Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2017 | Jul. 20, 2017 | |
Document Documentand Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
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 | 263,636,010 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and equivalents | $ 399,741 | $ 154,382 |
Accounts receivable, net of allowance for doubtful accounts of $14,947 and $13,160 at June 30, 2017 and December 31, 2016, respectively | 547,671 | 485,138 |
Current assets held for sale | 8,731 | 6,339 |
Prepaid expenses and other current assets | 93,053 | 97,533 |
Total current assets | 1,049,196 | 743,392 |
Property and equipment, net | 4,729,335 | 4,738,055 |
Goodwill | 4,589,573 | 4,390,261 |
Intangible assets, net | 1,083,787 | 1,067,158 |
Restricted assets | 60,393 | 63,406 |
Long-term assets held for sale | 79,448 | 33,989 |
Other assets, net | 63,631 | 67,664 |
Total assets | 11,655,363 | 11,103,925 |
Current liabilities: | ||
Accounts payable | 239,150 | 251,253 |
Book overdraft | 30,585 | 10,955 |
Accrued liabilities | 270,621 | 269,402 |
Deferred revenue | 140,070 | 134,081 |
Current portion of contingent consideration | 27,097 | 21,453 |
Current liabilities held for sale | 6,365 | 3,383 |
Current portion of long-term debt and notes payable | 11,511 | 1,650 |
Total current liabilities | 725,399 | 692,177 |
Long-term debt and notes payable | 3,963,909 | 3,616,760 |
Long-term portion of contingent consideration | 31,218 | 30,373 |
Long-term liabilities held for sale | 463 | |
Other long-term liabilities | 304,179 | 331,074 |
Deferred income taxes | 822,209 | 778,664 |
Total liabilities | 5,847,377 | 5,449,048 |
Commitments and contingencies (Note 17) | ||
Equity: | ||
Common shares: 263,637,093 shares issued and 263,425,440 shares outstanding at June 30, 2017; 263,140,777 shares issued and 262,803,380 shares outstanding at December 31, 2016 | 4,184,489 | 4,174,808 |
Additional paid-in capital | 102,479 | 102,220 |
Accumulated other comprehensive income (loss) | 26,108 | (43,001) |
Treasury shares: 211,653 and 337,397 shares at June 30, 2017 and December 31, 2016, respectively | ||
Retained earnings | 1,487,171 | 1,413,488 |
Total Waste Connections' equity | 5,800,247 | 5,647,515 |
Noncontrolling interest in subsidiaries | 7,739 | 7,362 |
Total equity | 5,807,986 | 5,654,877 |
Total liabilities and shareholders' equity | $ 11,655,363 | $ 11,103,925 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Statement Of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 14,947 | $ 13,160 |
Common stock, shares issued | 263,637,093 | 263,140,777 |
Common stock, shares outstanding | 263,425,440 | 262,803,380 |
Treasury shares | 211,653 | 337,397 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Net Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Income Statement [Abstract] | ||||
Revenues | $ 1,175,569 | $ 727,639 | $ 2,266,835 | $ 1,242,319 |
Operating expenses: | ||||
Cost of operations | 685,900 | 416,262 | 1,329,281 | 703,453 |
Selling, general and administrative | 126,350 | 152,737 | 255,400 | 220,419 |
Depreciation | 132,827 | 84,348 | 258,067 | 145,245 |
Amortization of intangibles | 24,762 | 14,081 | 50,272 | 21,775 |
Impairments and other operating items | (1,180) | (3,284) | 140,501 | (3,048) |
Operating income | 206,910 | 63,495 | 233,314 | 154,475 |
Interest expense | (31,160) | (20,485) | (60,291) | (37,670) |
Other income (expense), net | 1,860 | (714) | 3,326 | (492) |
Foreign currency transaction gain (loss) | (1,048) | 689 | (1,638) | 689 |
Income before income tax provision | 176,562 | 42,985 | 174,711 | 117,002 |
Income tax provision | (52,675) | (15,265) | (35,804) | (44,265) |
Net income | 123,887 | 27,720 | 138,907 | 72,737 |
Less: Net income attributable to noncontrolling interests | (231) | (231) | (377) | (406) |
Net income attributable to Waste Connections | $ 123,656 | $ 27,489 | $ 138,530 | $ 72,331 |
Earnings (loss) per common share attributable to Waste Connections' common stockholders: | ||||
Basic | $ 0.47 | $ 0.13 | $ 0.53 | $ 0.37 |
Diluted | $ 0.47 | $ 0.13 | $ 0.52 | $ 0.37 |
Shares used in the per share calculations: | ||||
Basic | 263,387,338 | 210,305,335 | 263,225,541 | 197,244,873 |
Diluted | 264,109,594 | 210,880,732 | 264,007,307 | 198,036,792 |
Cash dividends per common share | $ 0.12 | $ 0.097 | $ 0.24 | $ 0.193 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Net income | $ 123,887 | $ 27,720 | $ 138,907 | $ 72,737 |
Other comprehensive income (loss), before tax: | ||||
Foreign currency translation adjustment | 53,193 | 12,651 | 70,627 | 12,651 |
Other comprehensive income (loss), before tax | 50,897 | 13,620 | 68,179 | 9,138 |
Income tax (expense) benefit related to items of other comprehensive income (loss) | (1,338) | (346) | 930 | 1,360 |
Other comprehensive income (loss), net of tax | 49,559 | 13,274 | 69,109 | 10,498 |
Comprehensive income | 173,446 | 40,994 | 208,016 | 83,235 |
Less: Comprehensive income attributable to noncontrolling interests | (231) | (231) | (377) | (406) |
Comprehensive income attributable to Waste Connections | 173,215 | 40,763 | 207,639 | 82,829 |
Interest Rate Swap [Member] | ||||
Other comprehensive income (loss), before tax: | ||||
Amounts reclassified, gross | 760 | 1,693 | 1,841 | 3,403 |
Changes in fair value, gross | (2,904) | (3,826) | (1,876) | (10,514) |
Fuel [Member] | Commodity Contract [Member] | ||||
Other comprehensive income (loss), before tax: | ||||
Amounts reclassified, gross | 1,012 | 1,473 | 1,976 | 3,274 |
Changes in fair value, gross | $ (1,164) | $ 1,629 | $ (4,389) | $ 324 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Equity - USD ($) | 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, 2015 | $ 1,224,000 | $ 736,652,000 | $ (12,171,000) | $ 1,259,495,000 | $ 6,584,000 | $ 1,991,784,000 | |||
Beginning Balances, shares at Dec. 31, 2015 | 183,563,933 | ||||||||
Conversion of Old Waste Connections' common shares into common shares of New Waste Connections, APIC | (650,552,000) | ||||||||
Conversion of Old Waste Connections' common shares into common shares of New Waste Connections | $ 650,552,000 | ||||||||
Issuance of common shares to acquire Progressive Waste | $ 3,503,162,000 | 3,503,162,000 | |||||||
Issuance of common shares to acquire Progressive Waste, shares | 78,218,878 | ||||||||
Acquired common shares held in trust | 735,168 | ||||||||
Sale of common shares held in trust | $ 8,436,000 | $ (172,658) | 8,436,000 | ||||||
Sale of common shares held in trust, shares | 172,658 | ||||||||
Vesting of restricted share units (shares) | 58,992 | 184,440 | 596,728 | ||||||
Tax withholdings related to net share settlements of equity-based compensation | (11,349,000) | (11,349,000) | |||||||
Tax withholdings related to net share settlements of restricted share units, shares | (276,771) | ||||||||
Equity-based compensation | 13,026,000 | 13,026,000 | |||||||
Exercise of warrants, shares | 37,543 | ||||||||
Excess tax benefit associated with equity-based compensation | 5,015,000 | 5,015,000 | |||||||
Cash dividends on common shares | (35,585,000) | (35,585,000) | |||||||
Amounts reclassified into earnings, net of taxes | 4,130,000 | 4,130,000 | |||||||
Changes in fair value of cash flow hedges, net of taxes | (6,283,000) | (6,283,000) | |||||||
Foreign currency translation adjustment | 12,651,000 | 12,651,000 | |||||||
Distributions to noncontrolling interests | (3,000) | (3,000) | |||||||
Net income | 72,331,000 | 406,000 | 72,737,000 | ||||||
Ending Balances at Jun. 30, 2016 | $ 4,163,374,000 | 92,792,000 | (1,673,000) | 1,296,241,000 | 6,987,000 | 5,557,721,000 | |||
Ending Balances, shares at Jun. 30, 2016 | 262,556,401 | ||||||||
Ending Balance, treasury shares at Jun. 30, 2016 | 562,510 | ||||||||
Beginning Balances at Dec. 31, 2016 | $ 4,174,808,000 | 102,220,000 | (43,001,000) | 1,413,488,000 | 7,362,000 | $ 5,654,877,000 | |||
Beginning Balances, shares at Dec. 31, 2016 | 262,803,383 | 262,803,380 | |||||||
Beginning Balance, treasury shares at Dec. 31, 2016 | 337,397 | 337,397 | |||||||
Sale of common shares held in trust | $ 7,735,000 | $ 7,735,000 | |||||||
Sale of common shares held in trust, shares | 125,744 | (125,744) | |||||||
Vesting of restricted share units (shares) | 36,619 | 122,786 | 534,881 | ||||||
Tax withholdings related to net share settlements of equity-based compensation | (13,621,000) | (13,621,000) | |||||||
Tax withholdings related to net share settlements of restricted share units, shares | (247,927) | ||||||||
Equity-based compensation | 13,880,000 | 13,880,000 | |||||||
Exercise of stock options and warrants | $ 1,946,000 | 1,946,000 | |||||||
Exercise of stock options and warrants, shares | 49,954 | ||||||||
Cash dividends on common shares | (63,463,000) | (63,463,000) | |||||||
Amounts reclassified into earnings, net of taxes | 2,575,000 | 2,575,000 | |||||||
Changes in fair value of cash flow hedges, net of taxes | (4,093,000) | (4,093,000) | |||||||
Foreign currency translation adjustment | 70,627,000 | 70,627,000 | |||||||
Net income | 138,530,000 | 377,000 | 138,907,000 | ||||||
Ending Balances at Jun. 30, 2017 | $ 4,184,489,000 | $ 102,479,000 | $ 26,108,000 | 1,487,171,000 | $ 7,739,000 | $ 5,807,986,000 | |||
Ending Balances, shares at Jun. 30, 2017 | 263,425,440 | 263,425,440 | |||||||
Ending Balance, treasury shares at Jun. 30, 2017 | 211,653 | 211,653 | |||||||
Cumulative effect adjustment from adoption of new accounting pronouncement | $ (1,384,000) | $ (1,384,000) |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Cash flows from operating activities: | ||
Net income | $ 138,907 | $ 72,737 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Loss on disposal of assets and impairments | 128,608 | 509 |
Depreciation | 258,067 | 145,245 |
Amortization of intangibles | 50,272 | 21,775 |
Foreign currency transaction (gain) loss | 1,638 | (689) |
Deferred income taxes, net of acquisitions | (10,378) | 25,363 |
Amortization of debt issuance costs | 2,101 | 2,842 |
Share-based compensation | 23,364 | 26,405 |
Interest income on restricted assets | (283) | (246) |
Interest accretion | 6,887 | 3,629 |
Excess tax benefit associated with equity-based compensation | (5,015) | |
Adjustments to contingent consideration | 11,013 | (2,495) |
Payment of contingent consideration recorded in earnings | (132) | |
Net change in operating assets and liabilities, net of acquisitions | (58,290) | (30,282) |
Net cash provided by operating activities | 551,906 | 259,646 |
Cash flows from investing activities: | ||
Payments for acquisitions, net of cash acquired | (347,936) | (12,541) |
Cash acquired from acquisition | 65,745 | |
Capital expenditures for property and equipment | (202,617) | (112,087) |
Proceeds from disposal of assets | 20,617 | 1,560 |
Change in restricted assets, net of interest income | 3,689 | 113 |
Other | (1,732) | (696) |
Net cash used in investing activities | (527,979) | (57,906) |
Cash flows from financing activities: | ||
Proceeds from long-term debt | 864,952 | 3,352,676 |
Principal payments on notes payable and long-term debt | (585,762) | (3,461,005) |
Payment of contingent consideration recorded at acquisition date | (5,565) | (4,109) |
Change in book overdraft | 19,479 | 1,998 |
Proceeds from option and warrant exercises | 1,946 | |
Excess tax benefit associated with equity-based compensation | 5,015 | |
Payments for cash dividends | (63,463) | (35,585) |
Tax withholdings related to net share settlements of restricted share units | (13,621) | (11,349) |
Distributions to noncontrolling interests | (3) | |
Debt issuance costs | (3,519) | (12,941) |
Proceeds from sale of common shares held in trust | 7,735 | 8,436 |
Other | (1,094) | |
Net cash provided by (used in) financing activities | 221,088 | (156,867) |
Effect of exchange rate changes on cash and equivalents | 649 | (223) |
Net increase in cash and equivalents | 245,664 | 44,650 |
Cash and equivalents at beginning of period | 154,382 | 10,974 |
Less: change in cash held for sale | (305) | |
Cash and equivalents at end of period | 399,741 | 55,624 |
Non-cash financing activity: | ||
Liabilities assumed and notes payable issued to sellers of businesses acquired | 136,090 | 2,566,335 |
Non-cash consideration received for asset sales | $ 12,632 | |
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, 2017 | |
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 (the “Progressive Waste acquisition”). 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. The 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, 2017 and 2016, 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 the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016. |
Reporting Currency
Reporting Currency | 6 Months Ended |
Jun. 30, 2017 | |
Reporting Currency [Abstract] | |
Reporting Currency | 2. REPORTING CURRENCY The functional currency of the Company, as the parent corporate entity, and its 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, 2017 | |
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). Based on the Company’s work to date, it believes it has identified all material contract types and costs that may be impacted by this amended guidance. The Company expects to quantify and disclose the expected impact, if any, of adopting this amended guidance in the Quarterly Report on Form 10-Q for the third quarter of 2017. While the Company is still evaluating the impact of the amended guidance, it currently does not expect it to have a material impact on operating revenues. Upon adoption of the amended guidance, the Company anticipates recognizing an asset from the capitalization of sales incentives as contract acquisition costs. Under the amended guidance, sales incentives will be capitalized and amortized over the expected life of the customer relationship. Currently, the Company expenses approximately $16,000 in sales incentives annually. As noted above, the Company is still evaluating the possible impacts on the Company’s disclosures and on its consolidated financial statements, including potential changes in the classification of certain revenue streams and costs currently reported on a gross basis and the amount of sales incentives that will be capitalized. The Company is currently planning to adopt the amended guidance using the modified retrospective method as of January 1, 2018. 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. The Company adopted this guidance as of January 1, 2017, which resulted in the Company’s current deferred tax assets being recorded as noncurrent on a retrospective basis. The Company’s current deferred tax assets were $82,440 and $89,177 at June 30, 2017 and December 31, 2016, 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 yet assessed the potential impact of implementing this new accounting standard on its consolidated financial statements. 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 classification of awards as either equity or liabilities, an option to recognize gross share compensation expense with actual forfeitures recognized as they occur, certain classifications on the statement of cash flows and income tax consequences, including that all income tax effects of awards are to be recognized in the income statement when the awards are settled whereas previously the tax benefits in excess of compensation cost were recorded in equity. The new standard is effective for public companies for annual reporting periods beginning after December 15, 2016, and interim periods within that reporting period. As such, the Company adopted this standard on January 1, 2017 and classified the excess tax benefits associated with equity-based compensation arrangements, which were $6,792 during the six months ended June 30, 2017, as a discrete item within Income tax provision on the Condensed Consolidated Statements of Net Income, rather than recognizing such excess income tax benefits in Additional paid-in capital on the Condensed Consolidated Statements of Equity. This reclassification was made on a prospective basis and also impacted the related classification on the Company’s Condensed Consolidated Statements of Cash Flows as excess tax benefits associated with equity-based compensation arrangements were previously reported in cash flows from operating activities and cash flows from financing activities. Under the new standard, excess tax benefits associated with equity-based compensation are only reported in cash flows from operating activities. Additionally, the Company now recognizes gross share compensation expense with actual forfeitures as they occur, which differs from the Company’s previous accounting policy to estimate forfeitures each period. Using the modified retrospective approach, the Company recorded a cumulative effect adjustment to Retained earnings of $1,384 for the differential between the amount of compensation cost previously recorded and the amount that would have been recorded without assuming forfeitures. Classification of Certain Cash Receipts and Cash Payments . In August 2016, the FASB issued guidance that addresses eight targeted changes with respect to how cash receipts and cash payments are classified in the statements of cash flows, with the objective of reducing diversity in practice . The new standard is effective for public companies for financial statements issued for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted, provided that all of the amendments are adopted in the same period. The guidance requires application using a retrospective transition method. The Company does not expect the adoption of this guidance to have a material impact on the Company’s statement of cash flows. Accounting for Income Taxes: Intra-Entity Asset Transfers of Assets Other than Inventory . In October 2016, the FASB issued guidance that eliminates the exception for all intra-entity sales of assets other than inventory. As a result, a reporting entity would recognize the tax expense from the sale of the asset in the seller’s tax jurisdiction when the transfer occurs, even though the pre-tax effects of that transaction are eliminated in consolidation. Any deferred tax asset that arises in the buyer’s jurisdiction would also be recognized at the time of the transfer. The modified retrospective approach will be required for transition to the new guidance, with a cumulative-effect adjustment recorded in retained earnings as of the beginning of the period of adoption. The new guidance will be effective for public business entities in fiscal years beginning after December 15, 2017, including interim periods within those years. Early adoption is permitted; however, the guidance can only be adopted in the first interim period of a fiscal year. The Company does not expect the adoption of this guidance to have a material impact on the consolidated financial statements. Statement of Cash Flows: Restricted Cash . In November 2016, the FASB issued guidance that requires that the statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Entities will also be required to reconcile such total to amounts on the balance sheet and disclose the nature of the restrictions. The new standard is effective for public companies for financial statements issued for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. The Company does not expect the adoption of this guidance to have a material impact on the Company’s statement of cash flows. Simplifying the Test for Goodwill Impairment . In January 2017, the FASB issued guidance that simplifies the accounting for goodwill impairment. The guidance removes Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation. A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. All other goodwill impairment guidance will remain largely unchanged. The new standard will be applied prospectively, and is effective for public companies for their annual or any interim goodwill impairment tests for fiscal years beginning after December 15, 2019. Early adoption is permitted for any impairment tests performed after January 1, 2017. The Company early adopted this new guidance on January 1, 2017. During the year ended December 31, 2016, the Company did not record any impairment charges related to goodwill; however, the results of the Company’s annual impairment testing indicated that the carrying value of its E&P segment exceeded its fair value by more than $77,343 , which was the carrying value of goodwill at its E&P segment at December 31, 2016. Upon adopting this accounting guidance in the first quarter of 2017, the Company performed an updated impairment test for its E&P segment which showed its carrying value continued to exceed its fair value by an amount in excess of the carrying amount of goodwill, or $77,343 . Therefore, the Company recorded an impairment charge of $77,343 , consisting of the carrying amount of goodwill at its E&P segment at January 1, 2017, to Impairments and other operating charges in the Condensed Consolidated Statements of Net Income during the six months ended June 30, 2017. Stock Compensation: Scope of Modification Accounting . In May 2017, the FASB issued guidance to clarify when to account for a change to the terms or conditions of a share-based payment award as a modification. Under the new guidance, modification accounting is required only if the fair value, the vesting conditions, or the classification of the award (as equity or liability) changes as a result of the change in terms or conditions. The new standard is effective prospectively for all companies for annual periods beginning on or after December 15, 2017. Early adoption is permitted. The Company does not expect the adoption of this guidance to have a material impact on the consolidated financial statements. |
