Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2016 | Jul. 28, 2016 | |
Document Documentand Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | WASTE CONNECTIONS, INC. | |
Entity Central Index Key | 1,318,220 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 175,039,646 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and equivalents | $ 55,624 | $ 10,974 |
Accounts receivable, net of allowance for doubtful accounts of $14,083 and $7,738 at June 30, 2016 and December 31, 2015, respectively | 502,833 | 255,192 |
Deferred income taxes | 86,146 | 49,727 |
Prepaid expenses and other current assets | 89,465 | 46,534 |
Total current assets | 734,068 | 362,427 |
Property and equipment, net | 4,788,084 | 2,738,288 |
Goodwill | 4,299,463 | 1,422,825 |
Intangible assets, net | 1,160,484 | 511,294 |
Restricted assets | 62,985 | 46,232 |
Other assets, net | 48,468 | 40,732 |
Total assets | 11,093,552 | 5,121,798 |
Current liabilities: | ||
Accounts payable | 243,215 | 115,206 |
Book overdraft | 14,341 | 12,357 |
Accrued liabilities | 269,334 | 136,018 |
Deferred revenue | 134,257 | 90,349 |
Current portion of contingent consideration | 21,920 | 22,217 |
Current portion of long-term debt and notes payable | 1,575 | 2,127 |
Total current liabilities | 684,642 | 378,274 |
Long-term debt and notes payable | 3,761,307 | 2,147,127 |
Long-term portion of contingent consideration | 34,604 | 27,177 |
Other long-term liabilities | 317,332 | 124,943 |
Deferred income taxes | 737,946 | 452,493 |
Total liabilities | 5,535,831 | 3,130,014 |
Commitments and contingencies (Note 16) | ||
Equity: | ||
Common stock: 175,037,601 and 122,375,955 shares issued and outstanding at June 30, 2016 and December 31, 2015, respectively | 4,163,374 | 1,224 |
Additional paid-in capital | 92,792 | 736,652 |
Accumulated other comprehensive loss | (1,673) | (12,171) |
Treasury stock: 375,007 and 0 shares at June 30, 2016 and December 31, 2015, respectively | ||
Retained earnings | 1,296,241 | 1,259,495 |
Total Waste Connections' equity | 5,550,734 | 1,985,200 |
Noncontrolling interest in subsidiaries | 6,987 | 6,584 |
Total equity | 5,557,721 | 1,991,784 |
Total liabilities and stockholders' equity | $ 11,093,552 | $ 5,121,798 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Statement Of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 14,083 | $ 7,738 |
Common stock, shares issued | 175,037,601 | 122,375,955 |
Common stock, shares outstanding | 175,037,601 | 122,375,955 |
Treasury shares | 375,007 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Net Income - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Income Statement [Abstract] | ||||
Revenues | $ 727,639 | $ 531,312 | $ 1,242,319 | $ 1,037,412 |
Operating expenses: | ||||
Cost of operations | 416,262 | 297,437 | 703,453 | 578,560 |
Selling, general and administrative | 152,737 | 57,264 | 220,419 | 115,409 |
Depreciation | 84,348 | 59,639 | 145,245 | 116,945 |
Amortization of intangibles | 14,081 | 7,264 | 21,775 | 14,263 |
Other operating items | (3,284) | (316) | (3,048) | 346 |
Operating income | 63,495 | 110,024 | 154,475 | 211,889 |
Interest expense | (20,485) | (15,322) | (37,670) | (31,018) |
Other income (expense), net | (714) | 92 | (492) | (128) |
Foreign currency transaction gain | 689 | 689 | ||
Income before income tax provision | 42,985 | 94,794 | 117,002 | 180,743 |
Income tax provision | (15,265) | (37,153) | (44,265) | (71,020) |
Net income | 27,720 | 57,641 | 72,737 | 109,723 |
Less: Net income attributable to noncontrolling interests | (231) | (281) | (406) | (539) |
Net income attributable to Waste Connections | $ 27,489 | $ 57,360 | $ 72,331 | $ 109,184 |
Earnings (loss) per common share attributable to Waste Connections' common stockholders: | ||||
Basic | $ 0.20 | $ 0.46 | $ 0.55 | $ 0.88 |
Diluted | $ 0.20 | $ 0.46 | $ 0.55 | $ 0.88 |
Shares used in the per share calculations: | ||||
Basic | 140,203,557 | 124,079,184 | 131,496,582 | 124,044,130 |
Diluted | 140,587,155 | 124,352,062 | 132,024,528 | 124,360,059 |
Cash dividends per common share | $ 0.145 | $ 0.13 | $ 0.29 | $ 0.26 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Net income | $ 27,720 | $ 57,641 | $ 72,737 | $ 109,723 |
Other comprehensive income (loss), before tax: | ||||
Foreign currency translation adjustment | 12,651 | 12,651 | ||
Other comprehensive loss, before tax | 13,620 | 1,088 | 9,138 | (3,251) |
Income tax (expense) benefit related to items of other comprehensive loss | (346) | (417) | 1,360 | 1,247 |
Other comprehensive income (loss), net of tax | 13,274 | 671 | 10,498 | (2,004) |
Comprehensive income | 40,994 | 58,312 | 83,235 | 107,719 |
Less: Comprehensive income attributable to noncontrolling interests | (231) | (281) | (406) | (539) |
Comprehensive income attributable to Waste Connections | 40,763 | 58,031 | 82,829 | 107,180 |
Interest Rate Swap [Member] | ||||
Other comprehensive income (loss), before tax: | ||||
Amounts reclassified, gross | 1,693 | 1,037 | 3,403 | 2,072 |
Changes in fair value, gross | (3,826) | 1,036 | (10,514) | (4,437) |
Fuel [Member] | Commodity Contract [Member] | ||||
Other comprehensive income (loss), before tax: | ||||
Amounts reclassified, gross | 1,473 | 677 | 3,274 | 1,292 |
Changes in fair value, gross | $ 1,629 | $ (1,662) | $ 324 | $ (2,178) |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Equity - USD ($) $ in Thousands | Common Stock [Member]Deferred Compensation Plan [Member] | Common Stock [Member]Performance Shares [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, 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 | ||||||||
Restricted stock units (shares) | 13,652 | 426,864 | |||||||
Restricted stock units | $ 4 | (4) | |||||||
Tax withholdings related to net share settlements of restricted stock units | $ (1) | (6,358) | (6,359) | ||||||
Tax withholdings related to net share settlements of restricted stock units, shares | (136,781) | ||||||||
Equity-based compensation | 9,580 | 9,580 | |||||||
Exercise of stock options and warrants | 417 | 417 | |||||||
Exercise of stock options and warrants, shares | 35,205 | ||||||||
Excess tax benefit associated with equity-based compensation | 1,850 | $ 1,850 | |||||||
Repurchase of common stock (shares) | (903,769) | (903,769) | |||||||
Repurchase of common stock | $ (9) | (41,302) | $ (41,311) | ||||||
Cash dividends on common stock | (32,203) | (32,203) | |||||||
Amounts reclassified into earnings, net of taxes | 2,074 | 2,074 | |||||||
Changes in fair value of cash flow hedges, net of taxes | (4,078) | (4,078) | |||||||
Distributions to noncontrolling interests | (43) | (43) | |||||||
Net income | 109,184 | 539 | 109,723 | ||||||
Ending Balances at Jun. 30, 2015 | $ 1,234 | 775,472 | (7,597) | 1,498,230 | 6,052 | 2,273,391 | |||
Ending Balances, shares at Jun. 30, 2015 | 123,419,698 | ||||||||
Beginning Balances at Dec. 31, 2015 | $ 1,224 | 736,652 | (12,171) | 1,259,495 | 6,584 | $ 1,991,784 | |||
Beginning Balances, shares at Dec. 31, 2015 | 122,375,955 | 122,375,955 | |||||||
Beginning Balance, treasury shares at Dec. 31, 2015 | 0 | ||||||||
Conversion of Old Waste Connections' common shares into common shares of New Waste Connections, APIC | (650,552) | ||||||||
Conversion of Old Waste Connections' common shares into common shares of New Waste Connections | $ 650,552 | ||||||||
Issuance of common shares to acquire Progressive Waste | $ 3,503,162 | $ 3,503,162 | |||||||
Issuance of common shares to acquire Progressive Waste, shares | 52,145,919 | ||||||||
Acquired common shares held in trust | 490,112 | ||||||||
Sale of common shares held in trust | $ 8,436 | 8,436 | |||||||
Sale of common shares held in trust, shares | 115,105 | (115,105) | |||||||
Restricted stock units (shares) | 39,328 | 122,960 | 397,819 | ||||||
Tax withholdings related to net share settlements of restricted stock units | (11,349) | (11,349) | |||||||
Tax withholdings related to net share settlements of restricted stock units, shares | (184,514) | ||||||||
Equity-based compensation | 13,026 | 13,026 | |||||||
Exercise of warrants, shares | 25,029 | ||||||||
Excess tax benefit associated with equity-based compensation | 5,015 | $ 5,015 | |||||||
Repurchase of common stock (shares) | 0 | ||||||||
Cash dividends on common stock | (35,585) | $ (35,585) | |||||||
Amounts reclassified into earnings, net of taxes | 4,130 | 4,130 | |||||||
Changes in fair value of cash flow hedges, net of taxes | (6,283) | (6,283) | |||||||
Foreign currency translation adjustment | 12,651 | 12,651 | |||||||
Distributions to noncontrolling interests | (3) | (3) | |||||||
Net income | 72,331 | 406 | 72,737 | ||||||
Ending Balances at Jun. 30, 2016 | $ 4,163,374 | $ 92,792 | $ (1,673) | $ 1,296,241 | $ 6,987 | $ 5,557,721 | |||
Ending Balances, shares at Jun. 30, 2016 | 175,037,601 | 175,037,601 | |||||||
Ending Balance, treasury shares at Jun. 30, 2016 | 375,007 | 375,007 |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Cash flows from operating activities: | ||
Net income | $ 72,737 | $ 109,723 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Loss (gain) on disposal of assets | 509 | (582) |
Depreciation | 145,245 | 116,945 |
Amortization of intangibles | 21,775 | 14,263 |
Foreign currency transaction gain | (689) | |
Deferred income taxes, net of acquisitions | 25,363 | 14,725 |
Amortization of debt issuance costs | 2,842 | 1,777 |
Share-based compensation | 26,405 | 9,580 |
Interest income on restricted assets | (246) | (215) |
Interest accretion | 3,629 | 3,704 |
Excess tax benefit associated with equity-based compensation | (5,015) | (1,850) |
Adjustments to contingent consideration | (2,495) | 833 |
Payment of contingent consideration recorded in earnings | (132) | |
Net change in operating assets and liabilities, net of acquisitions | (30,282) | 50,314 |
Net cash provided by operating activities | 259,646 | 319,217 |
Cash flows from investing activities: | ||
Payments for acquisitions, net of cash acquired | (12,541) | (91,724) |
Cash acquired from acquisition | 65,745 | |
Capital expenditures for property and equipment | (112,087) | (102,170) |
Proceeds from disposal of assets | 1,560 | 1,290 |
Change in restricted assets, net of interest income | 113 | 296 |
Other | (696) | 568 |
Net cash used in investing activities | (57,906) | (191,740) |
Cash flows from financing activities: | ||
Proceeds from long-term debt | 3,352,676 | 336,000 |
Principal payments on notes payable and long-term debt | (3,461,005) | (381,226) |
Payment of contingent consideration recorded at acquisition date | (4,109) | (190) |
Change in book overdraft | 1,998 | (21) |
Proceeds from option and warrant exercises | 417 | |
Excess tax benefit associated with equity-based compensation | 5,015 | 1,850 |
Payments for repurchase of common stock | (41,311) | |
Payments for cash dividends | (35,585) | (32,203) |
Tax withholdings related to net share settlements of restricted stock units | (11,349) | (6,359) |
Distributions to noncontrolling interests | (3) | (43) |
Debt issuance costs | (12,941) | (3,120) |
Proceeds from sale of common shares held in trust | 8,436 | |
Net cash used in financing activities | (156,867) | (126,206) |
Effect of foreign currency translation on cash and equivalents | (223) | |
Net increase (decrease) in cash and equivalents | 44,650 | 1,271 |
Cash and equivalents at beginning of period | 10,974 | 14,353 |
Cash and equivalents at end of period | 55,624 | 15,624 |
Non-cash financing activity: | ||
Liabilities assumed and notes payable issued to sellers of businesses acquired | 2,456,479 | $ 8,622 |
Issuance of common shares to acquire Progressive Waste | $ 3,503,162 |
Basis of Presentation and Summa
Basis of Presentation and Summary | 6 Months Ended |
Jun. 30, 2016 | |
Basis of Presentation and Summary [Abstract] | |
Basis of Presentation and Summary | 1. BASIS OF PRESENTATION AND SUMMARY On June 1, 2016, pursuant to the terms of the Agreement and Plan of Merger dated as of January 18, 2016 (the “Merger Agreement”), Water Merger Sub LLC (“Merger Sub”), a Delaware limited liability company and a wholly - owned subsidiary of Progressive Waste Solutions Ltd., merged with and into Waste Connections US, Inc. (f/k/a Waste Connections, Inc.), a Delaware corporation (“Old Waste Connections”) with Old Waste Connections continuing as the surviving corporation and an indirect wholly-owned subsidiary of Waste Connections, Inc. (f/k/a Progressive Waste Solutions Ltd.), a corporation organized under the laws of Ontario, Canada. Following the closing of the transaction , Old Waste Connections’ common stock was delisted from the New York Stock Exchange (“NYSE”) and deregistered under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”). Pursuant to the Merger Agreement , Old Waste Connections’ stockholders received common shares of Waste Connections, Inc. (f/k/a Progressive Waste Solutions Ltd. ) in exchange for their shares of common stock of Old Waste Connections. As further discussed in Note 6 – “Acquisitions,” the Progressive Waste acquisition was accounted for as a reverse merger using the acquisition method of accounting. Old Waste Connections has been identified as the acquirer for accounting purposes and the acquisition method of accounting has been applied. T he term “Progressive Waste” is used herein in the context of references to Progressive Waste Solutions Ltd. and its shareholders prior to the completion of the Progressive Waste acquisition on June 1, 2016 . The accompanying condensed consolidated financial statements relating to Waste Connections, Inc. (f/k/a Progressive Waste Solutions Ltd. , and together with its subsidiaries, “New Waste Connections,” “WCI” or the “Company”) are the historical financial statements of Old Waste Connections for the three and six month periods ended June 30 , 2016 and 2015 , with the inclusion on June 1, 2016 of the fair value of the assets and liabilities acquired from Progressive Waste and the inclusion of the results of operations from the acquired Progressive Waste operations commencing on June 1, 2016. In the opinion of management, the accompanying balance sheets and related interim statements of net income, comprehensive income, cash flows and equity include all adjustments, consisting only of normal recurring items, necessary for their fair statement in conformity with U.S. generally accepted accounting principles (“GAAP”). Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues 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 Old Waste Connections’ Annual Report on Form 10-K for the fis cal year ended December 31, 2015. |
Reporting Currency
Reporting Currency | 6 Months Ended |
Jun. 30, 2016 | |
Reporting Currency [Abstract] | |
Reporting Currency | 2. REPORTING CURRENCY The functional currency of the Company’s parent corporate entity and the operating subsidiaries in the United States is the U.S. dollar. The functional currency of the Company’s Canadian operations is the Canadian dollar. The reporting currency of the Company is the U.S. dollar. The Company’s consolidated Canadian dollar financial position is translated to U.S. dollars by applying the foreign currency exchange rate in effect at the consolidated balance sheet date. The Company’s consolidated Canadian dollar results of operations and cash flows are translated to U.S. dollars by applying the average foreign currency exchange rate in effect during the reporting period. The resulting translation adjustments are included in other comprehensive income or loss. Gains and losses from foreign currency transactions are included in earnings for the period. |
New Accounting Standards
New Accounting Standards | 6 Months Ended |
Jun. 30, 2016 | |
New Accounting Standards [Abstract] | |
New Accounting Standards | 3 . NEW ACCOUNTING STANDARDS Revenue From Contracts With Customers . In May 2014, the Financial Accounting Standards Board (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 is currently assessing the impact that adopting this new accounting standard will have on its consolidated financial statements and footnote disclosures. 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 adopted this guidance as of January 1, 2016. The adoption of this guidance did not have a material impact on the Company’s financial position or results of operations. Balance Sheet Classification of Deferred Taxes . In November 2015, the FASB issued guidance that requires that all deferred tax assets and liabilities, along with any related valuation allowance, be classified as noncurrent on the balance sheet. As a result, each jurisdiction will now only have one net noncurrent deferred tax asset or liability. The guidance does not change the existing requirement that only permits offsetting within a jurisdiction. The new standard is effective in fiscal years beginning after December 15, 2016, including interim periods within those years, with early adoption permitted. The adoption of this guidance will result in the Company’s current deferred tax assets being recorded as noncurrent on a prospective basis . The Company’s c urrent deferred tax assets were $86,146 and $49,727 at June 30 , 2016 and December 31, 2015, respectively. Lease Accounting . In February 2016, the FASB issued guidance that requires lessees to recognize a right-of-use asset and a lease liability for virtually all of their leases (other than leases that meet the definition of a short-term lease). The liability will be equal to the present value of lease payments. The asset will be based on the liability, subject to adjustment, such as for initial direct costs. For income statement purposes, the FASB retained a dual model, requiring leases to be classified as either operating or finance. Operating leases will result in straight-line expense (similar to current operating leases) while finance leases will result in a front-loaded expense pattern (similar to current capital leases). Classification will be based on criteria that are largely similar to those applied in current lease accounting, but without explicit bright lines. The new standard is effective for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018, with early adoption permitted. The new standard must be adopted using a modified retrospective transition, and provides for certain practical expedients. Transition will require application of the new guidance at the beginning of the earliest comparative period presented. The Company has not determined the effect the adoption of this lease accounting guidance will have on its financial position or results of operations. Improvements to Employee Share-Based Payment Accounting . In March 2016, the FASB issued guidance that identifies areas for simplification involving several aspects of accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, an option to recognize gross stock compensation expense with actual forfeitures recognized as they occur, as well as certain classifications on the statement of cash flows. The new standard is effective for public companies for annual reporting periods beginning after December 15, 2016, and interim periods within that reporting period. Early adoption will be permitted in any interim or annual period, with any adjustments reflected as of the beginning of the fiscal year of adoption. The Company is currently assessing the impact that adopting this new accounting standard will have on its consolidated financial statements and footnote disclosures. Principal versus Agent Considerations (Reporting Revenue Gross versus Net) . In March 2016, the FASB issued guidance that clarifies the implementation of the new revenue standard on principal versus agent considerations. The guidance includes indicators to assist an entity in determining whether it controls a specified good or service before it is transferred to the customers. The amendments have the same effective date and transition requirements as the new revenue standard, which is described above. The Company is currently assessing the impact that adopting this new accounting standard will have on its consolidated financial statements and footnote disclosures. |
Reclassification
Reclassification | 6 Months Ended |
Jun. 30, 2016 | |
Reclassification [Abstract] | |
Reclassification | 4 . RECLASSIFICATION Certain amounts reported in the Company’s prior year financial statements have been reclassified to conform with the 2016 presentation. |
Landfill Accounting
Landfill Accounting | 6 Months Ended |
Jun. 30, 2016 | |
Landfill Accounting [Abstract] | |
Landfill Accounting | 5 . LANDFILL ACCOUNTING At June 30 , 2016, the Company owned or operated 69 municipal solid waste (“MSW”) landfills, 11 exploration and production (“E&P”) waste landfills, which only accept E&P waste, and 14 non- MSW landfills, which only accept construction and demolition, industrial and other non-putrescible waste. At June 30 , 2016, the Company’s landfills consisted of 80 owned landfills, eight landfills operated under life-of-site operating agreements and six landfills operated under limited-term o perating agreements. The Company’s landfills had site costs with a net book value of $2,793,766 at June 30 , 2016. 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 June 30 , 2016, 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 28 years . As of June 30 , 2016, the Company is seeking to expand permitted capacity at 18 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 34 years , with lives ranging from approximately 1 to 390 years. During the six months ended June 30 , 2016 and 2015, the Company expensed $49,685 and $39,545 , respectively, or an average of $3.92 and $3.96 per ton consumed, respectively, related to landfill depletion at owned landfills and landfills operated under life-of-site agreements. The Company reserves for estimated 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 2016 and 2015 “layers” for final capping, closure and post-closure obligations was 4.75% for both years, which reflects the Company’s long-term credit adjusted risk free rate as of the end of both 2015 and 2014. The Company’s inflation rate assumption is 2.5% for the years ending December 31, 2016 and 2015. 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 six months ended June 30 , 2016 and 2015, the Company expensed $2,763 and $1,833 respectively, or an average of $0.22 and $0.18 p er 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, 2015 to June 30, 2016: Final capping, closure and post-closure liability at December 31, 2015 $ 78,613 Adjustments to final capping, closure and post-closure liabilities (7,032) Liabilities incurred 3,578 Accretion expense associated with landfill obligations 2,763 Closure payments (34) Assumption of closure liabilities from acquisitions 158,937 Final capping, closure and post-closure liability at June 30, 2016 $ 236,825 The Adjustments to final capping, closure and post-closure liabilities primarily consisted of increases in estimated airspace at some of the Company’s landfills at which expansions are being pursued, decreases in estimated annual tonnage consumptions at various landfills, decreases in estimated closure costs at some of the Company’s landfills and changes in engineering estimates of total site capacity. The Company performs its annual review of its cost and capacity estimates in the first quarter of each year. At June 30 , 2016 and December 31, 2015 , $55,200 and $43,636 of the Company’s restricted assets balance was for purposes of securing its performance of future final capping, closure and post-closure obligations. |
Acquisitions
Acquisitions | 6 Months Ended |
Jun. 30, 2016 | |
Acquisitions [Abstract] | |
