Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Oct. 18, 2017 | |
Document Documentand Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q3 | |
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 | 263,641,021 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and equivalents | $ 495,254 | $ 154,382 |
Accounts receivable, net of allowance for doubtful accounts of $16,245 and $13,160 at September 30, 2017 and December 31, 2016, respectively | 588,534 | 485,138 |
Current assets held for sale | 2,021 | 6,339 |
Prepaid expenses and other current assets | 107,134 | 97,533 |
Total current assets | 1,192,943 | 743,392 |
Property and equipment, net | 4,783,928 | 4,738,055 |
Goodwill | 4,688,348 | 4,390,261 |
Intangible assets, net | 1,108,961 | 1,067,158 |
Restricted assets | 59,192 | 63,406 |
Long-term assets held for sale | 12,619 | 33,989 |
Other assets, net | 64,284 | 67,664 |
Total assets | 11,910,275 | 11,103,925 |
Current liabilities: | ||
Accounts payable | 276,970 | 251,253 |
Book overdraft | 24,923 | 10,955 |
Accrued liabilities | 347,439 | 269,402 |
Deferred revenue | 142,787 | 134,081 |
Current portion of contingent consideration | 13,819 | 21,453 |
Current liabilities held for sale | 2,255 | 3,383 |
Current portion of long-term debt and notes payable | 11,596 | 1,650 |
Total current liabilities | 819,789 | 692,177 |
Long-term debt and notes payable | 3,925,761 | 3,616,760 |
Long-term portion of contingent consideration | 31,136 | 30,373 |
Other long-term liabilities | 310,646 | 331,074 |
Deferred income taxes | 829,087 | 778,664 |
Total liabilities | 5,916,419 | 5,449,048 |
Commitments and contingencies (Note 17) | ||
Equity: | ||
Common shares: 263,640,287 shares issued and 263,443,234 shares outstanding at September 30, 2017; 263,140,777 shares issued and 262,803,271 shares outstanding at December 31, 2016 | 4,185,458 | 4,174,808 |
Additional paid-in capital | 109,627 | 102,220 |
Accumulated other comprehensive income (loss) | 114,779 | (43,001) |
Treasury shares: 197,053 and 337,397 shares at September 30, 2017 and December 31, 2016, respectively | ||
Retained earnings | 1,578,635 | 1,413,488 |
Total Waste Connections' equity | 5,988,499 | 5,647,515 |
Noncontrolling interest in subsidiaries | 5,357 | 7,362 |
Total equity | 5,993,856 | 5,654,877 |
Total liabilities and shareholders' equity | $ 11,910,275 | $ 11,103,925 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Statement Of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 16,245 | $ 13,160 |
Common stock, shares issued | 263,640,287 | 263,140,777 |
Common stock, shares outstanding | 263,443,234 | 262,803,271 |
Treasury shares | 197,053 | 337,397 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Net Income - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Income Statement [Abstract] | ||||
Revenues | $ 1,206,478 | $ 1,084,922 | $ 3,473,313 | $ 2,327,241 |
Operating expenses: | ||||
Cost of operations | 695,122 | 636,310 | 2,024,402 | 1,339,764 |
Selling, general and administrative | 128,200 | 129,576 | 383,600 | 349,995 |
Depreciation | 136,941 | 125,744 | 395,008 | 270,988 |
Amortization of intangibles | 26,613 | 26,944 | 76,886 | 48,719 |
Impairments and other operating items | 832 | 7,682 | 141,333 | 4,634 |
Operating income | 218,770 | 158,666 | 452,084 | 313,141 |
Interest expense | (32,471) | (27,621) | (92,763) | (65,291) |
Interest income | 1,656 | 171 | 3,131 | 447 |
Other income (expense), net | 1,709 | 500 | 3,561 | (268) |
Foreign currency transaction gain (loss) | (1,864) | (350) | (3,502) | 339 |
Income before income tax provision | 187,800 | 131,366 | 362,511 | 248,368 |
Income tax provision | (64,390) | (42,485) | (100,220) | (86,750) |