Reclassification
Reclassification | 6 Months Ended |
Jun. 30, 2017 | |
Reclassification [Abstract] | |
Reclassification | 4. RECLASSIFICATION As disclosed within other footnotes of the financial statements, deferred tax amounts reported in the Company’s prior year have been reclassified to conform with the 2017 presentation. |
Landfill Accounting
Landfill Accounting | 6 Months Ended |
Jun. 30, 2017 | |
Landfill Accounting [Abstract] | |
Landfill Accounting | 5. LANDFILL ACCOUNTING At June 30, 2017, the Company owned or operated 68 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, 2017, the Company’s landfills consisted of 79 owned landfills, eight landfills operated under life-of-site operating agreements and six landfills operated under limited-term operating agreements. The Company’s landfills had site costs with a net book value of $2,689,906 at June 30, 2017. 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, 2017, 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 25 years. As of June 30, 2017, the Company is seeking to expand permitted capacity at 16 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 31 years, with lives ranging from approximately 1 to 196 years. During the six months ended June 30, 2017 and 2016, the Company expensed $93,968 and $49,685 , respectively, or an average of $4.51 and $3.92 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 2017 and 2016 “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 2016 and 2015. The Company’s inflation rate assumption is 2.5% for the years ending December 31, 2017 and 2016. 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, 2017 and 2016, the Company expensed $5,775 and $2,763 respectively, or an average of $0.27 and $0.22 per ton consumed, respectively, related to final capping, closure and post-closure accretion expense. The following is a reconciliation of the Company’s final capping, closure and post-closure liability balance from December 31, 2016 to June 30, 2017: Final capping, closure and post-closure liability at December 31, 2016 $ 244,909 Adjustments to final capping, closure and post-closure liabilities (30,703) Liabilities incurred 7,280 Accretion expense associated with landfill obligations 5,775 Closure payments (2,545) Foreign currency translation adjustment 925 Final capping, closure and post-closure liability at June 30, 2017 $ 225,641 The Adjustments to final capping, closure and post-closure liabilities primarily consisted of decreases in estimated closure and post closure costs at several of our landfills, most notably our landfill at Seneca Meadows, and changes in engineering estimates related to timing of closure events and 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, 2017 and December 31, 2016, $57,135 and $55,388 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, 2017 | |
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 with Old Waste Connections continuing as the surviving corporation and an indirect wholly-owned subsidiary of New Waste Connections. The 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 herein 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 3.1152645 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 3.1152645 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 Company, 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 flows and better access to capital markets. The results of operations from the acquired Progressive Waste operations have been included in the Company’s Condensed Consolidated Financial Statements from June 1, 2016, the acquisition date. Total revenues during the period from January 1, 2017 to June 30, 2017, generated from the operations acquired in the Progressive Waste acquisition and included within consolidated revenues, were $1,001,653 . Total pre-tax earnings during the period from January 1, 2017 to June 30, 2017, generated from the operations acquired in the Progressive Waste acquisition and included within consolidated income before income taxes, were $116,887, and includes $50,377 of expenses recorded in Impairments and other operating items. The following table summarizes the consideration transferred to acquire Progressive Waste and the 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 (65,768) Net fair value of consideration transferred 5,166,668 Recognized amounts of identifiable assets acquired and liabilities assumed associated with the business acquired: Accounts receivable 231,709 Prepaid expenses and other current assets 28,623 Restricted assets 16,551 Property and equipment 2,063,011 Contracts 223,885 Customer lists 191,679 Other intangibles 218,499 Other assets 4,491 Accounts payable and accrued liabilities (264,992) Deferred revenue (35,635) Contingent consideration (19,412) Other long-term liabilities (185,774) Deferred income taxes (329,552) Total identifiable net assets 2,143,083 Goodwill $ 3,023,585 Following the merger of Merger Sub into Old Waste Connections, and the issuance of 3.1152645 New Waste Connections shares for each Old Waste Connections share after giving effect to the Consolidation, the Company issued an additional 78,218,878 common shares at $44.79 , 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 $1,729,274 of debt in the acquisition, consisting of $1,659,465 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. 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 originally 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. During the six months ended June 30, 2017, the Company recorded $11,313 to Impairments and other operating charges in the Condensed Consolidated Statements of Net Income to increase the fair value of the amount payable under this liability-classified contingent consideration arrangement. The second contingent amount payable had 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, which was paid during the six months ended June 30, 2017. 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 certain tax, audit and legal matters of 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. 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 was $239,212 , of which $7,503 was 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 $758 and $31,559 of acquisition-related costs for the Progressive Waste acquisition during the six months ended June 30, 2017 and 2016, respectively. These expenses are included in Selling, general and administrative expenses in the Company’s Condensed Consolidated Statements of Net Income. Other Acquisitions In January 2017, the Company acquired Groot Industries, Inc. (“Groot”). Groot is the largest privately-owned solid waste services company in Illinois with total annual revenue of approximately $200,000 . Groot serves approximately 300,000 customers primarily in northern Illinois from a network of seven collection operations, six transfer stations and one recycling facility. In addition to the acquisition of Groot, the Company acquired six individually immaterial non-hazardous solid waste collection businesses during the six months ended June 30, 2017. The total acquisition-related costs incurred during the six months ended June 30, 2017 for these acquisitions was $1,701 . These expenses are included in Selling, general and administrative expenses in the Company’s Condensed Consolidated Statements of Net Income. 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. 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 and the preliminary amounts of identifiable assets acquired and liabilities assumed at the acquisition dates for the acquisitions consummated in the six months ended June 30, 2017 and 2016: 2017 Acquisitions 2016 Acquisitions Fair value of consideration transferred: Cash $ 347,936 $ 12,541 Debt assumed 56,957 - Notes issued to sellers 13,460 - Fair value of operations exchanged 4,500 - 422,853 12,541 Recognized amounts of identifiable assets acquired and liabilities assumed associated with businesses acquired: Accounts receivable 13,264 486 Prepaid expenses and other current assets 2,586 476 Property and equipment 128,298 2,782 Long-term franchise agreements and contracts 31,700 - Customer lists 17,032 5,001 Other intangibles 27,261 - Other assets 487 261 Accounts payable and accrued liabilities (11,119) (741) Deferred revenue (3,176) (610) Contingent consideration (15) (345) Other long-term liabilities (1,080) - Deferred income taxes (50,283) - Total identifiable net assets 154,955 7,310 Goodwill $ 267,898 $ 5,231 Goodwill acquired during the six months ended June 30, 2017, totaling $11,111 , is expected to be deductible for tax purposes. 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. The fair value of acquired working capital related to five individually immaterial acquisitions completed during the six months ended June 30, 2017, 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 five 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, 2017, is $13,964 , of which $700 is expected to be uncollectible. 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 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, were acquired as of January 1, 2016 (unaudited): Six Months Ended June 30, 2016 Total revenue $ 2,051,327 Net income 178,058 Basic income per share 0.68 Diluted income per share 0.67 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, 2016, 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 associated with Progressive Waste interest rate swaps resulting from its credit facility being terminated, depreciation expense on acquired property and equipment, amortization of identifiable intangible assets acquired, depletion expense on acquired landfills and provision for income taxes. |
Assets Held for Sale
Assets Held for Sale | 6 Months Ended |
Jun. 30, 2017 | |
Assets Held for Sale [Abstract] | |
Assets Held for Sale | 7. ASSETS HELD FOR SALE Certain operating markets acquired in the Progressive Waste acquisition have characteristics that are not consistent with the Company’s operating strategy and meet the held for sale criteria as of December 31, 2016 and June 30, 2017. During the six months ended June 30, 2017, the Company completed the sale of all assets and liabilities in the Washington, D.C. market in its Eastern segment for cash and non-monetary consideration totaling $25,532 . During the six months ended June 30, 2017, the Company also completed the sale of an operation in the Florida market in its Southern segment for non-monetary consideration totaling $4,500 . As of June 30, 2017, the remaining assets classified as held for sale consist of certain operating markets in the Company’s Southern segment. The assets held for sale as of June 30, 2017 have been recognized at the lower of cost or fair value less costs to sell, which resulted in recording an estimated loss on disposal of $43,873 during the six months ended June 30, 2017. The expected consideration will include cash and non-monetary assets consisting of other solid waste collection businesses. Our assets and liabilities held for sale as of June 30, 2017 and December 31, 2016, were comprised of the following: June 30, 2017 December 31, 2016 Current assets held for sale: Cash and equivalents $ 347 $ 42 Accounts receivable 7,405 5,726 Other current assets 979 571 $ 8,731 $ 6,339 Long-term assets held for sale: Property and equipment $ 62,211 $ 33,624 Goodwill 17,215 244 Other assets 22 121 $ 79,448 $ 33,989 Current liabilities held for sale: Accounts payable $ 2,789 $ 1,320 Accrued liabilities 885 1,811 Deferred revenue 2,691 252 $ 6,365 $ 3,383 Long-term liabilities held for sale: Other liabilities $ 463 $ - |
Goodwill and Intangible Assets,
Goodwill and Intangible Assets, Net | 6 Months Ended |
Jun. 30, 2017 | |
Goodwill and Intangible Assets, Net [Abstract] | |
Goodwill and Intangible Assets, Net | 8 . GOODWILL AND INTANGIBLE ASSETS, NET The Company elected to early adopt the guidance issued by the FASB “Simplifying the Test for Goodwill Impairment” on January 1, 2017. As discussed in Note 3, the new guidance removes Step 2 of the goodwill impairment test, which required a hypothetical purchase price allocation. As such, the impairment analysis is only one step. In this step, the Company estimates the fair value of each of its reporting units , which consisted of five geographic operating segments and its E&P segment at June 30, 2017 , and compares the fair value with the carrying value of the net assets assigned to each reporting unit. If the fair value of a reporting unit is greater than the carrying value of the net assets, including goodwill, assigned to the reporting unit, then no impairment results. If the fair value is less than its carrying value, an impairment charge is recorded for the amount by which the carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. During the year ended December 31, 2016, the Company did not record any impairment charges related to goodwill; however, the results of the Company’s annual impairment testing indicated that the carrying value of its E&P segment exceeded its fair value by more than $77,343 , which was the carrying value of goodwill at its E&P segment at December 31, 2016. Upon adopting this accounting guidance in the first quarter of 2017, the Company performed an updated impairment test for its E&P segment. The impairment test involved measuring the recoverability of goodwill by comparing the E&P segment’s carrying amount, including goodwill, to the fair value of the reporting unit. The fair value was estimated using an income approach employing a discounted cash flow (“DCF”) model. The DCF model incorporated projected cash flows over a forecast period based on the remaining estimated lives of the operating locations comprising the E&P segment. This was based on a number of key assumptions, including, but not limited to, a discount rate of 11.7% , annual revenue projections based on E&P waste resulting from projected levels of oil and natural gas exploration and production activity during the forecast period, gross margins based on estimated operating expense requirements during the forecast period and estimated capital expenditures over the forecast period, all of which were classified as Level 3 in the fair value hierarchy. The impairment test showed the carrying value of the E&P segment continued to exceed its fair value by an amount in excess of the carrying amount of goodwill, or $77,343 . Therefore, the Company recorded an impairment charge of $77,343 , consisting of the carrying amount of goodwill at its E&P segment at January 1, 2017, to Impairments and other operating charges in the Condensed Consolidated Statements of Net Income during the six months ended June 30, 2017 . Intangible assets, exclusive of goodwill, consisted of the following at June 30, 2017: Gross Carrying Amount Accumulated Amortization Accumulated Impairment Loss Net Carrying Amount Finite-lived intangible assets: Long-term franchise agreements and contracts $ 452,025 $ (103,551) $ - $ 348,474 Customer lists 387,209 (155,341) - 231,868 Permits and other 315,772 (28,719) - 287,053 1,155,006 (287,611) - 867,395 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 - (38,507) 21,348 254,899 - (38,507) 216,392 Intangible assets, exclusive of goodwill $ 1,409,905 $ (287,611) $ (38,507) $ 1,083,787 The weighted-average amortization period of long-term franchise agreements and contracts acquired during the six months ended June 30, 2017 was 19.2 years. The weighted-average amortization period of customer lists acquired during the six months ended June 30, 2017 was 10.0 years. The weighted-average amortization period of finite-lived permits and other acquired during the six months ended June 30, 2017 was 40.0 years. Intangible assets, exclusive of goodwill, consisted of the following at December 31, 2016: Gross Carrying Amount Accumulated Amortization Accumulated Impairment Loss Net Carrying Amount Finite-lived intangible assets: Long-term franchise agreements and contracts $ 428,783 $ (86,552) $ - $ 342,231 Customer lists 371,203 (131,525) - 239,678 Permits and other 290,823 (21,966) - 268,857 1,090,809 (240,043) - 850,766 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 - (38,507) 21,348 254,899 - (38,507) 216,392 Intangible assets, exclusive of goodwill $ 1,345,708 $ (240,043) $ (38,507) $ 1,067,158 Estimated future amortization expense for the next five years relating to finite-lived intangible assets is as follows: For the year ending December 31, 2017 $ 100,344 For the year ending December 31, 2018 $ 93,108 For the year ending December 31, 2019 $ 83,147 For the year ending December 31, 2020 $ 75,471 For the year ending December 31, 2021 $ 66,754 |
Long-Term Debt
Long-Term Debt | 6 Months Ended |
Jun. 30, 2017 | |
Long-Term Debt [Abstract] | |
Long-Term Debt | 9. LONG-TERM DEBT Long-term debt consists of the following: June 30, 2017 December 31, 2016 Revolver under Credit Agreement, bearing interest ranging from 2.18 % to 2.95 % (a) $ 256,995 $ 310,582 Term loan under Credit Agreement, bearing interest at 2.43 % (a) 1,637,500 1,637,500 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% 150,000 150,000 2022 Notes, bearing interest at 3.09% 125,000 125,000 2023 Notes, bearing interest at 2.75% 200,000 200,000 2024 Notes, bearing interest at 3.24% 150,000 - 2025 Notes, bearing interest at 3.41% 375,000 375,000 2026 Notes, bearing interest at 3.03% 400,000 400,000 2027 Notes, bearing interest at 3.49% 250,000 - Tax-exempt bonds, bearing interest ranging from 0.97 % to 1.00 % (a) 95,430 95,430 Notes payable to sellers and other third parties, bearing interest at 2.00 % to 24.81 % (a) 26,935 14,180 3,991,860 3,632,692 Less – current portion (11,511) (1,650) Less – debt issuance costs (16,440) (14,282) $ 3,963,909 $ 3,616,760 ____________________ (a) Interest rates represent the interest rates incurred at June 30, 2017 . Details of the Credit Agreement are as follows: June 30, 2017 December 31, 2016 Revolver under Credit Agreement Available $ 1,089,603 $ 1,004,451 Letters of credit outstanding $ 215,902 $ 247,467 Total amount drawn, as follows: $ 256,995 $ 310,582 Amount drawn – Canadian prime rate loan $ 11,559 $ 7,448 Interest rate applicable - Canadian prime rate loan 2.95% 2.95% Amount drawn – Canadian BA loan $ 245,436 $ 303,134 Interest rate applicable – Canadian BA loan 2.18% 2.13% Commitment – rate applicable 0.15% 0.15% Term loan under Credit Agreement Amount drawn – U.S. based LIBOR loan $ 1,637,500 $ 1,637,500 Interest rate applicable – U.S. based LIBOR loan 2.43% 1.97% On April 20, 2017, pursuant to the First Supplement to Master Note Purchase Agreement with certain accredited institutional investors, the Company issued and sold to the investors $400,000 aggregate principal amount of senior unsecured notes consisting of (i) $150,000 of 3.24% series 2017A senior notes, tranche A due April 20, 2024 (the “2024 Notes”) and (ii) $250,000 of 3.49% series 2017A senior notes, tranche B due April 20, 2027 (the “2027 Notes”) (collectively, the “2017A Senior Notes”) in a private placement. The 2017A Senior Notes bear interest at fixed rates with interest payable in arrears semi-annually on the first day of October and April beginning on October 1, 2017, and on the respective maturity dates, until the principal thereunder becomes due and payable. The 2017A Senior Notes are unsecured obligations and rank pari passu with obligations under the Credit Agreement, the 2016 Senior Notes and the 2008 Notes. The 2017A Senior Notes are subject to representations, warranties, covenants and events of default. Upon the occurrence of an event of default, payment of the 2017A Senior Notes may be accelerated by the holders of the respective notes. The 2017A Senior Notes may also be prepaid by the Company at any time at par plus a make-whole amount determined in respect of the remaining scheduled interest payments on the respective notes, using a discount rate of the then current market standard for United States treasury bills plus 0.50% . In addition, the Company will be required to offer to prepay the 2017A Senior Notes upon certain changes in control. The Company intends to use the proceeds from the sale of the 2017A Senior Notes for general corporate purposes. |