Acquisitions | 6 . ACQUISITIONS Progressive Waste Acquisition As described in Note 1, on June 1, 2016, pursuant to the Merger Agreement, Merger Sub merged with and into Old Waste Connections in an all- stock business combination wit h Old Waste Connections continuing as the surviving corporation and an indirect wholly-owned subsidiary of New Waste Connections. T he term “Progressive Waste” is used herein in the context of references to Progressive Waste Solutions Ltd. and its shareholders prior to the completion of the Progressive Waste acquisition on June 1, 2016 . The financial statements presented here in are the historical financial statements of Old Waste Connections with the inclusion on June 1, 2016 of the fair value of the identifiable assets and liabilities acquired from Progressive Waste and the inclusion of the results of operations from the acquired Progressive Waste operations commencing on June 1, 2016. Under the terms of the Merger Agreement, Old Waste Connections’ stockholders received 2.076843 New Waste Connections shares for each Old Waste Connections share they owned. Immediately following the completion of the Progressive Waste acquisition , New Waste Connections also completed (i) a consolidation whereby every 2.076843 common shares outstanding were converted into one common share (the “ Consolidation ”) and (ii) an amalgamation with a wholly-owned subsidiary whereby its legal name was changed from Progressive Waste Solutions Ltd. to Waste Connections, Inc. (the “ Amalgamation ”). Upon completion of the Progressive Waste acquisition , Old Waste Connections’ former stockholders owned approximately 70% of the C ompany, and Progressive Waste ’s former shareholders owned approximately 30% . All share amounts stated herein reflect shares on a post-Consolidation basis . Following the completion of the Progressive Waste acquisition, the Consolidation and the Amalgamation, on June 1, 2016, the post-Consolidation common shares of New Waste Connections (the “Common Shares”) commenced trading on the Toronto Stock Exchange (the “TSX”) and on the NYSE under the ticker symbol “WCN.” The common stock of Old Waste Connections, which traded previously under the symbol “WCN,” ceased trading on, and has been delisted from, the NYSE. The transaction was accounted for as a reverse merger using the acquisition method of accounting. Old Waste Connections has been identified as the acquirer for accounting purposes and the acquisition method of accounting has been applied. Identifying the acquirer requires various considerations including the relative voting rights post-closing, the size of minority voting interests and the composition of the board of directors and senior management. Based on these considerations, Old Waste Connections ’ former stockholders hold a majority of the post-closing voting rights of the combined company and both the post-closing composition of the board of directors and senior management are most closely aligned with Old Waste Connections. The Progressive Waste acquisition provided the Company with significant strategic and financial benefits including enhanced size and revenue diversification , increased earnings and cash flow s and better access to capital markets. The results of operations from the acquired Progressive Waste operations have been included in the Company’s C ondensed C onsolidated F inancial S tatements from June 1, 2016, the acquisition date. Total revenues during the period from June 1, 2016 to June 30, 2016, generated from the operations acquired in the Progressive Waste acquisition and included within consolidated revenues , were $174,019 . Total pre-tax earnings during the period from June 1, 2016 to June 30, 2016, generated from the operations acquired in the Progressive Waste acquisition and included within consolidated income before income taxes, were $25,574 . The following table summarizes the consideration transferred to acquire Progressive Waste and the preliminary amounts of identifiable assets acquired and liabilities assumed: Fair value of consideration transferred: Shares issued $ 3,503,162 Debt assumed 1,729,274 5,232,436 Less: cash acquired (65,745) Net fair value of consideration transferred 5,166,691 Recognized amounts of identifiable assets acquired and liabilities assumed associated with the business acquired: Accounts receivable 231,496 Prepaid expenses and other current assets 28,271 Restricted assets 16,552 Property and equipment 2,083,607 Contracts 210,412 Customer lists 235,503 Other intangibles 218,499 Other assets 5,944 Accounts payable and accrued liabilities (267,355) Deferred revenue (35,729) Contingent consideration (12,765) Other long-term liabilities (185,545) Deferred income taxes (224,116) Total identifiable net assets 2,304,774 Goodwill $ 2,861,917 Following the merger of Merger Sub into Old Waste Connections, and the issuance of 2.076843 New Waste Connections shares for each Old Waste Connections share as a result of the Consolidation, the Company issued an additional 52,145,919 common shares at $67.18 , the closing price on the NYSE of New Waste Connections common shares on June 1, 2016 as share consideration for the Progressive Waste acquisition . The Company assumed $1,729,27 4 of debt in the acquisition, consisting of $1,659,46 5 of amounts outstanding under the Progressive Waste credit facilities that were repaid in full following the close of the acquisition, $64,000 of tax-exempt bonds and $5,809 of other long-term debt. See Note 8 for further discussion of the debt assumed. Contingent consideration acquired consists primarily of two amounts payable to the former owners of an acquisition completed by Progressive Waste in 2015. The first contingent amount payable is based on the acquired operations exceeding earnings targets specified in the purchase agreement over a one-year period ending September 30, 2017. There is no limit to this contingent amount payable under the terms of the purchase agreement, the fair value of which was computed at $7,315 , based upon applying a discount rate of 2.0% to the probability assessment of the expected future cash flows over the period in which the obligation is expected to be settled. The second contingent amount payable has a maximum possible payment of $5,000 , representing a purchase price holdback payable to the former owners subject to the satisfaction of various business performance conditions through December 31, 2016. The goodwill acquired is primarily attributable to growth opportunities at operations acquired in the Progressive Waste acquisition and synergies that are expected to arise as a result of the acquisition. The expected tax deductible amount of the goodwill acquired is $303,594 . The fair value of acquired working capital related to Progressive Waste is provisional pending final resolution of information that existed at the acquisition date to support the fair value of the assets acquired and liabilities assumed. The fair value related to certain other assets and liabilities is provisional as well, based on information existing at the acquisition date, and is subject to change. Measurement period adjustments will be evaluated to determine whether they relate to facts and circumstances that existed at the acquisition date. Any measurement period adjustments recorded will be recognized in the reporting period in which they are identified. The gross amount of trade receivables due under contracts is $239,107 , of which $7,611 is expected to be uncollectible. The Company did not acquire any other class of receivable as a result of the Progressive Waste acquisition. The Company incurred $31,559 of acquisition-related costs for the Progressive Waste acquisition during the six months ended June 30, 2016. These expenses are included in Selling, general and administrative expenses in the Company’s Condensed Consolidated Statements of Net Income. Other Acquisitions The Company acquired eight individually immaterial non-hazardous solid waste collection businesses during the six months ended June 30 , 2016. The total acquisition-related costs incurred during the six months ended June 30, 2016 for these acquisitions was $636 . These expenses are included in Selling, general and administrative expenses in the Company’s Condensed Consolidated Statements of Net Income. 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 June 30, 2016, 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. In addition to the acquisitions of Shale Gas and DNCS, t he Company acquired five individually immaterial non-hazardous solid waste collection businesses during the six months ended June 30 , 2015. The total acquisition-related costs incurred during the six months ended June 30, 2015 for these acquisitions was $ 594 . These expenses are included in Selling, general and administrative expenses in the Company’s Condensed Consolidated Statements of Net Income. The results of operations of these acquired businesses have been included in the Company’s Condensed Consolidated Financial Statements from their respective acquisition dates. The Company expects these acquired businesses to contribute towards the achievement of the Company’s strategy to expand through acquisitions. Goodwill acquired is attributable to the synergies and ancillary growth opportunities expected to arise after the Company’s acquisition of these businesses. The following table summarizes the consideration transferred to acquire these businesses and the preliminary amounts of identifiable assets acquired and liabilities assumed at the acquisition dates for these individually immaterial acquisitions consummated in the six months ended June 30, 2016 and 2015: 2016 Acquisitions 2015 Acquisitions Fair value of consideration transferred: Cash $ 12,541 $ 91,724 Notes issued to sellers - 5,088 12,541 96,812 Recognized amounts of identifiable assets acquired and liabilities assumed associated with businesses acquired: Accounts receivable 486 4,997 Prepaid expenses and other current assets 476 384 Property and equipment 2,782 23,479 Long-term franchise agreements and contracts - 1,611 Customer lists 5,001 2,035 Permits - 34,998 Indefinite-lived intangibles - 1,257 Other intangibles - 2,073 Other assets 261 976 Accounts payable and accrued liabilities (741) (1,371) Deferred revenue (610) (1,647) Contingent consideration (345) (515) Total identifiable net assets 7,310 68,277 Goodwill $ 5,231 $ 28,535 The acquisitions of eight non-hazardous solid waste collection businesses resulted in goodwill acquired during the six months ended June 30, 2016, totaling $5,231 , which is expected to be deductible for tax purposes. Goodwill acquired during the six months ended June 30, 2015, totaling $28,535 , is expected to be deductible for tax purposes. The fair value of acquired working capital related to eight individually immaterial acquisitions completed during the six months ended June 30, 2016, is provisional pending receipt of information from the acquirees to support the fair value of the assets acquired and liabilities assumed. Any adjustments recorded relating to finalizing the working capital for these eight acquisitions are not expected to be material to the Company’s financial position. The gross amount of trade receivables due under contracts acquired during the six months ended June 30, 2016, is $876 , of which $390 is expected to be uncollectible. The gross amount of trade receivables due under contracts acquired during the six months ended June 30, 2015, is $5,255 , of which $258 is expected to be uncollectible . The Company did not acquire any other class of receivable as a result of the acquisitions of these businesses. Pro Forma Results of Operations The following pro forma results of operations assume that the Company’s acquisition of Progressive Waste and its other acquisitions that were collectively insignificant, occurring during the six months ended June 30, 2016 and 2015, were acquired as of January 1, 2015 (unaudited): Six Months Ended June 30, 2016 2015 Total revenue $ 2,051,327 $ 2,033,087 Net income 178,058 169,122 Basic income per share 1.02 0.96 Diluted income per share 1.01 0.96 The unaudited pro forma results of operations do not purport to be indicative of the results of operations which actually would have resulted had the acquisitions occurred on January 1, 2015, nor are they necessarily indicative of future operating results. The above unaudited pro forma financial information includes adjustments to acquisition expenses incurred by the Company and the acquired businesses, severance payments to employees terminated as a result of the acquisitions, equity-based compensation expenses incurred as a result of accelerated vesting resulting from the Progressive Waste acquisition, interest expense on new and refinanced debt attributable to the acquisitions, expenses incurred by Progressive Waste to terminate interest rate swaps resulting from its credit facility being terminated, depreciation expense on acquired property and equipment, amortization of identifiable intangible assets acquired, accretion of closure and post-closure interest expense on acquired landfills and provision for income taxes . |
Intangible Assets, Net
Intangible Assets, Net | 6 Months Ended |
Jun. 30, 2016 | |
Intangible Assets, Net [Abstract] | |
Intangible Assets, Net | 7. INTANGIBLE ASSETS, NET Intangible assets, exclusive of goodwill, consisted of the following at June 30, 2016: Gross Carrying Amount Accumulated Amortization Accumulated Impairment Loss Net Carrying Amount Finite-lived intangible assets: Long-term franchise agreements and contracts $ 421,143 $ (68,745) $ - $ 352,398 Customer lists 415,091 (108,192) - 306,899 Permits and other 300,154 (15,515) - 284,639 1,136,388 (192,452) - 943,936 Indefinite-lived intangible assets: Solid waste collection and transportation permits 152,761 - - 152,761 Material recycling facility permits 42,283 - - 42,283 E&P facility permits 59,855 - (38,351) 21,504 254,899 - (38,351) 216,548 Intangible assets, exclusive of goodwill $ 1,391,287 $ (192,452) $ (38,351) $ 1,160,484 The weighted-average amortization period of long-term franchise agreements and contracts acquired during the six months ended June 30, 2016 was 15.6 years. The weighted-average amortization period of customer lists acquired during the six months ended June 30, 2016 was 11.6 years. The weighted-average amortization period of finite-lived permits and other acquired during the six months ended June 30, 2016 was 20.0 years. Intangible assets, exclusive of goodwill, consisted of the following at December 31, 2015: Gross Carrying Amount Accumulated Amortization Accumulated Impairment Loss Net Carrying Amount Finite-lived intangible assets: Long-term franchise agreements and contracts $ 210,384 $ (60,205) $ - $ 150,179 Customer lists 173,855 (96,941) - 76,914 Permits and other 81,240 (13,587) - 67,653 465,479 (170,733) - 294,746 Indefinite-lived intangible assets: Solid waste collection and transportation permits 152,761 - - 152,761 Material recycling facility permits 42,283 - - 42,283 E&P facility permits 59,855 - (38,351) 21,504 254,899 - (38,351) 216,548 Intangible assets, exclusive of goodwill $ 720,378 $ (170,733) $ (38,351) $ 511,294 Estimated future amortization expense for the next five years relating to finite-lived intangible assets is as follows: For the year ending December 31, 2016 $ 72,988 For the year ending December 31, 2017 $ 99,971 For the year ending December 31, 2018 $ 93,897 For the year ending December 31, 2019 $ 84,294 For the year ending December 31, 2020 $ 76,235 |
Long-Term Debt
Long-Term Debt | 6 Months Ended |
Jun. 30, 2016 | |
Long-Term Debt [Abstract] | |
Long-Term Debt | 8 . LONG-TERM DEBT Long-term debt consists of the following: June 30, 2016 December 31, 2015 Revolver under Credit Agreement, bearing interest ranging from 1.66 % to 3.75 % (a) $ 457,026 $ - Term loan under Credit Agreement, bearing interest at 1.66 % (a) 1,637,500 - Revolver under prior credit agreement, bearing interest ranging from 1.44% to 3.70% (b) - 390,000 Term loan under prior credit agreement, bearing interest at 1.44% (b) - 800,000 2016 Notes, bearing interest at 3.30% - 100,000 2018 Notes, bearing interest at 4.00% 50,000 50,000 2019 Notes, bearing interest at 5.25 % 175,000 175,000 2021 Notes, bearing interest at 4.64% 100,000 100,000 New 2021 Notes, bearing interest at 2.39% 150,000 - 2022 Notes, bearing interest at 3.09% 125,000 125,000 2023 Notes, bearing interest at 2.75% 200,000 - 2025 Notes, bearing interest at 3.41% 375,000 375,000 2026 Notes, bearing interest at 3.03% 400,000 - Tax-exempt bonds, bearing interest ranging from 0.46 % to 0.49 % (a) 95,430 31,430 Notes payable to sellers and other third parties, bearing interest at 3.0 % to 24.8 % (a) 15,027 10,855 3,779,983 2,157,285 Less – current portion (1,575) (2,127) Less – debt issuance costs (17,101) (8,031) $ 3,761,307 $ 2,147,127 ____________________ (a) Interest rates represent the interest rates incurred at June 30, 2016 . ( b ) Interest rates represent the interest rates incurred at December 31, 2015 . Summary of Changes in Debt Related to Progressive Waste Acquisition On June 1, 2016, the Company assumed $1,729,27 4 of debt in the Progressive Waste acquisition consisting of $1,659,46 5 of amounts outstanding under Progressive Waste’s prior Amended and Restated Credit Agreement, dated as of June 30, 2015, among Progressive Waste, Bank of America, N.A., acting through its Canada branch, as global agent, Bank of America, N.A., as the U.S. agent, and the other lenders and financial institutions party thereto (the “2015 Progressive Waste Credit Agreement ”) , $64,000 of tax-exempt bonds and $5,809 of other long-term debt. On June 1, 2016, the Company terminated the 2015 Progressive Waste Credit Agreement. Also on June 1, 2016, Old Waste Connections terminated a Revolving Credit and Term Loan Agreement, dated as of January 26, 2015, by and among Old Waste Connections, Bank of America, N.A., as the administrative agent and swing line lender and letter of credit issuer, and certain lenders and other financial institutions party thereto (the “ 2015 Old Waste Connections Credit Agreement ,” and together with the 2015 Progressive Waste Credit Agreement, the “ Prior Credit Agreements ”). On June 1, 2016, the Company also entered into several financing agreements, including a Revolving Credit and Term Loan Agreement (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”) with Bank of America, N.A., acting through its Canada Branch, as global agent, the swing line lender and letter of credit issuer, Bank of America, N.A., as the U.S. Agent and a letter of credit issuer, the lenders (the “ Lenders ”) and any other financial institutions from time to time party thereto and a Master Note Purchase Agreement (as amended, restated, amended and restated, assumed, supplemented or modified from time to time, the “ 2016 NPA ”) with certain accredited institutional investors, as more fully described below. Proceeds from the borrowings under the Credit Agreement were used initially to refinance indebtedness of the Company and its subsidiaries under the Prior Credit Agreements and for the payment of transaction fees and expenses related to the Progressive Waste acquisition. The Company used proceeds from the sale of the 2016 Senior Notes (defined below) to refinance existing indebtedness and for general corporate purposes. New Credit Agreement As described above, on June 1, 2016, the Company entered into the Credit Agreement , which has a scheduled maturity date of June 1, 2021. Details of the Credit Agreement at June 30, 2016 are as follows: Revolver under Credit Agreement Available $ 845,857 Letters of credit outstanding $ 259,617 Total amount drawn, as follows: $ 457,026 Amount drawn – U.S. based LIBOR loan $ 22,500 Interest rate applicable – U.S. based LIBOR loan 1.66% Amount drawn – U.S. based base rate loan $ 15,200 Interest rate applicable - U.S. based base rate loan 3.75% Amount drawn – Canadian prime rate loan $ 17,680 Interest rate applicable - Canadian prime rate loan 2.95% Amount drawn – Canadian BA loan $ 401,646 Interest rate applicable – Canadian BA loan 2.08% Commitment – rate applicable 0.15% Term loan under Credit Agreement Amount drawn – U.S. based LIBOR loan $ 1,637,500 Interest rate applicable – U.S. based LIBOR loan 1.66% Pursuant to the terms and conditions of the Credit Agreement, the Lenders have committed to provide a $3,200,000 credit facility to the Company, consisting of (i) revolving advances up to an aggregate principal amount of $1,562,500 at any one time outstanding, and (ii) a term loan in an aggregate principal amount of $1,637,500 , which term loan was fully drawn at closing. As part of the aggregate commitments under the revolving advances, the Credit Agreement provides for letters of credit to be issued at the request of the Company in an aggregate amount not to exceed $500,000 and for swing line loans to be issued at the request of the Company in an aggregate amount not to exceed the lesser of $75,000 and the aggregate commitments under the revolving advances. This swing line sublimit is part of, and not in addition to, the aggregate commitments under the revolving advances. In addition, certain existing letters of credit in place under the Prior Credit Agreements are continued and now deemed issued under and governed by the terms of the Credit Agreement. Subject to certain specified conditions and additional deliveries, the Company has the option to request increases in the aggregate commitments for revolving advances and one or more additional term loans, provided that (i) the aggregate principal amount of such requests does not exceed $500,000 and (ii) the aggregate principal amount of commitments and term loans under the credit facility does not exceed $3,700,000 . The Company has $7,015 of debt issuance costs related to the Credit Agreement recorded in Other assets, net in the Condensed Consolidated Balance Sheets at June 30, 2016, which are being amortized through the maturity date, or June 1, 2021 . Advances are available under the Credit Agreement in U.S. dollars and Canadian dollars. Interest accrues on the term loan at a LIBOR rate or a base rate, at the Company’s option, plus an applicable margin. Interest accrues on revolving advances, at the Company’s option, (i) at a LIBOR rate or a base rate for U.S. dollar borrowings, plus an applicable margin, and (ii) at the Canadian prime rate for Canadian dollar borrowings, plus an applicable margin. Canadian dollar borrowings are also available by way of bankers' acceptances or BA equivalent loans (“BA loans”), subject to the payment of a drawing fee. The fees for letters of credit in US dollars and Canadian dollars are also based on the applicable margin. The applicable margin used in connection with interest rates and fees is based on the Company’s leverage ratio. The applicable margin for LIBOR rate loans, drawing fees for bankers' acceptance and BA loans and letter of credit fees ranges from 1.00% to 1.50% , and the applicable margin for base rate loans, Canadian prime rate loans and swing line loans ranges from 0.00% to 0.50% . The Company will also pay a fee based on its leverage ratio on the actual daily unused amount of the aggregate revolving commitments. The borrowings under the Credit Agreement are unsecured. Proceeds from the borrowings under the Credit Agreement may be used on a go forward basis (i) to finance acquisitions permitted under the Credit Agreement, and (ii) for capital expenditures, working capital, letters of credit, and general corporate purposes. The Credit Agreement contains customary representations, warranties, covenants and events of default, including, among others, a change of control event of default and limitations on the incurrence of indebtedness and liens, new lines of business, mergers, transactions with affiliates and burdensome agreements. The Credit Agreement includes a financial covenant limiting, as of the last day of each fiscal quarter, the ratio of (a) (i) Consolidated Total Funded Debt (as defined in the Credit Agreement) as of such date less (ii) the sum of cash and cash equivalents of the Company and its subsidiaries on a dollar-for-dollar basis as of such date in excess of $50,000 up to a maximum of $200,000 (such that the maximum amount of reduction pursuant to this calculation does not exceed $150,000 ) to (b) Consolidated EBITDA (as defined in the Credit Agreement), measured for the preceding 12 months, to not more than 3.50 to 1.00 (or 3.75 to 1.00 during material acquisition periods, subject to certain limitations). The Credit Agreement also includes a financial covenant requiring the ratio of Consolidated EBIT (as defined in the Credit Agreement) to Consolidated Total Interest Expense (as defined in the Credit Agreement), in each case, measured for the preceding 12 months, to be not less than 2.75 to 1.00. During the continuance of an event of default, the Lenders may take a number of actions, including, among others, declaring the entire amount then outstanding under the Credit Agreement to be due and payable. As of June 30, 2016, the Company was in compliance with all applicable covenants in the Credit Agreement . 