | 1,022 |
Ending balance | $ 53,109 | $ 57,653 |
Other Comprehensive Income (L59
Other Comprehensive Income (Loss) (Components of Other Comprehensive Income (Loss)) (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Components of Other Comprehensive Income (Loss) [Line Items] | ||||
Other comprehensive income (loss), gross total | $ (9,042) | $ 875 | $ (12,293) | $ (120) |
Income tax (expense) benefit related to items of other comprehensive income (loss) | 3,403 | (336) | 4,650 | 49 |
Amounts reclassified, net of tax | 3,270 | 1,496 | ||
Changes in fair value, net of tax | (10,913) | (1,567) | ||
Other comprehensive income (loss), total, net of tax | (5,639) | 539 | (7,643) | (71) |
Interest Rate Swap [Member] | ||||
Components of Other Comprehensive Income (Loss) [Line Items] | ||||
Amounts reclassified, gross | 1,041 | 1,313 | 3,114 | 3,267 |
Changes in fair value, gross | (6,066) | 968 | (10,503) | (1,536) |
Amounts reclassified, tax effect | (396) | (504) | (1,185) | (1,253) |
Changes in fair value, tax effect | 2,280 | (371) | 3,975 | 594 |
Amounts reclassified, net of tax | 645 | 809 | 1,929 | 2,014 |
Changes in fair value, net of tax | (3,786) | 597 | (6,528) | (942) |
Fuel [Member] | Commodity Contract [Member] | ||||
Components of Other Comprehensive Income (Loss) [Line Items] | ||||
Amounts reclassified, gross | 874 | (214) | 2,165 | (841) |
Changes in fair value, gross | (4,891) | (1,192) | (7,069) | (1,010) |
Amounts reclassified, tax effect | (333) | 82 | (824) | 323 |
Changes in fair value, tax effect | 1,852 | 457 | 2,684 | 385 |
Amounts reclassified, net of tax | 541 | (132) | 1,341 | (518) |
Changes in fair value, net of tax | $ (3,039) | $ (735) | $ (4,385) | $ (625) |
Other Comprehensive Income (L60
Other Comprehensive Income (Loss) (Amounts Included in Accumulated Other Comprehensive Loss) (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Components of Other Comprehensive Income (Loss) [Line Items] | ||||
Beginning balance | $ (5,593) | $ (1,869) | ||
Amounts reclassified into earnings | 3,270 | 1,496 | ||
Changes in fair value | (10,913) | (1,567) | ||
Ending balance | $ (13,236) | $ (1,940) | (13,236) | (1,940) |
Interest Rate Swap [Member] | ||||
Components of Other Comprehensive Income (Loss) [Line Items] | ||||
Beginning balance | (4,372) | (3,226) | ||
Amounts reclassified into earnings | 645 | 809 | 1,929 | 2,014 |
Changes in fair value | (3,786) | 597 | (6,528) | (942) |
Ending balance | (8,971) | (2,154) | (8,971) | (2,154) |
Fuel [Member] | Commodity Contract [Member] | ||||
Components of Other Comprehensive Income (Loss) [Line Items] | ||||
Beginning balance | (1,221) | 1,357 | ||
Amounts reclassified into earnings | 541 | (132) | 1,341 | (518) |
Changes in fair value | (3,039) | (735) | (4,385) | (625) |
Ending balance | $ (4,265) | $ 214 | $ (4,265) | $ 214 |
Stockholders' Equity (Narrative
Stockholders' Equity (Narrative) (Detail) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Oct. 31, 2014 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Repurchase of common stock (shares) | 1,962,989 | 0 | ||||
Aggregate cost of stock repurchased | $ 91,165 | |||||
Aggregate cost of stock repurchased | $ 91,165 | |||||
Shares of treasury stock | 1,050,820 | |||||
Treasury stock, shares outstanding | 1,050,820 | 1,050,820 | ||||
Cash dividend per share | $ 0.13 | $ 0.115 | $ 0.13 | $ 0.115 | $ 0.39 | $ 0.345 |
Cash dividend per common share, increase | $ 0.015 | |||||
Cash dividends on common stock | $ 48,246 | $ 42,770 | ||||
Repurchase of common stock, maximum value | $ 1,200,000 | 1,200,000 | ||||
Remaining value of common stock authorized under repurchase program | $ 317,479 | $ 317,479 | ||||
Treasury Stock [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares of treasury stock | 1,050,820 | |||||
Treasury stock, shares outstanding | 1,050,820 | 1,050,820 | ||||
Treasury stock at cost | $ 49,458 | |||||
Restricted Stock Units (RSUs) [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Weighted average grant-date fair value of award | $ 46.43 | |||||
Vested deferred RSUs outstanding | 223,752 | 256,621 | 223,752 | 256,621 | 223,752 | |
Performance Shares [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Weighted average grant-date fair value of award | $ 46.47 | |||||
Performance period end date | Dec. 31, 2017 | |||||
Performance Shares [Member] | Executive Officer [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period of award | 3 years | |||||
Performance Shares [Member] | Officer [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period of award | 4 years |
Stockholders' Equity (Summary o
Stockholders' Equity (Summary of Activity Related to Restricted Stock Units) (Detail) | 9 Months Ended |
Sep. 30, 2015shares | |
Restricted Stock Units (RSUs) [Member] | |
Unvested shares | |
Outstanding, shares at December 31, 2014 | 1,200,884 |
Granted | 328,034 |
Forfeited | (32,485) |
Vested and issued | (432,165) |
Vested and unissued | (46,521) |
Outstanding, shares at September 30, 2015 | 1,017,747 |
Performance Shares [Member] | |
Unvested shares | |
Outstanding, shares at December 31, 2014 | 54,723 |
Granted | 238,690 |
Outstanding, shares at September 30, 2015 | 293,413 |
Commitments and Contingencies (
Commitments and Contingencies (Narrative) (Detail) - USD ($) $ in Thousands | 1 Months Ended | 9 Months Ended |
Mar. 31, 2011 | Sep. 30, 2015 | |
Commitments and Contingencies [Abstract] | ||
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 | |
Estimated clean up costs | $ 342,000 |
Subsequent Event (Details)
Subsequent Event (Details) $ / shares in Units, $ in Thousands | Nov. 03, 2015USD ($)territoryproperty | Oct. 01, 2015USD ($) | Oct. 31, 2015$ / shares | Sep. 30, 2015$ / shares | Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) |
Subsequent Event [Line Items] | ||||||
Dividends per share amount | $ / shares | $ 0.13 | |||||
Cash consideration, net of cash acquired | $ | $ 112,090 | $ 49,231 | ||||
Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Redeemed aggregate principal amount of notes | $ | $ 175,000 | |||||
Dividends, declared date | Oct. 26, 2015 | |||||
Dividends per share amount | $ / shares | $ 0.145 | |||||
Increase in regular quarterly cash dividend per share | $ / shares | $ 0.015 | |||||
Dividends, date to be paid | Nov. 23, 2015 | |||||
Dividends, date of record | Nov. 9, 2015 | |||||
Subsequent Event [Member] | Rock River Environmental Services Inc [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Number of counties that operations were acquired in | territory | 19 | |||||
Number of collection operations acquired | 5 | |||||
Number of landfills acquired | 2 | |||||
Number of compost facilities acquired | 1 | |||||
Number of transfer stations acquired | 1 | |||||
Number of recycling facilities acquired | 1 | |||||
Cash consideration, net of cash acquired | $ | $ 225,000 |