Segment Reporting
Segment Reporting | 6 Months Ended |
Jun. 30, 2017 | |
Segment Reporting [Abstract] | |
Segment Reporting | 10. 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. The Company’s Southern segment services customers located in Alabama, Arkansas, Florida, Louisiana, Mississippi, southern Oklahoma, western Tennessee and Texas; 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 and Wisconsin; the Company’s Canada segment services customers located in the provinces of Alberta, British Columbia, Manitoba, Ontario and Québec; and the Company’s Central segment services customers located in Arizona, Colorado, Kansas, Minnesota, Missouri, Nebraska, New Mexico, Oklahoma, South Dakota, western Texas, Utah and eastern Wyoming. 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, amortization, impairments and 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 10. Summarized financial information concerning the Company’s reportable segments for the three and six months ended June 30, 2017 and 2016, is shown in the following tables: Three Months Ended June 30, 2017 Revenue Intercompany Revenue (b) Reported Revenue Segment EBITDA (c) Southern $ 323,108 $ (37,725) $ 285,383 $ 67,168 Western 288,953 (31,461) 257,492 87,045 Eastern 292,327 (46,017) 246,310 72,095 Canada 206,629 (26,332) 180,297 66,365 Central 182,781 (23,363) 159,418 60,716 E&P 48,677 (2,008) 46,669 21,092 Corporate (a) - - - (11,162) $ 1,342,475 $ (166,906) $ 1,175,569 $ 363,319 Three Months Ended June 30, 2016 Revenue Intercompany Revenue (b) Reported Revenue Segment EBITDA (c) Southern $ 137,169 $ (16,618) $ 120,551 $ 27,228 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 E&P 31,002 (3,184) 27,818 6,485 Corporate (a) - - - (75,865) $ 831,006 $ (103,367) $ 727,639 $ 158,640 Six Months Ended June 30, 2017 Revenue Intercompany Revenue (b) Reported Revenue Segment EBITDA (c) Southern $ 640,447 $ (74,942) $ 565,505 $ 136,108 Western 552,954 (59,872) 493,082 162,613 Eastern 565,624 (87,827) 477,797 137,546 Canada 391,960 (48,627) 343,333 123,665 Central 346,593 (42,866) 303,727 113,368 E&P 87,743 (4,352) 83,391 35,637 Corporate (a) - - - (26,783) $ 2,585,321 $ (318,486) $ 2,266,835 $ 682,154 Six Months Ended June 30, 2016 Revenue Intercompany Revenue (b) Reported Revenue Segment EBITDA (c) Southern $ 180,135 $ (22,665) $ 157,470 $ 36,717 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 E&P 64,098 (5,485) 58,613 13,034 Corporate (a) - - - (84,353) $ 1,416,046 $ (173,727) $ 1,242,319 $ 318,447 ____________________ (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. (b) Intercompany revenues reflect each segment’s total intercompany sales, including intercompany sales within a segment and between segments. Transactions within and between segments are generally made on a basis intended to reflect the market value of the service. (c) For those items included in the determination of segment EBITDA, the accounting policies of the segments are the same as those described in the Company’s most recent Annual Report on Form 10-K. Total assets for each of the Company’s reportable segments at June 30, 2017 and December 31, 2016, were as follows: June 30, 2017 December 31, 2016 Southern $ 2,801,661 $ 2,869,841 Western 1,518,397 1,516,870 Eastern 1,944,737 1,541,854 Canada 2,583,098 2,532,046 Central 1,304,610 1,302,900 E&P 986,957 1,068,086 Corporate 515,903 272,328 Total Assets $ 11,655,363 $ 11,103,925 The following tables show changes in goodwill during the six months ended June 30, 2017 and 2016, by reportable segment: Southern Western Eastern Canada Central E&P Total Balance as of December 31, 2016 $ 1,470,023 $ 376,537 $ 533,160 $ 1,465,274 $ 467,924 $ 77,343 $ 4,390,261 Goodwill acquired 10,335 - 249,724 7,128 711 - 267,898 Impairment loss - - - - - (77,343) (77,343) Goodwill adjustment for assets sold 2,205 - 321 - - - 2,526 Impairment loss related to assets held for sale (27,311) - - - - - (27,311) Goodwill reclassified as assets held for sale (17,215) - - - - - (17,215) Impact of changes in foreign currency - - - 50,757 - - 50,757 Balance as of June 30, 2017 $ 1,438,037 $ 376,537 $ 783,205 $ 1,523,159 $ 468,635 $ - $ 4,589,573 Southern Western Eastern Canada Central E&P Total Balance as of December 31, 2015 $ 95,710 $ 373,820 $ 459,532 $ - $ 416,420 $ 77,343 $ 1,422,825 Goodwill acquired 1,241,419 2,673 70,723 1,510,220 42,113 - 2,867,148 Impact of changes in foreign currency - - - 9,490 - - 9,490 Balance as of June 30, 2016 $ 1,337,129 $ 376,493 $ 530,255 $ 1,519,710 $ 458,533 $ 77,343 $ 4,299,463 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, 2017 2016 2017 2016 Southern segment EBITDA $ 67,168 $ 27,228 $ 136,108 $ 36,717 Western segment EBITDA 87,045 79,835 162,613 153,625 Eastern segment EBITDA 72,095 44,824 137,546 79,438 Canada segment EBITDA 66,365 23,555 123,665 23,555 Central segment EBITDA 60,716 52,578 113,368 96,431 E&P segment EBITDA 21,092 6,485 35,637 13,034 Subtotal reportable segments 374,481 234,505 708,937 402,800 Unallocated corporate overhead (11,162) (75,865) (26,783) (84,353) Depreciation (132,827) (84,348) (258,067) (145,245) Amortization of intangibles (24,762) (14,081) (50,272) (21,775) Impairments and other operating items 1,180 3,284 (140,501) 3,048 Interest expense (31,160) (20,485) (60,291) (37,670) Other income (expense), net 1,860 (714) 3,326 (492) Foreign currency transaction gain (loss) (1,048) 689 (1,638) 689 Income before income tax provision $ 176,562 $ 42,985 $ 174,711 $ 117,002 The following tables reflect a breakdown of the Company’s revenue and inter-company eliminations for the periods indicated: Three months ended June 30, 2017 Revenue Intercompany Revenue Reported Revenue % of Reported Revenue Solid waste collection $ 797,131 $ (2,392) $ 794,739 67.6% Solid waste disposal and transfer 416,176 (158,937) 257,239 21.9 Solid waste recycling 43,693 (2,351) 41,342 3.5 E&P waste treatment, recovery and disposal 50,043 (2,870) 47,173 4.0 Intermodal and other 35,432 (356) 35,076 3.0 Total $ 1,342,475 $ (166,906) $ 1,175,569 100.0% 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% Six months ended June 30, 2017 Revenue Intercompany Revenue Reported Revenue % of Reported Revenue Solid waste collection $ 1,565,478 $ (4,592) $ 1,560,886 68.9% Solid waste disposal and transfer 773,201 (302,378) 470,823 20.8 Solid waste recycling 87,581 (4,935) 82,646 3.6 E&P waste treatment, recovery and disposal 89,864 (5,838) 84,026 3.7 Intermodal and other 69,197 (743) 68,454 3.0 Total $ 2,585,321 $ (318,486) $ 2,266,835 100.0% 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% |
Derivative Financial Instrument
Derivative Financial Instruments | 6 Months Ended |
Jun. 30, 2017 | |
Derivative Financial Instruments [Abstract] | |
Derivative Financial Instruments | 11. 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 income (loss) (“AOCIL”) 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 Credit Agreement. The Company’s strategy to achieve that objective involves entering into interest rate swaps. The interest rate swaps outstanding at June 30, 2017 were specifically designated to the Credit Agreement and accounted for as cash flow hedges. At June 30, 2017, the Company’s derivative instruments included 11 interest rate swap agreements as follows: Date Entered Notional Amount Fixed Interest Rate Paid* Variable Interest Rate Received Effective Date Expiration Date 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 July 2016 $ 50,000 0.900% 1-month LIBOR January 2018 January 2021 July 2016 $ 50,000 0.890% 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, 2017, the Company’s derivative instruments included four 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 $3.2800 DOE Diesel Fuel Index* January 2016 December 2017 May 2015 200,000 $3.2750 DOE Diesel Fuel Index* January 2016 December 2017 July 2016 500,000 $2.4988 DOE Diesel Fuel Index* January 2017 December 2017 July 2016 1,000,000 $2.6345 DOE Diesel Fuel Index* January 2018 December 2018 ____________________ * 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, 2017, 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 Prepaid expenses and other current assets (a) $ 1,428 Accrued liabilities (a) $ (2,411) Other assets, net 11,068 Other long-term liabilities (1,781) Fuel hedges Prepaid expenses and other current assets (b) 103 Accrued liabilities (b) (2,606) Other long-term liabilities (174) Total derivatives designated as cash flow hedges $ 12,599 $ (6,972) ____________________ (a) Represents the estimated amount of the existing unrealized gains and losses, respectively, on interest rate swaps as of June 30, 2017 (based on the interest rate yield curve at that date), included in AOCIL expected to be reclassified into pre-tax earnings within the next 12 months. The actual amounts reclassified into earnings are dependent on future movements in interest rates. (b) Represents the estimated amount of the existing unrealized gains and losses, respectively, on fuel hedges as of June 30, 2017 (based on the forward DOE diesel fuel index curve at that date), included in AOCIL 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, 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 Prepaid expenses and other current assets $ 127 Accrued liabilities $ (3,260) Other assets, net 13,822 Other long-term liabilities (2,350) Fuel hedges Prepaid expenses and other current assets 1,343 Accrued liabilities (3,258) Other assets, net 1,651 Total derivatives designated as cash flow hedges $ 16,943 $ (8,868) The following table summarizes the impact of the Company’s cash flow hedges on the results of operations, comprehensive income (loss) and AOCIL for the three and six months ended June 30, 2017 and 2016: Derivatives Designated as Cash Flow Hedges Amount of Gain or (Loss) Recognized as AOCIL on Derivatives, Net of Tax (Effective Portion) (a) Statement of Net Income Classification Amount of (Gain) or Loss Reclassified from AOCIL into Earnings, Net of Tax (Effective Portion) (b),(c) Three Months Ended June 30, Three Months Ended June 30, 2017 2016 2017 2016 Interest rate swaps $ (4,098) $ (2,352) Interest expense $ 558 $ 1,047 Fuel hedges (720) 1,017 Cost of operations 626 911 Total $ (4,818) $ (1,335) $ 1,184 $ 1,958 Derivatives Designated as Cash Flow Hedges Amount of Gain or (Loss) Recognized as AOCIL on Derivatives, Net of Tax (Effective Portion) (a) Statement of Net Income Classification Amount of (Gain) or Loss Reclassified from AOCIL into Earnings, Net of Tax (Effective Portion) (b),(c) Six Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Interest rate swaps $ (1,379) $ (6,493) Interest expense $ 1,353 $ 2,105 Fuel hedges (2,714) 210 Cost of operations 1,222 2,025 Total $ (4,093) $ (6,283) $ 2,575 $ 4,130 ___________________ (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 AOCIL. 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 AOCIL. 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 AOCIL 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 AOCIL 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, 2017 and 2016. See Note 15 for further discussion on the impact of the Company’s hedge accounting to its consolidated comprehensive income (loss) and AOCIL. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 6 Months Ended |
Jun. 30, 2017 | |
Fair Value [Abstract] | |
Fair Value of Financial Instruments | 12. 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, 2017 and December 31, 2016, 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, 2017 and December 31, 2016, 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, 2017 and December 31, 2016, are as follows: Carrying Value at Fair Value* at June 30, 2017 December 31, 2016 June 30, 2017 December 31, 2016 4.00% Senior Notes due 2018 $ 50,000 $ 50,000 $ 50,734 $ 51,226 5.25% Senior Notes due 2019 $ 175,000 $ 175,000 $ 186,411 $ 187,671 4.64% Senior Notes due 2021 $ 100,000 $ 100,000 $ 106,979 $ 106,618 2.39% Senior Notes due 2021 $ 150,000 $ 150,000 $ 148,267 $ 146,168 3.09% Senior Notes due 2022 $ 125,000 $ 125,000 $ 126,099 $ 123,974 2.75% Senior Notes due 2023 $ 200,000 $ 200,000 $ 196,690 $ 192,238 3.24% Senior Notes due 2024 $ 150,000 $ - $ 150,597 $ - 3.41% Senior Notes due 2025 $ 375,000 $ 375,000 $ 378,842 $ 368,968 3.03% Senior Notes due 2026 $ 400,000 $ 400,000 $ 391,387 $ 379,438 3.49% Senior Notes due 2027 $ 250,000 $ - $ 251,601 $ - ______________________ * 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 14. |
Net Income Per Share Informatio
Net Income Per Share Information | 6 Months Ended |
Jun. 30, 2017 | |
Net Income Per Share Information [Abstract] | |
Net Income Per Share Information | 13. 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 shareholders for the three and six months ended June 30, 2017 and 2016: Three months ended June 30, Six months ended June 30, 2017 2016 2017 2016 Numerator: Net income attributable to Waste Connections for basic and diluted earnings per share $ 123,656 $ 27,489 $ 138,530 $ 72,331 Denominator: Basic shares outstanding 263,387,338 210,305,335 263,225,541 197,244,873 Dilutive effect of equity-based awards 722,256 575,397 781,766 791,919 Diluted shares outstanding 264,109,594 210,880,732 264,007,307 198,036,792 |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2017 | |
Fair Value [Abstract] | |
Fair Value Measurements | 14. 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 $2.51 to $2.62 at June 30, 2017 and from $2.61 to $2.78 at December 31, 2016. The weighted average DOE index curve used in the DCF model was $2.57 and $2.75 at June 30, 2017 and December 31, 2016, 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 and Canadian bankers’ acceptance notes. The Company’s assets and liabilities measured at fair value on a recurring basis at June 30, 2017 and December 31, 2016, were as follows: Fair Value Measurement at June 30, 2017 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 asset position $ 8,304 $ - $ 8,304 $ - Fuel hedge derivative instruments – net liability position $ (2,677) $ - $ - $ (2,677) Restricted assets $ 58,985 $ - $ 58,985 $ - Contingent consideration $ (58,315) $ - $ - $ (58,315) Fair Value Measurement at December 31, 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 asset position $ 8,339 $ - $ 8,339 $ - Fuel hedge derivative instrument – net liability position $ (264) $ - $ - $ (264) Restricted assets $ 57,166 $ - $ 57,166 $ - Contingent consideration $ (51,826) $ - $ - $ (51,826) The following table summarizes the changes in the fair value for Level 3 derivatives for the six months ended June 30, 2017 and 2016: Six Months Ended June 30, 2017 2016 Beginning balance $ (264) $ (9,900) Realized losses included in earnings 1,976 3,274 Unrealized (gains) losses included in AOCIL (4,389) 324 Ending balance $ (2,677) $ (6,302) 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, 2017 and 2016: Six Months Ended June 30, 2017 2016 Beginning balance $ 51,826 $ 49,394 Contingent consideration recorded at acquisition date 15 13,110 Payment of contingent consideration recorded at acquisition date (5,565) (4,109) Payment of contingent consideration recorded in earnings - (132) Adjustments to contingent consideration 11,013 (2,495) Interest accretion expense 1,026 756 Ending balance $ 58,315 $ 56,524 |
Other Comprehensive Income (Los
Other Comprehensive Income (Loss) | 6 Months Ended |
Jun. 30, 2017 | |
Other Comprehensive Income (Loss) [Abstract] | |
Other Comprehensive Income (Loss) | 15. 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, 2017 and 2016 are as follows: Three months ended June 30, 2017 Gross Tax effect Net of tax Interest rate swap amounts reclassified into interest expense $ 760 $ (202) $ 558 Fuel hedge amounts reclassified into cost of operations 1,012 (386) 626 Changes in fair value of interest rate swaps (2,904) (1,194) (4,098) Changes in fair value of fuel hedges (1,164) 444 (720) Foreign currency translation adjustment 53,193 - 53,193 $ 50,897 $ (1,338) $ 49,559 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 Six months ended June 30, 2017 Gross Tax effect Net of tax Interest rate swap amounts reclassified into interest expense $ 1,841 $ (488) $ 1,353 Fuel hedge amounts reclassified into cost of operations 1,976 (754) 1,222 Changes in fair value of interest rate swaps (1,876) 497 (1,379) Changes in fair value of fuel hedges (4,389) 1,675 (2,714) Foreign currency translation adjustment 70,627 - 70,627 $ 68,179 $ 930 $ 69,109 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 A rollforward of the amounts included in AOCIL, net of taxes, for the six months ended June 30, 2017 and 2016, is as follows: Fuel Hedges Interest Rate Swaps Foreign Currency Translation Adjustment Accumulated Other Comprehensive Income ( Loss ) Balance at December 31, 2016 $ (164) $ 8,094 $ (50,931) $ (43,001) Amounts reclassified into earnings 1,222 1,353 - 2,575 Changes in fair value (2,714) (1,379) - (4,093) Foreign currency translation adjustment - - 70,627 70,627 Balance at June 30, 2017 $ (1,656) $ 8,068 $ 19,696 $ 26,108 . Fuel Hedges Interest Rate Swaps Foreign Currency Translation Adjustment Accumulated Other Comprehensive Income ( 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) See Note 11 for further discussion on the Company’s derivative instruments. |
Shareholders' Equity
Shareholders' Equity | 6 Months Ended |
Jun. 30, 2017 | |
Shareholders' Equity [Abstract] | |
Shareholders' Equity | 16. SHAREHOLDERS' EQUITY Share split On April 26, 2017, the Company announced that its Board of Directors approved a split of its common shares on a three -for-two basis, which was approved by its shareholders at the Company’s Annual and Special Meeting of Shareholders of Waste Connections on May 23, 2017. Shareholders of record on June 7, 2017 received from the Company’s transfer agent on June 16, 2017, one additional common share for every two common shares held. All share and per share amounts for all periods presented have been retroactively adjusted to reflect the share split. 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, 2017, is presented below: Unvested Shares Outstanding at December 31, 2016 1,252,291 Granted 413,179 Forfeited (26,483) Vested and issued (534,881) Vested and deferred (34,033) Outstanding at June 30, 2017 1,070,073 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, 2017 was $56.99 . 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, 2017 and 2016, the Company had 352,263 and 366,337 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, 2017, is presented below: Unvested Shares Outstanding at December 31, 2016 427,144 Granted 210,103 Vested and issued (122,786) Outstanding at June 30, 2017 514,461 During the six months ended June 30, 2017, the Compensation Committee granted PSUs with three -year performance-based metrics that the Company must meet before those awards may be earned, and the performance period for those grants ends on December 31, 2019 . During the same period, the Compensation Committee also granted PSUs 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, 2017 was $57.47 . Deferred Share Units – New Waste Connections and Progressive Waste Plans A summary of activity related to deferred share units (“DSUs”) during the six-month period ended June 30, 2017, is presented below: Vested Shares Outstanding at December 31, 2016 68,942 Granted 4,725 Share settled (35,416) Cash settled (25,113) Outstanding at June 30, 2017 13,138 Restricted Share Units - Progressive Waste Plans The Progressive Waste share-based compensation plans were continued by the Company following the Progressive Waste acquisition and allow for the issuance of shares or cash settlement to employees upon vesting of restricted share units (“RSUs”). A summary of activity related to Progressive Waste RSUs during the six-month period ended June 30, 2017, is presented below: Outstanding at December 31, 2016 269,233 Cash settled (65,211) Outstanding at June 30, 2017 204,022 A summary of vesting activity related to Progressive Waste RSUs during the six-month period ended June 30, 2017, is presented below: Vested at December 31, 2016 222,517 Vested over remaining service period 13,373 Cash settled (65,211) Vested at June 30, 2017 170,679 No RSUs under the Progressive Waste share-based compensation plans were granted subsequent to June 1, 2016. Performance-Based Restricted Share Units - Progressive Waste Plans The Progressive Waste share-based compensation plans were continued by the Company following the Progressive Waste acquisition and allow for cash settlement only to employees upon vesting of performance-based restricted share units (“PSUs”) based on achieving target results. A summary of activity related to Progressive Waste PSUs during the six-month period ended June 30, 2017, is presented below: Outstanding at December 31, 2016 92,957 Cash settled, net of notional dividend (37,164) Outstanding at June 30, 2017 55,793 A summary of vesting activity related to Progressive Waste PSUs during the six-month period ended June 30, 2017, is presented below: Vested at December 31, 2016 35,727 Vested over remaining service period 8,042 Cash settled, net of notional dividend (37,164) Vested at June 30, 2017 6,605 No PSUs under the Progressive Waste share-based compensation plans were granted subsequent to June 1, 2016. Share Based Options – Progressive Waste Plans The Progressive Waste share-based compensation plans were continued by the Company following the Progressive Waste acquisition and allow for the issuance of shares or cash settlement to employees upon vesting of share based options. A summary of activity related to Progressive Waste share based options during the six-month period ended June 30, 2017, is presented below: Outstanding at December 31, 2016 672,996 Share settled (33,792) Cash settled (322,785) Forfeited (9,662) Outstanding at June 30, 2017 306,757 A summary of vesting activity related to Progressive Waste share based options during the six-month period ended June 30, 2017, is presented below: Vested at December 31, 2016 601,395 Vested over remaining service period 71,601 Share settled (33,792) Cash settled (322,785) Forfeited (9,662) Vested at June 30, 2017 306,757 No share based options under the Progressive Waste share-based compensation plans were granted subsequent to June 1, 2016. 