2015 Old Waste Connections Credit Agreement The 2015 Old Waste Connections Credit Agreement provided revolving advances up to an aggregate principal amount of $1,200,000 at any one time outstanding (the “revolver”), a term loan in an aggregate principal amount of $800,000 (the “term loan”) and letters of credit to be issued at the request of Old Waste Connections in an aggregate amount not to exceed $250,000 . As of December 31, 2015, $800,000 under the term loan and $390,000 under the revolver were outstanding under the 2015 Old Waste Connections Credit Agreement, exclusive of outstanding standby letters of credit of $78,373 . As of December 31, 2015, Old Waste Connections was in compliance with all applicable covenants in the 2015 Old Waste Connections Credit Agreement . Interest accrued on advances on the revolver, at Old Waste Connections’ option, at a LIBOR rate plus the applicable LIBOR margin (for a total rate of 1.44% at December 31, 2015) on LIBOR loans or a base rate plus an applicable margin (for a total rate of 3.70% at December 31, 2015) on base rate and swing line loans for each interest period. The issuing fees for all letters of credit were also based on an applicable margin. The applicable margin used in connection with interest rates and fees was based on Old Waste Connections’ consolidated leverage ratio. The applicable margin for LIBOR rate loans and letter of credit fees was 1.20% at December 31, 2015 and the applicable margin for base rate loans and swing line loans was 0.50% at December 31, 2015. As of December 31, 2015, $385,000 of the borrowings outstanding under the revolver were in LIBOR loans and $5,000 of the borrowings outstanding under the revolver were in swing line loans. Outstanding amounts on the term loan could be either base rate loans or LIBOR loans. At December 31, 2015, all amounts outstanding under the term loan were in LIBOR loans which bore interest at the LIBOR rate plus the applicable LIBOR margin (for a total rate of 1.44% at December 31, 2015). The applicable margin was based on Old Waste Connections’ consolidated leverage ratio. The applicable margin for LIBOR rate loans was 1.20% at December 31, 2015. Old Waste Connections paid a fee based on its consolidated leverage ratio on the actual daily unused amount of the aggregate revolving commitments ( 0.15% as of December 31, 2015). 2016 Master Note Purchase Agreement As described above, on June 1, 2016, the Company entered into the 2016 NPA pursuant to which the Company issued and sold to the investors $750,000 aggregate principal amount of senior unsecured notes consisting of (i) $150,000 of 2.39% series 2016 senior notes, tranche A due June 1, 2021 (the “New 2021 Notes”), (ii) $200,000 of 2.75% series 2016 senior notes, tranche B due June 1, 2023 (the “2023 Notes”) and (iii) $400,000 of 3.03% series 2016 senior notes, tranche C due June 1, 2026 (the “2026 Notes”) (collectively, the “ 2016 Senior Notes ”) in a private placement. The 2016 Senior Notes bear interest at fixed rates with interest payable in arrears semi-annually on the first day of June and December, commencing on December 1, 2016, and on the respective maturity dates, until the principal thereunder becomes due and payable. The Company is amortizing the $5,319 of debt issuance costs through the maturity dates of the respective notes. Under the terms and conditions of the 2016 NPA, the Company is authorized to issue and sell notes in the aggregate principal amount of $1,500,000 , inclusive of the outstanding $750,000 aggregate principal amount of 2016 Senior Notes issued and sold by the Company on June 1, 2016, provided that the purchasers of the 2016 Senior Notes shall not have any obligation to purchase any additional notes issued pursuant to the 2016 N PA. The 2016 Senior Notes are unsecured obligations and rank pari passu with obligations under the Credit Agreement and the 2008 Notes (defined below). Certain subsidiaries of the Company have executed a subsidiary guaranty in relation to the Company’s obligations under the 2016 NPA. The 2016 Senior Notes are subject to representations, warranties, covenants and events of default customary for a private placement of senior unsecured notes. Upon the occurrence of an event of default, payment of the 2016 Senior Notes may be accelerated by the holders of the 2016 Senior Notes. The 2016 Senior Notes may also be prepaid by the Company at any time at par plus a make whole amount determined by the amount of the excess, if any, to the discounted value of the remaining scheduled payments with respect to the called principal of such 2016 Senior Notes minus the amount of such called principal, provided that the make whole shall in no event be less than zero. The discounted value is determined using market-based discount rates. In addition, the Company will be required to offer to prepay the 2016 Senior Notes upon certain changes in control. The 2016 NPA also contemplates certain offers of prepayments for specified tax reasons or certain noteholder sanctions events. 2008 Master Note Purchase Agreement On June 1, 2016, prior to the closing of the Progressive Waste acquisition, Old Waste Connections, certain subsidiaries of Old Waste Connections (together with Old Waste Connections, the “ Obligors ”) and certain holders of the 2008 Notes (defined below) entered into that certain Amendment No. 6 (the “ Sixth Amendment ”) to that certain Master Note Purchase Agreement, dated July 15, 2008 (the “ 2008 NPA ”), as amended by Amendment No. 1 to the 2008 NPA dated as of July 20, 2009 (the “ First Amendment ”), as supplemented by First Supplement to the 2008 NPA dated as of October 26, 2009 (the “ First Supplement ”), as amended by Amendment No. 2 to the 2008 NPA dated as of November 24, 2010 (the “ Second Amendment ”), as supplemented by Second Supplement to the 2008 NPA dated as of April 1, 2011 (the “ Second Supplement ”), as amended by Amendment No. 3 to the 2008 NPA dated as of October 12, 2011 (the “ Third Amendment ”), as amended by Amendment No. 4 to the 2008 NPA dated as of August 9, 2013 (the “ Fourth Amendment ”), as amended by Amendment No. 5 to the 2008 NPA dated as of February 20, 2015 (the “ Fifth Amendment ”), and as supplemented by Third Supplement to the 2008 NPA dated as of June 11, 2015 (the “ Third Supplement ”) (the 2008 NPA, as so amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to June 1, 2016, the “ Amended 2008 NPA ”). The Sixth Amendment, among other things, provides certain amendments to the Amended 2008 NPA to facilitate (i) the Progressive Waste acquisition and related transactions contemplated thereunder, (ii) the Company’s assumption of the Obligors’ obligations under the Assumed 2008 NPA (defined below) pursuant to the Assumption Agreement (defined below) upon the consummation of the Progressive Waste acquisition, (iii) the release of and/or reconstitution of obligations as a guaranty for certain Obligors, and (iv) additional amendments to the Amended 2008 NPA (beyond those in the Sixth Amendment) which were effective upon the Company’s assumption of the Obligor’s obligations under the Assumed 2008 NPA pursuant to the Assumption Agreement. On June 1, 2016, f ollowing the closing of the Progressive Waste acquisition , the Company entered into that certain Assumption and Exchange Agreement (as amended, restated, amended and restated, supplemented or modified from time to time, the “ Assumption Agreement ”) with Old Waste Connections, to and in favor of the holders of the notes issued from time to time under the Amended 2008 NPA as further amended by the Sixth Amendment (the Amended 2008 NPA as amended by the Sixth Amendment and as further modified by the Assumption Agreement, the “ Assumed 2008 NPA ”). Pursuant to the terms and conditions of the Assumed 2008 NPA, the Company has $825,000 of outstanding senior unsecured notes (the “ 2008 Notes ”) at June 30, 2016 consisting of (i) $175,000 of 5.25% senior notes due 2019 (the “2019 Notes”), (ii) $50,000 of 4.00% senior notes due 2018 (the “2018 Notes”), (iii) $100,000 of 4.64% senior notes due 2021 (the “2021 Notes”), (iv) $ 125,000 of 3.09% senior notes due 2022 (the “2022 Notes”) and (v) $375,000 of 3.41% senior notes due 2025 (the “2025 Notes”), in each case, that were sold previously in a private placement. Under the terms and conditions of the Assumed 2008 NPA, the Company is authorized to issue and sell notes in the aggregate principal amount of $1,250,000 , inclusive of the outstanding $825,000 aggregate principal amount of 2008 Notes assumed by the Company on June 1, 2016, provided that the purchasers of the 2008 Notes shall not have any obligation to purchase any additional notes issued pursuant to the Assumed 2008 NPA. The 2008 Notes are unsecured obligations and rank pari passu with obligations under the Credit Agreement and the 2016 Senior Notes. Certain subsidiaries of the Company have executed a subsidiary guaranty in relation to the Company’s obligations under the Assumed 2008 NPA. The subsidiaries executing a guaranty in relation to the Assumed 2008 NPA are the same set of subsidiaries that executed a guaranty in relation to the 2016 NPA and the same set of subsidiaries that are guarantors under the Credit Agreement. The 2008 Notes are subject to representations, warranties, covenants and events of default customary for a private placement of senior unsecured notes. Upon the occurrence of an event of default, payment of the 2008 Notes may be accelerated by the holders of the 2008 Notes. The 2008 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 payments on the 2008 Notes, using a market-based discount rate. In addition, the Company will be required to offer to prepay the 2008 Notes upon certain changes in control; however, no such prepayment offer was accepted in connection with the Progressive Waste acquisition. The Assumed 2008 NPA also contemplates certain offers of prepayments for specified tax reasons or certain noteholder sanctions events. 2016 Notes Old Waste Connections fully redeemed the 2016 Notes on April 1, 2016, using borrowings under the 2015 Old Waste Connections C redit A greement . |
Segment Reporting
Segment Reporting | 6 Months Ended |
Jun. 30, 2016 | |
Segment Reporting [Abstract] | |
Segment Reporting | 9 . 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 five geographic operating segments and its E&P segment , which includes the majority of the Company’s E&P waste treatment and disposal operations. The Company’s five 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. In June 2016, as a result of the Progressive Waste acquisition , described in Note 6, the Company formed two new geographic operating segments, Canada and Southern, and realigned its reporting structure at its existing Central and Eastern segments. The Company’s segment realignment consisted of the transfer of certain operations in Texas and Louisiana from its Central segment to its Southern segment and the transfer of certain operations in Tennessee, Mississippi and Alabama from its Eastern segment to its Southern segment. The Progressive Waste acquisition did not impact the Company’s Western or E&P segments. The segment information presented her ein reflects the realignment of these districts. Under the current orientation, the Company’s Western segment services customers located in Alaska, California, Idaho, Montana, Nevada, Oregon, Washington and western Wyoming; the Company’s Eastern segment services customers located in Illinois, Iowa, Kentucky, Maryland, Massachusetts, Michigan, New Jersey, New York, North Carolina, Pennsylvania, South Carolina, eastern Tennessee, Vermont, Virginia, Wisconsin and the District of Columbia; the Company’s Canada segment services customers located in the provinces of Alberta, British Columbia, Manitoba, Ontario, Quebec and Saskatchewan; the Company’s Central segment services customers located in Arizona, Colorado, Kansas, Louisiana, Minnesota, Missouri, Nebraska, New Mexico, Oklahoma, South Dakota, western Texas, Utah and eastern Wyoming; and the Company’s Southern segment services customers located in Alabama, Florida, Louisiana, Mississippi, western Tennessee and southern Texas. The E&P segment services E&P customers located 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, amor tization, other operating items, other income (expense) and foreign currency transaction gain (loss). 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 9. Summarized financial information concerning the Company’s reportable segments for the three and six months ended June 30, 2016 and 2015, is shown in the following tables: Three Months Ended June 30, 2016 Revenue Intercompany Revenue (b) Reported Revenue Segment EBITDA (c) Western $ 265,911 $ (29,480) $ 236,431 $ 79,835 Eastern 168,824 (26,240) 142,584 44,824 Canada 70,103 (9,518) 60,585 23,555 Central 157,997 (18,327) 139,670 52,578 Southern 137,169 (16,618) 120,551 27,228 E&P 31,002 (3,184) 27,818 6,485 Corporate (a) - - - (75,865) $ 831,006 $ (103,367) $ 727,639 $ 158,640 Three Months Ended June 30, 2015 Revenue Intercompany Revenue (b) Reported Revenue Segment EBITDA (c) Western $ 248,183 $ (25,795) $ 222,388 $ 73,015 Eastern 111,797 (18,932) 92,865 29,622 Central 143,055 (15,349) 127,706 46,353 Southern 42,309 (6,265) 36,044 8,451 E&P 55,427 (3,118) 52,309 16,331 Corporate (a) - - - 2,839 $ 600,771 $ (69,459) $ 531,312 $ 176,611 Six Months Ended June 30, 2016 Revenue Intercompany Revenue (b) Reported Revenue Segment EBITDA (c) Western $ 512,775 $ (57,111) $ 455,664 $ 153,625 Eastern 297,040 (46,660) 250,380 79,438 Canada 70,103 (9,518) 60,585 23,555 Central 291,895 (32,288) 259,607 96,431 Southern 180,135 (22,665) 157,470 36,717 E&P 64,098 (5,485) 58,613 13,034 Corporate (a) - - - (84,353) $ 1,416,046 $ (173,727) $ 1,242,319 $ 318,447 Six Months Ended June 30, 2015 Revenue Intercompany Revenue (b) Reported Revenue Segment EBITDA (c) Western $ 477,248 $ (49,234) $ 428,014 $ 141,907 Eastern 212,638 (35,331) 177,307 56,493 Central 269,664 (28,241) 241,423 88,215 Southern 82,155 (11,660) 70,495 16,985 E&P 126,630 (6,457) 120,173 37,462 Corporate (a) - - - 2,381 $ 1,168,335 $ (130,923) $ 1,037,412 $ 343,443 ____________________ (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 six operating segments. For the three and six months ended June 30, 2016, amounts also include costs associated with the Progressive Waste acquisition. (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 Old Waste Connections’ most recent Annual Report on Form 10-K, with the exception of foreign currency transaction gains (losses) for which the accounting policy is disclosed in Note 2 in these Condensed Consolidated Financial Statements. Total assets for each of the Company’s reportable segments at June 30, 2016 and December 31, 2015, were as follows: June 30, 2016 December 31, 2015 Western $ 1,502,284 $ 1,498,296 Eastern 1,534,396 1,062,761 Canada 2,668,924 - Central 1,285,706 1,070,505 Southern 2,793,763 259,046 E&P 1,085,546 1,115,234 Corporate 222,933 115,956 Total Assets $ 11,093,552 $ 5,121,798 The following tables show changes in goodwill during the six months ended June 30, 2016 and 2015, by reportable segment: Western Eastern Canada Central Southern E&P Total Balance as of December 31, 2015 $ 373,820 $ 499,237 $ - $ 472,425 $ - $ 77,343 $ 1,422,825 Goodwill transferred (a) - (39,705) - (56,005) 95,710 - - Goodwill acquired 2,673 70,723 1,510,220 42,113 1,241,419 - 2,867,148 Impact of changes in foreign currency - - 9,490 - - - 9,490 Balance as of June 30, 2016 $ 376,493 $ 530,255 $ 1,519,710 $ 458,533 $ 1,337,129 $ 77,343 $ 4,299,463 Western Eastern Central Southern E&P Total Balance as of December 31, 2014 $ 372,915 $ 392,423 $ 460,381 $ - $ 468,070 $ 1,693,789 Goodwill transferred (a) - (55,206) (37,304) 92,510 - - Goodwill acquired 75 6,517 578 37 21,328 28,535 Balance as of June 30, 2015 $ 372,990 $ 343,734 $ 423,655 $ 92,547 $ 489,398 $ 1,722,324 ____________________ (a) In June 2016, as a result of the Progressive Waste acquisition, described in Note 6, the Company realigned its reporting structure and changed its three geographic operating segments (Western, Central and Eastern) to five geographic operating segments (Western, Eastern, Canada, Central and Southern). Additionally, the Company realigned certain of the Company’s districts between operating segments. This realignment resulted in the reallocation of goodwill among its segments, which is reflected in the “Goodwill transferred” line item. 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 is as follows: Three months ended June 30, Six months ended June 30, 2016 2015 2016 2015 Western segment EBITDA $ 79,835 $ 73,015 $ 153,625 $ 141,907 Eastern segment EBITDA 44,824 29,622 79,438 56,493 Canada segment EBITDA 23,555 - 23,555 - Central segment EBITDA 52,578 46,353 96,431 88,215 Southern segment EBITDA 27,228 8,451 36,717 16,985 E&P segment EBITDA 6,485 16,331 13,034 37,462 Subtotal reportable segments 234,505 173,772 402,800 341,062 Unallocated corporate overhead (75,865) 2,839 (84,353) 2,381 Depreciation (84,348) (59,639) (145,245) (116,945) Amortization of intangibles (14,081) (7,264) (21,775) (14,263) Other operating items 3,284 316 3,048 (346) Interest expense (20,485) (15,322) (37,670) (31,018) Other income (expense), net (714) 92 (492) (128) Foreign currency transaction gain 689 - 689 - Income before income tax provision $ 42,985 $ 94,794 $ 117,002 $ 180,743 Unallocated corporate overhead for the three months ended June 30 , 2016, includes $23,037 of direct acquisition costs associated with the Progressive Waste acquisition , $19,4 02 of severance-related expenses payable to personnel of Progressive Waste, $14,322 from the Company paying excise taxes levied on the unvested or vested and undistributed equity-compensation holdings of Old Waste Connection s’ corporate officers resulting from the Progressive Waste acquisition and $13,379 of equity-based compensation expenses associated with Progressive Waste’s equity-based compensation plans assumed by the Company. Unallocated corporate overhead for the six months ended June 30, 2016, includes $31,559 of direct acquisition costs associated with the Progressive Waste acquisition , and the aforementioned charges during the three months ended June 30, 2016 of $19,402 , $14,322 and $13,379 resulting from the Progressive Waste acquisition . The following tables reflect a breakdown of the Company’s revenue and inter-company eliminations for the periods indicated: Three months ended June 30, 2016 Revenue Intercompany Revenue Reported Revenue % of Reported Revenue Solid waste collection $ 502,948 $ (1,778) $ 501,170 68.9% Solid waste disposal and transfer 256,847 (96,815) 160,032 22.0 Solid waste recycling 18,119 (1,393) 16,726 2.3 E&P waste treatment, recovery and disposal 30,734 (3,253) 27,481 3.8 Intermodal and other 22,358 (128) 22,230 3.0 Total $ 831,006 $ (103,367) $ 727,639 100.0% Three months ended June 30, 2015 Revenue Intercompany Revenue Reported Revenue % of Reported Revenue Solid waste collection $ 342,583 $ (981) $ 341,602 64.3% Solid waste disposal and transfer 171,932 (64,838) 107,094 20.1 Solid waste recycling 12,332 (278) 12,054 2.3 E&P waste treatment, recovery and disposal 55,851 (3,362) 52,489 9.9 Intermodal and other 18,073 - 18,073 3.4 Total $ 600,771 $ (69,459) $ 531,312 100.0% Six months ended June 30, 2016 Revenue Intercompany Revenue Reported Revenue % of Reported Revenue Solid waste collection $ 859,546 $ (3,099) $ 856,447 68.9% Solid waste disposal and transfer 426,929 (162,849) 264,080 21.3 Solid waste recycling 28,738 (2,031) 26,707 2.1 E&P waste treatment, recovery and disposal 63,586 (5,620) 57,966 4.7 Intermodal and other 37,247 (128) 37,119 3.0 Total $ 1,416,046 $ (173,727) $ 1,242,319 100.0% Six months ended June 30, 2015 Revenue Intercompany Revenue Reported Revenue % of Reported Revenue Solid waste collection $ 669,588 $ (1,900) $ 667,688 64.4% Solid waste disposal and transfer 314,362 (121,164) 193,198 18.6 Solid waste recycling 23,401 (499) 22,902 2.2 E&P waste treatment, recovery and disposal 128,408 (7,360) 121,048 11.7 Intermodal and other 32,576 - 32,576 3.1 Total $ 1,168,335 $ (130,923) $ 1,037,412 100.0% |
Derivative Financial Instrument
Derivative Financial Instruments | 6 Months Ended |
Jun. 30, 2016 | |
Derivative Financial Instruments [Abstract] | |
Derivative Financial Instruments | 10 . 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 on 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 C redit A greement. The Company’s strategy to achieve that objective involves entering into interest rate swaps. The interest rate swaps outstanding at June 30 , 2016 were specifically designated to the C redit A greement and accounted for as cash flow hedges. At June 30, 2016, the Company’s derivative instruments included ten interest rate swap agreements as follows: Date Entered Notional Amount Fixed Interest Rate Paid* Variable Interest Rate Received Effective Date Expiration Date December 2011 $ 175,000 1.600% 1-month LIBOR February 2014 February 2017 April 2014 $ 100,000 1.800% 1-month LIBOR July 2014 July 2019 May 2014 $ 50,000 2.344% 1-month LIBOR October 2015 October 2020 May 2014 $ 25,000 2.326% 1-month LIBOR October 2015 October 2020 May 2014 $ 50,000 2.350% 1-month LIBOR October 2015 October 2020 May 2014 $ 50,000 2.350% 1-month LIBOR October 2015 October 2020 April 2016 $ 100,000 1.000% 1-month LIBOR February 2017 February 2020 June 2016 $ 75,000 0.850% 1-month LIBOR February 2017 February 2020 June 2016 $ 150,000 0.950% 1-month LIBOR January 2018 January 2021 June 2016 $ 150,000 0.950% 1-month LIBOR January 2018 January 2021 ____________________ * 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 June 30, 2016, the Company’s derivative instruments included two 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 May 2015 300,000 $3.280 DOE Diesel Fuel Index* January 2016 December 2017 May 2015 200,000 $3.275 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 U.S. 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 June 30, 2016, 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) $ (5,964) Other long-term liabilities (10,893) Fuel hedges - Accrued liabilities (b) (4,444) Other long-term liabilities (1,858) Total derivatives designated as cash flow hedges $ - $ (23,159) ____________________ (a) Represents the estimated amount of the existing unrealized losses on interest rate swaps as of June 30, 2016 (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 June 30, 2016 (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, 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 $ (5,425) Other long-term liabilities (4,320) Fuel hedges - Accrued liabilities (5,699) Other long-term liabilities (4,201) Total derivatives designated as cash flow hedges $ - $ (19,645) 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 six months ended June 30, 2016 and 2015: 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 Classification Amount of (Gain) or Loss Reclassified from AOCL into Earnings, Net of Tax (Effective Portion) (b),(c) Three Months Ended June 30, Three Months Ended June 30, 2016 2015 2016 2015 Interest rate swaps $ (2,352) $ 639 Interest expense $ 1,047 $ 639 Fuel hedges 1,017 (1,024) Cost of operations 911 417 Total $ (1,335) $ (385) $ 1,958 $ 1,056 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 Classification Amount of (Gain) or Loss Reclassified from AOCL into Earnings, Net of Tax (Effective Portion) (b),(c) Six Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Interest rate swaps $ (6,493) $ (2,735) Interest expense $ 2,105 $ 1,277 Fuel hedges 210 (1,343) Cost of operations 2,025 797 Total $ (6,283) $ (4,078) $ 4,130 $ 2,074 ___________________ (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 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 six months ended June 30, 2016 and 2015. See Note 14 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 | 6 Months Ended |
Jun. 30, 2016 | |
Fair Value [Abstract] | |