Net income | 123,410 | 88,881 | 262,291 | 161,618 |
Less: Net income attributable to noncontrolling interests | (183) | (264) | (559) | (670) |
Net income attributable to Waste Connections | $ 123,227 | $ 88,617 | $ 261,732 | $ 160,948 |
Earnings per common share attributable to Waste Connections' common stockholders: | ||||
Basic | $ 0.47 | $ 0.34 | $ 0.99 | $ 0.73 |
Diluted | $ 0.47 | $ 0.34 | $ 0.99 | $ 0.73 |
Shares used in the per share calculations: | ||||
Basic | 263,443,064 | 263,005,450 | 263,298,839 | 219,321,828 |
Diluted | 264,299,472 | 263,650,138 | 264,109,383 | 220,064,670 |
Cash dividends per common share | $ 0.120 | $ 0.097 | $ 0.360 | $ 0.290 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Net income | $ 123,410 | $ 88,881 | $ 262,291 | $ 161,618 |
Other comprehensive income (loss), before tax: | ||||
Foreign currency translation adjustment | 84,500 | (16,642) | 155,153 | (3,991) |
Other comprehensive income (loss), before tax | 90,698 | (9,068) | 158,903 | 69 |
Income tax expense related to items of other comprehensive income (loss) | (4,016) | (2,282) | (1,123) | (922) |
Other comprehensive income (loss), net of tax | 86,682 | (11,350) | 157,780 | (853) |
Comprehensive income | 210,092 | 77,531 | 420,071 | 160,765 |
Less: Comprehensive income attributable to noncontrolling interests | (183) | (264) | (559) | (670) |
Comprehensive income attributable to Waste Connections | 209,909 | 77,267 | 419,512 | 160,095 |
Interest Rate Swap [Member] | ||||
Other comprehensive income (loss), before tax: | ||||
Amounts reclassified, gross | 511 | 1,678 | 2,352 | 5,081 |
Changes in fair value, gross | 2,181 | 3,535 | 305 | (6,980) |
Fuel [Member] | Commodity Contract [Member] | ||||
Other comprehensive income (loss), before tax: | ||||
Amounts reclassified, gross | 789 | 1,342 | 2,765 | 4,616 |
Changes in fair value, gross | $ 2,717 | $ 1,019 | $ (1,672) | $ 1,343 |
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 | $ 15,341,000 | $ (308,059) | 15,341,000 | ||||||
Sale of common shares held in trust, shares | 308,059 | ||||||||
Vesting of restricted share units (shares) | 58,992 | 184,440 | 603,939 | ||||||
Tax withholdings related to net share settlements of equity-based compensation | (11,461,000) | (11,461,000) | |||||||
Tax withholdings related to net share settlements of equity-based compensation, shares | (279,055) | ||||||||
Equity-based compensation | 17,628,000 | 17,628,000 | |||||||
Exercise of warrants, shares | 52,236 | ||||||||
Excess tax benefit associated with equity-based compensation | 5,151,000 | 5,151,000 | |||||||
Cash dividends on common shares | (61,001,000) | (61,001,000) | |||||||
Amounts reclassified into earnings, net of taxes | 6,193,000 | 6,193,000 | |||||||
Changes in fair value of cash flow hedges, net of taxes | (3,055,000) | (3,055,000) | |||||||
Foreign currency translation adjustment | (3,991,000) | (3,991,000) | |||||||
Distributions to noncontrolling interests | (3,000) | (3,000) | |||||||
Net income | 160,948,000 | 670,000 | 161,618,000 | ||||||
Ending Balances at Sep. 30, 2016 | $ 4,170,279,000 | 97,418,000 | (13,024,000) | 1,359,442,000 | 7,251,000 | 5,621,366,000 | |||
Ending Balances, shares at Sep. 30, 2016 | 262,711,422 | ||||||||
Ending Balance, treasury shares at Sep. 30, 2016 | 427,109 | ||||||||
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 | 262,803,271 | 262,803,271 | |||||||
Beginning Balance, treasury shares at Dec. 31, 2016 | 337,397 | 337,397 | |||||||
Sale of common shares held in trust | $ 8,704,000 | $ 8,704,000 | |||||||
Sale of common shares held in trust, shares | 140,344 | (140,344) | |||||||
Vesting of restricted share units (shares) | 36,619 | 122,786 | 540,432 | ||||||