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 13,156,098 (after giving effect to the three-for-two share split) of the Company’s common shares for a one -year period that expires on August 7, 2017 . The 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 90,225 common shares (after giving effect to the three-for-two share split), which represents 25% of the average daily trading volume on the TSX of 360,901 common shares (after giving effect to the three-for-two share split) for the period from June 1, 2016 to July 31, 2016, being the whole calendar month periods that the Company's shares traded on the TSX from the June 1, 2016 closing of the Progressive Waste acquisition to the date the Company filed its NCIB application with the TSX. 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, 2017, the Company did not repurchase any common shares pursuant to the NCIB. For the six months ended June 30, 2016, the Company did not repurchase any common shares pursuant to the NCIB nor did Old Waste Connections repurchase shares of its common stock pursuant to its share repurchase program . Cash Dividend In October 2016, the Company announced that its Board of Directors increased its regular quarterly cash dividend by $0.023 , from $0.097 to $0.12 per share. Dividend amounts reflect the post-split basis of the three-for-two share split completed in June 2017. Cash dividends of $63,463 and $35,585 were paid during the six months ended June 30, 2017 and 2016, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2017 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | 17. 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, 2017, 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”) as a potentially responsible party (“PRP”), along with more than 100 others, under the Comprehensive Environmental Response, Compensation and Liability Act (“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 (“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 (the “ROD”) describing the selected clean-up remedy, and therein estimated that clean-up costs (in present value dollars as of November 2014) should 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. Typically, costs for monitoring may be in addition to those expended for the clean-up. 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. On November 9, 2016, the EPA and the Washington State Department of Ecology (“Ecology”) conducted a public stakeholder meeting regarding the LDW Site. During the public stakeholder meeting, the EPA provided an overview of the AOC 3 pre-remedial design work and the progress of the on-going work on the EAA cleanups. At the meeting, both the EPA and Ecology estimated that the pre-design studies being performed pursuant to the AOC 3 would not be completed until the end of 2019. The EPA and Ecology did not revise that estimate at the EPA stakeholder meeting on June 14, 2017. 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 (regardless of whether that PRP is participating in the allocation process), 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. On August 16, 2016, the EPA sent individual letters to each of the PRPs at the LDW Site, including NWCS, stating that it expects to initiate negotiations with all PRPs in early 2018 relating to a Remedial Design/Remedial Action (“RD/RA”) Consent Decree. An RD/RA Consent Decree provides for the cleanup of the entire site and is often referred to as a “global settlement.” In the letter the EPA explained this schedule, noting that it expected the pre-remedial design work under the AOC 3 to be completed by the beginning of 2018, and also that it understood that several PRPs are participating in a neutral allocation, which the EPA was hopeful would be completed by early 2018. The EPA encouraged the PRPs to complete the allocation on a schedule consistent with the EPA’s intended negotiation schedule, adding that it expects to initiate the RD/RA negotiations on schedule regardless of the status of the allocation. The pre-remedial design work under the AOC 3 is now not expected to conclude until the end of 2019, and in March 2017, the PRPs provided the EPA with notice that the allocation is not scheduled to conclude until mid-2019. In June 2017, attorneys for the EPA informed attorneys for several PRPs that it now expects to begin RD/RA negotiations in the late summer or early fall of 2018. The Company cannot provide assurance that the EPA’s schedule can be met or will be adjusted. 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, its specific allocation, or the likelihood of the parties then negotiating a global settlement with the EPA. Thus, NWCS cannot reasonably determine the likelihood of any outcome in this matter, including its potential liability. 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. Damages to natural resources are in addition to clean-up costs. 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. Some work is being done with respect to natural resource damages (“NRD”) at the LDW Site. On September 22, 2016, a proposed consent decree settlement was announced between the City of Seattle (the “City”) and NOAA and the other natural resource trustees for the LDW Site. The proposed NRD settlement that the City has entered into at the LDW Site, if approved, will generally provide that the City will fund the development of restoration projects by purchasing restoration credits from Bluefield Holdings, a company that develops such projects. At this time, NWCS has not been approached by either the Council or the trustees for the LDW Site regarding participation in any similar NRD settlements . In December 2016, the Lower Duwamish Fishers Study Data Report was released, which was the first step towards developing institutional controls specific to resident fish and shellfish consumption in the area. Chiquita Canyon Landfill Conditional Use Permit Decision and Appeal On October 12, 2004, the Company’s subsidiary, Chiquita Canyon, LLC (“CCL”), filed an application with the County of Los Angeles (the “County”) Department of Regional Planning (the “Department”) for a conditional use permit to authorize the continued operation and expansion of the Chiquita Canyon Landfill. The site has been in use as a landfill since 1972, and as a regional landfill, accepted approximately three million tons of waste in 2016. The application requests expansion of the existing waste footprint from 257 acres to 400 acres on CCL’s contiguous property, increased maximum elevation from 1,430 feet to 1,573 feet, new entrance and support facilities, a facility for the County or other third-party operator to operate household hazardous waste collection events, mixed organics/composting, a land set-aside for a potential future conversion technology facility, and additional project elements. Over the ensuing 12 and-a-half years, the County conducted a lengthy permitting and environmental impact review of the application. A draft environmental impact report was released in 2014, and several chapters of that report were revised and recirculated in 2016. As required by the County, this permitting and impact review was funded by the Company at substantial expense. In advance of a public hearing held on April 19, 2017 before the County’s Regional Planning Commission (the “Commission”), the Department published recommended conditions of approval for the conditional use permit. Those conditions recommended approval by the Commission of a smaller project, which would be a reduction from the current landfill operations. In addition, the Department recommended a dramatic increase in per-ton taxes and other fees, as well as currently unquantifiable future costs that the landfill would be forced to expend at the County’s direction and discretion. CCL submitted written objections to the proposed taxes and fees and operational restrictions in the proposed permit conditions, and similarly objected at the hearing. The recommended conditions of approval raised taxes and fees the landfill must pay to the County by up to 587% compared to fees under the landfill’s existing permit. At the public hearing on April 19, 2017, CCL requested that the recommended fees be reduced, so that the increase over current fees paid to the County would be in the range of 50% to 100% . The recommended conditions of approval reduced the proposed annual limit on overall tonnage the landfill can accept from approximately three million tons to approximately two million tons. At the public hearing on April 19, 2017, CCL requested that the recommended annual limit on overall tonnage be increased to the levels at which the landfill operated in 2016, or to approximately three million tons. Lastly, CCL requested that recommended new restrictions on operating hours be eliminated, so trucks could continue accessing the landfill at off-peak traffic hours, as is the current practice. Despite these requests, at the public hearing on April 19, 2017 , the Commission approved CCL’s application for an expansion of the Chiquita Canyon Landfill and a 30 -year extension of its conditional use permit, but without any modifications to the Department’s recommended taxes and fees or annual tonnage limits, and with only minor revisions to the Department’s recommended operating hours. CCL appealed the Commission’s decision to the County Board of Supervisors. Four separate appeals were also filed by opponents of the landfill expansion project. The Board of Supervisors conducted a public hearing on all of the appeals on June 27, 2017. At the conclusion of the public hearing, the Board of Supervisors took the following actions: (a) closed the public hearing; (b) certified the Final Environmental Impact Report, California Environmental Quality Act Findings of Fact and Statement of Overriding Considerations, and Mitigation Monitoring and Reporting Program; (c) indicated its intent to deny the appeals and approve the conditional use permit and oak tree permit based on the Commission’s approval and additional direction from the Board of Supervisors to revise the conditions of approval with respect to thirteen issue areas; and (d) directed County Counsel to prepare the necessary documents for final approval of the conditional use permit and oak tree permit. The County Counsel prepared the revised permit conditions and related documents as requested, and the Board of Supervisors approved the conditional use permit, as revised, on July 25, 2017. The revised conditions approved by the Board of Supervisors do provide some relief on taxes and fees and the limits on material that may be received at the Chiquita Canyon Landfill on a daily, monthly, and annual basis. However, the conditional use permit, as revised, also imposes new requirements beyond those that were required by the Commission, and still includes numerous operational restrictions and taxes and fees that will likely make the continued operation of the Chiquita Canyon Landfill less profitable for the Company. CCL is currently considering all of its options concerning the conditional use permit and may file one or more legal challenges against the County if it believes that any of the final permit conditions approved by the County Board of Supervisors violate state or federal law. Due to the fluid nature of the permitting process up to this point, the Company cannot reasonably determine the likelihood of any outcome in these matters . |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | 18. SUBSEQUENT EVENTS On July 24, 2017, the Board of Directors of the Company approved, subject to receipt of regulatory approvals, the annual renewal of the Company’s normal course issuer bid (the “NCIB”). The renewal will follow on the conclusion of the Company’s current NCIB expiring August 7, 2017. Upon approval, the Company anticipates that it will be authorized to make purchases during the period of August 8, 2017 to August 7, 2018 or until such earlier time as the NCIB is completed or terminated at the option of the Company. On July 25, 2017 , the Company announced that its Board of Directors approved a regular quarterly cash dividend of $0.12 per Company common share. The dividend will be paid on August 22, 2017 , to shareholders of record on the close of business on August 8, 2017 . |
Landfill Accounting (Tables)
Landfill Accounting (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
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, 2016 to June 30, 2017: Final capping, closure and post-closure liability at December 31, 2016 $ 244,909 Adjustments to final capping, closure and post-closure liabilities (30,703) Liabilities incurred 7,280 Accretion expense associated with landfill obligations 5,775 Closure payments (2,545) Foreign currency translation adjustment 925 Final capping, closure and post-closure liability at June 30, 2017 $ 225,641 |
Acquisitions (Tables)
Acquisitions (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
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, were acquired as of January 1, 2016 (unaudited): Six Months Ended June 30, 2016 Total revenue $ 2,051,327 Net income 178,058 Basic income per share 0.68 Diluted income per share 0.67 |
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 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 (65,768) Net fair value of consideration transferred 5,166,668 Recognized amounts of identifiable assets acquired and liabilities assumed associated with the business acquired: Accounts receivable 231,709 Prepaid expenses and other current assets 28,623 Restricted assets 16,551 Property and equipment 2,063,011 Contracts 223,885 Customer lists 191,679 Other intangibles 218,499 Other assets 4,491 Accounts payable and accrued liabilities (264,992) Deferred revenue (35,635) Contingent consideration (19,412) Other long-term liabilities (185,774) Deferred income taxes (329,552) Total identifiable net assets 2,143,083 Goodwill $ 3,023,585 |
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 and the preliminary amounts of identifiable assets acquired and liabilities assumed at the acquisition dates for the acquisitions consummated in the six months ended June 30, 2017 and 2016: 2017 Acquisitions 2016 Acquisitions Fair value of consideration transferred: Cash $ 347,936 $ 12,541 Debt assumed 56,957 - Notes issued to sellers 13,460 - Fair value of operations exchanged 4,500 - 422,853 12,541 Recognized amounts of identifiable assets acquired and liabilities assumed associated with businesses acquired: Accounts receivable 13,264 486 Prepaid expenses and other current assets 2,586 476 Property and equipment 128,298 2,782 Long-term franchise agreements and contracts 31,700 - Customer lists 17,032 5,001 Other intangibles 27,261 - Other assets 487 261 Accounts payable and accrued liabilities (11,119) (741) Deferred revenue (3,176) (610) Contingent consideration (15) (345) Other long-term liabilities (1,080) - Deferred income taxes (50,283) - Total identifiable net assets 154,955 7,310 Goodwill $ 267,898 $ 5,231 |
Assets Held for Sale (Tables)
Assets Held for Sale (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Assets Held for Sale [Abstract] | |
Assets and Liabilities Held for Sale | Our assets and liabilities held for sale as of June 30, 2017 and December 31, 2016, were comprised of the following: June 30, 2017 December 31, 2016 Current assets held for sale: Cash and equivalents $ 347 $ 42 Accounts receivable 7,405 5,726 Other current assets 979 571 $ 8,731 $ 6,339 Long-term assets held for sale: Property and equipment $ 62,211 $ 33,624 Goodwill 17,215 244 Other assets 22 121 $ 79,448 $ 33,989 Current liabilities held for sale: Accounts payable $ 2,789 $ 1,320 Accrued liabilities 885 1,811 Deferred revenue 2,691 252 $ 6,365 $ 3,383 Long-term liabilities held for sale: Other liabilities $ 463 $ - |
Goodwill and Intangible Asset29
Goodwill and Intangible Assets, Net (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Goodwill and Intangible Assets, Net [Abstract] | |
Intangible Assets Exclusive of Goodwill | Intangible assets, exclusive of goodwill, consisted of the following at June 30, 2017: Gross Carrying Amount Accumulated Amortization Accumulated Impairment Loss Net Carrying Amount Finite-lived intangible assets: Long-term franchise agreements and contracts $ 452,025 $ (103,551) $ - $ 348,474 Customer lists 387,209 (155,341) - 231,868 Permits and other 315,772 (28,719) - 287,053 1,155,006 (287,611) - 867,395 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 - (38,507) 21,348 254,899 - (38,507) 216,392 Intangible assets, exclusive of goodwill $ 1,409,905 $ (287,611) $ (38,507) $ 1,083,787 Intangible assets, exclusive of goodwill, consisted of the following at December 31, 2016: Gross Carrying Amount Accumulated Amortization Accumulated Impairment Loss Net Carrying Amount Finite-lived intangible assets: Long-term franchise agreements and contracts $ 428,783 $ (86,552) $ - $ 342,231 Customer lists 371,203 (131,525) - 239,678 Permits and other 290,823 (21,966) - 268,857 1,090,809 (240,043) - 850,766 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 - (38,507) 21,348 254,899 - (38,507) 216,392 Intangible assets, exclusive of goodwill $ 1,345,708 $ (240,043) $ (38,507) $ 1,067,158 |
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, 2017 $ 100,344 For the year ending December 31, 2018 $ 93,108 For the year ending December 31, 2019 $ 83,147 For the year ending December 31, 2020 $ 75,471 For the year ending December 31, 2021 $ 66,754 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Long-Term Debt [Abstract] | |
Long-Term Debt | Long-term debt consists of the following: June 30, 2017 December 31, 2016 Revolver under Credit Agreement, bearing interest ranging from 2.18 % to 2.95 % (a) $ 256,995 $ 310,582 Term loan under Credit Agreement, bearing interest at 2.43 % (a) 1,637,500 1,637,500 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% 150,000 150,000 2022 Notes, bearing interest at 3.09% 125,000 125,000 2023 Notes, bearing interest at 2.75% 200,000 200,000 2024 Notes, bearing interest at 3.24% 150,000 - 2025 Notes, bearing interest at 3.41% 375,000 375,000 2026 Notes, bearing interest at 3.03% 400,000 400,000 2027 Notes, bearing interest at 3.49% 250,000 - Tax-exempt bonds, bearing interest ranging from 0.97 % to 1.00 % (a) 95,430 95,430 Notes payable to sellers and other third parties, bearing interest at 2.00 % to 24.81 % (a) 26,935 14,180 3,991,860 3,632,692 Less – current portion (11,511) (1,650) Less – debt issuance costs (16,440) (14,282) $ 3,963,909 $ 3,616,760 ____________________ (a) Interest rates represent the interest rates incurred at June 30, 2017 . |
Details of the Company's Credit Agreement | Details of the Credit Agreement are as follows: June 30, 2017 December 31, 2016 Revolver under Credit Agreement Available $ 1,089,603 $ 1,004,451 Letters of credit outstanding $ 215,902 $ 247,467 Total amount drawn, as follows: $ 256,995 $ 310,582 Amount drawn – Canadian prime rate loan $ 11,559 $ 7,448 Interest rate applicable - Canadian prime rate loan 2.95% 2.95% Amount drawn – Canadian BA loan $ 245,436 $ 303,134 Interest rate applicable – Canadian BA loan 2.18% 2.13% Commitment – rate applicable 0.15% 0.15% Term loan under Credit Agreement Amount drawn – U.S. based LIBOR loan $ 1,637,500 $ 1,637,500 Interest rate applicable – U.S. based LIBOR loan 2.43% 1.97% |