Fair Value of Financial Instruments | 1 1 . 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 June 30 , 2016 and December 31, 2015, 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 June 30 , 2016 and December 31, 2015, 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 June 30, 2016 and December 31, 2015, are as follows: Carrying Value at Fair Value* at June 30, 2016 December 31, 2015 June 30, 2016 December 31, 2015 3.30% Senior Notes due 2016 $ - $ 100,000 $ - $ 100,536 4.00% Senior Notes due 2018 $ 50,000 $ 50,000 $ 52,445 $ 51,860 5.25% Senior Notes due 2019 $ 175,000 $ 175,000 $ 195,728 $ 190,985 4.64% Senior Notes due 2021 $ 100,000 $ 100,000 $ 110,938 $ 107,613 2.39% Senior Notes due 2021 $ 150,000 $ - $ 151,128 $ - 3.09% Senior Notes due 2022 $ 125,000 $ 125,000 $ 130,007 $ 123,516 2.75% Senior Notes due 2023 $ 200,000 $ - $ 202,728 $ - 3.41% Senior Notes due 2025 $ 375,000 $ 375,000 $ 397,099 $ 370,245 3.03% Senior Notes due 2026 $ 400,000 $ - $ 410,477 $ - ______________________ * 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, restricted assets and contingent consideration, refer to Note 13. |
Net Income Per Share Informatio
Net Income Per Share Information | 6 Months Ended |
Jun. 30, 2016 | |
Net Income Per Share Information [Abstract] | |
Net Income Per Share Information | 1 2 . NET INCOME PER SHARE INFORMATION The following table sets forth the calculation of the numerator and denominator used in the computation of basic and diluted net income per common share attributable to the Company’s share holders for the three and six months ended June 30, 2016 and 2015: Three months ended June 30, Six months ended June 30, 2016 2015 2016 2015 Numerator: Net income attributable to Waste Connections for basic and diluted earnings per share $ 27,489 $ 57,360 $ 72,331 $ 109,184 Denominator: Basic shares outstanding 140,203,557 124,079,184 131,496,582 124,044,130 Dilutive effect of options and warrants 38,298 31,246 32,840 36,507 Dilutive effect of restricted share units 345,300 241,632 495,106 279,422 Diluted shares outstanding 140,587,155 124,352,062 132,024,528 124,360,059 |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2016 | |
Fair Value [Abstract] | |
Fair Value Measurements | 1 3 . 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 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 $2.44 to $2.67 at June 30, 2016 and from $2.21 to $2.64 at December 31, 2015. The weighted average DOE index curve used in the DCF model was $2.57 and $2.43 at June 30 , 2016 and December 31, 2015, 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 counterparties’ 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 June 30, 2016 and December 31, 2015, were as follows: Fair Value Measurement at June 30, 2016 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 $ (16,857) $ - $ (16,857) $ - Fuel hedge derivative instruments – net liability position $ (6,302) $ - $ - $ (6,302) Restricted assets $ 56,800 $ - $ 56,800 $ - Contingent consideration $ (56,524) $ - $ - $ (56,524) Fair Value Measurement at December 31, 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 $ (9,745) $ - $ (9,745) $ - Fuel hedge derivative instrument – net liability position $ (9,900) $ - $ - $ (9,900) Restricted assets $ 46,148 $ - $ 46,148 $ - Contingent consideration $ (49,394) $ - $ - $ (49,394) The following table summarizes the changes in the fair value for Level 3 derivatives for the six months ended June 30, 2016 and 2015: Six Months Ended June 30, 2016 2015 Beginning balance $ (9,900) $ (1,979) Realized losses included in earnings 3,274 1,292 Unrealized losses included in AOCL 324 (2,178) Ending balance $ (6,302) $ (2,865) The following table summarizes the changes in the fair value for Level 3 liabilities related to contingent consideration for the six months ended June 30, 2016 and 2015: Six Months Ended June 30, 2016 2015 Beginning balance $ 49,394 $ 70,165 Contingent consideration recorded at acquisition date 13,110 515 Payment of contingent consideration recorded at acquisition date (4,109) (190) Payment of contingent consideration recorded in earnings (132) - Adjustments to contingent consideration (2,495) 833 Interest accretion expense 756 1,762 Ending balance $ 56,524 $ 73,085 |
Other Comprehensive Income (Los
Other Comprehensive Income (Loss) | 6 Months Ended |
Jun. 30, 2016 | |
Other Comprehensive Income (Loss) [Abstract] | |
Other Comprehensive Income (Loss) | 1 4 . 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 six month periods ended June 30, 2016 and 2015, are as follows: Three months ended June 30, 2016 Gross Tax effect Net of tax Interest rate swap amounts reclassified into interest expense $ 1,693 $ (646) $ 1,047 Fuel hedge amounts reclassified into cost of operations 1,473 (562) 911 Changes in fair value of interest rate swaps (3,826) 1,474 (2,352) Changes in fair value of fuel hedges 1,629 (612) 1,017 Foreign currency translation adjustment 12,651 - 12,651 $ 13,620 $ (346) $ 13,274 Three months ended June 30, 2015 Gross Tax effect Net of tax Interest rate swap amounts reclassified into interest expense $ 1,037 $ (398) $ 639 Fuel hedge amounts reclassified into cost of operations 677 (260) 417 Changes in fair value of interest rate swaps 1,036 (397) 639 Changes in fair value of fuel hedges (1,662) 638 (1,024) $ 1,088 $ (417) $ 671 Six months ended June 30, 2016 Gross Tax effect Net of tax Interest rate swap amounts reclassified into interest expense $ 3,403 $ (1,298) $ 2,105 Fuel hedge amounts reclassified into cost of operations 3,274 (1,249) 2,025 Changes in fair value of interest rate swaps (10,514) 4,021 (6,493) Changes in fair value of fuel hedges 324 (114) 210 Foreign currency translation adjustment 12,651 - 12,651 $ 9,138 $ 1,360 $ 10,498 Six months ended June 30, 2015 Gross Tax effect Net of tax Interest rate swap amounts reclassified into interest expense $ 2,072 $ (795) $ 1,277 Fuel hedge amounts reclassified into cost of operations 1,292 (495) 797 Changes in fair value of interest rate swaps (4,437) 1,702 (2,735) Changes in fair value of fuel hedges (2,178) 835 (1,343) $ (3,251) $ 1,247 $ (2,004) A rollforward of the amounts included in AOCL, net of taxes, for the six months ended June 30, 2016 and 2015, is as follows: Fuel Hedges Interest Rate Swaps Foreign Currency Translation Adjustment Accumulated Other Comprehensive Loss Balance at December 31, 2015 $ (6,134) $ (6,037) $ - $ (12,171) Amounts reclassified into earnings 2,025 2,105 - 4,130 Changes in fair value 210 (6,493) - (6,283) Foreign currency translation adjustment - - 12,651 12,651 Balance at June 30, 2016 $ (3,899) $ (10,425) $ 12,651 $ (1,673) Fuel Hedges Interest Rate Swaps Accumulated Other Comprehensive Loss Balance at December 31, 2014 $ (1,221) $ (4,372) $ (5,593) Amounts reclassified into earnings 797 1,277 2,074 Changes in fair value (1,343) (2,735) (4,078) Balance at June 30, 2015 $ (1,767) $ (5,830) $ (7,597) See Note 10 for further discussion on the Company’s derivative instruments. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2016 | |
Stockholders' Equity [Abstract] | |
Stockholders' Equity | 1 5 . S HARE HOLDERS' EQUITY Common Shares Shares of Old Waste Connections common stock were converted into common shares of New Waste Connections, which do not have a stated par value; therefore, the portion of additional paid-in capital representing the amount of common shares issued above par for Old Waste Connections has been reclassified into common shares of New Waste Connections. Common Shares Held in Trust Common shares held in trust consist of shares of New Waste Connections held in a rabbi trust that were acquired by Progressive Waste prior to June 1, 2016 for the benefit of its employees participating in certain equity-based compensation plans. A total of 4 90,112 common shares were held in the rabbi trust on June 1, 2016 when it was acquired by the Company in the Progressive Waste acquisition. Common shares held in trust are classified as treasury shares in the Company’s Condensed Consolidated Balance Sheets. The Company will sell shares out of the rabbi trust as employees exercise restricted share units, which will be settled with cash, under the Progressive Waste equity-based compensation plans that were continued by the Company. During the period of June 1, 2016 to June 30, 2016, the Company sold 115,105 common shares held in the rabbi trust as a result of employees exercising cash-settled restricted share units. Special Shares The Company is authorized to issue an unlimited number of special shares. Holders of special shares are entitled to one vote in matters of the Company for each special share held. The special shares carry no right to receive dividends or to receive the remaining property or assets of the Company upon dissolution or wind-up. At Ju ne 30, 2016, no special shares we re issued. Preferred Shares The Company is authorized to issue an unlimited number of preferred shares, issuable in series. Each series of preferred shares issued shall have rights, privileges, restrictions and conditions as determined by the Board of Directors prior to their issuance. Preferred shareholders are not entitled to vote, but take preference over the common shareholders rights in the remaining property and assets of the Company in the event of dissolution or wind-up. At June 30, 2016, no preferred shares we re issued . Share -Based Compensation Restricted Share Units – New Waste Connections A summary of activity related to restricted share units (“RSUs”) during the six - month period ended June 30, 2016, is presented below: Unvested Shares Outstanding at December 31, 2015 1,007,301 Granted 285,691 Forfeited (13,935) Vested and Issued (397,819) Vested and Unissued (27,362) Outstanding at June 30, 2016 853,876 The weighted average grant-date fair value per share for the common shares underlying the RSUs granted during the six- month period ended June 30 , 2016 was $56.66 . 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 common shares of the Company underlying the deferred RSUs. At June 30 , 2016 and 2015, the Company had 244,225 and 256,621 vested deferred RSUs outstanding, respectively. Performance-Based Restricted Share Units – New Waste Connections A summary of activity related to performance-based restricted share units (“PSUs”) during the six - month period ended June 30, 2016, is presented below: Unvested Shares Outstanding at December 31, 2015 293,413 Granted 144,644 Forfeited (33,335) Vested and Issued (122,960) Outstanding at June 30, 2016 281,762 During the six months ended June 30 , 2016, the Compensation Committee granted PSUs to the Company’s executive officers with a 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 common shares underlying all PSUs granted during the six month period ended June 30 , 2016 was $56.43 . Restricted Share Units - Progressive Waste Plans New Waste Connections assumed 490,112 of outstanding restricted share units granted under Progressive Waste equity-based compensation plans as of June 1, 2016, of which 418,242 were vested. The Progressive Waste equity-based compensation plans were continued by the Company following the acquisition and allow for the issuance of shares or cash settlement to employees upon vesting. Restricted share units vest over periods that vary from immediately upon award to three years. The Company recorded a liability of $25,925 at June 1, 2016 associated with the fair value of the assumed restricted share units outstanding. The fair value was calculated using a Black-Scholes pricing model which includes assumptions regarding expected remaining life, stock volatility, discount rate and annual dividend rate. During the period from June 1, 2016 to June 30, 2016, 25,972 restricted share units vested as a result of plan provisions requiring accelerated vesting to employees due to a change in control followed by termination of employment. No restricted share units under the Progressive Waste equity-based compensation plans were granted subsequent to June 1, 2016. In June 2016, 181 restricted share units were forfeited and will be redistributed to other remaining active participants. During the period from June 1, 2016 to June 30, 2016, a total of 115,105 vested restricted share units were cash settled under the plans. At June 30, 2016, 375,007 restricted share units remain outstanding under the Progressive Waste equity-based compensation plans, of which 329,109 were vested. During the period of June 1, 2016 to June 30, 2016, the Company recognized compensation expense of $3,420 related to accelerated vesting and $2,381 related to vesting over remaining service periods for outstanding restricted share units. As of June 30, 2016, the Company has $3,250 of unrecognized compensation cost for restricted share units under the Progressive Waste equity-based compensation plans and a liability of $23,404 representing the June 30, 2016 fair value of outstanding restricted share units, less unrecognized compensation cost. Performance-Based Restricted Share Units - Progressive Waste Plans New Waste Connections assumed 206,856 of outstanding performance-based restricted share units granted under Progressive Waste equity-based compensation plans as of June 1, 2016, of which 38,409 were vested. The Progressive Waste equity-based compensation plans were continued by the Company following the acquisition and allow for cash settlement only to employees upon vesting based on achieving target results. Outstanding performance-based restricted share units vest over periods that vary from one month to three years. The Company recorded a liability of $7,218 at June 1, 2016 associated with the fair value of the assumed restricted share units outstanding. The fair value was calculated using a Black-Scholes pricing model which includes assumptions regarding expected remaining life, stock volatility, discount rate and annual dividend rate. During the period from June 1, 2016 to June 30, 2016, 75,282 performance-based restricted share units vested as a result of plan provisions requiring accelerated vesting to employees due to a change in control followed by termination of employment. No performance-based restricted share units under the Progressive Waste equity-based compensation plans were granted or forfeited subsequent to June 1, 2016. During the period from June 1, 2016 to June 30, 2016, a total of 75,070 vested performance-based restricted share units were cash settled under the plans. At June 30, 2016, 131,786 performance-based restricted share units remain outstanding under the Progressive Waste equity-based compensation plans, of which 48,317 were vested. During the period of June 1, 2016 to June 30, 2016, the Company recognized compensation expense of $4,130 related to accelerated vesting and $987 related to vesting over remaining service periods for performance-based restricted share units. As of June 30, 2016, the Company has $2,099 of unrecognized compensation cost for performance-based restricted share units under the Progressive Waste equity-based compensation plans and a liability of $7,264 representing the June 30, 2016 fair value of outstanding performance-based restricted share units, less unrecognized compensation cost. Share Based Options – Progressive Waste Plans New Waste Connections assumed 456,110 of outstanding share based options granted under Progressive Waste equity-based compensation plans as of June 1, 2016, of which 325,045 were vested. The Progressive Waste equity-based compensation plans were continued by the Company following the acquisition and allow for the issuance of shares or cash settlement to employees upon vesting. Outstanding options vest over periods that vary from one to nine months. The Company recorded a liability of $13,022 at June 1, 2016 associated with the fair value of the assumed options outstanding. The fair value was calculated using a Black-Scholes pricing model which includes assumptions regarding expected remaining life, stock volatility, discount rate and annual dividend rate. During the period from June 1, 2016 to June 30, 2016, 63,475 options vested as a result of plan provisions requiring accelerated vesting to employees due to a change in control followed by termination of employment. No options under the Progressive Waste equity-based compensation plans were granted or forfeited subsequent to June 1, 2016. During the period from June 1, 2016 to June 30, 2016, a total of 3,432 vested options were cash settled under the plans. At June 30, 2016, 452,678 options remain outstanding under the Progressive Waste equity-based compensation plans, of which 385,088 were vested. During the period of June 1, 2016 to June 30, 2016, the Company recognized compensation expense of $472 related to accelerated vesting and $1,989 related to vesting over remaining service periods for options. As of June 30, 2016, the Company has $319 of unrecognized compensation cost for options under the Progressive Waste equity-based compensation plans and a liability of $15,395 representing the June 30, 2016 fair value of outstanding options, less unrecognized compensation cost. Normal Course Issuer Bid On July 19, 2016, the Board of Directors of the Company approved, subject to receipt of regulatory approvals, undertaking a normal course issuer bid (the “NCIB”) to purchase up to 8,770,732 of the Company’s common shares for a one -year period that expires on August 7, 2017 . T he Company received TSX approval of the NCIB on August 3, 2016. Under the NCIB, the Company may make share repurchases only in the open market, including on the NYSE, the TSX, and alternative Canadian trading systems, at the prevailing market price at the time of the transaction. In accordance with TSX rules, any daily repurchases made through the TSX and alternative Canadian trading systems would be limited to a maximum of 60,150 common shares, which represents 25% of the average daily trading volume on the TSX of 2 4 0,601 common shares for the period from June 1, 2016 to July 31, 2016, being the calendar month periods that the Company's shares have traded on the TSX since the Progressive Waste acquisition was complete d on June 1, 2016. The TSX rules also allow the Company to purchase, once a week, a block of common shares not owned by any insiders, which may exceed such daily limit. The maximum number of shares that can be purchased per day on the NYSE will be 25% of the average daily trading volume for the four calendar weeks preceding the date of purchase, subject to certain exceptions for block purchases. The timing and amounts of any repurchases pursuant to the NCIB will depend on many factors, including the Company’s capital structure, the market price of the common shares and overall market conditions. All common shares purchased under the NCIB shall be immediately cancelled following their repurchase. For the six months ended June 30, 2016, the Company did not repurchase any common shares pursuant to the NCIB or other share repurchase programs. For the six months ended June 30, 2015, Old Waste Connections repurchased 903,769 shares of common stock (which shares were cancelled at a total cost of $41,311 for the six month period ended June 30, 2015). Cash Dividend In October 2015, Old Waste Connections announced that its Board of Directors increased its regular quarterly cash dividend by $0.015 , from $0.13 to $0.145 per share. Cash dividends of $35,58 5 and $32,203 were paid by Old Waste Connections during the six months ended June 30 , 2016 and 2015, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2016 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | 1 6 . 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 Canadian regulatory authorities as well as U.S. federal, state and local agencies. In these proceedings, an agency may seek to impose fines on the Company or to revoke or deny renewal of an authorization held by the Company, including an operating permit. 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 June 30, 2016, 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. 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 (also known as CERCLA or the “Superfund” law) 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 clean-up remedy, and therein estimated that clean-up costs (in present value dollars as of November 2014) would total about $342,000 . However, it is possible that additional costs could be incurred based upon various factors. The EPA estimates that it will take seven years to implement the clean-up. The ROD also requires ten years of monitoring following the clean-up, and provides that if clean-up goals have not been met by the end of this period, then additional clean-up activities, at additional cost, may be required at that time. Implementation of the clean-up will not begin until after the ongoing Early Action Area (“EAA”) clean-ups have been completed. While three of the EAA clean-ups have been completed to date, some work remains to be done on three other EAAs. Implementation of the clean-up also must await additional baseline sampling throughout the LDW Site and the preparation of a remedial design for performing the clean-up . On April 27, 2016, the LDWG entered into a third amendment of its Administrative Order on Consent with the EPA (the “AOC 3”) in which it agreed to perform the additional baseline sediment sampling and certain technical studies needed to prepare the actual remedial design. While the schedule for the work in the AOC 3 is not exact, the Company estimates that the work thereunder may not be completed until 2019. On June 8, 2016, the EPA conducted a public stakeholder meeting regarding the LDW Site. During the public stakeholder meeting, the EPA provided an overview of the AOC 3 work and the progress of the on-going work on the EAA cleanups, which are reportedly nearing completion. The EPA did not address the issue of when it intends to negotiate a “global settlement” with all of the PRPs to implement the ROD, though previously it has indicated that it would initiate these negotiations once the work under the AOC 3 was complete. 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 confidential and 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 clean-up. 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 then will be in a position to negotiate a global settlement with the EPA. NWCS is defending itself vigorously in this confidential allocation process. 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. Under CERCLA, certain Federal, State, and Indian Tribe officials are designated as natural resource trustees and have responsibility for ensuring the restoration of injured natural resources. On February 11, 2016, NWCS received a letter (the “Letter”) from the United States Department of Commerce, National Oceanic and Atmospheric Administration (“NOAA”), describing certain investigatory activities conducted by the Elliott Bay Trustee Council (the “Council”). The Council consists of all of the natural resources trustees for the LDW Site as well as two nearby Superfund sites, the Harbor Island site and the Lockheed West site. The members of the Council include the United States, on behalf of the U.S. National Oceanic and Atmospheric Administration and the U.S. Department of the Interior, the Washington State Department of Ecology, and the Suquamish and Muckleshoot Indian Tribes (together, the “Trustees”). The Letter appears to allege that NWCS may be a potentially liable party that allegedly contributed to the release of hazardous substances that have injured natural resources at the LDW Site. The Letter, versions of which NWCS believes were sent to all or a group of the PRPs at the LDW Site, also notified its recipients of their opportunity to participate in the Trustees’ development of an Assessment Plan and the performance of a Natural Resources Damages Assessment (“NRDA”) in accordance with the Assessment Plan for both the LDW Site and the east and west waterways of the Harbor Island site. NWCS timely responded with correspondence to the NOAA Office of General Counsel, dated March 9, 2016, in which it declined the invitation at that time. NWCS does not know how other PRPs responded to the Letter, and has not received any further communication from NOAA or the Trustees. The Trustees have not responded to NWCS’ letter and NWCS is not aware of any further action by the Trustees with respect to the Assessment Plan and NRDA. At this point, the Company is not able to determine the likelihood or amount of an assessment of natural resource damages against NWCS in connection with 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 process, 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 does not believe that the administrative complaint will adversely affect CCL’s ability to obtain approval of the proposed expansion of its facility. As a result, the Company will not provide any further updates on this matter unless a material development occurs that may result in the matter causing a delay of the permitting process for CCL’s facility . |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | 17. SUBSEQUENT EVENTS On July 1, 2016 , the Company entered into an interest rate swap agreement with a notional amount of $50,000 , a fixed interest rate paid of 0.900% , an effective date of January 2018 and an expiration date of January 2021 . On July 5, 2016 , the Company entered into an interest rate swap agreement with a notional amount of $50,000 , a fixed interest rate paid of 0.890% , an effective date of January 2018 and an expiration date of January 2021 . On July 19, 2016 , the Company announced that its Board of Directors approved a regular quarterly cash dividend of $0.145 per common share. The dividend will be paid o n August 15, 2016 , to shareh olders of record on the close of business on August 2, 2016 . On July 26, 2016 , t he C ompany entered into two fuel hedge agreements. One fuel hedge agreement has a notional amount of 500,000 gallons per month, a diesel rate paid fixed of $2.4988 per gallon, an effective date of January 2017 and an expiration date of December 2017 . The second fuel hedge agreement has a notional amount of 1,000,000 gallons per month, a diesel rate paid fixed of $2.6345 per gallon, an effective date of January 2018 and an expiration of December 2018 . |
Landfill Accounting (Tables)
Landfill Accounting (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
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, 2015 to June 30, 2016: Final capping, closure and post-closure liability at December 31, 2015 $ 78,613 Adjustments to final capping, closure and post-closure liabilities (7,032) Liabilities incurred 3,578 Accretion expense associated with landfill obligations 2,763 Closure payments (34) Assumption of closure liabilities from acquisitions 158,937 Final capping, closure and post-closure liability at June 30, 2016 $ 236,825 |
Acquisitions (Tables)
Acquisitions (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Pro Forma Results of Operations | The following pro forma results of operations assume that the Company’s acquisition of Progressive Waste and its other acquisitions that were collectively insignificant, occurring during the six months ended June 30, 2016 and 2015, were acquired as of January 1, 2015 (unaudited): Six Months Ended June 30, 2016 2015 Total revenue $ 2,051,327 $ 2,033,087 Net income 178,058 169,122 Basic income per share 1.02 0.96 Diluted income per share 1.01 0.96 |
Progressive Waste Solutions Ltd. [Member] | |
Summary of Consideration Transferred to Acquire Businesses and Amounts of Identifiable Assets Acquired, Liabilities Assumed and Noncontrolling Interests | The following table summarizes the consideration transferred to acquire Progressive Waste and the preliminary amounts of identifiable assets acquired and liabilities assumed: Fair value of consideration transferred: Shares issued $ 3,503,162 Debt assumed 1,729,274 5,232,436 Less: cash acquired (65,745) Net fair value of consideration transferred 5,166,691 Recognized amounts of identifiable assets acquired and liabilities assumed associated with the business acquired: Accounts receivable 231,496 Prepaid expenses and other current assets 28,271 Restricted assets 16,552 Property and equipment 2,083,607 Contracts 210,412 Customer lists 235,503 Other intangibles 218,499 Other assets 5,944 Accounts payable and accrued liabilities (267,355) Deferred revenue (35,729) Contingent consideration (12,765) Other long-term liabilities (185,545) Deferred income taxes (224,116) Total identifiable net assets 2,304,774 Goodwill $ 2,861,917 |
Other Acquisition [Member] | |
Summary of Consideration Transferred to Acquire Businesses and Amounts of Identifiable Assets Acquired, Liabilities Assumed and Noncontrolling Interests | The following table summarizes the consideration transferred to acquire these businesses and the preliminary amounts of identifiable assets acquired and liabilities assumed at the acquisition dates for these individually immaterial acquisitions consummated in the six months ended June 30, 2016 and 2015: 2016 Acquisitions 2015 Acquisitions Fair value of consideration transferred: Cash $ 12,541 $ 91,724 Notes issued to sellers - 5,088 12,541 96,812 Recognized amounts of identifiable assets acquired and liabilities assumed associated with businesses acquired: Accounts receivable 486 4,997 Prepaid expenses and other current assets 476 384 Property and equipment 2,782 23,479 Long-term franchise agreements and contracts - 1,611 Customer lists 5,001 2,035 Permits - 34,998 Indefinite-lived intangibles - 1,257 Other intangibles - 2,073 Other assets 261 976 Accounts payable and accrued liabilities (741) (1,371) Deferred revenue (610) (1,647) Contingent consideration (345) (515) Total identifiable net assets 7,310 68,277 Goodwill $ 5,231 $ 28,535 |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Intangible Assets, Net [Abstract] | |
Intangible Assets Exclusive of Goodwill | Intangible assets, exclusive of goodwill, consisted of the following at June 30, 2016: Gross Carrying Amount Accumulated Amortization Accumulated Impairment Loss Net Carrying Amount Finite-lived intangible assets: Long-term franchise agreements and contracts $ 421,143 $ (68,745) $ - $ 352,398 Customer lists 415,091 (108,192) - 306,899 Permits and other 300,154 (15,515) - 284,639 1,136,388 (192,452) - 943,936 Indefinite-lived intangible assets: Solid waste collection and transportation permits 152,761 - - 152,761 Material recycling facility permits 42,283 - - 42,283 E&P facility permits 59,855 - (38,351) 21,504 254,899 - (38,351) 216,548 Intangible assets, exclusive of goodwill $ 1,391,287 $ (192,452) $ (38,351) $ 1,160,484 Intangible assets, exclusive of goodwill, consisted of the following at December 31, 2015: Gross Carrying Amount Accumulated Amortization Accumulated Impairment Loss Net Carrying Amount Finite-lived intangible assets: Long-term franchise agreements and contracts $ 210,384 $ (60,205) $ - $ 150,179 Customer lists 173,855 (96,941) - 76,914 Permits and other 81,240 (13,587) - 67,653 465,479 (170,733) - 294,746 Indefinite-lived intangible assets: Solid waste collection and transportation permits 152,761 - - 152,761 Material recycling facility permits 42,283 - - 42,283 E&P facility permits 59,855 - (38,351) 21,504 254,899 - (38,351) 216,548 Intangible assets, exclusive of goodwill $ 720,378 $ (170,733) $ (38,351) $ 511,294 |
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, 2016 $ 72,988 For the year ending December 31, 2017 $ 99,971 For the year ending December 31, 2018 $ 93,897 For the year ending December 31, 2019 $ 84,294 For the year ending December 31, 2020 $ 76,235 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Long-Term Debt [Abstract] | |
Long-Term Debt | Long-term debt consists of the following: June 30, 2016 December 31, 2015 Revolver under Credit Agreement, bearing interest ranging from 1.66 % to 3.75 % (a) $ 457,026 $ - Term loan under Credit Agreement, bearing interest at 1.66 % (a) 1,637,500 - Revolver under prior credit agreement, bearing interest ranging from 1.44% to 3.70% (b) - 390,000 Term loan under prior credit agreement, bearing interest at 1.44% (b) - 800,000 2016 Notes, bearing interest at 3.30% - 100,000 2018 Notes, bearing interest at 4.00% 50,000 50,000 2019 Notes, bearing interest at 5.25 % 175,000 175,000 2021 Notes, bearing interest at 4.64% 100,000 100,000 New 2021 Notes, bearing interest at 2.39% 150,000 - 2022 Notes, bearing interest at 3.09% 125,000 125,000 2023 Notes, bearing interest at 2.75% 200,000 - 2025 Notes, bearing interest at 3.41% 375,000 375,000 2026 Notes, bearing interest at 3.03% 400,000 - Tax-exempt bonds, bearing interest ranging from 0.46 % to 0.49 % (a) 95,430 31,430 Notes payable to sellers and other third parties, bearing interest at 3.0 % to 24.8 % (a) 15,027 10,855 3,779,983 2,157,285 Less – current portion (1,575) (2,127) Less – debt issuance costs (17,101) (8,031) $ 3,761,307 $ 2,147,127 ____________________ (a) Interest rates represent the interest rates incurred at June 30, 2016 . ( b ) Interest rates represent the interest rates incurred at December 31, 2015 . |
Details of the Company's Credit Agreement | Details of the Credit Agreement at June 30, 2016 are as follows: Revolver under Credit Agreement Available $ 845,857 Letters of credit outstanding $ 259,617 Total amount drawn, as follows: $ 457,026 Amount drawn – U.S. based LIBOR loan $ 22,500 Interest rate applicable – U.S. based LIBOR loan 1.66% Amount drawn – U.S. based base rate loan $ 15,200 Interest rate applicable - U.S. based base rate loan 3.75% Amount drawn – Canadian prime rate loan $ 17,680 Interest rate applicable - Canadian prime rate loan 2.95% Amount drawn – Canadian BA loan $ 401,646 Interest rate applicable – Canadian BA loan 2.08% Commitment – rate applicable 0.15% Term loan under Credit Agreement Amount drawn – U.S. based LIBOR loan $ 1,637,500 Interest rate applicable – U.S. based LIBOR loan 1.66% |
Segment Reporting (Tables)
Segment Reporting (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
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 six months ended June 30, 2016 and 2015, is shown in the following tables: Three Months Ended June 30, 2016 Revenue Intercompany Revenue (b) Reported Revenue Segment EBITDA (c) Western $ 265,911 $ (29,480) $ 236,431 $ 79,835 Eastern 168,824 (26,240) 142,584 44,824 Canada 70,103 (9,518) 60,585 23,555 Central 157,997 (18,327) 139,670 52,578 Southern 137,169 (16,618) 120,551 27,228 E&P 31,002 (3,184) 27,818 6,485 Corporate (a) - - - (75,865) $ 831,006 $ (103,367) $ 727,639 $ 158,640 Three Months Ended June 30, 2015 Revenue Intercompany Revenue (b) Reported Revenue Segment EBITDA (c) Western $ 248,183 $ (25,795) $ 222,388 $ 73,015 Eastern 111,797 (18,932) 92,865 29,622 Central 143,055 (15,349) 127,706 46,353 Southern 42,309 (6,265) 36,044 8,451 E&P 55,427 (3,118) 52,309 16,331 Corporate (a) - - - 2,839 $ 600,771 $ (69,459) $ 531,312 $ 176,611 Six Months Ended June 30, 2016 Revenue Intercompany Revenue (b) Reported Revenue Segment EBITDA (c) Western $ 512,775 $ (57,111) $ 455,664 $ 153,625 Eastern 297,040 (46,660) 250,380 79,438 Canada 70,103 (9,518) 60,585 23,555 Central 291,895 (32,288) 259,607 96,431 Southern 180,135 (22,665) 157,470 36,717 E&P 64,098 (5,485) 58,613 13,034 Corporate (a) - - - (84,353) $ 1,416,046 $ (173,727) $ 1,242,319 $ 318,447 Six Months Ended June 30, 2015 Revenue Intercompany Revenue (b) Reported Revenue Segment EBITDA (c) Western $ 477,248 $ (49,234) $ 428,014 $ 141,907 Eastern 212,638 (35,331) 177,307 56,493 Central 269,664 (28,241) 241,423 88,215 Southern 82,155 (11,660) 70,495 16,985 E&P 126,630 (6,457) 120,173 37,462 Corporate (a) - - - 2,381 $ 1,168,335 $ (130,923) $ 1,037,412 $ 343,443 ____________________ (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 six operating segments. For the three and six months ended June 30, 2016, amounts also include costs associated with the Progressive Waste acquisition. (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 Old Waste Connections’ most recent Annual Report on Form 10-K, with the exception of foreign currency transaction gains (losses) for which the accounting policy is disclosed in Note 2 in these Condensed Consolidated Financial Statements. |
Total Assets for Reportable Segments | Total assets for each of the Company’s reportable segments at June 30, 2016 and December 31, 2015, were as follows: June 30, 2016 December 31, 2015 Western $ 1,502,284 $ 1,498,296 Eastern 1,534,396 1,062,761 Canada 2,668,924 - Central 1,285,706 1,070,505 Southern 2,793,763 259,046 E&P 1,085,546 1,115,234 Corporate 222,933 115,956 Total Assets $ 11,093,552 $ 5,121,798 |
Changes in Goodwill by Reportable Segment | The following tables show changes in goodwill during the six months ended June 30, 2016 and 2015, by reportable segment: Western Eastern Canada Central Southern E&P Total Balance as of December 31, 2015 $ 373,820 $ 499,237 $ - $ 472,425 $ - $ 77,343 $ 1,422,825 Goodwill transferred (a) - (39,705) - (56,005) 95,710 - - Goodwill acquired 2,673 70,723 1,510,220 42,113 1,241,419 - 2,867,148 Impact of changes in foreign currency - - 9,490 - - - 9,490 Balance as of June 30, 2016 $ 376,493 $ 530,255 $ 1,519,710 $ 458,533 $ 1,337,129 $ 77,343 $ 4,299,463 Western Eastern Central Southern E&P Total Balance as of December 31, 2014 $ 372,915 $ 392,423 $ 460,381 $ - $ 468,070 $ 1,693,789 Goodwill transferred (a) - (55,206) (37,304) 92,510 - - Goodwill acquired 75 6,517 578 37 21,328 28,535 Balance as of June 30, 2015 $ 372,990 $ 343,734 $ 423,655 $ 92,547 $ 489,398 $ 1,722,324 ____________________ (a) In June 2016, as a result of the Progressive Waste acquisition, described in Note 6, the Company realigned its reporting structure and changed its three geographic operating segments (Western, Central and Eastern) to five geographic operating segments (Western, Eastern, Canada, Central and Southern). Additionally, the Company realigned certain of the Company’s districts between operating segments. This realignment resulted in the reallocation of goodwill among its segments, which is reflected in the “Goodwill transferred” line item. |
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 is as follows: Three months ended June 30, Six months ended June 30, 2016 2015 2016 2015 Western segment EBITDA $ 79,835 $ 73,015 $ 153,625 $ 141,907 Eastern segment EBITDA 44,824 29,622 79,438 56,493 Canada segment EBITDA 23,555 - 23,555 - Central segment EBITDA 52,578 46,353 96,431 88,215 Southern segment EBITDA 27,228 8,451 36,717 16,985 E&P segment EBITDA 6,485 16,331 13,034 37,462 Subtotal reportable segments 234,505 173,772 402,800 341,062 Unallocated corporate overhead (75,865) 2,839 (84,353) 2,381 Depreciation (84,348) (59,639) (145,245) (116,945) Amortization of intangibles (14,081) (7,264) (21,775) (14,263) Other operating items 3,284 316 3,048 (346) Interest expense (20,485) (15,322) (37,670) (31,018) Other income (expense), net (714) 92 (492) (128) Foreign currency transaction gain 689 - 689 - Income before income tax provision $ 42,985 $ 94,794 $ 117,002 $ 180,743 |
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 June 30, 2016 Revenue Intercompany Revenue Reported Revenue % of Reported Revenue Solid waste collection $ 502,948 $ (1,778) $ 501,170 68.9% Solid waste disposal and transfer 256,847 (96,815) 160,032 22.0 Solid waste recycling 18,119 (1,393) 16,726 2.3 E&P waste treatment, recovery and disposal 30,734 (3,253) 27,481 3.8 Intermodal and other 22,358 (128) 22,230 3.0 Total $ 831,006 $ (103,367) $ 727,639 100.0% Three months ended June 30, 2015 Revenue Intercompany Revenue Reported Revenue % of Reported Revenue Solid waste collection $ 342,583 $ (981) $ 341,602 64.3% Solid waste disposal and transfer 171,932 (64,838) 107,094 20.1 Solid waste recycling 12,332 (278) 12,054 2.3 E&P waste treatment, recovery and disposal 55,851 (3,362) 52,489 9.9 Intermodal and other 18,073 - 18,073 3.4 Total $ 600,771 $ (69,459) $ 531,312 100.0% Six months ended June 30, 2016 Revenue Intercompany Revenue Reported Revenue % of Reported Revenue Solid waste collection $ 859,546 $ (3,099) $ 856,447 68.9% Solid waste disposal and transfer 426,929 (162,849) 264,080 21.3 Solid waste recycling 28,738 (2,031) 26,707 2.1 E&P waste treatment, recovery and disposal 63,586 (5,620) 57,966 4.7 Intermodal and other 37,247 (128) 37,119 3.0 Total $ 1,416,046 $ (173,727) $ 1,242,319 100.0% Six months ended June 30, 2015 Revenue Intercompany Revenue Reported Revenue % of Reported Revenue Solid waste collection $ 669,588 $ (1,900) $ 667,688 64.4% Solid waste disposal and transfer 314,362 (121,164) 193,198 18.6 Solid waste recycling 23,401 (499) 22,902 2.2 E&P waste treatment, recovery and disposal 128,408 (7,360) 121,048 11.7 Intermodal and other 32,576 - 32,576 3.1 Total $ 1,168,335 $ (130,923) $ 1,037,412 100.0% |
Derivative Financial Instrume30
Derivative Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Fair Value of Derivative Instrument Designated as Cash Flow Hedges | The fair values of derivative instruments designated as cash flow hedges as of June 30, 2016, 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) $ (5,964) Other long-term liabilities (10,893) Fuel hedges - Accrued liabilities (b) (4,444) Other long-term liabilities (1,858) Total derivatives designated as cash flow hedges $ - $ (23,159) ____________________ (a) Represents the estimated amount of the existing unrealized losses on interest rate swaps as of June 30, 2016 (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 June 30, 2016 (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, 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 $ (5,425) Other long-term liabilities (4,320) Fuel hedges - Accrued liabilities (5,699) Other long-term liabilities (4,201) Total derivatives designated as cash flow hedges $ - $ (19,645) |
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 six months ended June 30, 2016 and 2015: 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 Classification Amount of (Gain) or Loss Reclassified from AOCL into Earnings, Net of Tax (Effective Portion) (b),(c) Three Months Ended June 30, Three Months Ended June 30, 2016 2015 2016 2015 Interest rate swaps $ (2,352) $ 639 Interest expense $ 1,047 $ 639 Fuel hedges 1,017 (1,024) Cost of operations 911 417 Total $ (1,335) $ (385) $ 1,958 $ 1,056 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 Classification Amount of (Gain) or Loss Reclassified from AOCL into Earnings, Net of Tax (Effective Portion) (b),(c) Six Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Interest rate swaps $ (6,493) $ (2,735) Interest expense $ 2,105 $ 1,277 Fuel hedges 210 (1,343) Cost of operations 2,025 797 Total $ (6,283) $ (4,078) $ 4,130 $ 2,074 ___________________ (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 June 30, 2016, the Company’s derivative instruments included ten interest rate swap agreements as follows: Date Entered Notional Amount Fixed Interest Rate Paid* Variable Interest Rate Received Effective Date Expiration Date December 2011 $ 175,000 1.600% 1-month LIBOR February 2014 February 2017 April 2014 $ 100,000 1.800% 1-month LIBOR July 2014 July 2019 May 2014 $ 50,000 2.344% 1-month LIBOR October 2015 October 2020 May 2014 $ 25,000 2.326% 1-month LIBOR October 2015 October 2020 May 2014 $ 50,000 2.350% 1-month LIBOR October 2015 October 2020 May 2014 $ 50,000 2.350% 1-month LIBOR October 2015 October 2020 April 2016 $ 100,000 1.000% 1-month LIBOR February 2017 February 2020 June 2016 $ 75,000 0.850% 1-month LIBOR February 2017 February 2020 June 2016 $ 150,000 0.950% 1-month LIBOR January 2018 January 2021 June 2016 $ 150,000 0.950% 1-month LIBOR January 2018 January 2021 ____________________ * Plus applicable margin. |
Fuel [Member] | Commodity Contract [Member] | |
Company's Derivative Instruments | At June 30, 2016, the Company’s derivative instruments included two 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 May 2015 300,000 $3.280 DOE Diesel Fuel Index* January 2016 December 2017 May 2015 200,000 $3.275 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 U.S. 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 Instr31
Fair Value of Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
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 June 30, 2016 and December 31, 2015, are as follows: Carrying Value at Fair Value* at June 30, 2016 December 31, 2015 June 30, 2016 December 31, 2015 3.30% Senior Notes due 2016 $ - $ 100,000 $ - $ 100,536 4.00% Senior Notes due 2018 $ 50,000 $ 50,000 $ 52,445 $ 51,860 5.25% Senior Notes due 2019 $ 175,000 $ 175,000 $ 195,728 $ 190,985 4.64% Senior Notes due 2021 $ 100,000 $ 100,000 $ 110,938 $ 107,613 2.39% Senior Notes due 2021 $ 150,000 $ - $ 151,128 $ - 3.09% Senior Notes due 2022 $ 125,000 $ 125,000 $ 130,007 $ 123,516 2.75% Senior Notes due 2023 $ 200,000 $ - $ 202,728 $ - 3.41% Senior Notes due 2025 $ 375,000 $ 375,000 $ 397,099 $ 370,245 3.03% Senior Notes due 2026 $ 400,000 $ - $ 410,477 $ - ______________________ * 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 Informat32
Net Income Per Share Information (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Net Income Per Share Information [Abstract] | |
Basic and Diluted Net Income Per Common Share | The following table sets forth the calculation of the numerator and denominator used in the computation of basic and diluted net income per common share attributable to the Company’s share holders for the three and six months ended June 30, 2016 and 2015: Three months ended June 30, Six months ended June 30, 2016 2015 2016 2015 Numerator: Net income attributable to Waste Connections for basic and diluted earnings per share $ 27,489 $ 57,360 $ 72,331 $ 109,184 Denominator: Basic shares outstanding 140,203,557 124,079,184 131,496,582 124,044,130 Dilutive effect of options and warrants 38,298 31,246 32,840 36,507 Dilutive effect of restricted share units 345,300 241,632 495,106 279,422 Diluted shares outstanding 140,587,155 124,352,062 132,024,528 124,360,059 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
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 June 30, 2016 and December 31, 2015, were as follows: Fair Value Measurement at June 30, 2016 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 $ (16,857) $ - $ (16,857) $ - Fuel hedge derivative instruments – net liability position $ (6,302) $ - $ - $ (6,302) Restricted assets $ 56,800 $ - $ 56,800 $ - Contingent consideration $ (56,524) $ - $ - $ (56,524) Fair Value Measurement at December 31, 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 $ (9,745) $ - $ (9,745) $ - Fuel hedge derivative instrument – net liability position $ (9,900) $ - $ - $ (9,900) Restricted assets $ 46,148 $ - $ 46,148 $ - Contingent consideration $ (49,394) $ - $ - $ (49,394) |
Change in Fair Value for Level 3 Derivatives | The following table summarizes the changes in the fair value for Level 3 derivatives for the six months ended June 30, 2016 and 2015: Six Months Ended June 30, 2016 2015 Beginning balance $ (9,900) $ (1,979) Realized losses included in earnings 3,274 1,292 Unrealized losses included in AOCL 324 (2,178) Ending balance $ (6,302) $ (2,865) |
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 six months ended June 30, 2016 and 2015: Six Months Ended June 30, 2016 2015 Beginning balance $ 49,394 $ 70,165 Contingent consideration recorded at acquisition date 13,110 515 Payment of contingent consideration recorded at acquisition date (4,109) (190) Payment of contingent consideration recorded in earnings (132) - Adjustments to contingent consideration (2,495) 833 Interest accretion expense 756 1,762 Ending balance $ 56,524 $ 73,085 |
Other Comprehensive Income (L34
Other Comprehensive Income (Loss) (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