Segment Reporting (Tables)
Segment Reporting (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
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, 2017 and 2016, is shown in the following tables: Three Months Ended June 30, 2017 Revenue Intercompany Revenue (b) Reported Revenue Segment EBITDA (c) Southern $ 323,108 $ (37,725) $ 285,383 $ 67,168 Western 288,953 (31,461) 257,492 87,045 Eastern 292,327 (46,017) 246,310 72,095 Canada 206,629 (26,332) 180,297 66,365 Central 182,781 (23,363) 159,418 60,716 E&P 48,677 (2,008) 46,669 21,092 Corporate (a) - - - (11,162) $ 1,342,475 $ (166,906) $ 1,175,569 $ 363,319 Three Months Ended June 30, 2016 Revenue Intercompany Revenue (b) Reported Revenue Segment EBITDA (c) Southern $ 137,169 $ (16,618) $ 120,551 $ 27,228 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 E&P 31,002 (3,184) 27,818 6,485 Corporate (a) - - - (75,865) $ 831,006 $ (103,367) $ 727,639 $ 158,640 Six Months Ended June 30, 2017 Revenue Intercompany Revenue (b) Reported Revenue Segment EBITDA (c) Southern $ 640,447 $ (74,942) $ 565,505 $ 136,108 Western 552,954 (59,872) 493,082 162,613 Eastern 565,624 (87,827) 477,797 137,546 Canada 391,960 (48,627) 343,333 123,665 Central 346,593 (42,866) 303,727 113,368 E&P 87,743 (4,352) 83,391 35,637 Corporate (a) - - - (26,783) $ 2,585,321 $ (318,486) $ 2,266,835 $ 682,154 Six Months Ended June 30, 2016 Revenue Intercompany Revenue (b) Reported Revenue Segment EBITDA (c) Southern $ 180,135 $ (22,665) $ 157,470 $ 36,717 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 E&P 64,098 (5,485) 58,613 13,034 Corporate (a) - - - (84,353) $ 1,416,046 $ (173,727) $ 1,242,319 $ 318,447 ____________________ (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. (b) Intercompany revenues reflect each segment’s total intercompany sales, including intercompany sales within a segment and between segments. Transactions within and between segments are generally made on a basis intended to reflect the market value of the service. (c) For those items included in the determination of segment EBITDA, the accounting policies of the segments are the same as those described in the Company’s most recent Annual Report on Form 10-K. |
Total Assets for Reportable Segments | Total assets for each of the Company’s reportable segments at June 30, 2017 and December 31, 2016, were as follows: June 30, 2017 December 31, 2016 Southern $ 2,801,661 $ 2,869,841 Western 1,518,397 1,516,870 Eastern 1,944,737 1,541,854 Canada 2,583,098 2,532,046 Central 1,304,610 1,302,900 E&P 986,957 1,068,086 Corporate 515,903 272,328 Total Assets $ 11,655,363 $ 11,103,925 |
Changes in Goodwill by Reportable Segment | The following tables show changes in goodwill during the six months ended June 30, 2017 and 2016, by reportable segment: Southern Western Eastern Canada Central E&P Total Balance as of December 31, 2016 $ 1,470,023 $ 376,537 $ 533,160 $ 1,465,274 $ 467,924 $ 77,343 $ 4,390,261 Goodwill acquired 10,335 - 249,724 7,128 711 - 267,898 Impairment loss - - - - - (77,343) (77,343) Goodwill adjustment for assets sold 2,205 - 321 - - - 2,526 Impairment loss related to assets held for sale (27,311) - - - - - (27,311) Goodwill reclassified as assets held for sale (17,215) - - - - - (17,215) Impact of changes in foreign currency - - - 50,757 - - 50,757 Balance as of June 30, 2017 $ 1,438,037 $ 376,537 $ 783,205 $ 1,523,159 $ 468,635 $ - $ 4,589,573 Southern Western Eastern Canada Central E&P Total Balance as of December 31, 2015 $ 95,710 $ 373,820 $ 459,532 $ - $ 416,420 $ 77,343 $ 1,422,825 Goodwill acquired 1,241,419 2,673 70,723 1,510,220 42,113 - 2,867,148 Impact of changes in foreign currency - - - 9,490 - - 9,490 Balance as of June 30, 2016 $ 1,337,129 $ 376,493 $ 530,255 $ 1,519,710 $ 458,533 $ 77,343 $ 4,299,463 |
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, 2017 2016 2017 2016 Southern segment EBITDA $ 67,168 $ 27,228 $ 136,108 $ 36,717 Western segment EBITDA 87,045 79,835 162,613 153,625 Eastern segment EBITDA 72,095 44,824 137,546 79,438 Canada segment EBITDA 66,365 23,555 123,665 23,555 Central segment EBITDA 60,716 52,578 113,368 96,431 E&P segment EBITDA 21,092 6,485 35,637 13,034 Subtotal reportable segments 374,481 234,505 708,937 402,800 Unallocated corporate overhead (11,162) (75,865) (26,783) (84,353) Depreciation (132,827) (84,348) (258,067) (145,245) Amortization of intangibles (24,762) (14,081) (50,272) (21,775) Impairments and other operating items 1,180 3,284 (140,501) 3,048 Interest expense (31,160) (20,485) (60,291) (37,670) Other income (expense), net 1,860 (714) 3,326 (492) Foreign currency transaction gain (loss) (1,048) 689 (1,638) 689 Income before income tax provision $ 176,562 $ 42,985 $ 174,711 $ 117,002 |
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, 2017 Revenue Intercompany Revenue Reported Revenue % of Reported Revenue Solid waste collection $ 797,131 $ (2,392) $ 794,739 67.6% Solid waste disposal and transfer 416,176 (158,937) 257,239 21.9 Solid waste recycling 43,693 (2,351) 41,342 3.5 E&P waste treatment, recovery and disposal 50,043 (2,870) 47,173 4.0 Intermodal and other 35,432 (356) 35,076 3.0 Total $ 1,342,475 $ (166,906) $ 1,175,569 100.0% 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% Six months ended June 30, 2017 Revenue Intercompany Revenue Reported Revenue % of Reported Revenue Solid waste collection $ 1,565,478 $ (4,592) $ 1,560,886 68.9% Solid waste disposal and transfer 773,201 (302,378) 470,823 20.8 Solid waste recycling 87,581 (4,935) 82,646 3.6 E&P waste treatment, recovery and disposal 89,864 (5,838) 84,026 3.7 Intermodal and other 69,197 (743) 68,454 3.0 Total $ 2,585,321 $ (318,486) $ 2,266,835 100.0% 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% |
Derivative Financial Instrume32
Derivative Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
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, 2017, 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 Prepaid expenses and other current assets (a) $ 1,428 Accrued liabilities (a) $ (2,411) Other assets, net 11,068 Other long-term liabilities (1,781) Fuel hedges Prepaid expenses and other current assets (b) 103 Accrued liabilities (b) (2,606) Other long-term liabilities (174) Total derivatives designated as cash flow hedges $ 12,599 $ (6,972) ____________________ (a) Represents the estimated amount of the existing unrealized gains and losses, respectively, on interest rate swaps as of June 30, 2017 (based on the interest rate yield curve at that date), included in AOCIL expected to be reclassified into pre-tax earnings within the next 12 months. The actual amounts reclassified into earnings are dependent on future movements in interest rates. (b) Represents the estimated amount of the existing unrealized gains and losses, respectively, on fuel hedges as of June 30, 2017 (based on the forward DOE diesel fuel index curve at that date), included in AOCIL 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, 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 Prepaid expenses and other current assets $ 127 Accrued liabilities $ (3,260) Other assets, net 13,822 Other long-term liabilities (2,350) Fuel hedges Prepaid expenses and other current assets 1,343 Accrued liabilities (3,258) Other assets, net 1,651 Total derivatives designated as cash flow hedges $ 16,943 $ (8,868) |
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 AOCIL for the three and six months ended June 30, 2017 and 2016: Derivatives Designated as Cash Flow Hedges Amount of Gain or (Loss) Recognized as AOCIL on Derivatives, Net of Tax (Effective Portion) (a) Statement of Net Income Classification Amount of (Gain) or Loss Reclassified from AOCIL into Earnings, Net of Tax (Effective Portion) (b),(c) Three Months Ended June 30, Three Months Ended June 30, 2017 2016 2017 2016 Interest rate swaps $ (4,098) $ (2,352) Interest expense $ 558 $ 1,047 Fuel hedges (720) 1,017 Cost of operations 626 911 Total $ (4,818) $ (1,335) $ 1,184 $ 1,958 Derivatives Designated as Cash Flow Hedges Amount of Gain or (Loss) Recognized as AOCIL on Derivatives, Net of Tax (Effective Portion) (a) Statement of Net Income Classification Amount of (Gain) or Loss Reclassified from AOCIL into Earnings, Net of Tax (Effective Portion) (b),(c) Six Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Interest rate swaps $ (1,379) $ (6,493) Interest expense $ 1,353 $ 2,105 Fuel hedges (2,714) 210 Cost of operations 1,222 2,025 Total $ (4,093) $ (6,283) $ 2,575 $ 4,130 ___________________ (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 AOCIL. 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 AOCIL. 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 AOCIL 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 AOCIL 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, 2017, the Company’s derivative instruments included 11 interest rate swap agreements as follows: Date Entered Notional Amount Fixed Interest Rate Paid* Variable Interest Rate Received Effective Date Expiration Date 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 July 2016 $ 50,000 0.900% 1-month LIBOR January 2018 January 2021 July 2016 $ 50,000 0.890% 1-month LIBOR January 2018 January 2021 ____________________ * Plus applicable margin. |
Fuel [Member] | Commodity Contract [Member] | |
Company's Derivative Instruments | At June 30, 2017, the Company’s derivative instruments included four 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 $3.2800 DOE Diesel Fuel Index* January 2016 December 2017 May 2015 200,000 $3.2750 DOE Diesel Fuel Index* January 2016 December 2017 July 2016 500,000 $2.4988 DOE Diesel Fuel Index* January 2017 December 2017 July 2016 1,000,000 $2.6345 DOE Diesel Fuel Index* January 2018 December 2018 ____________________ * 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 Instr33
Fair Value of Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
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, 2017 and December 31, 2016, are as follows: Carrying Value at Fair Value* at June 30, 2017 December 31, 2016 June 30, 2017 December 31, 2016 4.00% Senior Notes due 2018 $ 50,000 $ 50,000 $ 50,734 $ 51,226 5.25% Senior Notes due 2019 $ 175,000 $ 175,000 $ 186,411 $ 187,671 4.64% Senior Notes due 2021 $ 100,000 $ 100,000 $ 106,979 $ 106,618 2.39% Senior Notes due 2021 $ 150,000 $ 150,000 $ 148,267 $ 146,168 3.09% Senior Notes due 2022 $ 125,000 $ 125,000 $ 126,099 $ 123,974 2.75% Senior Notes due 2023 $ 200,000 $ 200,000 $ 196,690 $ 192,238 3.24% Senior Notes due 2024 $ 150,000 $ - $ 150,597 $ - 3.41% Senior Notes due 2025 $ 375,000 $ 375,000 $ 378,842 $ 368,968 3.03% Senior Notes due 2026 $ 400,000 $ 400,000 $ 391,387 $ 379,438 3.49% Senior Notes due 2027 $ 250,000 $ - $ 251,601 $ - ______________________ * 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 Informat34
Net Income Per Share Information (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
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 shareholders for the three and six months ended June 30, 2017 and 2016: Three months ended June 30, Six months ended June 30, 2017 2016 2017 2016 Numerator: Net income attributable to Waste Connections for basic and diluted earnings per share $ 123,656 $ 27,489 $ 138,530 $ 72,331 Denominator: Basic shares outstanding 263,387,338 210,305,335 263,225,541 197,244,873 Dilutive effect of equity-based awards 722,256 575,397 781,766 791,919 Diluted shares outstanding 264,109,594 210,880,732 264,007,307 198,036,792 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
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, 2017 and December 31, 2016, were as follows: Fair Value Measurement at June 30, 2017 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 asset position $ 8,304 $ - $ 8,304 $ - Fuel hedge derivative instruments – net liability position $ (2,677) $ - $ - $ (2,677) Restricted assets $ 58,985 $ - $ 58,985 $ - Contingent consideration $ (58,315) $ - $ - $ (58,315) Fair Value Measurement at December 31, 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 asset position $ 8,339 $ - $ 8,339 $ - Fuel hedge derivative instrument – net liability position $ (264) $ - $ - $ (264) Restricted assets $ 57,166 $ - $ 57,166 $ - Contingent consideration $ (51,826) $ - $ - $ (51,826) |
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, 2017 and 2016: Six Months Ended June 30, 2017 2016 Beginning balance $ (264) $ (9,900) Realized losses included in earnings 1,976 3,274 Unrealized (gains) losses included in AOCIL (4,389) 324 Ending balance $ (2,677) $ (6,302) |
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, 2017 and 2016: Six Months Ended June 30, 2017 2016 Beginning balance $ 51,826 $ 49,394 Contingent consideration recorded at acquisition date 15 13,110 Payment of contingent consideration recorded at acquisition date (5,565) (4,109) Payment of contingent consideration recorded in earnings - (132) Adjustments to contingent consideration 11,013 (2,495) Interest accretion expense 1,026 756 Ending balance $ 58,315 $ 56,524 |
Other Comprehensive Income (L36
Other Comprehensive Income (Loss) (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
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, 2017 and 2016 are as follows: Three months ended June 30, 2017 Gross Tax effect Net of tax Interest rate swap amounts reclassified into interest expense $ 760 $ (202) $ 558 Fuel hedge amounts reclassified into cost of operations 1,012 (386) 626 Changes in fair value of interest rate swaps (2,904) (1,194) (4,098) Changes in fair value of fuel hedges (1,164) 444 (720) Foreign currency translation adjustment 53,193 - 53,193 $ 50,897 $ (1,338) $ 49,559 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 Six months ended June 30, 2017 Gross Tax effect Net of tax Interest rate swap amounts reclassified into interest expense $ 1,841 $ (488) $ 1,353 Fuel hedge amounts reclassified into cost of operations 1,976 (754) 1,222 Changes in fair value of interest rate swaps (1,876) 497 (1,379) Changes in fair value of fuel hedges (4,389) 1,675 (2,714) Foreign currency translation adjustment 70,627 - 70,627 $ 68,179 $ 930 $ 69,109 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 |
Amounts Included in Accumulated Other Comprehensive Loss | A rollforward of the amounts included in AOCIL, net of taxes, for the six months ended June 30, 2017 and 2016, is as follows: Fuel Hedges Interest Rate Swaps Foreign Currency Translation Adjustment Accumulated Other Comprehensive Income ( Loss ) Balance at December 31, 2016 $ (164) $ 8,094 $ (50,931) $ (43,001) Amounts reclassified into earnings 1,222 1,353 - 2,575 Changes in fair value (2,714) (1,379) - (4,093) Foreign currency translation adjustment - - 70,627 70,627 Balance at June 30, 2017 $ (1,656) $ 8,068 $ 19,696 $ 26,108 . Fuel Hedges Interest Rate Swaps Foreign Currency Translation Adjustment Accumulated Other Comprehensive Income ( 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) |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
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, 2017, is presented below: Unvested Shares Outstanding at December 31, 2016 1,252,291 Granted 413,179 Forfeited (26,483) Vested and issued (534,881) Vested and deferred (34,033) Outstanding at June 30, 2017 1,070,073 |
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, 2017, is presented below: Unvested Shares Outstanding at December 31, 2016 427,144 Granted 210,103 Vested and issued (122,786) Outstanding at June 30, 2017 514,461 |
Progressive Waste Solutions Ltd. [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Summary of Stock Option Activity and Related Information | A summary of activity related to Progressive Waste share based options during the six-month period ended June 30, 2017, is presented below: Outstanding at December 31, 2016 672,996 Share settled (33,792) Cash settled (322,785) Forfeited (9,662) Outstanding at June 30, 2017 306,757 |
Summary of Vesting Activity Related to Share Based Options | A summary of vesting activity related to Progressive Waste share based options during the six-month period ended June 30, 2017, is presented below: Vested at December 31, 2016 601,395 Vested over remaining service period 71,601 Share settled (33,792) Cash settled (322,785) Forfeited (9,662) Vested at June 30, 2017 306,757 |
Progressive Waste Solutions Ltd. [Member] | 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 Progressive Waste RSUs during the six-month period ended June 30, 2017, is presented below: Outstanding at December 31, 2016 269,233 Cash settled (65,211) Outstanding at June 30, 2017 204,022 |
Summary of Vesting Activity Related to RSUs | A summary of vesting activity related to Progressive Waste RSUs during the six-month period ended June 30, 2017, is presented below: Vested at December 31, 2016 222,517 Vested over remaining service period 13,373 Cash settled (65,211) Vested at June 30, 2017 170,679 |
Progressive Waste Solutions Ltd. [Member] | 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 Progressive Waste PSUs during the six-month period ended June 30, 2017, is presented below: Outstanding at December 31, 2016 92,957 Cash settled, net of notional dividend (37,164) Outstanding at June 30, 2017 55,793 |
Summary of Vesting Activity Related to PSUs | A summary of vesting activity related to Progressive Waste PSUs during the six-month period ended June 30, 2017, is presented below: Vested at December 31, 2016 35,727 Vested over remaining service period 8,042 Cash settled, net of notional dividend (37,164) Vested at June 30, 2017 6,605 |
Deferred Compensation, Share-based Payments [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 deferred share units (“DSUs”) during the six-month period ended June 30, 2017, is presented below: Vested Shares Outstanding at December 31, 2016 68,942 Granted 4,725 Share settled (35,416) Cash settled (25,113) Outstanding at June 30, 2017 13,138 |
New Accounting Standards (Narra
New Accounting Standards (Narrative) (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2017 | Jun. 30, 2017 | Dec. 31, 2016 | Jan. 01, 2017 | Jun. 30, 2016 | Dec. 31, 2015 | |
Sales incentives | $ 16,000 | |||||
Deferred tax asset, current | $ 82,440 | 82,440 | $ 89,177 | |||
Goodwill impairment charge | 77,343 | |||||
Goodwill | 4,589,573 | 4,589,573 | 4,390,261 | $ 4,299,463 | $ 1,422,825 | |
Accounting Standards Update 2016 09 [Member] | ||||||
Excess tax benefits associated with equity-based compensation | 6,792 | |||||
Cumulative effect adjustment to Retained Earnings | 1,384 | $ 1,384 | ||||
Exploration and Production [Member] | ||||||
Goodwill impairment charge | 77,343 | 0 | ||||
Goodwill | $ 77,343 | $ 77,343 | $ 77,343 | $ 77,343 | ||
Exploration and Production [Member] | Accounting Standards Update 2017 04 [Member] | ||||||
Goodwill impairment charge | $ 77,343 |
Landfill Accounting (Narrative)
Landfill Accounting (Narrative) (Details) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2017USD ($)site$ / T | Jun. 30, 2016USD ($)$ / T | Dec. 31, 2016USD ($) | |
Landfill Accounting [Line Items] | |||
Number of municipal solid waste landfills owned or operated by company | 68 | ||
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 | 79 | ||
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 | $ | $ 4,729,335 | $ 4,738,055 | |
Average remaining landfill life based on permitted capacity and projected annual disposal volumes | 25 years | ||
Number of owned landfills the company is seeking to expand | 16 | ||
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 | 31 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 | 196 years | ||
Landfill depletion expense | $ | $ 93,968 | $ 49,685 | |
Average rate per ton consumed related to landfill depletion at owned landfills and landfills operated under life-of-site agreements | $ / T | 4.51 | 3.92 | |
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 | $ | $ 5,775 | $ 2,763 | |
Average rate per ton consumed related to final capping, closure and post-closure landfill accretion expense | $ / T | 0.27 | 0.22 | |
Restricted asset balance for purposes of securing our performance of future final capping, closure and post-closure obligations | $ | $ 57,135 | $ 55,388 | |
Landfill [Member] | |||
Landfill Accounting [Line Items] | |||
Property and equipment, net | $ | $ 2,689,906 |
Landfill Accounting (Reconcilia
Landfill Accounting (Reconciliation of Final Capping, Closure and Post-Closure Liability Balance) (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Landfill Accounting [Abstract] | ||
Final capping, closure and post-closure liability at the beginning of the period | $ 244,909 | |
Adjustments to final capping, closure and post-closure liabilities | (30,703) | |
Liabilities incurred | 7,280 | |
Accretion expense associated with landfill obligations | 5,775 | $ 2,763 |
Closure payments | (2,545) | |
Foreign currency translation adjustment | 925 | |
Final capping, closure and post-closure liability at the end of the period | $ 225,641 |
Acquisitions (Narrative) (Detai
Acquisitions (Narrative) (Detail) $ / shares in Units, $ in Thousands | Jun. 02, 2016shares | Jan. 31, 2017territorycustomer | Jun. 30, 2016USD ($) | Jun. 30, 2017USD ($) | Jun. 30, 2016USD ($) | Jun. 30, 2017USD ($)entity | Jun. 30, 2016USD ($)entity | Jun. 30, 2017USD ($) | Dec. 31, 2016USD ($) | Jun. 01, 2016USD ($)$ / shares |
Business Acquisition [Line Items] | ||||||||||
Cash consideration, net of cash acquired | $ 347,936 | $ 12,541 | ||||||||
Stockholders equity stock conversion ratio | 1.5 | |||||||||
Acquisition-related costs | $ 1,701 | |||||||||
Number of individual businesses acquired that are not specifically described | entity | 6 | |||||||||
Impairments and other operating items | $ (1,180) | $ (3,284) | $ 140,501 | (3,048) | ||||||
Change in liability-classified contingent consideration | 11,013 | (2,495) | ||||||||
Revenues | 1,175,569 | 727,639 | 2,266,835 | 1,242,319 | ||||||
Income before income tax provision | 176,562 | 42,985 | 174,711 | 117,002 | ||||||
Goodwill expected to be deductible for tax purposes | 11,111 | 11,111 | $ 11,111 | |||||||
Goodwill acquired | 267,898 | 2,867,148 | ||||||||
Trade receivables acquired in business combination gross contractual amount | 13,964 | 13,964 | 13,964 | |||||||
Trade receivables acquired in business combination expected to be uncollectible amount | $ 700 | $ 700 | $ 700 | |||||||
Fair value of acquired working capital is provisional | entity | 5 | |||||||||
Groot Industries, Inc. [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Revenues | $ 200,000 | |||||||||
Progressive Waste Solutions Ltd. [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Contingent consideration payable period | 1 year | |||||||||
Issuance of common shares to acquire Progressive Waste, shares | shares | 78,218,878 | |||||||||
Closing price per share | $ / shares | $ 44.79 | |||||||||
Fair value discount rate | 2.00% | |||||||||
Stockholders equity stock conversion ratio | 3.1152645 | |||||||||
Acquisition-related costs | $ 758 | 31,559 | ||||||||
Contingent payable fair value | $ 7,315 | |||||||||
Impairments and other operating items | 50,377 | |||||||||
Change in liability-classified contingent consideration | 11,313 | |||||||||
Revenues | 1,001,653 | |||||||||
Income before income tax provision | 116,887 | |||||||||
Goodwill expected to be deductible for tax purposes | $ 303,594 | 303,594 | 303,594 | |||||||
Goodwill acquired | 3,023,585 | |||||||||
Trade receivables acquired in business combination gross contractual amount | 239,212 | 239,212 | 239,212 | |||||||
Trade receivables acquired in business combination expected to be uncollectible amount | 7,503 | $ 7,503 | $ 7,503 | |||||||
Progressive Waste Solutions Ltd. [Member] | Credit Agreement [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Liabilities incurred | $ 1,659,465 | |||||||||
Progressive Waste Solutions Ltd. [Member] | Maximum [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Contingent payable fair value | $ 5,000 | |||||||||
Progressive Waste Solutions Ltd. [Member] | Waste Connections, Inc. [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Stockholders equity stock conversion ratio | 3.1152645 | |||||||||
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% | |||||||
Groot Industries, Inc. [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Number of customers served by company acquired | customer | 300,000 | |||||||||
Number of collection operations acquired | territory | 7 | |||||||||
Number of transfer stations acquired | territory | 6 | |||||||||
Number of recycling facilities acquired | territory | 1 | |||||||||
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 | |||||||
Goodwill acquired | 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 | |||||||
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 | |||||||||
Debt [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Liabilities incurred | $ 56,957 | |||||||||
Debt [Member] | Progressive Waste Solutions Ltd. [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Liabilities incurred | $ 1,729,274 |
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 | 1 Months Ended | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Fair value of consideration transferred: | |||
Cash | $ 347,936 | ||
Notes issued to sellers | 13,460 | ||
Fair value of operations exchanged | 4,500 | ||
Consideration transferred | 422,853 | ||
Recognized amounts of identifiable assets acquired and liabilities assumed associated with businesses acquired: | |||
Accounts receivable | 13,264 | ||
Prepaid expenses and other current assets | 2,586 | ||
Property and equipment | 128,298 | ||
Other assets | 487 | ||
Deferred revenue | (3,176) | ||
Other long-term liabilities | (1,080) | ||
Deferred income taxes | (50,283) | ||
Total identifiable net assets | 154,955 | ||
Goodwill | 267,898 | $ 2,867,148 | |
Accounts Payable and Accrued Liabilities [Member] | |||
Recognized amounts of identifiable assets acquired and liabilities assumed associated with businesses acquired: | |||
Accounts payable and accrued liabilities | (11,119) | ||
Debt [Member] | |||
Fair value of consideration transferred: | |||
Liabilities incurred | 56,957 | ||
Contingent Consideration [Member] | |||
Recognized amounts of identifiable assets acquired and liabilities assumed associated with businesses acquired: | |||
Other long-term liabilities | (15) | ||
Other Acquisition [Member] | |||
Fair value of consideration transferred: | |||
Cash | 12,541 | ||
Consideration transferred | 12,541 | ||
Recognized amounts of identifiable assets acquired and liabilities assumed associated with businesses acquired: | |||
Accounts receivable | $ 486 | 486 | |
Prepaid expenses and other current assets | 476 | 476 | |
Property and equipment | 2,782 | 2,782 | |
Other assets | 261 | 261 | |
Deferred revenue | (610) | (610) | |
Total identifiable net assets | 7,310 | 7,310 | |
Goodwill | 5,231 | ||
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) | (741) | |
Other Acquisition [Member] | Contingent Consideration [Member] | |||
Recognized amounts of identifiable assets acquired and liabilities assumed associated with businesses acquired: | |||
Other long-term liabilities | (345) | (345) | |
Progressive Waste Solutions Ltd. [Member] | |||
Fair value of consideration transferred: | |||
Shares issued | 3,503,162 | ||
Less: cash acquired | (65,768) | (65,768) | |
Consideration transferred | 5,232,436 | ||
Net fair value of consideration transferred | 5,166,668 | ||
Recognized amounts of identifiable assets acquired and liabilities assumed associated with businesses acquired: | |||
Accounts receivable | 231,709 | 231,709 | |
Prepaid expenses and other current assets | 28,623 | 28,623 | |
Property and equipment | 2,063,011 | 2,063,011 | |
Other assets | 4,491 | 4,491 | |
Deferred revenue | (35,635) | (35,635) | |
Other long-term liabilities | (185,774) | (185,774) | |
Deferred income taxes | (329,552) | (329,552) | |
Total identifiable net assets | 2,143,083 | 2,143,083 | |
Goodwill | 3,023,585 | ||
Progressive Waste Solutions Ltd. [Member] | Restricted Assets [Member] | |||
Recognized amounts of identifiable assets acquired and liabilities assumed associated with businesses acquired: | |||
Other assets | 16,551 | 16,551 | |
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 | (264,992) | (264,992) | |
Progressive Waste Solutions Ltd. [Member] | Debt [Member] | |||
Fair value of consideration transferred: | |||
Liabilities incurred | 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 | (19,412) | (19,412) | |
Contracts [Member] | |||
Recognized amounts of identifiable assets acquired and liabilities assumed associated with businesses acquired: | |||
Intangibles | 31,700 | ||
Contracts [Member] | Progressive Waste Solutions Ltd. [Member] | |||
Recognized amounts of identifiable assets acquired and liabilities assumed associated with businesses acquired: | |||
Intangibles | 223,885 | 223,885 | |
Customer Lists [Member] | |||
Recognized amounts of identifiable assets acquired and liabilities assumed associated with businesses acquired: | |||
Intangibles | 17,032 | ||
Customer Lists [Member] | Other Acquisition [Member] | |||
Recognized amounts of identifiable assets acquired and liabilities assumed associated with businesses acquired: | |||
Intangibles | 5,001 | 5,001 | |
Customer Lists [Member] | Progressive Waste Solutions Ltd. [Member] | |||
Recognized amounts of identifiable assets acquired and liabilities assumed associated with businesses acquired: | |||
Intangibles | 191,679 | 191,679 | |
Other Intangibles [Member] | |||
Recognized amounts of identifiable assets acquired and liabilities assumed associated with businesses acquired: | |||
Intangibles | $ 27,261 | ||
Other Intangibles [Member] | Progressive Waste Solutions Ltd. [Member] | |||
Recognized amounts of identifiable assets acquired and liabilities assumed associated with businesses acquired: | |||
Intangibles | $ 218,499 | $ 218,499 |
Acquisitions (Pro Forma Results
Acquisitions (Pro Forma Results of Operations) (Details) - Progressive Waste Solutions Ltd. [Member] $ / shares in Units, $ in Thousands | 6 Months Ended |
Jun. 30, 2016USD ($)$ / shares | |
Business Acquisition [Line Items] | |
Total revenue | $ | $ 2,051,327 |
Net income | $ | $ 178,058 |
Basic income per share | $ / shares | $ 0.68 |
Diluted income per share | $ / shares | $ 0.67 |
Assets Held for Sale (Narrative
Assets Held for Sale (Narrative) (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2017USD ($) | |
Assets Held for Sale [Abstract] | |
Proceeds from sale of assets | $ 25,532 |
Non-monetary consideration recieved for sale of operation | 4,500 |
Loss recognized on assets held for sale | $ 43,873 |
Assets Held for Sale (Assets an
Assets Held for Sale (Assets and Liabilities Held for Sale) (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Current assets held for sale: | ||
Cash and equivalents | $ 347 | $ 42 |
Accounts receivable | 7,405 | 5,726 |
Other current assets | 979 | 571 |
Current assets held for sale | 8,731 | 6,339 |
Long-term assets held for sale: | ||
Property and equipment | 62,211 | 33,624 |
Goodwill | 17,215 | 244 |
Other assets | 22 | 121 |
Long-term assets held for sale | 79,448 | 33,989 |
Current liabilities held for sale: | ||
Accounts payable | 2,789 | 1,320 |
Accrued liabilities | 885 | 1,811 |
Deferred revenue | 2,691 | 252 |
Current liabilities held for sale | 6,365 | $ 3,383 |
Disposal Group, Including Discontinued Operation, Liabilities, Noncurrent [Abstract] | ||
Other liabilities | $ 463 |
Goodwill and Intangible Asset46
Goodwill and Intangible Assets, Net (Narrative) (Detail) $ in Thousands | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2017USD ($)segment | Dec. 31, 2016USD ($) | Jan. 01, 2017USD ($) | Jun. 30, 2016USD ($) | Dec. 31, 2015USD ($) | |
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Number of operating segments | segment | 6 | ||||
Goodwill impairment charge | $ 77,343 | ||||
Goodwill | 4,589,573 | $ 4,390,261 | $ 4,299,463 | $ 1,422,825 | |
Property and equipment, net | 4,729,335 | 4,738,055 | |||
Indefinite-lived intangible assets | $ 216,392 | 216,392 | |||
Long-term Franchise Agreements and Contracts [Member] | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Weighted average amortization period of acquired intangible assets | 19 years 2 months 12 days | ||||
Customer Lists [Member] | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Weighted average amortization period of acquired intangible assets | 10 years | ||||
Permits and Other [Member] | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Weighted average amortization period of acquired intangible assets | 40 years | ||||
Exploration and Production [Member] | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Fair value discount rate | 11.70% | ||||
Goodwill impairment charge | $ 77,343 | 0 | |||
Goodwill | 77,343 | $ 77,343 | $ 77,343 | $ 77,343 | |
Exploration and Production Facility Permits [Member] | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Indefinite-lived intangible assets | $ 21,348 | $ 21,348 |
Goodwill and Intangible Asset47
Goodwill and Intangible Assets, Net (Intangible Assets Exclusive of Goodwill) (Detail) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, gross carrying amount | $ 1,155,006 | $ 1,090,809 |
Intangible assets, exclusive of goodwill, gross | 1,409,905 | 1,345,708 |
Indefinite-lived intangible assets, gross carrying amount | 254,899 | 254,899 |
Finite-lived intangible assets, accumulated amortization | (287,611) | (240,043) |
Intangible assets, accumulated impairment loss | (38,507) | (38,507) |
Finite-lived intangible assets, net carrying amount | 867,395 | 850,766 |
Intangible assets, net, exclusive of goodwill | 1,083,787 | 1,067,158 |
Indefinite-lived intangible assets | 216,392 | 216,392 |
Solid Waste Collection and Transportation Permits [Member] | ||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Indefinite-lived intangible assets, gross carrying amount | 152,761 | 152,761 |
Intangible assets, accumulated impairment loss | ||
Indefinite-lived intangible assets | 152,761 | 152,761 |
Material Recycling Facility Permits [Member] | ||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Indefinite-lived intangible assets, gross carrying amount | 42,283 | 42,283 |
Intangible assets, accumulated impairment loss | ||
Indefinite-lived intangible assets | 42,283 | 42,283 |
Exploration and Production Facility Permits [Member] | ||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Indefinite-lived intangible assets, gross carrying amount | 59,855 | 59,855 |
Intangible assets, accumulated impairment loss | (38,507) | (38,507) |
Indefinite-lived intangible assets | 21,348 | 21,348 |
Long-term Franchise Agreements and Contracts [Member] | ||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, gross carrying amount | 452,025 | 428,783 |
Finite-lived intangible assets, accumulated amortization | (103,551) | (86,552) |
Finite-lived intangible assets, net carrying amount | 348,474 | 342,231 |
Customer Lists [Member] | ||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, gross carrying amount | 387,209 | 371,203 |
Finite-lived intangible assets, accumulated amortization | (155,341) | (131,525) |
Finite-lived intangible assets, net carrying amount | 231,868 | 239,678 |
Permits and Other [Member] | ||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, gross carrying amount | 315,772 | 290,823 |
Finite-lived intangible assets, accumulated amortization | (28,719) | (21,966) |
Finite-lived intangible assets, net carrying amount | $ 287,053 | $ 268,857 |
Goodwill and Intangible Asset48
Goodwill and Intangible Assets, Net (Estimated Future Amortization Expense of Amortizable Intangible Assets) (Detail) $ in Thousands | Jun. 30, 2017USD ($) |
Goodwill and Intangible Assets, Net [Abstract] | |
For the year ending December 31, 2017 | $ 100,344 |
For the year ending December 31, 2018 | 93,108 |
For the year ending December 31, 2019 | 83,147 |
For the year ending December 31, 2020 | 75,471 |
For the year ending December 31, 2021 | $ 66,754 |
Long-Term Debt (Narrative) (Det
Long-Term Debt (Narrative) (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2017 | Jun. 30, 2016 | Apr. 20, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||
Debt Instrument [Line Items] | ||||||||
Long term debt | $ 3,991,860,000 | $ 3,991,860,000 | $ 3,632,692,000 | |||||
Debt issuance costs | 3,519,000 | $ 12,941,000 | ||||||
Cash and cash equivalents | $ 55,624,000 | 399,741,000 | 399,741,000 | $ 55,624,000 | 154,382,000 | $ 10,974,000 | ||
Credit Agreement [Member] | Progressive Waste Solutions Ltd. [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Liabilities incurred | 1,659,465,000 | |||||||
Credit Agreement [Member] | Revolving Credit Facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Long term debt | [1] | $ 256,995,000 | $ 256,995,000 | 310,582,000 | ||||
Credit Agreement [Member] | Minimum [Member] | Revolving Credit Facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate | [1] | 2.18% | 2.18% | |||||
Credit Agreement [Member] | Maximum [Member] | Revolving Credit Facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate | [1] | 2.95% | 2.95% | |||||
Tax-exempt Bonds [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Long term debt | [1] | $ 95,430,000 | $ 95,430,000 | 95,430,000 | ||||
Tax-exempt Bonds [Member] | Minimum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate | [1] | 0.97% | 0.97% | |||||
Tax-exempt Bonds [Member] | Maximum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate | [1] | 1.00% | 1.00% | |||||
Notes Payable to Sellers and Other Third Parties [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Long term debt | [1] | $ 26,935,000 | $ 26,935,000 | 14,180,000 | ||||
Notes Payable to Sellers and Other Third Parties [Member] | Minimum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate | [1] | 2.00% | 2.00% | |||||
Notes Payable to Sellers and Other Third Parties [Member] | Maximum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate | [1] | 24.81% | 24.81% | |||||
Senior Notes [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Aggregate principal amount | $ 400,000,000 | |||||||
Senior Notes [Member] | Senior Notes due 2018 [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Long term debt | $ 50,000,000 | $ 50,000,000 | $ 50,000,000 | |||||
Interest rate | 4.00% | 4.00% | 4.00% | |||||
Senior Notes [Member] | Senior Notes due 2019 [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Long term debt | $ 175,000,000 | $ 175,000,000 | $ 175,000,000 | |||||
Interest rate | 5.25% | 5.25% | 5.25% | |||||
Senior Notes [Member] | Senior Notes due 2021 [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Long term debt | $ 100,000,000 | $ 100,000,000 | $ 100,000,000 | |||||
Interest rate | 4.64% | 4.64% | 4.64% | |||||
Senior Notes [Member] | New Senior Notes due 2021 [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Long term debt | $ 150,000,000 | $ 150,000,000 | $ 150,000,000 | |||||
Interest rate | 2.39% | 2.39% | 2.39% | |||||
Senior Notes [Member] | Senior Notes due 2022 [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Long term debt | $ 125,000,000 | $ 125,000,000 | $ 125,000,000 | |||||
Interest rate | 3.09% | 3.09% | 3.09% | |||||
Senior Notes [Member] | Senior Notes due 2023 [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Long term debt | $ 200,000,000 | $ 200,000,000 | $ 200,000,000 | |||||
Interest rate | 2.75% | 2.75% | 2.75% | |||||
Senior Notes [Member] | Senior Notes due 2024 [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Long term debt | $ 150,000,000 | $ 150,000,000 | ||||||
Maturity date | Apr. 20, 2024 | |||||||
Interest rate | 3.24% | 3.24% | 3.24% | |||||
Aggregate principal amount | $ 150,000,000 | |||||||
Senior Notes [Member] | Senior Notes due 2025 [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Long term debt | $ 375,000,000 | $ 375,000,000 | $ 375,000,000 | |||||
Interest rate | 3.41% | 3.41% | 3.41% | |||||
Senior Notes [Member] | Senior Notes due 2026 [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Long term debt | $ 400,000,000 | $ 400,000,000 | $ 400,000,000 | |||||
Interest rate | 3.03% | 3.03% | 3.03% | |||||
Senior Notes [Member] | Senior Notes due 2027 [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Long term debt | $ 250,000,000 | $ 250,000,000 | ||||||
Maturity date | Apr. 20, 2027 | |||||||
Interest rate | 3.49% | 3.49% | 3.49% | |||||
Aggregate principal amount | $ 250,000,000 | |||||||
Term Loan Facility [Member] | Credit Agreement [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Long term debt | [1] | $ 1,637,500,000 | $ 1,637,500,000 | $ 1,637,500,000 | ||||
Interest rate | [1] | 2.43% | 2.43% | |||||
Debt [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Liabilities incurred | $ 56,957,000 | |||||||
Debt [Member] | Progressive Waste Solutions Ltd. [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Liabilities incurred | 1,729,274,000 | |||||||
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 | |||||||
LIBOR [Member] | Credit Agreement [Member] | Term Loan Facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Long term debt | $ 1,637,500,000 | $ 1,637,500,000 | $ 1,637,500,000 | |||||
Interest rate | 2.43% | 2.43% | 1.97% | |||||
Canadian Prime Rate [Member] | Credit Agreement [Member] | Revolving Credit Facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Credit facility outstanding | $ 11,559,000 | $ 11,559,000 | $ 7,448,000 | |||||