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 six month periods ended June 30, 2016 and 2015, are as follows: Three months ended June 30, 2016 Gross Tax effect Net of tax Interest rate swap amounts reclassified into interest expense $ 1,693 $ (646) $ 1,047 Fuel hedge amounts reclassified into cost of operations 1,473 (562) 911 Changes in fair value of interest rate swaps (3,826) 1,474 (2,352) Changes in fair value of fuel hedges 1,629 (612) 1,017 Foreign currency translation adjustment 12,651 - 12,651 $ 13,620 $ (346) $ 13,274 Three months ended June 30, 2015 Gross Tax effect Net of tax Interest rate swap amounts reclassified into interest expense $ 1,037 $ (398) $ 639 Fuel hedge amounts reclassified into cost of operations 677 (260) 417 Changes in fair value of interest rate swaps 1,036 (397) 639 Changes in fair value of fuel hedges (1,662) 638 (1,024) $ 1,088 $ (417) $ 671 Six months ended June 30, 2016 Gross Tax effect Net of tax Interest rate swap amounts reclassified into interest expense $ 3,403 $ (1,298) $ 2,105 Fuel hedge amounts reclassified into cost of operations 3,274 (1,249) 2,025 Changes in fair value of interest rate swaps (10,514) 4,021 (6,493) Changes in fair value of fuel hedges 324 (114) 210 Foreign currency translation adjustment 12,651 - 12,651 $ 9,138 $ 1,360 $ 10,498 Six months ended June 30, 2015 Gross Tax effect Net of tax Interest rate swap amounts reclassified into interest expense $ 2,072 $ (795) $ 1,277 Fuel hedge amounts reclassified into cost of operations 1,292 (495) 797 Changes in fair value of interest rate swaps (4,437) 1,702 (2,735) Changes in fair value of fuel hedges (2,178) 835 (1,343) $ (3,251) $ 1,247 $ (2,004) |
Amounts Included in Accumulated Other Comprehensive Loss | A rollforward of the amounts included in AOCL, net of taxes, for the six months ended June 30, 2016 and 2015, is as follows: Fuel Hedges Interest Rate Swaps Foreign Currency Translation Adjustment Accumulated Other Comprehensive Loss Balance at December 31, 2015 $ (6,134) $ (6,037) $ - $ (12,171) Amounts reclassified into earnings 2,025 2,105 - 4,130 Changes in fair value 210 (6,493) - (6,283) Foreign currency translation adjustment - - 12,651 12,651 Balance at June 30, 2016 $ (3,899) $ (10,425) $ 12,651 $ (1,673) Fuel Hedges Interest Rate Swaps Accumulated Other Comprehensive Loss Balance at December 31, 2014 $ (1,221) $ (4,372) $ (5,593) Amounts reclassified into earnings 797 1,277 2,074 Changes in fair value (1,343) (2,735) (4,078) Balance at June 30, 2015 $ (1,767) $ (5,830) $ (7,597) |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
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 share units (“RSUs”) during the six - month period ended June 30, 2016, is presented below: Unvested Shares Outstanding at December 31, 2015 1,007,301 Granted 285,691 Forfeited (13,935) Vested and Issued (397,819) Vested and Unissued (27,362) Outstanding at June 30, 2016 853,876 |
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 share units (“PSUs”) during the six - month period ended June 30, 2016, is presented below: Unvested Shares Outstanding at December 31, 2015 293,413 Granted 144,644 Forfeited (33,335) Vested and Issued (122,960) Outstanding at June 30, 2016 281,762 |
New Accounting Standards (Narra
New Accounting Standards (Narrative) (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
New Accounting Standards [Abstract] | ||
Deferred tax asset, current | $ 86,146 | $ 49,727 |
Landfill Accounting (Narrative)
Landfill Accounting (Narrative) (Details) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2016USD ($)site$ / T | Jun. 30, 2015USD ($)$ / T | Dec. 31, 2015USD ($) | |
Landfill Accounting [Line Items] | |||
Number of municipal solid waste landfills owned or operated by company | 69 | ||
Number of owned landfills that only accept exploration and production waste | 11 | ||
Number of owned landfills that only accept construction and demolition, industrial and other non-putrescible waste | 14 | ||
Number of landfills owned and operated by company | 80 | ||
Number of landfills operated, not owned, under life-of-site operating agreements | 8 | ||
Number of landfills operated under limited-term operating agreements | 6 | ||
Property and equipment, net | $ | $ 4,788,084 | $ 2,738,288 | |
Average remaining landfill life based on permitted capacity and projected annual disposal volumes | 28 years | ||
Number of owned landfills the company is seeking to expand | 18 | ||
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 | 34 years | ||
Life of Company's owned landfills and landfills operated under life-of-site operating agreements min range | 1 year | ||
Life of Company's owned landfills and landfills operated under life of site operating agreements max range | 390 years | ||
Landfill depletion expense | $ | $ 49,685 | $ 39,545 | |
Average rate per ton consumed related to landfill depletion at owned landfills and landfills operated under life-of-site agreements | $ / T | 3.92 | 3.96 | |
Discount rate for purposes of computing layers for final capping, closure and post-closure obligations | 4.75% | 4.75% | |
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 | $ | $ 2,763 | $ 1,833 | |
Average rate per ton consumed related to final capping, closure and post-closure landfill accretion expense | $ / T | 0.22 | 0.18 | |
Restricted asset balance for purposes of securing our performance of future final capping, closure and post-closure obligations | $ | $ 55,200 | $ 43,636 | |
Landfill [Member] | |||
Landfill Accounting [Line Items] | |||
Property and equipment, net | $ | $ 2,793,766 |
Landfill Accounting (Reconcilia
Landfill Accounting (Reconciliation of Final Capping, Closure and Post-Closure Liability Balance) (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Landfill Accounting [Abstract] | ||
Final capping, closure and post-closure liability at the beginning of the period | $ 78,613 | |
Adjustments to final capping, closure and post-closure liabilities | (7,032) | |
Liabilities incurred | 3,578 | |
Accretion expense associated with landfill obligations | 2,763 | $ 1,833 |
Closure payments | (34) | |
Assumption of closure liabilities from acquisitions | 158,937 | |
Final capping, closure and post-closure liability at the end of the period | $ 236,825 |
Acquisitions (Narrative) (Detai
Acquisitions (Narrative) (Detail) $ / shares in Units, $ in Thousands | Jun. 02, 2016USD ($)shares | Jun. 30, 2016USD ($) | Mar. 31, 2015USD ($) | Jan. 31, 2015USD ($) | Jun. 30, 2016USD ($) | Jun. 30, 2015USD ($) | Jun. 30, 2016USD ($)territoryentity | Jun. 30, 2015USD ($)entity | Jun. 01, 2016USD ($)$ / shares |
Business Acquisition [Line Items] | |||||||||
Cash consideration, net of cash acquired | $ 12,541 | $ 91,724 | |||||||
Acquisition-related costs | $ 594 | ||||||||
Number of individual businesses acquired that are not specifically described | entity | 5 | ||||||||
Revenues | $ 727,639 | $ 531,312 | 1,242,319 | $ 1,037,412 | |||||
Income before income tax provision | 42,985 | 94,794 | 117,002 | 180,743 | |||||
Goodwill expected to be deductible for tax purposes | 28,535 | 28,535 | |||||||
Goodwill acquired | $ 2,867,148 | 28,535 | |||||||
Trade receivables acquired in business combination gross contractual amount | 5,255 | 5,255 | |||||||
Trade receivables acquired In business combination expected to be uncollectible amount | $ 258 | 258 | |||||||
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 | |||||
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 | ||||||||
Liabilities incurred | $ 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 | ||||||||
Progressive Waste Solutions Ltd. [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Issuance of common shares to acquire Progressive Waste, shares | shares | 52,145,919 | ||||||||
Closing price per share | $ / shares | $ 67.18 | ||||||||
Acquisition-related costs | 23,037 | $ 31,559 | |||||||
Revenues | 174,019 | ||||||||
Income before income tax provision | 25,574 | ||||||||
Goodwill expected to be deductible for tax purposes | 303,594 | 303,594 | 303,594 | ||||||
Trade receivables acquired in business combination gross contractual amount | 239,107 | 239,107 | 239,107 | ||||||
Trade receivables acquired In business combination expected to be uncollectible amount | $ 7,611 | $ 7,611 | $ 7,611 | ||||||
Progressive Waste Solutions Ltd. [Member] | Waste Connections, Inc. [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Stockholders equity stock conversion ratio | 2.076843 | ||||||||
Percentage of combined company owned | 70.00% | 70.00% | 70.00% | ||||||
Progressive Waste Solutions Ltd. [Member] | Progressive Waste [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Percentage of combined company owned | 30.00% | 30.00% | 30.00% | ||||||
Other Acquisition [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Acquisition-related costs | $ 636 | ||||||||
Number of immaterial businesses acquired in period | entity | 8 | ||||||||
Goodwill expected to be deductible for tax purposes | $ 5,231 | $ 5,231 | $ 5,231 | ||||||
Trade receivables acquired in business combination gross contractual amount | 876 | 876 | 876 | ||||||
Trade receivables acquired In business combination expected to be uncollectible amount | $ 390 | $ 390 | $ 390 | ||||||
Fair value of acquired working capital is provisional | entity | 8 | ||||||||
Debt [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Liabilities incurred | $ 1,729,274 | ||||||||
Debt [Member] | Progressive Waste Solutions Ltd. [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Liabilities incurred | $ 1,729,274 | 1,729,274 | |||||||
Debt [Member] | Progressive Waste Solutions Ltd. [Member] | Credit Agreement [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Liabilities incurred | $ 1,659,465 | ||||||||
Debt [Member] | Other Acquisition [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Liabilities incurred | $ 5,088 | ||||||||
Tax-exempt Bonds [Member] | Progressive Waste Solutions Ltd. [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Liabilities incurred | 64,000 | ||||||||
Other Long-term Liabilities [Member} | Progressive Waste Solutions Ltd. [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Liabilities incurred | $ 5,809 | ||||||||
Contingent Consideration [Member] | Progressive Waste Solutions Ltd. [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Fair value discount rate | 2.00% | ||||||||
Contingent payable fair value | $ 7,315 | ||||||||
Contingent Consideration [Member] | Progressive Waste Solutions Ltd. [Member] | Maximum [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Contingent payable fair value | $ 5,000 |
Acquisitions (Summary of Consid
Acquisitions (Summary of Consideration Transferred to Acquire Businesses and Amounts of Identifiable Assets Acquired, Liabilities Assumed and Noncontrolling Interests) (Detail) - USD ($) $ in Thousands | Jun. 02, 2016 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 |
Recognized amounts of identifiable assets acquired and liabilities assumed associated with businesses acquired: | |||||
Goodwill | $ 4,299,463 | $ 1,722,324 | $ 1,422,825 | $ 1,693,789 | |
Debt [Member] | |||||
Fair value of consideration transferred: | |||||
Liabilities incurred | 1,729,274 | ||||
Other Acquisition [Member] | |||||
Fair value of consideration transferred: | |||||
Cash | 12,541 | 91,724 | |||
Consideration transferred | 12,541 | 96,812 | |||
Recognized amounts of identifiable assets acquired and liabilities assumed associated with businesses acquired: | |||||
Accounts receivable | 486 | 4,997 | |||
Prepaid expenses and other current assets | 476 | 384 | |||
Property and equipment | 2,782 | 23,479 | |||
Indefinite-lived intangibles | 1,257 | ||||
Other assets | 261 | 976 | |||
Deferred revenue | (610) | (1,647) | |||
Total identifiable net assets | 7,310 | 68,277 | |||
Goodwill | 5,231 | 28,535 | |||
Other Acquisition [Member] | Accounts Payable and Accrued Liabilities [Member] | |||||
Recognized amounts of identifiable assets acquired and liabilities assumed associated with businesses acquired: | |||||
Accounts payable and accrued liabilities | (741) | (1,371) | |||
Other Acquisition [Member] | Debt [Member] | |||||
Fair value of consideration transferred: | |||||
Liabilities incurred | 5,088 | ||||
Other Acquisition [Member] | Contingent Consideration [Member] | |||||
Recognized amounts of identifiable assets acquired and liabilities assumed associated with businesses acquired: | |||||
Other long-term liabilities | (345) | (515) | |||
Progressive Waste Solutions Ltd. [Member] | |||||
Fair value of consideration transferred: | |||||
Stock issued | 3,503,162 | ||||
Less: cash acquired | (65,745) | ||||
Consideration transferred | 5,232,436 | ||||
Net fair value of consideration transferred | 5,166,691 | ||||
Recognized amounts of identifiable assets acquired and liabilities assumed associated with businesses acquired: | |||||
Accounts receivable | 231,496 | ||||
Prepaid expenses and other current assets | 28,271 | ||||
Property and equipment | 2,083,607 | ||||
Other assets | 5,944 | ||||
Deferred revenue | (35,729) | ||||
Other long-term liabilities | (185,545) | ||||
Deferred income taxes | (224,116) | ||||
Total identifiable net assets | 2,304,774 | ||||
Goodwill | 2,861,917 | ||||
Progressive Waste Solutions Ltd. [Member] | Restricted Assets [Member] | |||||
Recognized amounts of identifiable assets acquired and liabilities assumed associated with businesses acquired: | |||||
Other assets | 16,552 | ||||
Progressive Waste Solutions Ltd. [Member] | Accounts Payable and Accrued Liabilities [Member] | |||||
Recognized amounts of identifiable assets acquired and liabilities assumed associated with businesses acquired: | |||||
Accounts payable and accrued liabilities | (267,355) | ||||
Progressive Waste Solutions Ltd. [Member] | Debt [Member] | |||||
Fair value of consideration transferred: | |||||
Liabilities incurred | $ 1,729,274 | 1,729,274 | |||
Progressive Waste Solutions Ltd. [Member] | Contingent Consideration [Member] | |||||
Recognized amounts of identifiable assets acquired and liabilities assumed associated with businesses acquired: | |||||
Other long-term liabilities | (12,765) | ||||
Contracts [Member] | Other Acquisition [Member] | |||||
Recognized amounts of identifiable assets acquired and liabilities assumed associated with businesses acquired: | |||||
Intangibles | 1,611 | ||||
Contracts [Member] | Progressive Waste Solutions Ltd. [Member] | |||||
Recognized amounts of identifiable assets acquired and liabilities assumed associated with businesses acquired: | |||||
Intangibles | 210,412 | ||||
Customer Lists [Member] | Other Acquisition [Member] | |||||
Recognized amounts of identifiable assets acquired and liabilities assumed associated with businesses acquired: | |||||
Intangibles | 5,001 | 2,035 | |||
Customer Lists [Member] | Progressive Waste Solutions Ltd. [Member] | |||||
Recognized amounts of identifiable assets acquired and liabilities assumed associated with businesses acquired: | |||||
Intangibles | 235,503 | ||||
Permits and Other [Member] | Other Acquisition [Member] | |||||
Recognized amounts of identifiable assets acquired and liabilities assumed associated with businesses acquired: | |||||
Intangibles | 34,998 | ||||
Other Intangibles | Other Acquisition [Member] | |||||
Recognized amounts of identifiable assets acquired and liabilities assumed associated with businesses acquired: | |||||
Intangibles | $ 2,073 | ||||
Other Intangibles | Progressive Waste Solutions Ltd. [Member] | |||||
Recognized amounts of identifiable assets acquired and liabilities assumed associated with businesses acquired: | |||||
Intangibles | $ 218,499 |
Acquisitions (Pro Forma Results
Acquisitions (Pro Forma Results of Operations) (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Acquisitions [Abstract] | ||
Total revenue | $ 2,051,327 | $ 2,033,087 |
Net income | $ 178,058 | $ 169,122 |
Basic income per share | $ 1.02 | $ 0.96 |
Diluted income per share | $ 1.01 | $ 0.96 |
Intangible Assets, Net (Narrati
Intangible Assets, Net (Narrative) (Detail) - USD ($) $ in Thousands | 6 Months Ended | |||
Jun. 30, 2016 | Dec. 31, 2015 | Jun. 30, 2015 | Dec. 31, 2014 | |
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Goodwill | $ 4,299,463 | $ 1,422,825 | $ 1,722,324 | $ 1,693,789 |
Property and equipment, net | 4,788,084 | 2,738,288 | ||
Indefinite-lived intangible assets | $ 216,548 | 216,548 | ||
Long-term Franchise Agreements and Contracts [Member] | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Weighted average amortization period of acquired intangible assets | 15 years 6 months 26 days | |||
Customer Lists [Member] | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Weighted average amortization period of acquired intangible assets | 11 years 7 months 6 days | |||
Permits and Other [Member] | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Weighted average amortization period of acquired intangible assets | 20 years | |||
Exploration and Production [Member] | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Goodwill | $ 77,343 | 77,343 | $ 489,398 | $ 468,070 |
Exploration and Production Facility Permits [Member] | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Indefinite-lived intangible assets | $ 21,504 | $ 21,504 |
Intangible Assets, Net (Intangi
Intangible Assets, Net (Intangible Assets Exclusive of Goodwill) (Detail) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, gross carrying amount | $ 1,136,388 | $ 465,479 |
Intangible assets, exclusive of goodwill, gross | 1,391,287 | 720,378 |
Finite-lived intangible assets, accumulated amortization | (192,452) | (170,733) |
Intangible assets, accumulated impairment loss | (38,351) | (38,351) |
Finite-lived intangible assets, net carrying amount | 943,936 | 294,746 |
Intangible assets, net, exclusive of goodwill | 1,160,484 | 511,294 |
Indefinite-lived intangible assets, gross carrying amount | 254,899 | 254,899 |
Indefinite-lived intangible assets | 216,548 | 216,548 |
Solid Waste Collection and Transportation Permits [Member] | ||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Intangible assets, accumulated impairment loss | ||
Indefinite-lived intangible assets, gross carrying amount | 152,761 | 152,761 |
Indefinite-lived intangible assets | 152,761 | 152,761 |
Material Recycling Facility Permits [Member] | ||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Intangible assets, accumulated impairment loss | ||
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 loss | (38,351) | (38,351) |
Indefinite-lived intangible assets, gross carrying amount | 59,855 | 59,855 |
Indefinite-lived intangible assets | 21,504 | 21,504 |
Long-term Franchise Agreements and Contracts [Member] | ||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, gross carrying amount | 421,143 | 210,384 |
Finite-lived intangible assets, accumulated amortization | (68,745) | (60,205) |
Finite-lived intangible assets, net carrying amount | 352,398 | 150,179 |
Customer Lists [Member] | ||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, gross carrying amount | 415,091 | 173,855 |
Finite-lived intangible assets, accumulated amortization | (108,192) | (96,941) |
Finite-lived intangible assets, net carrying amount | 306,899 | 76,914 |
Permits and Other [Member] | ||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, gross carrying amount | 300,154 | 81,240 |
Finite-lived intangible assets, accumulated amortization | (15,515) | (13,587) |
Finite-lived intangible assets, net carrying amount | $ 284,639 | $ 67,653 |
Intangible Assets, Net (Estimat
Intangible Assets, Net (Estimated Future Amortization Expense of Amortizable Intangible Assets) (Detail) $ in Thousands | Jun. 30, 2016USD ($) |
Intangible Assets, Net [Abstract] | |
For the year ending December 31, 2016 | $ 72,988 |
For the year ending December 31, 2017 | 99,971 |
For the year ending December 31, 2018 | 93,897 |
For the year ending December 31, 2019 | 84,294 |
For the year ending December 31, 2020 | $ 76,235 |
Long-Term Debt (Narrative) (Det
Long-Term Debt (Narrative) (Detail) - USD ($) | Jun. 02, 2016 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Debt Instrument [Line Items] | ||||||
Long term debt | $ 3,779,983,000 | $ 2,157,285,000 | ||||
Debt issuance costs | 12,941,000 | $ 3,120,000 | ||||
Cash and cash equivalents | 55,624,000 | $ 15,624,000 | $ 10,974,000 | $ 14,353,000 | ||
Credit Agreement [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Credit facility maximum borrowing capicity | $ 3,200,000,000 | |||||
Covenant decription | as of the last day of each fiscal quarter, the ratio of (a) (i) Consolidated Total Funded Debt (as defined in the Credit Agreement) as of such date less (ii) the sum of cash and cash equivalents of the Company and its subsidiaries on a dollar-for-dollar basis as of such date in excess of $50,000 up to a maximum of $200,000 (such that the maximum amount of reduction pursuant to this calculation does not exceed $150,000) to (b) Consolidated EBITDA (as defined in the Credit Agreement), measured for the preceding 12 months, to not more than 3.50 to 1.00 (or 3.75 to 1.00 during material acquisition periods, subject to certain limitations). The Credit Agreement also includes a financial covenant requiring the ratio of Consolidated EBIT (as defined in the Credit Agreement) to Consolidated Total Interest Expense (as defined in the Credit Agreement), in each case, measured for the preceding 12 months, to be not less than 2.75 to 1.00. During the continuance of an event of default, the Lenders may take a number of actions, including, among others, declaring the entire amount then outstanding under the Credit Agreement to be due and payable. | |||||
Covenant compliance | As of June 30, 2016, the Company was in compliance with all applicable covenants in the Credit Agreement. | |||||
Maturity date | Jun. 1, 2021 | |||||
Credit Agreement [Member] | Revolving Credit Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Credit facility maximum borrowing capicity | $ 1,562,500,000 | |||||
Long term debt | [1] | 457,026,000 | ||||
Credit facility outstanding | 457,026,000 | |||||
Credit Agreement [Member] | Term Loan Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Credit facility maximum borrowing capicity | $ 1,637,500,000 | |||||
Credit Agreement [Member] | Minimum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Required interest coverage ratio | 2.75 | |||||
Credit Agreement [Member] | Maximum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Reguired leverage ratio during material acquisition period | 3.75 | |||||
Required leverage ratio | 3.50 | |||||
Credit Agreement [Member] | Maximum [Member] | Letter of Credit [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Credit facility maximum borrowing capicity | $ 500,000,000 | |||||
Credit Agreement [Member] | Maximum [Member] | Swing Line Loans [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Swing line loans | $ 75,000,000 | |||||
Prior Credit Agreement [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Covenant compliance | As of December 31, 2015, Old Waste Connections was in compliance with all applicable covenants in the 2015 Old Waste Connections Credit Agreement | |||||
Commitment fee | 0.15% | |||||
Prior Credit Agreement [Member] | Letter of Credit [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Credit facility outstanding | $ 78,373,000 | |||||
Revolving credit term loan maximum borrowing capacity | 250,000,000 | |||||
Prior Credit Agreement [Member] | Revolving Credit Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Credit facility maximum borrowing capicity | 1,200,000,000 | |||||
Long term debt | [2] | 390,000,000 | ||||
Credit facility outstanding | 390,000,000 | |||||
Prior Credit Agreement [Member] | Term Loan Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Credit facility outstanding | 800,000,000 | |||||
Aggregate principal amount | 800,000,000 | |||||
Prior Credit Agreement [Member] | Swing Line Loans [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Credit facility outstanding | 5,000,000 | |||||
2016 Master Note Purchase Agreement [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Maximum limit of aggregate principal amount of notes outstanding | $ 1,500,000,000 | |||||
Assumed 2008 Note Purchase Agreement [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Maximum limit of aggregate principal amount of notes outstanding | 1,250,000,000 | |||||
Tax-exempt Bonds [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Long term debt | [1] | 95,430,000 | 31,430,000 | |||
Notes Payable to Sellers and Other Third Parties [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Long term debt | [1] | 15,027,000 | 10,855,000 | |||
Senior Notes [Member] | 2016 Master Note Purchase Agreement [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt issuance costs | 5,319,000 | |||||
Aggregate principal amount | 750,000,000 | |||||
Senior Notes [Member] | Assumed 2008 Note Purchase Agreement [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate principal amount | 825,000,000 | |||||