Interest rate applicable | 2.95% | 2.95% | 2.95% | |||||
Canadian Bankers Acceptance Loan [Member] | Credit Agreement [Member] | Revolving Credit Facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Credit facility outstanding | $ 245,436,000 | $ 245,436,000 | $ 303,134,000 | |||||
Interest rate applicable | 2.18% | 2.18% | 2.13% | |||||
United States Treasury Bills Rate [Member] | Senior Notes [Member] | Credit Agreement [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Margin rate for loans | 0.50% | |||||||
[1] | Interest rates represent the interest rates incurred at June 30, 2017 |
Long-Term Debt (Long-Term Debt)
Long-Term Debt (Long-Term Debt) (Detail) - USD ($) $ in Thousands | 6 Months Ended | |||
Jun. 30, 2017 | Apr. 20, 2017 | Dec. 31, 2016 | ||
Debt Instrument [Line Items] | ||||
Total debt | $ 3,991,860 | $ 3,632,692 | ||
Less - current portion | (11,511) | (1,650) | ||
Less - debt issuance costs | (16,440) | (14,282) | ||
Long-term debt and notes payable | 3,963,909 | 3,616,760 | ||
Credit Agreement [Member] | Revolving Credit Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Total debt | [1] | $ 256,995 | 310,582 | |
Credit Agreement [Member] | Revolving Credit Facility [Member] | Minimum [Member] | ||||
Debt Instrument [Line Items] | ||||
Interest rate | [1] | 2.18% | ||
Credit Agreement [Member] | Revolving Credit Facility [Member] | Maximum [Member] | ||||
Debt Instrument [Line Items] | ||||
Interest rate | [1] | 2.95% | ||
Credit Agreement [Member] | Term Loan Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Total debt | [1] | $ 1,637,500 | 1,637,500 | |
Interest rate | [1] | 2.43% | ||
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 | $ 150,000 | ||
Interest rate | 2.39% | 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 | $ 200,000 | ||
Interest rate | 2.75% | 2.75% | ||
Debt instrument maturity date year | 2,023 | |||
Senior Notes due 2024 [Member] | Senior Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Total debt | $ 150,000 | |||
Interest rate | 3.24% | 3.24% | ||
Debt instrument maturity date year | 2,024 | |||
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 | $ 400,000 | ||
Interest rate | 3.03% | 3.03% | ||
Debt instrument maturity date year | 2,026 | |||
Senior Notes due 2027 [Member] | Senior Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Total debt | $ 250,000 | |||
Interest rate | 3.49% | 3.49% | ||
Debt instrument maturity date year | 2,027 | |||
Tax-exempt Bonds [Member] | ||||
Debt Instrument [Line Items] | ||||
Total debt | [1] | $ 95,430 | $ 95,430 | |
Tax-exempt Bonds [Member] | Minimum [Member] | ||||
Debt Instrument [Line Items] | ||||
Interest rate | [1] | 0.97% | ||
Tax-exempt Bonds [Member] | Maximum [Member] | ||||
Debt Instrument [Line Items] | ||||
Interest rate | [1] | 1.00% | ||
Notes Payable to Sellers and Other Third Parties [Member] | ||||
Debt Instrument [Line Items] | ||||
Total debt | [1] | $ 26,935 | $ 14,180 | |
Notes Payable to Sellers and Other Third Parties [Member] | Minimum [Member] | ||||
Debt Instrument [Line Items] | ||||
Interest rate | [1] | 2.00% | ||
Notes Payable to Sellers and Other Third Parties [Member] | Maximum [Member] | ||||
Debt Instrument [Line Items] | ||||
Interest rate | [1] | 24.81% | ||
[1] | Interest rates represent the interest rates incurred at June 30, 2017 |
Long-Term Debt (Details of the
Long-Term Debt (Details of the Company's Credit Agreement) (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2017 | Dec. 31, 2016 | ||
Line of Credit Facility [Line Items] | |||
Amount drawn | $ 3,991,860 | $ 3,632,692 | |
Revolving Credit Facility [Member] | Credit Agreement [Member] | |||
Line of Credit Facility [Line Items] | |||
Available | $ 1,089,603 | $ 1,004,451 | |
Commitment - rate applicable | 0.15% | 0.15% | |
Amount drawn | [1] | $ 256,995 | $ 310,582 |
Letter of Credit [Member] | Credit Agreement [Member] | |||
Line of Credit Facility [Line Items] | |||
Letter of credit | 215,902 | 247,467 | |
LIBOR [Member] | Term Loan Facility [Member] | Credit Agreement [Member] | |||
Line of Credit Facility [Line Items] | |||
Amount drawn | $ 1,637,500 | $ 1,637,500 | |
Interest rate applicable | 2.43% | 1.97% | |
Canadian Prime Rate [Member] | Revolving Credit Facility [Member] | Credit Agreement [Member] | |||
Line of Credit Facility [Line Items] | |||
Amount drawn | $ 11,559 | $ 7,448 | |
Interest rate applicable | 2.95% | 2.95% | |
Canadian Bankers Acceptance Loan [Member] | Revolving Credit Facility [Member] | Credit Agreement [Member] | |||
Line of Credit Facility [Line Items] | |||
Amount drawn | $ 245,436 | $ 303,134 | |
Interest rate applicable | 2.18% | 2.13% | |
[1] | Interest rates represent the interest rates incurred at June 30, 2017 |
Segment Reporting (Narrative) (
Segment Reporting (Narrative) (Detail) | 6 Months Ended |
Jun. 30, 2017customersegment | |
Segment Reporting [Abstract] | |
Number of contracts or customers accounted for more than 10% of the Company's total revenues at the consolidated or reportable segment level | customer | 0 |
Number of operating segments | 6 |
Number of reportable segments | 6 |
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, 2017USD ($) | Jun. 30, 2016USD ($) | Jun. 30, 2017USD ($)segment | Jun. 30, 2016USD ($) | |||||
Segment Reporting Information [Line Items] | ||||||||
Revenue | $ 1,175,569 | $ 727,639 | $ 2,266,835 | $ 1,242,319 | ||||
Segment EBITDA | [1] | 363,319 | 158,640 | $ 682,154 | 318,447 | |||
Number of operating segments | segment | 6 | |||||||
Intercompany Revenue [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Revenue | [2] | (166,906) | (103,367) | $ (318,486) | (173,727) | |||
Reportable Segments [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Revenue | 1,342,475 | 831,006 | 2,585,321 | 1,416,046 | ||||
Segment EBITDA | 374,481 | 234,505 | 708,937 | 402,800 | ||||
Southern [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Revenue | 285,383 | 120,551 | 565,505 | 157,470 | ||||
Segment EBITDA | [1] | 67,168 | 27,228 | 136,108 | 36,717 | |||
Southern [Member] | Intercompany Revenue [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Revenue | [2] | (37,725) | (16,618) | (74,942) | (22,665) | |||
Southern [Member] | Reportable Segments [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Revenue | 323,108 | 137,169 | 640,447 | 180,135 | ||||
Western [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Revenue | 257,492 | 236,431 | 493,082 | 455,664 | ||||
Segment EBITDA | [1] | 87,045 | 79,835 | 162,613 | 153,625 | |||
Western [Member] | Intercompany Revenue [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Revenue | [2] | (31,461) | (29,480) | (59,872) | (57,111) | |||
Western [Member] | Reportable Segments [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Revenue | 288,953 | 265,911 | 552,954 | 512,775 | ||||
Eastern [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Revenue | 246,310 | 142,584 | 477,797 | 250,380 | ||||
Segment EBITDA | [1] | 72,095 | 44,824 | 137,546 | 79,438 | |||
Eastern [Member] | Intercompany Revenue [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Revenue | [2] | (46,017) | (26,240) | (87,827) | (46,660) | |||
Eastern [Member] | Reportable Segments [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Revenue | 292,327 | 168,824 | 565,624 | 297,040 | ||||
Canada [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Revenue | 180,297 | 60,585 | 343,333 | 60,585 | ||||
Segment EBITDA | [1] | 66,365 | 23,555 | 123,665 | 23,555 | |||
Canada [Member] | Intercompany Revenue [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Revenue | [2] | (26,332) | (9,518) | (48,627) | (9,518) | |||
Canada [Member] | Reportable Segments [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Revenue | 206,629 | 70,103 | 391,960 | 70,103 | ||||
Central [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Revenue | 159,418 | [3] | 139,670 | [3] | 303,727 | 259,607 | ||
Segment EBITDA | [1] | 60,716 | [3] | 52,578 | [3] | 113,368 | 96,431 | |
Central [Member] | Intercompany Revenue [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Revenue | [2] | (23,363) | [3] | (18,327) | [3] | (42,866) | (32,288) | |
Central [Member] | Reportable Segments [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Revenue | 182,781 | [3] | 157,997 | [3] | 346,593 | 291,895 | ||
Exploration and Production [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Revenue | 46,669 | 27,818 | 83,391 | 58,613 | ||||
Segment EBITDA | [1] | 21,092 | 6,485 | 35,637 | 13,034 | |||
Exploration and Production [Member] | Intercompany Revenue [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Revenue | [2] | (2,008) | (3,184) | (4,352) | (5,485) | |||
Exploration and Production [Member] | Reportable Segments [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Revenue | 48,677 | 31,002 | 87,743 | 64,098 | ||||
Corporate [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Revenue | [3] | |||||||
Segment EBITDA | [1] | $ (11,162) | [3] | (75,865) | [3] | $ (26,783) | $ (84,353) | [3] |
Corporate [Member] | Intercompany Revenue [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Revenue | [2],[3] | |||||||
Corporate [Member] | Reportable 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 the Company's most recent Annual Report on Form 10-K. | |||||||
[2] | Intercompany revenues reflect each segment's total intercompany sales, including intercompany sales within a segment and between segments. Transactions within and between segments are generally made on a basis intended to reflect the market value of the service. | |||||||
[3] | Corporate functions include accounting, legal, tax, treasury, information technology, risk management, human resources, training and other administrative functions. Amounts reflected are net of allocations to the six operating segments. |
Segment Reporting (Total Assets
Segment Reporting (Total Assets for Reportable Segments) (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Segment Reporting Information [Line Items] | ||
Assets | $ 11,655,363 | $ 11,103,925 |
Southern [Member] | ||
Segment Reporting Information [Line Items] | ||
Assets | 2,801,661 | 2,869,841 |
Western [Member] | ||
Segment Reporting Information [Line Items] | ||
Assets | 1,518,397 | 1,516,870 |
Eastern [Member] | ||
Segment Reporting Information [Line Items] | ||
Assets | 1,944,737 | 1,541,854 |
Canada [Member] | ||
Segment Reporting Information [Line Items] | ||
Assets | 2,583,098 | 2,532,046 |
Central [Member] | ||
Segment Reporting Information [Line Items] | ||
Assets | 1,304,610 | 1,302,900 |
Exploration and Production [Member] | ||
Segment Reporting Information [Line Items] | ||
Assets | 986,957 | 1,068,086 |
Corporate [Member] | ||
Segment Reporting Information [Line Items] | ||
Assets | $ 515,903 | $ 272,328 |
Segment Reporting (Changes in G
Segment Reporting (Changes in Goodwill by Reportable Segment) (Detail) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | |
Goodwill [Line Items] | |||
Goodwill, Beginning Balance | $ 4,390,261 | $ 1,422,825 | $ 1,422,825 |
Goodwill acquired | 267,898 | 2,867,148 | |
Impairment loss | (77,343) | ||
Goodwill adjustment for assets sold | 2,526 | ||
Impairment loss related to assets held for sale | (27,311) | ||
Goodwill reclassified as assets held for sale | (17,215) | ||
Impact of changes in foreign currency | 50,757 | 9,490 | |
Goodwill, Ending Balance | 4,589,573 | 4,299,463 | 4,390,261 |
Southern [Member] | |||
Goodwill [Line Items] | |||
Goodwill, Beginning Balance | 1,470,023 | 95,710 | 95,710 |
Goodwill acquired | 10,335 | 1,241,419 | |
Goodwill adjustment for assets sold | 2,205 | ||
Impairment loss related to assets held for sale | (27,311) | ||
Goodwill reclassified as assets held for sale | (17,215) | ||
Goodwill, Ending Balance | 1,438,037 | 1,337,129 | 1,470,023 |
Western [Member] | |||
Goodwill [Line Items] | |||
Goodwill, Beginning Balance | 376,537 | 373,820 | 373,820 |
Goodwill acquired | 2,673 | ||
Goodwill, Ending Balance | 376,537 | 376,493 | 376,537 |
Eastern [Member] | |||
Goodwill [Line Items] | |||
Goodwill, Beginning Balance | 533,160 | 459,532 | 459,532 |
Goodwill acquired | 249,724 | 70,723 | |
Goodwill adjustment for assets sold | 321 | ||
Goodwill, Ending Balance | 783,205 | 530,255 | 533,160 |
Canada [Member] | |||
Goodwill [Line Items] | |||
Goodwill, Beginning Balance | 1,465,274 | ||
Goodwill acquired | 7,128 | 1,510,220 | |
Impact of changes in foreign currency | 50,757 | 9,490 | |
Goodwill, Ending Balance | 1,523,159 | 1,519,710 | 1,465,274 |
Central [Member] | |||
Goodwill [Line Items] | |||
Goodwill, Beginning Balance | 467,924 | 416,420 | 416,420 |
Goodwill acquired | 711 | 42,113 | |
Goodwill, Ending Balance | 468,635 | 458,533 | 467,924 |
Exploration and Production [Member] | |||
Goodwill [Line Items] | |||
Goodwill, Beginning Balance | 77,343 | 77,343 | 77,343 |
Impairment loss | $ (77,343) | 0 | |
Goodwill, Ending Balance | $ 77,343 | $ 77,343 |
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, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |||||
Segment EBITDA | [1] | $ 363,319 | $ 158,640 | $ 682,154 | $ 318,447 | |||
Depreciation | (132,827) | (84,348) | (258,067) | (145,245) | ||||
Amortization of intangibles | (24,762) | (14,081) | (50,272) | (21,775) | ||||
Impairments and other operating items | 1,180 | 3,284 | (140,501) | 3,048 | ||||
Interest expense | (31,160) | (20,485) | (60,291) | (37,670) | ||||
Other income (expense), net | 1,860 | (714) | 3,326 | (492) | ||||
Foreign currency transaction gain (loss) | (1,048) | 689 | (1,638) | 689 | ||||
Income before income tax provision | 176,562 | 42,985 | 174,711 | 117,002 | ||||
Southern [Member] | ||||||||
Segment EBITDA | [1] | 67,168 | 27,228 | 136,108 | 36,717 | |||
Western [Member] | ||||||||
Segment EBITDA | [1] | 87,045 | 79,835 | 162,613 | 153,625 | |||
Eastern [Member] | ||||||||
Segment EBITDA | [1] | 72,095 | 44,824 | 137,546 | 79,438 | |||
Canada [Member] | ||||||||
Segment EBITDA | [1] | 66,365 | 23,555 | 123,665 | 23,555 | |||
Central [Member] | ||||||||
Segment EBITDA | [1] | 60,716 | [2] | 52,578 | [2] | 113,368 | 96,431 | |
Exploration and Production [Member] | ||||||||
Segment EBITDA | [1] | 21,092 | 6,485 | 35,637 | 13,034 | |||
Corporate [Member] | ||||||||
Segment EBITDA | [1] | (11,162) | [2] | (75,865) | [2] | (26,783) | (84,353) | [2] |
Reportable Segments [Member] | ||||||||
Segment EBITDA | $ 374,481 | $ 234,505 | $ 708,937 | $ 402,800 | ||||
[1] | For those items included in the determination of segment EBITDA, the accounting policies of the segments are the same as those described in the Company's most recent Annual Report on Form 10-K. | |||||||
[2] | Corporate functions include accounting, legal, tax, treasury, information technology, risk management, human resources, training and other administrative functions. Amounts reflected are net of allocations to the six operating segments. |
Segment Reporting (Total Report
Segment Reporting (Total Reported Revenues by Service Line) (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | ||
Revenue from External Customer [Line Items] | |||||
Revenues | $ 1,175,569 | $ 727,639 | $ 2,266,835 | $ 1,242,319 | |
Percentage of reported revenue | 100.00% | 100.00% | 100.00% | 100.00% | |
Solid Waste Collection [Member] | |||||
Revenue from External Customer [Line Items] | |||||
Revenues | $ 794,739 | $ 501,170 | $ 1,560,886 | $ 856,447 | |
Percentage of reported revenue | 67.60% | 68.90% | 68.90% | 68.90% | |
Solid Waste Disposal and Transfer [Member] | |||||
Revenue from External Customer [Line Items] | |||||
Revenues | $ 257,239 | $ 160,032 | $ 470,823 | $ 264,080 | |
Percentage of reported revenue | 21.90% | 22.00% | 20.80% | 21.30% | |
Solid Waste Recycling [Member] | |||||
Revenue from External Customer [Line Items] | |||||
Revenues | $ 41,342 | $ 16,726 | $ 82,646 | $ 26,707 | |
Percentage of reported revenue | 3.50% | 2.30% | 3.60% | 2.10% | |
E&P Waste Treatment, Recovery and Disposal [Member] | |||||
Revenue from External Customer [Line Items] | |||||
Revenues | $ 47,173 | $ 27,481 | $ 84,026 | $ 57,966 | |
Percentage of reported revenue | 4.00% | 3.80% | 3.70% | 4.70% | |
Intermodal and Other [Member] | |||||
Revenue from External Customer [Line Items] | |||||
Revenues | $ 35,076 | $ 22,230 | $ 68,454 | $ 37,119 | |
Percentage of reported revenue | 3.00% | 3.00% | 3.00% | 3.00% | |
Intercompany Revenue [Member] | |||||
Revenue from External Customer [Line Items] | |||||
Revenues | [1] | $ (166,906) | $ (103,367) | $ (318,486) | $ (173,727) |
Intercompany Revenue [Member] | Solid Waste Collection [Member] | |||||
Revenue from External Customer [Line Items] | |||||
Revenues | (2,392) | (1,778) | (4,592) | (3,099) | |
Intercompany Revenue [Member] | Solid Waste Disposal and Transfer [Member] | |||||
Revenue from External Customer [Line Items] | |||||
Revenues | (158,937) | (96,815) | (302,378) | (162,849) | |
Intercompany Revenue [Member] | Solid Waste Recycling [Member] | |||||
Revenue from External Customer [Line Items] | |||||
Revenues | (2,351) | (1,393) | (4,935) | (2,031) | |
Intercompany Revenue [Member] | E&P Waste Treatment, Recovery and Disposal [Member] | |||||
Revenue from External Customer [Line Items] | |||||
Revenues | (2,870) | (3,253) | (5,838) | (5,620) | |
Intercompany Revenue [Member] | Intermodal and Other [Member] | |||||
Revenue from External Customer [Line Items] | |||||
Revenues | (356) | (128) | (743) | (128) | |
Reportable Segments [Member] | |||||
Revenue from External Customer [Line Items] | |||||
Revenues | 1,342,475 | 831,006 | 2,585,321 | 1,416,046 | |
Reportable Segments [Member] | Solid Waste Collection [Member] | |||||
Revenue from External Customer [Line Items] | |||||
Revenues | 797,131 | 502,948 | 1,565,478 | 859,546 | |
Reportable Segments [Member] | Solid Waste Disposal and Transfer [Member] | |||||
Revenue from External Customer [Line Items] | |||||
Revenues | 416,176 | 256,847 | 773,201 | 426,929 | |
Reportable Segments [Member] | Solid Waste Recycling [Member] | |||||
Revenue from External Customer [Line Items] | |||||
Revenues | 43,693 | 18,119 | 87,581 | 28,738 | |
Reportable Segments [Member] | E&P Waste Treatment, Recovery and Disposal [Member] | |||||
Revenue from External Customer [Line Items] | |||||
Revenues | 50,043 | 30,734 | 89,864 | 63,586 | |
Reportable Segments [Member] | Intermodal and Other [Member] | |||||
Revenue from External Customer [Line Items] | |||||
Revenues | $ 35,432 | $ 22,358 | $ 69,197 | $ 37,247 | |
[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 Instrume58
Derivative Financial Instruments (Narrative) (Details) $ in Thousands | 6 Months Ended | |
Jun. 30, 2017USD ($)agreement | Jun. 30, 2016USD ($) | |
Derivative Financial Instruments [Abstract] | ||
Number of interest rate swap agreements | 11 | |
Number of fuel hedge agreements | 4 | |
Ineffectiveness recognized on the fuel hedges | $ | $ 0 | $ 0 |
Derivative Financial Instrume59
Derivative Financial Instruments (Company's Derivative Instruments of Interest Rate Swaps) (Details) - LIBOR [Member] $ in Thousands | 6 Months Ended | |
Jun. 30, 2017USD ($) | ||
Interest Rate Swap One [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 Two [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 Three [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 Four [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 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 | 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 Seven [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 Eight [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 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 | 2016-07 | |
Notional amount | $ 50,000 | |
Fixed interest rate paid | 0.90% | [1] |
Variable interest rate received | 1-month LIBOR | |
Effective date | 2018-01 | |
Expiration date | 2021-01 | |
Interest Rate Swap Eleven [Member] | ||
Derivative [Line Items] | ||
Date entered | 2016-07 | |
Notional amount | $ 50,000 | |
Fixed interest rate paid | 0.89% | [1] |
Variable interest rate received | 1-month LIBOR | |
Effective date | 2018-01 | |
Expiration date | 2021-01 | |
[1] | Plus applicable margin. |
Derivative Financial Instrume60
Derivative Financial Instruments (Company's Derivative Instruments of Fuel Hedge Agreements) (Details) - Fuel [Member] | 6 Months Ended | |
Jun. 30, 2017gal / 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 | 3.2800 | |
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 | 3.2750 | |
Diesel rate received variable | DOE Diesel Fuel Index* | [1] |
Effective date | 2016-01 | |
Expiration date | 2017-12 | |
Fuel Hedge Agreement Three [Member] | ||
Derivative [Line Items] | ||
Date entered | 2016-07 | |
Notional amount (in gallons per month) | gal / M | 500,000 | |
Diesel rate paid fixed (per gallon) | $ / gal | 2.4988 | |
Diesel rate received variable | DOE Diesel Fuel Index* | [1] |
Effective date | 2017-01 | |
Expiration date | 2017-12 | |
Fuel Hedge Agreement Four [Member] | ||
Derivative [Line Items] | ||
Date entered | 2016-07 | |
Notional amount (in gallons per month) | gal / M | 1,000,000 | |
Diesel rate paid fixed (per gallon) | $ / gal | 2.6345 | |
Diesel rate received variable | DOE Diesel Fuel Index* | [1] |
Effective date | 2018-01 | |
Expiration date | 2018-12 | |
[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 Instrume61
Derivative Financial Instruments (Fair Values of Derivative Instruments Designated as Cash Flow Hedges) (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 | |
Derivatives, Fair Value [Line Items] | |||
Derivatives designated as cash flow hedges, asset derivatives | $ 12,599 | $ 16,943 | |
Derivatives designated as cash flow hedges, liability derivatives | (6,972) | (8,868) | |
Interest Rate Swap [Member] | Accrued Liabilities [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Derivatives designated as cash flow hedges, liability derivatives | (2,411) | [1] | (3,260) |
Interest Rate Swap [Member] | Other Long-term Liabilities [Member} | |||
Derivatives, Fair Value [Line Items] | |||
Derivatives designated as cash flow hedges, liability derivatives | (1,781) | (2,350) | |
Interest Rate Swap [Member] | Prepaid Expenses and Other Current Assets [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Derivatives designated as cash flow hedges, asset derivatives | 1,428 | [1] | 127 |
Interest Rate Swap [Member] | Other Assets [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Derivatives designated as cash flow hedges, asset derivatives | 11,068 | 13,822 | |
Fuel [Member] | Commodity Contract [Member] | Accrued Liabilities [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Derivatives designated as cash flow hedges, liability derivatives | (2,606) | [2] | (3,258) |
Fuel [Member] | Commodity Contract [Member] | Other Long-term Liabilities [Member} | |||
Derivatives, Fair Value [Line Items] | |||
Derivatives designated as cash flow hedges, liability derivatives | (174) | ||
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 | $ 103 | [2] | 1,343 |
Fuel [Member] | Commodity Contract [Member] | Other Assets [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Derivatives designated as cash flow hedges, asset derivatives | $ 1,651 | ||
[1] | Represents the estimated amount of the existing unrealized gains and losses, respectively, on interest rate swaps as of June 30, 2017 (based on the interest rate yield curve at that date), included in AOCIL 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 gains and losses, respectively, on fuel hedges as of June 30, 2017 (based on the forward DOE diesel fuel index curve at that date), included in AOCIL 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 Instrume62
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, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | ||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Amount of gain or (loss) recognized as AOCL on derivatives, net of tax (effective portion) | [1] | $ (4,818) | $ (1,335) | $ (4,093) | $ (6,283) |
Amount of (gain) or loss reclassified from AOCL into earnings, net of tax (effective portion) | [2],[3] | 1,184 | 1,958 | 2,575 | 4,130 |
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] | 558 | 1,047 | 1,353 | 2,105 |
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] | 626 | 911 | 1,222 | 2,025 |
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] | (4,098) | (2,352) | (1,379) | (6,493) |
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] | $ (720) | $ 1,017 | $ (2,714) | $ 210 |
[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 AOCIL. 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 AOCIL. 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 AOCIL 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 AOCIL 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 Instr63
Fair Value of Financial Instruments (Carrying Values and Fair Values of Debt Instruments) (Detail) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2017 | Dec. 31, 2016 | ||
Debt Instrument [Line Items] | |||
Carrying value of senior notes | $ 3,991,860 | $ 3,632,692 | |
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] | $ 50,734 | $ 51,226 |
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] | $ 186,411 | $ 187,671 |
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] | $ 106,979 | $ 106,618 |
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 | $ 150,000 | |
Fair value of senior notes | [1] | $ 148,267 | $ 146,168 |
Interest rate of senior notes | 2.39% | 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] | $ 126,099 | $ 123,974 |
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 | $ 200,000 | |
Fair value of senior notes | [1] | $ 196,690 | $ 192,238 |
Interest rate of senior notes | 2.75% | 2.75% | |
Senior note year due | 2,023 | ||
Senior Notes [Member] | 3.24% Senior Notes Due 2024 [Member] | |||
Debt Instrument [Line Items] | |||
Carrying value of senior notes | $ 150,000 | ||
Fair value of senior notes | [1] | $ 150,597 | |
Interest rate of senior notes | 3.24% | ||
Senior note year due | 2,024 | ||
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] | $ 378,842 | $ 368,968 |
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 | $ 400,000 | |
Fair value of senior notes | [1] | $ 391,387 | $ 379,438 |
Interest rate of senior notes | 3.03% | 3.03% | |
Senior note year due | 2,026 | ||
Senior Notes [Member] | 3.49% Senior Notes Due 2027 [Member] | |||
Debt Instrument [Line Items] | |||
Carrying value of senior notes | $ 250,000 | ||
Fair value of senior notes | [1] | $ 251,601 | |
Interest rate of senior notes | 3.49% | ||
Senior note year due | 2,027 | ||
[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 Informat64
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, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Numerator: | ||||
Net income attributable to Waste Connections for basic and diluted earnings per share | $ 123,656 | $ 27,489 | $ 138,530 | $ 72,331 |
Denominator: | ||||
Basic shares outstanding | 263,387,338 | 210,305,335 | 263,225,541 | 197,244,873 |
Diluted shares outstanding | 264,109,594 | 210,880,732 | 264,007,307 | 198,036,792 |
Fair Value Measurements (Narrat
Fair Value Measurements (Narrative) (Detail) - $ / gal | Jun. 30, 2017 | Dec. 31, 2016 |
Fair Value [Abstract] | ||
Minimum range of DOE index curve used in DCF model | 2.51 | 2.61 |
Maximum range of DOE index curve used in DCF model | 2.62 | 2.78 |
Weighted average DOE index curve used in DCF model | 2.57 | 2.75 |
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, 2017 | Dec. 31, 2016 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Restricted assets | $ 58,985 | $ 57,166 |
Contingent consideration | (58,315) | (51,826) |
Interest Rate Swap [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative instrument - net | 8,304 | 8,339 |
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Restricted assets | 58,985 | 57,166 |
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 | 8,304 | 8,339 |
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration | (58,315) | (51,826) |
Fuel [Member] | Commodity Contract [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative instrument - net | (2,677) | (264) |
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 | $ (2,677) | $ (264) |
Fair Value Measurements (Change
Fair Value Measurements (Change in Fair Value for Level 3 Derivatives) (Detail) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Fair Value [Abstract] | ||
Beginning balance | $ (264) | $ (9,900) |
Realized losses included in earnings | 1,976 | 3,274 |
Unrealized losses included in AOCL | (4,389) | 324 |
Ending balance | $ (2,677) | $ (6,302) |
Fair Value Measurements (Fair V
Fair Value Measurements (Fair Value for Level 3 Liabilities) (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Fair Value [Abstract] | ||
Beginning balance | $ 51,826 | $ 49,394 |
Contingent consideration recorded at acquisition date | 15 | 13,110 |
Payment of contingent consideration recorded at acquisition date | (5,565) | (4,109) |
Payment of contingent consideration recorded in earnings | (132) | |
Adjustments to contingent consideration | 11,013 | (2,495) |
Interest accretion expense | 1,026 | 756 |
Ending balance | $ 58,315 | $ 56,524 |
Other Comprehensive Income (L69
Other Comprehensive Income (Loss) (Components of Other Comprehensive Income (Loss)) (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Components of Other Comprehensive Income (Loss) [Line Items] | ||||
Foreign currency translation adjustment, gross | $ 53,193 | $ 12,651 | $ 70,627 | $ 12,651 |
Other comprehensive income (loss), gross total | 50,897 | 13,620 | 68,179 | 9,138 |
Foreign currency translation adjustment, tax | ||||
Income tax benefit related to items of other comprehensive loss | (1,338) | (346) | 930 | 1,360 |
Amounts reclassified, net of tax | 2,575 | 4,130 | ||
Changes in fair value, net of tax | (4,093) | (6,283) | ||
Foreign currency translation adjustment, net | 53,193 | 12,651 | 70,627 | 12,651 |
Other comprehensive income (loss), total, net of tax | 49,559 | 13,274 | 69,109 | 10,498 |
Interest Rate Swap [Member] | ||||
Components of Other Comprehensive Income (Loss) [Line Items] | ||||
Amounts reclassified, gross | 760 | 1,693 | 1,841 | 3,403 |
Changes in fair value, gross | (2,904) | (3,826) | (1,876) | (10,514) |
Amounts reclassified, tax effect | (202) | (646) | (488) | (1,298) |
Changes in fair value, tax effect | (1,194) | 1,474 | 497 | 4,021 |
Amounts reclassified, net of tax | 558 | 1,047 | 1,353 | 2,105 |
Changes in fair value, net of tax | (4,098) | (2,352) | (1,379) | (6,493) |
Fuel [Member] | Commodity Contract [Member] | ||||
Components of Other Comprehensive Income (Loss) [Line Items] | ||||
Amounts reclassified, gross | 1,012 | 1,473 | 1,976 | 3,274 |
Changes in fair value, gross | (1,164) | 1,629 | (4,389) | 324 |
Amounts reclassified, tax effect | (386) | (562) | (754) | (1,249) |
Changes in fair value, tax effect | 444 | (612) | 1,675 | (114) |
Amounts reclassified, net of tax | 626 | 911 | 1,222 | 2,025 |
Changes in fair value, net of tax | $ (720) | $ 1,017 | $ (2,714) | $ 210 |
Other Comprehensive Income (L70
Other Comprehensive Income (Loss) (Amounts Included in Accumulated Other Comprehensive Loss) (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Components of Other Comprehensive Income (Loss) [Line Items] | ||||
Beginning balance | $ (43,001) | $ (12,171) | ||
Amounts reclassified into earnings | 2,575 | 4,130 | ||
Changes in fair value | (4,093) | (6,283) | ||
Foreign currency translation adjustment | $ 53,193 | $ 12,651 | 70,627 | 12,651 |
Ending balance | 26,108 | (1,673) | 26,108 | (1,673) |
Interest Rate Swap [Member] | ||||
Components of Other Comprehensive Income (Loss) [Line Items] | ||||
Beginning balance | 8,094 | (6,037) | ||
Amounts reclassified into earnings | 558 | 1,047 | 1,353 | 2,105 |
Changes in fair value | (4,098) | (2,352) | (1,379) | (6,493) |
Ending balance | 8,068 | (10,425) | 8,068 | (10,425) |
Foreign Currency Translation Adjustment [Member] | ||||
Components of Other Comprehensive Income (Loss) [Line Items] | ||||
Beginning balance | (50,931) | |||
Foreign currency translation adjustment | 70,627 | 12,651 | ||
Ending balance | 19,696 | 12,651 | 19,696 | 12,651 |
Fuel [Member] | Commodity Contract [Member] | ||||
Components of Other Comprehensive Income (Loss) [Line Items] | ||||
Beginning balance | (164) | (6,134) | ||
Amounts reclassified into earnings | 626 | 911 | 1,222 | 2,025 |
Changes in fair value | (720) | 1,017 | (2,714) | 210 |
Ending balance | $ (1,656) | $ (3,899) | $ (1,656) | $ (3,899) |
Shareholders' Equity (Narrative
Shareholders' Equity (Narrative) (Detail) $ / shares in Units, $ in Thousands | Jul. 19, 2016shares | Oct. 31, 2016$ / shares | Sep. 30, 2016$ / shares | Jul. 31, 2016shares | Jun. 30, 2017USD ($)$ / sharesshares | Jun. 30, 2016$ / sharesshares | Jun. 30, 2017USD ($)$ / sharesshares | Jun. 30, 2016USD ($)$ / sharesshares | Jun. 30, 2017USD ($)shares | Dec. 31, 2016shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Stock split description | On April 26, 2017, the Company announced that its Board of Directors approved a split of its common shares on a three-for-two basis, which was approved by its shareholders at the Company's Annual and Special Meeting of Shareholders of Waste Connections on May 23, 2017. Shareholders of record on June 7, 2017 received from the Company's transfer agent on June 16, 2017, one additional common share for every two common shares held. All share and per share amounts for all periods presented have been retroactively adjusted to reflect the share split. | |||||||||
Stockholders equity stock conversion ratio | 1.5 | |||||||||
Shares issued | 263,637,093 | 263,637,093 | 263,637,093 | 263,140,777 | ||||||
Other long-term liabilities | $ | $ 1,080 | $ 1,080 | $ 1,080 | |||||||
Maximum number of shares authorized for repurchase | 13,156,098 | |||||||||
Period for share repurchase program | 1 year | |||||||||
Share repurchase plan expiration date | Aug. 7, 2017 | |||||||||
Daily repurchase of shares, maximum | 90,225 | |||||||||
Average daily trading volume during period | 360,901 | |||||||||
Repurchase of common stock (shares) | 0 | 0 | ||||||||
Cash dividend per share | $ / shares | $ 0.12 | $ 0.097 | $ 0.12 | $ 0.097 | $ 0.24 | $ 0.193 | ||||
Cash dividend per common share, increase | $ / shares | $ 0.023 | |||||||||
Cash dividends on common stock | $ | $ 63,463 | $ 35,585 | ||||||||
Restricted Stock Units (RSUs) [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Weighted average grant-date fair value of award | $ / shares | $ 56.99 | |||||||||
Shares outstanding | 1,070,073 | 1,070,073 | 1,070,073 | 1,252,291 | ||||||
Units granted in period | 413,179 | |||||||||
Units forfeited in period | 26,483 | |||||||||
Vested deferred RSUs outstanding | 352,263 | 366,337 | 352,263 | 366,337 | 352,263 | |||||
Restricted Stock Units (RSUs) [Member] | Progressive Waste Solutions Ltd. [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Units granted in period | 0 | |||||||||
Performance Shares [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Weighted average grant-date fair value of award | $ / shares | $ 57.47 | |||||||||
Vesting period of award | 3 years | |||||||||
Performance period end date | Dec. 31, 2019 | |||||||||
Shares outstanding | 514,461 | 514,461 | 514,461 | 427,144 | ||||||
Units granted in period | 210,103 | |||||||||
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] | ||||||||||
Units granted in period | 0 | |||||||||
Performance Shares [Member] | Minimum [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Vesting period of award | 1 year | |||||||||
Employee Stock Option [Member] | Progressive Waste Solutions Ltd. [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Options granted in period | 0 |
Shareholders' Equity (Summary o
Shareholders' Equity (Summary of Activity Related to Restricted Stock Units) (Detail) | 6 Months Ended |
Jun. 30, 2017$ / sharesshares | |
Restricted Stock Units (RSUs) [Member] | |
Unvested shares | |
Outstanding, shares at December 31, 2016 | 1,252,291 |
Granted | 413,179 |
Forfeited | (26,483) |
Vested and issued | (534,881) |
Vested and deferred | (34,033) |
Outstanding at June 30, 2017 | 352,263 |
Outstanding, shares at June 30, 2017 | 1,070,073 |
Weighted-Average Grant Date Fair Value Per Share | |
Granted | $ / shares | $ 56.99 |
Performance Shares [Member] | |
Unvested shares | |
Outstanding, shares at December 31, 2016 | 427,144 |
Granted | 210,103 |
Vested and issued | (122,786) |
Outstanding, shares at June 30, 2017 | 514,461 |
Weighted-Average Grant Date Fair Value Per Share | |
Granted | $ / shares | $ 57.47 |
Progressive Waste Solutions Ltd. [Member] | Restricted Stock Units (RSUs) [Member] | |
Unvested shares | |
Outstanding at December 31, 2016 | 269,233 |
Cash settled | (65,211) |
Outstanding at June 30, 2017 | 204,022 |
Progressive Waste Solutions Ltd. [Member] | Performance Shares [Member] | |
Unvested shares | |
Outstanding at December 31, 2016 | 92,957 |
Cash settled | (37,164) |
Outstanding at June 30, 2017 | 55,793 |
Deferred Compensation, Share-based Payments [Member] | |
Unvested shares | |
Outstanding at December 31, 2016 | 68,942 |
Granted | 4,725 |
Share settled | (35,416) |
Cash settled | (25,113) |
Outstanding at June 30, 2017 | 13,138 |
Shareholders' Equity (Summary73
Shareholders' Equity (Summary of Vesting Activity Related to Restricted Share Units) (Details) - Progressive Waste Solutions Ltd. [Member] | 6 Months Ended |
Jun. 30, 2017shares | |
Restricted Stock Units (RSUs) [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Vested at December 31, 2016 | 222,517 |
Vested over remaining service period | 13,373 |
Cash settled | (65,211) |
Vested at June 30, 2017 | 170,679 |
Performance Shares [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Vested at December 31, 2016 | 35,727 |
Vested over remaining service period | 8,042 |
Cash settled | (37,164) |
Vested at June 30, 2017 | 6,605 |
Shareholders' Equity (Summary74
Shareholders' Equity (Summary of Stock Option Activity and Related Information) (Detail) - Progressive Waste Solutions Ltd. [Member] | 6 Months Ended |
Jun. 30, 2017shares | |
Number of Shares (Options) | |
Outstanding at December 31, 2016 | 672,996 |
Forfeited | (9,662) |
Share settled | (33,792) |
Cash settled | (322,785) |
Outstanding at June 30, 2017 | 306,757 |
Shareholders' Equity (Summary75
Shareholders' Equity (Summary of Vesting Activity Related to Share Based Options) (Details) - Progressive Waste Solutions Ltd. [Member] | 6 Months Ended |
Jun. 30, 2017shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Share settled | (33,792) |
Cash settled | (322,785) |
Forfeited | (9,662) |
Employee Stock Option [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Vested at December 31, 2016 | 601,395 |
Share based options vested in period | 71,601 |
Share settled | (33,792) |
Cash settled | (322,785) |
Forfeited | (9,662) |
Vested at June 30, 2017 | 306,757 |
Commitments and Contingencies (
Commitments and Contingencies (Narrative) (Detail) $ in Thousands, T in Millions | Apr. 19, 2017T | Jun. 30, 2017aftT | Dec. 31, 2016T | Jun. 30, 2017aft | Dec. 02, 2014USD ($) |
Contingencies And Commitments [Line Items] | |||||
Estimated clean up costs | $ | $ 342,000 | ||||
Chiquita Canyon, LLC [Member] | |||||
Contingencies And Commitments [Line Items] | |||||
Annual tons of waste accepted at landfill | 3 | ||||
Existing waste footprint of landfill | a | 257 | 257 | |||
Requested footprint in landfill expansion application | a | 400 | 400 | |||
Existing maximum elevation of landfill | ft | 1,430 | 1,430 | |||
Requested maximum elevation in landfill expansion application | ft | 1,573 | 1,573 | |||
Duration of permitting and environmental impact review for conditional use permit to authorize continued operation and expansion of landfill | 12 years 6 months | ||||
Recommended condition for approval of conditional use permit, increase in taxes and fees percentage | 587.00% | ||||
Date application for expansion of landfill and extension of conditional use permit was accepted | Apr. 19, 2017 | ||||
Duration of extension of conditional use permit extension | 30 years | ||||
Environmental Remediation Expense [Member] | |||||
Contingencies And Commitments [Line Items] | |||||
Estimated period to implement cleanup remedy | 7 years | ||||
Required period of monitoring following the clean-up | 10 years | ||||
Minimum [Member] | Chiquita Canyon, LLC [Member] | |||||
Contingencies And Commitments [Line Items] | |||||
Company requested increase in fees paid for approval of conditional use permit | 50.00% | ||||
Maximum [Member] | Chiquita Canyon, LLC [Member] | |||||
Contingencies And Commitments [Line Items] | |||||
Company requested increase in fees paid for approval of conditional use permit | 100.00% | ||||
Recommended condition for approval of conditional use permit, annual limit on tonnage the landfill can accept | 2 | ||||
Current annual limit of overall tonnage at landfill | 3 | ||||
Company requested annual limit on tonnage the landfill can accept | 3 |
Subsequent Events (Details)
Subsequent Events (Details) - $ / shares | Jul. 25, 2017 | Jul. 19, 2016 |
Subsequent Event [Line Items] | ||
Period for share repurchase program | 1 year | |
Share repurchase plan expiration date | Aug. 7, 2017 | |
Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Dividends, declared date | Jul. 25, 2017 | |
Dividends per share amount | $ 0.12 | |
Dividends, date to be paid | Aug. 22, 2017 | |
Dividends, date of record | Aug. 8, 2017 |