Senior Notes [Member] | Senior Notes due 2016 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Long term debt | $ 100,000,000 | |||||
Interest rate | 3.30% | |||||
Senior Notes [Member] | Senior Notes due 2018 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Long term debt | $ 50,000,000 | $ 50,000,000 | ||||
Interest rate | 4.00% | 4.00% | ||||
Aggregate principal amount | $ 50,000,000 | |||||
Senior Notes [Member] | Senior Notes due 2019 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Long term debt | $ 175,000,000 | $ 175,000,000 | ||||
Interest rate | 5.25% | 5.25% | ||||
Aggregate principal amount | $ 175,000,000 | |||||
Senior Notes [Member] | Senior Notes due 2021 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Long term debt | $ 100,000,000 | $ 100,000,000 | ||||
Interest rate | 4.64% | 4.64% | ||||
Aggregate principal amount | $ 100,000,000 | |||||
Senior Notes [Member] | New Senior Notes due 2021 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Long term debt | $ 150,000,000 | |||||
Maturity date | Jun. 1, 2021 | |||||
Interest rate | 2.39% | |||||
Aggregate principal amount | $ 150,000,000 | |||||
Senior Notes [Member] | Senior Notes due 2022 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Long term debt | $ 125,000,000 | $ 125,000,000 | ||||
Interest rate | 3.09% | 3.09% | ||||
Aggregate principal amount | $ 125,000,000 | |||||
Senior Notes [Member] | Senior Notes due 2023 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Long term debt | $ 200,000,000 | |||||
Maturity date | Jun. 1, 2023 | |||||
Interest rate | 2.75% | 2.75% | ||||
Aggregate principal amount | $ 200,000,000 | |||||
Senior Notes [Member] | Senior Notes due 2025 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Long term debt | $ 375,000,000 | $ 375,000,000 | ||||
Interest rate | 3.41% | 3.41% | ||||
Aggregate principal amount | $ 375,000,000 | |||||
Senior Notes [Member] | Senior Notes due 2026 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Long term debt | $ 400,000,000 | |||||
Maturity date | Jun. 1, 2026 | |||||
Interest rate | 3.03% | 3.03% | ||||
Aggregate principal amount | $ 400,000,000 | |||||
Term Loan Facility [Member] | Credit Agreement [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Long term debt | [1] | $ 1,637,500,000 | ||||
Interest rate | [1] | 1.66% | ||||
Term Loan Facility [Member] | Credit Agreement [Member] | Revolving Credit Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Credit facility maximum increase to borrowing capacity | $ 500,000,000 | |||||
Maximum amount of increase in commitments under the credit agreement | 3,700,000,000 | |||||
Term Loan Facility [Member] | Prior Credit Agreement [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Long term debt | [2] | $ 800,000,000 | ||||
Interest rate | [2] | 1.44% | ||||
Other Assets [Member] | Credit Agreement [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Prepaid expense, debt issuance costs | 7,015,000 | |||||
Debt [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Liabilities incurred | 1,729,274,000 | |||||
Debt [Member] | Progressive Waste Solutions Ltd. [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Liabilities incurred | $ 1,729,274,000 | 1,729,274,000 | ||||
Debt [Member] | Credit Agreement [Member] | Progressive Waste Solutions Ltd. [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Liabilities incurred | 1,659,465,000 | |||||
Debt [Member] | Prior Credit Agreement [Member] | Progressive Waste Solutions Ltd. [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Liabilities incurred | 1,659,465,000 | |||||
Tax-exempt Bonds [Member] | Progressive Waste Solutions Ltd. [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Liabilities incurred | 64,000,000 | |||||
Other Long-term Liabilities [Member} | Progressive Waste Solutions Ltd. [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Liabilities incurred | $ 5,809,000 | |||||
Credit Agreement Covenant [Member] | Credit Agreement [Member] | Minimum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Cash and cash equivalents | 50,000,000 | |||||
Credit Agreement Covenant [Member] | Credit Agreement [Member] | Maximum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Cash and cash equivalents | 200,000,000 | |||||
Credit Agreement Covenant [Member] | Other Assets [Member] | Credit Agreement [Member] | Maximum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Cash and cash equivalents | 150,000,000 | |||||
Base Rate [Member] | Credit Agreement [Member] | Revolving Credit Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Credit facility outstanding | $ 15,200,000 | |||||
Interest rate applicable | 3.75% | |||||
Base Rate [Member] | Prior Credit Agreement [Member] | Revolving Credit Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate | 3.70% | |||||
Base Rate [Member] | Prior Credit Agreement [Member] | Swing Line Loans [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Margin rate for loans | 0.50% | |||||
Base Rate [Member] | Canadian Prime Rate Loans and Swing Line Loans [Member] | Minimum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Margin rate for loans | 0.00% | |||||
Base Rate [Member] | Canadian Prime Rate Loans and Swing Line Loans [Member] | Maximum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Margin rate for loans | 0.50% | |||||
LIBOR [Member] | Credit Agreement [Member] | Revolving Credit Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Credit facility outstanding | $ 22,500,000 | |||||
Interest rate applicable | 1.66% | |||||
LIBOR [Member] | Credit Agreement [Member] | Term Loan Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Long term debt | $ 1,637,500,000 | |||||
Interest rate | 1.66% | |||||
LIBOR [Member] | Prior Credit Agreement [Member] | Letter of Credit [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Margin rate for loans | 1.20% | |||||
LIBOR [Member] | Prior Credit Agreement [Member] | Revolving Credit Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Credit facility outstanding | $ 385,000,000 | |||||
Interest rate | 1.44% | |||||
LIBOR [Member] | Prior Credit Agreement [Member] | Term Loan Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Margin rate for loans | 1.20% | |||||
Interest rate | 1.44% | |||||
LIBOR [Member] | Drawing Fees for Bankers' Acceptance and BA Loans and Letter of Credit [Member] | Minimum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Margin rate for loans | 1.00% | |||||
LIBOR [Member] | Drawing Fees for Bankers' Acceptance and BA Loans and Letter of Credit [Member] | Maximum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Margin rate for loans | 1.50% | |||||
Canadian Prime Rate [Member] | Credit Agreement [Member] | Revolving Credit Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Credit facility outstanding | $ 17,680,000 | |||||
Interest rate applicable | 2.95% | |||||
Canadian Bankers Acceptance Loan [Member] | Credit Agreement [Member] | Revolving Credit Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Credit facility outstanding | $ 401,646,000 | |||||
Interest rate applicable | 2.08% | |||||
[1] | Interest rates represent the interest rates incurred at June 30, 2016 | |||||
[2] | Interest rates represent the interest rates incurred at December 31, 2015 |
Long-Term Debt (Long-Term Debt)
Long-Term Debt (Long-Term Debt) (Detail) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2016 | Dec. 31, 2015 | ||
Debt Instrument [Line Items] | |||
Total debt | $ 3,779,983 | $ 2,157,285 | |
Less - current portion | (1,575) | (2,127) | |
Long-term debt and notes payable | 3,761,307 | 2,147,127 | |
Credit Agreement [Member] | Revolving Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Total debt | [1] | $ 457,026 | |
Interest rate, minimum | [1] | 1.66% | |
Interest rate, maximum | [1] | 3.75% | |
Credit Agreement [Member] | Term Loan Facility [Member] | |||
Debt Instrument [Line Items] | |||
Total debt | [1] | $ 1,637,500 | |
Interest rate | [1] | 1.66% | |
Prior Credit Agreement [Member] | Revolving Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Total debt | [2] | $ 390,000 | |
Interest rate, minimum | [2] | 1.44% | |
Interest rate, maximum | [2] | 3.70% | |
Prior Credit Agreement [Member] | Term Loan Facility [Member] | |||
Debt Instrument [Line Items] | |||
Total debt | [2] | $ 800,000 | |
Interest rate | [2] | 1.44% | |
Senior Notes due 2016 [Member] | Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Total debt | $ 100,000 | ||
Interest rate | 3.30% | ||
Debt instrument maturity date year | 2,016 | ||
Senior Notes due 2018 [Member] | Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Total debt | $ 50,000 | $ 50,000 | |
Interest rate | 4.00% | 4.00% | |
Debt instrument maturity date year | 2,018 | ||
Senior Notes due 2019 [Member] | Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Total debt | $ 175,000 | $ 175,000 | |
Interest rate | 5.25% | 5.25% | |
Debt instrument maturity date year | 2,019 | ||
Senior Notes due 2021 [Member] | Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Total debt | $ 100,000 | $ 100,000 | |
Interest rate | 4.64% | 4.64% | |
Debt instrument maturity date year | 2,021 | ||
New Senior Notes due 2021 [Member] | Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Total debt | $ 150,000 | ||
Interest rate | 2.39% | ||
Debt instrument maturity date year | 2,021 | ||
Senior Notes due 2022 [Member] | Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Total debt | $ 125,000 | $ 125,000 | |
Interest rate | 3.09% | 3.09% | |
Debt instrument maturity date year | 2,022 | ||
Senior Notes due 2023 [Member] | Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Total debt | $ 200,000 | ||
Interest rate | 2.75% | 2.75% | |
Debt instrument maturity date year | 2,023 | ||
Senior Notes due 2025 [Member] | Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Total debt | $ 375,000 | $ 375,000 | |
Interest rate | 3.41% | 3.41% | |
Debt instrument maturity date year | 2,025 | ||
Senior Notes due 2026 [Member] | Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Total debt | $ 400,000 | ||
Interest rate | 3.03% | 3.03% | |
Debt instrument maturity date year | 2,026 | ||
Tax-exempt Bonds [Member] | |||
Debt Instrument [Line Items] | |||
Total debt | [1] | $ 95,430 | $ 31,430 |
Interest rate, minimum | [1] | 0.46% | |
Interest rate, maximum | [1] | 0.49% | |
Notes Payable to Sellers and Other Third Parties [Member] | |||
Debt Instrument [Line Items] | |||
Total debt | [1] | $ 15,027 | 10,855 |
Interest rate, minimum | [1] | 3.00% | |
Interest rate, maximum | [1] | 24.80% | |
Debt Issuance Costs [Member] | |||
Debt Instrument [Line Items] | |||
Less - debt issuance costs | $ (17,101) | $ (8,031) | |
[1] | Interest rates represent the interest rates incurred at June 30, 2016 | ||
[2] | Interest rates represent the interest rates incurred at December 31, 2015 |
Long-Term Debt (Details of the
Long-Term Debt (Details of the Company's Credit Agreement) (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2016 | Dec. 31, 2015 | ||
Line of Credit Facility [Line Items] | |||
Amount drawn | $ 3,779,983 | $ 2,157,285 | |
Revolving Credit Facility [Member] | Credit Agreement [Member] | |||
Line of Credit Facility [Line Items] | |||
Amount drawn | 457,026 | ||
Letter of credit | 259,617 | ||
Available | $ 845,857 | ||
Commitment - rate applicable | 0.15% | ||
Amount drawn | [1] | $ 457,026 | |
Base Rate [Member] | Revolving Credit Facility [Member] | Credit Agreement [Member] | |||
Line of Credit Facility [Line Items] | |||
Amount drawn | $ 15,200 | ||
Interest rate applicable | 3.75% | ||
LIBOR [Member] | Revolving Credit Facility [Member] | Credit Agreement [Member] | |||
Line of Credit Facility [Line Items] | |||
Amount drawn | $ 22,500 | ||
Interest rate applicable | 1.66% | ||
LIBOR [Member] | Term Loan Facility [Member] | Credit Agreement [Member] | |||
Line of Credit Facility [Line Items] | |||
Amount drawn | $ 1,637,500 | ||
Interest rate applicable | 1.66% | ||
Canadian Prime Rate [Member] | Revolving Credit Facility [Member] | Credit Agreement [Member] | |||
Line of Credit Facility [Line Items] | |||
Amount drawn | $ 17,680 | ||
Interest rate applicable | 2.95% | ||
Canadian Bankers Acceptance Loan [Member] | Revolving Credit Facility [Member] | Credit Agreement [Member] | |||
Line of Credit Facility [Line Items] | |||
Amount drawn | $ 401,646 | ||
Interest rate applicable | 2.08% | ||
[1] | Interest rates represent the interest rates incurred at June 30, 2016 |
Segment Reporting (Narrative) (
Segment Reporting (Narrative) (Detail) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2016USD ($) | Jun. 30, 2016USD ($)customersegment | Jun. 30, 2015USD ($) | |
Business Acquisition [Line Items] | |||
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 | segment | 6 | ||
Number of reportable segments | segment | 6 | ||
Acquisition-related costs | $ 594 | ||
Progressive Waste Solutions Ltd. [Member] | |||
Business Acquisition [Line Items] | |||
Acquisition-related costs | $ 23,037 | $ 31,559 | |
Severance expenses | 19,402 | 19,402 | |
Excise taxes | 14,322 | 14,322 | |
Equity based compensation expense assumed | $ 13,379 | $ 13,379 |
Segment Reporting (Summary of F
Segment Reporting (Summary of Financial Information Concerning Company's Reportable Segments) (Detail) $ in Thousands | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2016USD ($) | Jun. 30, 2015USD ($) | Jun. 30, 2016USD ($)segment | Jun. 30, 2015USD ($) | ||||
Segment Reporting Information [Line Items] | |||||||
Revenue | $ 727,639 | $ 531,312 | $ 1,242,319 | $ 1,037,412 | |||
Segment EBITDA | [1] | 158,640 | 176,611 | $ 318,447 | 343,443 | ||
Number of operating segments | segment | 6 | ||||||
Intercompany Revenues [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Revenue | [2] | (103,367) | (69,459) | $ (173,727) | (130,923) | ||
Operating Segments [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Revenue | 831,006 | 600,771 | 1,416,046 | 1,168,335 | |||
Segment EBITDA | 234,505 | 173,772 | 402,800 | 341,062 | |||
Western [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Revenue | 236,431 | 222,388 | 455,664 | 428,014 | |||
Segment EBITDA | [1] | 79,835 | 73,015 | 153,625 | 141,907 | ||
Western [Member] | Intercompany Revenues [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Revenue | [2] | (29,480) | (25,795) | (57,111) | (49,234) | ||
Western [Member] | Operating Segments [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Revenue | 265,911 | 248,183 | 512,775 | 477,248 | |||
Eastern [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Revenue | 142,584 | 92,865 | 250,380 | 177,307 | |||
Segment EBITDA | [1] | 44,824 | 29,622 | 79,438 | 56,493 | ||
Eastern [Member] | Intercompany Revenues [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Revenue | [2] | (26,240) | (18,932) | (46,660) | (35,331) | ||
Eastern [Member] | Operating Segments [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Revenue | 168,824 | 111,797 | 297,040 | 212,638 | |||
Canada [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Revenue | 60,585 | 60,585 | |||||
Segment EBITDA | [1] | 23,555 | 23,555 | ||||
Canada [Member] | Intercompany Revenues [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Revenue | [2] | (9,518) | (9,518) | ||||
Canada [Member] | Operating Segments [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Revenue | 70,103 | 70,103 | |||||
Central [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Revenue | 139,670 | 127,706 | 259,607 | 241,423 | |||
Segment EBITDA | [1] | 52,578 | 46,353 | 96,431 | 88,215 | ||
Central [Member] | Intercompany Revenues [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Revenue | [2] | (18,327) | (15,349) | (32,288) | (28,241) | ||
Central [Member] | Operating Segments [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Revenue | 157,997 | 143,055 | 291,895 | 269,664 | |||
Southern [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Revenue | 120,551 | [3] | 36,044 | 157,470 | 70,495 | ||
Segment EBITDA | [1] | 27,228 | [3] | 8,451 | 36,717 | 16,985 | |
Southern [Member] | Intercompany Revenues [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Revenue | [2] | (16,618) | [3] | (6,265) | (22,665) | (11,660) | |
Southern [Member] | Operating Segments [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Revenue | 137,169 | [3] | 42,309 | 180,135 | 82,155 | ||
Exploration and Production [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Revenue | 27,818 | 52,309 | [3] | 58,613 | 120,173 | ||
Segment EBITDA | [1] | 6,485 | 16,331 | [3] | 13,034 | 37,462 | |
Exploration and Production [Member] | Intercompany Revenues [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Revenue | [2] | (3,184) | (3,118) | [3] | (5,485) | (6,457) | |
Exploration and Production [Member] | Operating Segments [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Revenue | 31,002 | 55,427 | [3] | 64,098 | 126,630 | ||
Corporate [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Revenue | [3] | ||||||
Segment EBITDA | [1],[3] | $ (75,865) | 2,839 | $ (84,353) | 2,381 | ||
Corporate [Member] | Intercompany Revenues [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Revenue | [2],[3] | ||||||
Corporate [Member] | Operating Segments [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Revenue | [3] | ||||||
[1] | For those items included in the determination of segment EBITDA, the accounting policies of the segments are the same as those described in Old Waste Connections' most recent Annual Report on Form 10-K, with the exception of foreign currency transaction gains (losses) for which the accounting policy is disclosed in Note 2 in these Condensed Consolidated Financial Statements. | ||||||
[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 six operating segments. For the three and six months ended June 30, 2016, amounts also include costs associated with the Progressive Waste acquisition. |
Segment Reporting (Total Assets
Segment Reporting (Total Assets for Reportable Segments) (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Segment Reporting Information [Line Items] | ||
Assets | $ 11,093,552 | $ 5,121,798 |
Western [Member] | ||
Segment Reporting Information [Line Items] | ||
Assets | 1,502,284 | 1,498,296 |
Eastern [Member] | ||
Segment Reporting Information [Line Items] | ||
Assets | 1,534,396 | 1,062,761 |
Canada [Member] | ||
Segment Reporting Information [Line Items] | ||
Assets | 2,668,924 | |
Central [Member] | ||
Segment Reporting Information [Line Items] | ||
Assets | 1,285,706 | 1,070,505 |
Southern [Member] | ||
Segment Reporting Information [Line Items] | ||
Assets | 2,793,763 | 259,046 |
Exploration and Production [Member] | ||
Segment Reporting Information [Line Items] | ||
Assets | 1,085,546 | 1,115,234 |
Corporate [Member] | ||
Segment Reporting Information [Line Items] | ||
Assets | $ 222,933 | $ 115,956 |
Segment Reporting (Changes in G
Segment Reporting (Changes in Goodwill by Reportable Segment) (Detail) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | ||
Goodwill [Line Items] | |||
Goodwill, Beginning Balance | $ 1,422,825 | $ 1,693,789 | |
Goodwill acquired | 2,867,148 | 28,535 | |
Impact of changes in foreign currency | 9,490 | ||
Goodwill, Ending Balance | 4,299,463 | 1,722,324 | |
Western [Member] | |||
Goodwill [Line Items] | |||
Goodwill, Beginning Balance | 373,820 | 372,915 | |
Goodwill acquired | 2,673 | 75 | |
Goodwill, Ending Balance | 376,493 | 372,990 | |
Eastern [Member] | |||
Goodwill [Line Items] | |||
Goodwill, Beginning Balance | 499,237 | 392,423 | |
Goodwill transferred | [1] | (39,705) | (55,206) |
Goodwill acquired | 70,723 | 6,517 | |
Goodwill, Ending Balance | 530,255 | 343,734 | |
Canada [Member] | |||
Goodwill [Line Items] | |||
Goodwill acquired | 1,510,220 | ||
Impact of changes in foreign currency | 9,490 | ||
Goodwill, Ending Balance | 1,519,710 | ||
Central [Member] | |||
Goodwill [Line Items] | |||
Goodwill, Beginning Balance | 472,425 | 460,381 | |
Goodwill transferred | [1] | (56,005) | (37,304) |
Goodwill acquired | 42,113 | 578 | |
Goodwill, Ending Balance | 458,533 | 423,655 | |
Southern [Member] | |||
Goodwill [Line Items] | |||
Goodwill transferred | [1] | 95,710 | 92,510 |
Goodwill acquired | 1,241,419 | 37 | |
Goodwill, Ending Balance | 1,337,129 | 92,547 | |
Exploration and Production [Member] | |||
Goodwill [Line Items] | |||
Goodwill, Beginning Balance | 77,343 | 468,070 | |
Goodwill acquired | 21,328 | ||
Goodwill, Ending Balance | $ 77,343 | $ 489,398 | |
[1] | In June 2016, as a result of the Progressive Waste acquisition, described in Note 6, the Company realigned its reporting structure and changed its three geographic operating segments (Western, Central and Eastern) to five geographic operating segments (Western, Eastern, Canada, Central and Southern). Additionally, the Company realigned certain of the Company's districts between operating segments. This realignment resulted in the reallocation of goodwill among its segments, which is reflected in the "Goodwill transferred" line item. |
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 | 6 Months Ended | |||||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | ||||
Segment EBITDA | [1] | $ 158,640 | $ 176,611 | $ 318,447 | $ 343,443 | ||
Depreciation | (84,348) | (59,639) | (145,245) | (116,945) | |||
Amortization of intangibles | (14,081) | (7,264) | (21,775) | (14,263) | |||
Other operating items | 3,284 | 316 | 3,048 | (346) | |||
Interest expense | (20,485) | (15,322) | (37,670) | (31,018) | |||
Other income (expense), net | (714) | 92 | (492) | (128) | |||
Foreign currency transaction gain | 689 | 689 | |||||
Income before income tax provision | 42,985 | 94,794 | 117,002 | 180,743 | |||
Western [Member] | |||||||
Segment EBITDA | [1] | 79,835 | 73,015 | 153,625 | 141,907 | ||
Eastern [Member] | |||||||
Segment EBITDA | [1] | 44,824 | 29,622 | 79,438 | 56,493 | ||
Canada [Member] | |||||||
Segment EBITDA | [1] | 23,555 | 23,555 | ||||
Central [Member] | |||||||
Segment EBITDA | [1] | 52,578 | 46,353 | 96,431 | 88,215 | ||
Southern [Member] | |||||||
Segment EBITDA | [1] | 27,228 | [2] | 8,451 | 36,717 | 16,985 | |
Exploration and Production [Member] | |||||||
Segment EBITDA | [1] | 6,485 | 16,331 | [2] | 13,034 | 37,462 | |
Corporate [Member] | |||||||
Segment EBITDA | [1],[2] | (75,865) | 2,839 | (84,353) | 2,381 | ||
Operating Segments [Member] | |||||||
Segment EBITDA | $ 234,505 | $ 173,772 | $ 402,800 | $ 341,062 | |||
[1] | For those items included in the determination of segment EBITDA, the accounting policies of the segments are the same as those described in Old Waste Connections' most recent Annual Report on Form 10-K, with the exception of foreign currency transaction gains (losses) for which the accounting policy is disclosed in Note 2 in these Condensed Consolidated Financial Statements. | ||||||
[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 six operating segments. For the three and six months ended June 30, 2016, amounts also include costs associated with the Progressive Waste acquisition. |
Segment Reporting (Total Report
Segment Reporting (Total Reported Revenues by Service Line) (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | ||
Revenue from External Customer [Line Items] | |||||
Revenues | $ 727,639 | $ 531,312 | $ 1,242,319 | $ 1,037,412 | |
Percentage of reported revenue | 100.00% | 100.00% | 100.00% | 100.00% | |
Solid Waste Collection [Member] | |||||
Revenue from External Customer [Line Items] | |||||
Revenues | $ 501,170 | $ 341,602 | $ 856,447 | $ 667,688 | |
Percentage of reported revenue | 68.90% | 64.30% | 68.90% | 64.40% | |
Solid Waste Disposal and Transfer [Member] | |||||
Revenue from External Customer [Line Items] | |||||
Revenues | $ 160,032 | $ 107,094 | $ 264,080 | $ 193,198 | |
Percentage of reported revenue | 22.00% | 20.10% | 21.30% | 18.60% | |
Solid Waste Recycling [Member] | |||||
Revenue from External Customer [Line Items] | |||||
Revenues | $ 16,726 | $ 12,054 | $ 26,707 | $ 22,902 | |
Percentage of reported revenue | 2.30% | 2.30% | 2.10% | 2.20% | |
E&P Waste Treatment, Recovery and Disposal [Member] | |||||
Revenue from External Customer [Line Items] | |||||
Revenues | $ 27,481 | $ 52,489 | $ 57,966 | $ 121,048 | |
Percentage of reported revenue | 3.80% | 9.90% | 4.70% | 11.70% | |
Intermodal and Other [Member] | |||||
Revenue from External Customer [Line Items] | |||||
Revenues | $ 22,230 | $ 18,073 | $ 37,119 | $ 32,576 | |
Percentage of reported revenue | 3.00% | 3.40% | 3.00% | 3.10% | |
Intercompany Revenues [Member] | |||||
Revenue from External Customer [Line Items] | |||||
Revenues | [1] | $ (103,367) | $ (69,459) | $ (173,727) | $ (130,923) |
Intercompany Revenues [Member] | Solid Waste Collection [Member] | |||||
Revenue from External Customer [Line Items] | |||||
Revenues | (1,778) | (981) | (3,099) | (1,900) | |
Intercompany Revenues [Member] | Solid Waste Disposal and Transfer [Member] | |||||
Revenue from External Customer [Line Items] | |||||
Revenues | (96,815) | (64,838) | (162,849) | (121,164) | |
Intercompany Revenues [Member] | Solid Waste Recycling [Member] | |||||
Revenue from External Customer [Line Items] | |||||
Revenues | (1,393) | (278) | (2,031) | (499) | |
Intercompany Revenues [Member] | E&P Waste Treatment, Recovery and Disposal [Member] | |||||
Revenue from External Customer [Line Items] | |||||
Revenues | (3,253) | (3,362) | (5,620) | (7,360) | |
Intercompany Revenues [Member] | Intermodal and Other [Member] | |||||
Revenue from External Customer [Line Items] | |||||
Revenues | (128) | (128) | |||
Operating Segments [Member] | |||||
Revenue from External Customer [Line Items] | |||||
Revenues | 831,006 | 600,771 | 1,416,046 | 1,168,335 | |
Operating Segments [Member] | Solid Waste Collection [Member] | |||||
Revenue from External Customer [Line Items] | |||||
Revenues | 502,948 | 342,583 | 859,546 | 669,588 | |
Operating Segments [Member] | Solid Waste Disposal and Transfer [Member] | |||||
Revenue from External Customer [Line Items] | |||||
Revenues | 256,847 | 171,932 | 426,929 | 314,362 | |
Operating Segments [Member] | Solid Waste Recycling [Member] | |||||
Revenue from External Customer [Line Items] | |||||
Revenues | 18,119 | 12,332 | 28,738 | 23,401 | |
Operating Segments [Member] | E&P Waste Treatment, Recovery and Disposal [Member] | |||||
Revenue from External Customer [Line Items] | |||||
Revenues | 30,734 | 55,851 | 63,586 | 128,408 | |
Operating Segments [Member] | Intermodal and Other [Member] | |||||
Revenue from External Customer [Line Items] | |||||
Revenues | $ 22,358 | $ 18,073 | $ 37,247 | $ 32,576 | |
[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 Instrume54
Derivative Financial Instruments (Narrative) (Details) $ in Thousands | 6 Months Ended | |
Jun. 30, 2016USD ($)agreement | Jun. 30, 2015USD ($) | |
Derivative Financial Instruments [Abstract] | ||
Number of interest rate swap agreements | 10 | |
Number of fuel hedge agreements | 2 | |
Ineffectiveness recognized on the fuel hedges | $ | $ 0 | $ 0 |
Derivative Financial Instrume55
Derivative Financial Instruments (Company's Derivative Instruments of Interest Rate Swaps) (Details) - LIBOR [Member] $ in Thousands | 6 Months Ended | |
Jun. 30, 2016USD ($) | ||
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 | |
Interest Rate Swap Seven [Member] | ||
Derivative [Line Items] | ||
Date entered | 2016-04 | |
Notional amount | $ 100,000 | |
Fixed interest rate paid | 1.00% | [1] |
Variable interest rate received | 1-month LIBOR | |
Effective date | 2017-02 | |
Expiration date | 2020-02 | |
Interest Rate Swap Eight [Member] | ||
Derivative [Line Items] | ||
Date entered | 2016-06 | |
Notional amount | $ 75,000 | |
Fixed interest rate paid | 0.85% | [1] |
Variable interest rate received | 1-month LIBOR | |
Effective date | 2017-02 | |
Expiration date | 2020-02 | |
Interest Rate Swap Nine [Member] | ||
Derivative [Line Items] | ||
Date entered | 2016-06 | |
Notional amount | $ 150,000 | |
Fixed interest rate paid | 0.95% | [1] |
Variable interest rate received | 1-month LIBOR | |
Effective date | 2018-01 | |
Expiration date | 2021-01 | |
Interest Rate Swap Ten [Member] | ||
Derivative [Line Items] | ||
Date entered | 2016-06 | |
Notional amount | $ 150,000 | |
Fixed interest rate paid | 0.95% | [1] |
Variable interest rate received | 1-month LIBOR | |
Effective date | 2018-01 | |
Expiration date | 2021-01 | |
[1] | Plus applicable margin. |
Derivative Financial Instrume56
Derivative Financial Instruments (Company's Derivative Instruments of Fuel Hedge Agreements) (Details) - Fuel [Member] | 6 Months Ended | |
Jun. 30, 2016gal / M$ / gal | ||
Fuel Hedge Agreement One [Member] | ||
Derivative [Line Items] | ||
Date entered | 2015-05 | |
Notional amount (in gallons per month) | gal / M | 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 Two [Member] | ||
Derivative [Line Items] | ||
Date entered | 2015-05 | |
Notional amount (in gallons per month) | gal / M | 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 U.S. 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 Instrume57
Derivative Financial Instruments (Fair Values of Derivative Instruments Designated as Cash Flow Hedges) (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 | |
Derivatives, Fair Value [Line Items] | |||
Derivatives designated as cash flow hedges, liability derivatives | $ (23,159) | $ (19,645) | |
Interest Rate Swap [Member] | Accrued Liabilities [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Derivatives designated as cash flow hedges, liability derivatives | (5,964) | [1] | (5,425) |
Interest Rate Swap [Member] | Other Long-term Liabilities [Member} | |||
Derivatives, Fair Value [Line Items] | |||
Derivatives designated as cash flow hedges, liability derivatives | (10,893) | (4,320) | |
Fuel [Member] | Commodity Contract [Member] | Accrued Liabilities [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Derivatives designated as cash flow hedges, liability derivatives | (4,444) | [2] | (5,699) |
Fuel [Member] | Commodity Contract [Member] | Other Long-term Liabilities [Member} | |||
Derivatives, Fair Value [Line Items] | |||
Derivatives designated as cash flow hedges, liability derivatives | $ (1,858) | (4,201) | |
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 June 30, 2016 (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 June 30, 2016 (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 Instrume58
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 | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | ||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Amount of gain or (loss) recognized as AOCL on derivatives, net of tax (effective portion) | [1] | $ (1,335) | $ (385) | $ (6,283) | $ (4,078) |
Amount of (gain) or loss reclassified from AOCL into earnings, net of tax (effective portion) | [2],[3] | 1,958 | 1,056 | 4,130 | 2,074 |
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] | 1,047 | 639 | 2,105 | 1,277 |
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] | 911 | 417 | 2,025 | 797 |
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] | (2,352) | 639 | (6,493) | (2,735) |
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] | $ 1,017 | $ (1,024) | $ 210 | $ (1,343) |
[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 Instr59
Fair Value of Financial Instruments (Carrying Values and Fair Values of Debt Instruments) (Detail) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2016 | Dec. 31, 2015 | ||
Debt Instrument [Line Items] | |||
Carrying value of senior notes | $ 3,779,983 | $ 2,157,285 | |
Senior Notes [Member] | 3.30% Senior Notes Due 2016 [Member] | |||
Debt Instrument [Line Items] | |||
Carrying value of senior notes | 100,000 | ||
Fair value of senior notes | [1] | $ 100,536 | |
Interest rate of senior notes | 3.30% | 3.30% | |
Senior note year due | 2,016 | ||
Senior Notes [Member] | 4.00% Senior Notes Due 2018 [Member] | |||
Debt Instrument [Line Items] | |||
Carrying value of senior notes | $ 50,000 | $ 50,000 | |
Fair value of senior notes | [1] | $ 52,445 | $ 51,860 |
Interest rate of senior notes | 4.00% | 4.00% | |
Senior note year due | 2,018 | ||
Senior Notes [Member] | 5.25% Senior Notes Due 2019 [Member] | |||
Debt Instrument [Line Items] | |||
Carrying value of senior notes | $ 175,000 | $ 175,000 | |
Fair value of senior notes | [1] | $ 195,728 | $ 190,985 |
Interest rate of senior notes | 5.25% | 5.25% | |
Senior note year due | 2,019 | ||
Senior Notes [Member] | 4.64% Senior Notes Due 2021 [Member] | |||
Debt Instrument [Line Items] | |||
Carrying value of senior notes | $ 100,000 | $ 100,000 | |
Fair value of senior notes | [1] | $ 110,938 | $ 107,613 |
Interest rate of senior notes | 4.64% | 4.64% | |
Senior note year due | 2,021 | ||
Senior Notes [Member] | 2.39% Senior Notes Due 2021 [Member] | |||
Debt Instrument [Line Items] | |||
Carrying value of senior notes | $ 150,000 | ||
Fair value of senior notes | [1] | $ 151,128 | |
Interest rate of senior notes | 2.39% | ||
Senior note year due | 2,021 | ||
Senior Notes [Member] | 3.09% Senior Notes Due 2022 [Member] | |||
Debt Instrument [Line Items] | |||
Carrying value of senior notes | $ 125,000 | $ 125,000 | |
Fair value of senior notes | [1] | $ 130,007 | $ 123,516 |
Interest rate of senior notes | 3.09% | 3.09% | |
Senior note year due | 2,022 | ||
Senior Notes [Member] | 2.75% Senior Notes Due 2023 [Member] | |||
Debt Instrument [Line Items] | |||
Carrying value of senior notes | $ 200,000 | ||
Fair value of senior notes | [1] | $ 202,728 | |
Interest rate of senior notes | 2.75% | ||
Senior note year due | 2,023 | ||
Senior Notes [Member] | 3.41% Senior Notes Due 2025 [Member] | |||
Debt Instrument [Line Items] | |||
Carrying value of senior notes | $ 375,000 | $ 375,000 | |
Fair value of senior notes | [1] | $ 397,099 | $ 370,245 |
Interest rate of senior notes | 3.41% | 3.41% | |
Senior note year due | 2,025 | ||
Senior Notes [Member] | 3.03% Senior Notes Due 2026 [Member] | |||
Debt Instrument [Line Items] | |||
Carrying value of senior notes | $ 400,000 | ||
Fair value of senior notes | [1] | $ 410,477 | |
Interest rate of senior notes | 3.03% | ||
Senior note year due | 2,026 | ||
[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 Informat60
Net Income Per Share Information (Basic and Diluted Net Income Per Common Share) (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Numerator: | ||||
Net income attributable to Waste Connections for basic and diluted earnings per share | $ 27,489 | $ 57,360 | $ 72,331 | $ 109,184 |
Denominator: | ||||
Basic shares outstanding | 140,203,557 | 124,079,184 | 131,496,582 | 124,044,130 |
Dilutive effect of stock options and warrants | 38,298 | 31,246 | 32,840 | 36,507 |
Dilutive effect of restricted stock units | 345,300 | 241,632 | 495,106 | 279,422 |
Diluted shares outstanding | 140,587,155 | 124,352,062 | 132,024,528 | 124,360,059 |
Fair Value Measurements (Narrat
Fair Value Measurements (Narrative) (Detail) - $ / gal | Jun. 30, 2016 | Dec. 31, 2015 |
Fair Value [Abstract] | ||
Minimum range of DOE index curve used in DCF model | 2.44 | 2.21 |
Maximum range of DOE index curve used in DCF model | 2.67 | 2.64 |
Weighted average DOE index curve used in DCF model | 2.57 | 2.43 |
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 | Jun. 30, 2016 | Dec. 31, 2015 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Restricted assets | $ 56,800 | $ 46,148 |
Contingent consideration | (56,524) | (49,394) |
Interest Rate Swap [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative instrument - net | (16,857) | (9,745) |
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Restricted assets | 56,800 | 46,148 |
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 | (16,857) | (9,745) |
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration | (56,524) | (49,394) |
Fuel [Member] | Commodity Contract [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative instrument - net | (6,302) | (9,900) |
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 | $ (6,302) | $ (9,900) |
Fair Value Measurements (Change
Fair Value Measurements (Change in Fair Value for Level 3 Derivatives) (Detail) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Fair Value [Abstract] | ||
Beginning balance | $ (9,900) | $ (1,979) |
Realized losses included in earnings | 3,274 | 1,292 |
Unrealized losses included in AOCL | 324 | (2,178) |
Ending balance | $ (6,302) | $ (2,865) |
Fair Value Measurements (Fair V
Fair Value Measurements (Fair Value for Level 3 Liabilities) (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Fair Value [Abstract] | ||
Beginning balance | $ 49,394 | $ 70,165 |
Contingent consideration recorded at acquisition date | 13,110 | 515 |
Payment of contingent consideration recorded at acquisition date | (4,109) | (190) |
Payment of contingent consideration recorded in earnings | (132) | |
Adjustments to contingent considerations | (2,495) | 833 |
Interest accretion expense | 756 | 1,762 |
Ending balance | $ 56,524 | $ 73,085 |
Other Comprehensive Income (L65
Other Comprehensive Income (Loss) (Components of Other Comprehensive Income (Loss)) (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Components of Other Comprehensive Income (Loss) [Line Items] | ||||
Foreign currency translation adjustment, gross | $ 12,651 | $ 12,651 | ||
Other comprehensive income (loss), gross total | 13,620 | $ 1,088 | 9,138 | $ (3,251) |
Income tax benefit related to items of other comprehensive loss | (346) | (417) | 1,360 | 1,247 |
Amounts reclassified, net of tax | 4,130 | 2,074 | ||
Changes in fair value, net of tax | (6,283) | (4,078) | ||
Foreign currency translation adjustment, net | 12,651 | 12,651 | ||
Other comprehensive income (loss), total, net of tax | 13,274 | 671 | 10,498 | (2,004) |
Interest Rate Swap [Member] | ||||
Components of Other Comprehensive Income (Loss) [Line Items] | ||||
Amounts reclassified, gross | 1,693 | 1,037 | 3,403 | 2,072 |
Changes in fair value, gross | (3,826) | 1,036 | (10,514) | (4,437) |
Amounts reclassified, tax effect | (646) | (398) | (1,298) | (795) |
Changes in fair value, tax effect | 1,474 | (397) | 4,021 | 1,702 |
Amounts reclassified, net of tax | 1,047 | 639 | 2,105 | 1,277 |
Changes in fair value, net of tax | (2,352) | 639 | (6,493) | (2,735) |
Fuel [Member] | Commodity Contract [Member] | ||||
Components of Other Comprehensive Income (Loss) [Line Items] | ||||
Amounts reclassified, gross | 1,473 | 677 | 3,274 | 1,292 |
Changes in fair value, gross | 1,629 | (1,662) | 324 | (2,178) |
Amounts reclassified, tax effect | (562) | (260) | (1,249) | (495) |
Changes in fair value, tax effect | (612) | 638 | (114) | 835 |
Amounts reclassified, net of tax | 911 | 417 | 2,025 | 797 |
Changes in fair value, net of tax | $ 1,017 | $ (1,024) | $ 210 | $ (1,343) |
Other Comprehensive Income (L66
Other Comprehensive Income (Loss) (Amounts Included in Accumulated Other Comprehensive Loss) (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Components of Other Comprehensive Income (Loss) [Line Items] | ||||
Beginning balance | $ (12,171) | $ (5,593) | ||
Amounts reclassified into earnings | 4,130 | 2,074 | ||
Changes in fair value | (6,283) | (4,078) | ||
Foreign currency translation adjustment | $ 12,651 | 12,651 | ||
Ending balance | (1,673) | $ (7,597) | (1,673) | (7,597) |
Foreign Currency Translation Adjustment [Member] | ||||
Components of Other Comprehensive Income (Loss) [Line Items] | ||||
Foreign currency translation adjustment | 12,651 | |||
Ending balance | 12,651 | 12,651 | ||
Interest Rate Swap [Member] | ||||
Components of Other Comprehensive Income (Loss) [Line Items] | ||||
Beginning balance | (6,037) | (4,372) | ||
Amounts reclassified into earnings | 1,047 | 639 | 2,105 | 1,277 |
Changes in fair value | (2,352) | 639 | (6,493) | (2,735) |
Ending balance | (10,425) | (5,830) | (10,425) | (5,830) |
Fuel [Member] | Commodity Contract [Member] | ||||
Components of Other Comprehensive Income (Loss) [Line Items] | ||||
Beginning balance | (6,134) | (1,221) | ||
Amounts reclassified into earnings | 911 | 417 | 2,025 | 797 |
Changes in fair value | 1,017 | (1,024) | 210 | (1,343) |
Ending balance | $ (3,899) | $ (1,767) | $ (3,899) | $ (1,767) |
Stockholders' Equity (Narrative
Stockholders' Equity (Narrative) (Detail) - USD ($) $ / shares in Units, $ in Thousands | Jul. 19, 2016 | Jun. 30, 2016 | Jun. 02, 2016 | Jun. 30, 2016 | Oct. 31, 2015 | Sep. 30, 2015 | Jul. 31, 2016 | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 01, 2016 | Dec. 31, 2015 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Common shares held in trust | 490,112 | ||||||||||||
Shares sold | 115,105 | ||||||||||||
Shares issued | 175,037,601 | 175,037,601 | 175,037,601 | 175,037,601 | 122,375,955 | ||||||||
Preferred stock, shares issued | 0 | 0 | 0 | 0 | |||||||||
Repurchase of common stock (shares) | 0 | 903,769 | |||||||||||
Aggregate cost of stock repurchased | $ 41,311 | ||||||||||||
Treasury shares | 375,007 | 375,007 | 375,007 | 375,007 | 0 | ||||||||
Cash dividend per share | $ 0.145 | $ 0.13 | $ 0.145 | $ 0.13 | $ 0.29 | $ 0.26 | |||||||
Cash dividend per common share, increase | $ 0.015 | ||||||||||||
Cash dividends on common stock | $ 35,585 | $ 32,203 | |||||||||||
Special Shares [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Shares issued | 0 | 0 | 0 | 0 | |||||||||
Treasury Stock [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Treasury shares | 375,007 | 375,007 | 375,007 | 375,007 | |||||||||
Restricted Stock Units (RSUs) [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Weighted average grant-date fair value of award | $ 56.66 | ||||||||||||
Vested and unissued | 27,362 | ||||||||||||
Shares outstanding | 853,876 | 853,876 | 853,876 | 853,876 | 1,007,301 | ||||||||
Units granted in period | 285,691 | ||||||||||||
Units forfeited in period | 13,935 | ||||||||||||
Vested deferred RSUs outstanding | 244,225 | 244,225 | 244,225 | 256,621 | 244,225 | 256,621 | |||||||
Restricted Stock Units (RSUs) [Member] | Progressive Waste Solutions Ltd. [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Shares outstanding | 375,007 | 375,007 | 375,007 | 375,007 | 490,112 | ||||||||
Vested and unissued | 329,109 | 418,242 | |||||||||||
Other long-term liabilities | $ 25,925 | ||||||||||||
Units vested in period | 25,972 | ||||||||||||
Units granted in period | 0 | ||||||||||||
Units forfeited in period | 181 | ||||||||||||
Units cash settled in period | 115,105 | ||||||||||||
Accelerated vesting in period | $ 3,420 | ||||||||||||
Vesting in period | 2,381 | ||||||||||||
Unrecognized compensation cost, other than options | $ 3,250 | 3,250 | $ 3,250 | $ 3,250 | |||||||||
Fair value of share based compensation outstanding less unrecognized compensation expense | $ 23,404 | $ 23,404 | $ 23,404 | $ 23,404 | |||||||||
Restricted Stock Units (RSUs) [Member] | Maximum [Member] | Progressive Waste Solutions Ltd. [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Vesting period of award | 3 years | ||||||||||||
Performance Shares [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Weighted average grant-date fair value of award | $ 56.43 | ||||||||||||
Shares outstanding | 281,762 | 281,762 | 281,762 | 281,762 | 293,413 | ||||||||
Units granted in period | 144,644 | ||||||||||||
Units forfeited in period | 33,335 | ||||||||||||
Performance Shares [Member] | Officer [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Vesting period of award | 4 years | ||||||||||||
Performance Shares [Member] | Progressive Waste Solutions Ltd. [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Shares outstanding | 131,786 | 131,786 | 131,786 | 131,786 | 206,856 | ||||||||
Vested and unissued | 48,317 | 38,409 | |||||||||||
Other long-term liabilities | $ 7,218 | ||||||||||||
Units vested in period | 75,282 | ||||||||||||
Units granted in period | 0 | ||||||||||||
Units forfeited in period | 0 | ||||||||||||
Units cash settled in period | 75,070 | ||||||||||||
Accelerated vesting in period | $ 4,130 | ||||||||||||
Vesting in period | 987 | ||||||||||||
Unrecognized compensation cost, other than options | $ 2,099 | 2,099 | $ 2,099 | $ 2,099 | |||||||||
Fair value of share based compensation outstanding less unrecognized compensation expense | 7,264 | $ 7,264 | 7,264 | 7,264 | |||||||||
Performance Shares [Member] | Minimum [Member] | Progressive Waste Solutions Ltd. [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Vesting period of award | 1 month | ||||||||||||
Performance Shares [Member] | Maximum [Member] | Progressive Waste Solutions Ltd. [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Vesting period of award | 3 years | ||||||||||||
Employee Stock Option [Member] | Progressive Waste Solutions Ltd. [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Other long-term liabilities | $ 13,022 | ||||||||||||
Accelerated vesting in period | $ 472 | ||||||||||||
Fair value of share based compensation outstanding less unrecognized compensation expense | $ 15,395 | $ 15,395 | $ 15,395 | $ 15,395 | |||||||||
Outstanding share based options | 452,678 | 452,678 | 452,678 | 452,678 | 456,110 | ||||||||
Outstanding options vested | 385,088 | 385,088 | 385,088 | 385,088 | 325,045 | ||||||||
Share based options vested in period | 63,475 | ||||||||||||
Options granted in period | 0 | ||||||||||||
Options forfeited in period | 0 | ||||||||||||
Options cash settled in period | 3,432 | ||||||||||||
Value of options vested in period | $ 1,989 | ||||||||||||
Unrecognized compensation costs, options | $ 319 | $ 319 | $ 319 | $ 319 | |||||||||
Employee Stock Option [Member] | Minimum [Member] | Progressive Waste Solutions Ltd. [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Vesting period of award | 1 month | ||||||||||||
Employee Stock Option [Member] | Maximum [Member] | Progressive Waste Solutions Ltd. [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Vesting period of award | 9 months | ||||||||||||
Subsequent Event [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Maximum number of shares authorized for repurchase | 8,770,732 | ||||||||||||
Period for stock repurchase program | 1 year | ||||||||||||
Stock repurchase plan expiration date | Aug. 7, 2017 | ||||||||||||
Daily repurchase of shares, maximum | 60,150 | ||||||||||||
Average daily trading volume during period | 240,601 |
Stockholders' Equity (Summary o
Stockholders' Equity (Summary of Activity Related to Restricted Stock Units) (Detail) | 6 Months Ended |
Jun. 30, 2016shares | |
Restricted Stock Units (RSUs) [Member] | |
Unvested shares | |
Outstanding, shares at December 31, 2015 | 1,007,301 |
Granted | 285,691 |
Forfeited | (13,935) |
Vested and issued | (397,819) |
Vested and unissued | (27,362) |
Outstanding, shares at June 30, 2016 | 853,876 |
Performance Shares [Member] | |
Unvested shares | |
Outstanding, shares at December 31, 2015 | 293,413 |
Granted | 144,644 |
Forfeited | (33,335) |
Vested and issued | (122,960) |
Outstanding, shares at June 30, 2016 | 281,762 |
Commitments and Contingencies (
Commitments and Contingencies (Narrative) (Detail) $ in Thousands | Dec. 02, 2014USD ($) |
Contingencies And Commitments [Line Items] | |
Estimated clean up costs | $ 342,000 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] | Jul. 26, 2016USD ($)$ / gal | Jul. 19, 2016$ / shares | Jul. 05, 2016USD ($) | Jul. 01, 2016USD ($) |
Subsequent Event [Line Items] | ||||
Period for stock repurchase program | 1 year | |||
Stock repurchase plan expiration date | Aug. 7, 2017 | |||
Dividends, declared date | Jul. 19, 2016 | |||
Dividends per share amount | $ / shares | $ 0.145 | |||
Dividends, date to be paid | Aug. 15, 2016 | |||
Dividends, date of record | Aug. 2, 2016 | |||
Interest Rate Swap [Member] | ||||
Subsequent Event [Line Items] | ||||
Derivative inception date | Jul. 5, 2016 | Jul. 1, 2016 | ||
Notional amount | $ 50,000,000 | $ 50,000,000 | ||
Fixed interest rate paid | 0.89% | 0.90% | ||
Derivative effective date | Jan. 2, 2018 | Jan. 1, 2018 | ||
Derivative expiration date | Jan. 1, 2021 | Jan. 1, 2021 | ||
Fuel [Member] | Fuel Hedge Agreement One [Member] | ||||
Subsequent Event [Line Items] | ||||
Derivative inception date | Jul. 26, 2016 | |||
Notional amount | $ 500,000 | |||
Derivative effective date | Jan. 1, 2017 | |||
Derivative expiration date | Dec. 31, 2017 | |||
Diesel rate paid fixed (per gallon) | $ / gal | 2.4988 | |||
Fuel [Member] | Fuel Hedge Agreement Two [Member] | ||||
Subsequent Event [Line Items] | ||||
Notional amount | $ 1,000,000 | |||
Derivative effective date | Jan. 1, 2018 | |||
Derivative expiration date | Dec. 31, 2018 | |||
Diesel rate paid fixed (per gallon) | $ / gal | 2.6345 |