Tax withholdings related to net share settlements of equity-based compensation | (13,754,000) | (13,754,000) | |||||||
Tax withholdings related to net share settlements of equity-based compensation, shares | (250,172) | ||||||||
Equity-based compensation | 20,463,000 | 20,463,000 | |||||||
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 | (95,201,000) | (95,201,000) | |||||||
Amounts reclassified into earnings, net of taxes | 3,433,000 | 3,433,000 | |||||||
Changes in fair value of cash flow hedges, net of taxes | (806,000) | (806,000) | |||||||
Foreign currency translation adjustment | 155,153,000 | 155,153,000 | |||||||
Acquisition of noncontrolling interest | 698,000 | (2,564,000) | (1,866,000) | ||||||
Net income | 261,732,000 | 559,000 | 262,291,000 | ||||||
Ending Balances at Sep. 30, 2017 | $ 4,185,458,000 | $ 109,627,000 | $ 114,779,000 | 1,578,635,000 | $ 5,357,000 | $ 5,993,856,000 | |||
Ending Balances, shares at Sep. 30, 2017 | 263,443,234 | 263,443,234 | |||||||
Ending Balance, treasury shares at Sep. 30, 2017 | 197,053 | 197,053 | |||||||
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 | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Cash flows from operating activities: | ||
Net income | $ 262,291 | $ 161,618 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Loss on disposal of assets and impairments | 122,098 | 3,572 |
Depreciation | 395,008 | 270,988 |
Amortization of intangibles | 76,886 | 48,719 |
Foreign currency transaction (gain) loss | 3,502 | (339) |
Deferred income taxes, net of acquisitions | (10,971) | 35,968 |
Amortization of debt issuance costs | 3,221 | 3,877 |
Share-based compensation | 32,407 | 35,476 |
Interest income on restricted assets | (387) | (366) |
Interest accretion | 10,406 | 7,038 |
Excess tax benefit associated with equity-based compensation | (5,151) | |
Adjustments to contingent consideration | 17,754 | (2,563) |
Payment of contingent consideration recorded in earnings | (413) | |
Net change in operating assets and liabilities, net of acquisitions | (23,840) | (19,593) |
Net cash provided by operating activities | 888,375 | 538,831 |
Cash flows from investing activities: | ||
Payments for acquisitions, net of cash acquired | (394,002) | (13,703) |
Cash acquired from acquisition | 65,768 | |
Capital expenditures for property and equipment | (317,385) | (204,934) |
Proceeds from disposal of assets | 25,826 | 3,026 |
Change in restricted assets, net of interest income | 5,464 | (188) |
Other | (3,465) | (3,016) |
Net cash used in investing activities | (683,562) | (153,047) |
Cash flows from financing activities: | ||
Proceeds from long-term debt | 896,947 | 3,407,359 |
Principal payments on notes payable and long-term debt | (666,724) | (3,612,763) |
Payment of contingent consideration recorded at acquisition date | (5,840) | (12,105) |
Change in book overdraft | 13,814 | 6,050 |
Proceeds from option and warrant exercises | 1,946 | |
Excess tax benefit associated with equity-based compensation | 5,151 | |
Payments for cash dividends | (95,201) | (61,001) |
Tax withholdings related to net share settlements of restricted share units | (13,754) | (11,461) |
Debt issuance costs | (3,638) | (13,508) |
Proceeds from sale of common shares held in trust | 8,704 | 15,341 |
Other | (1,095) | (3) |
Net cash provided by (used in) financing activities | 135,159 | (276,940) |
Effect of exchange rate changes on cash and equivalents | 927 | (483) |
Net increase in cash and equivalents | 340,899 | 108,361 |
Cash and equivalents at beginning of period | 154,382 | 10,974 |
Less: change in cash held for sale | (27) | |
Cash and equivalents at end of period | 495,254 | 119,335 |
Non-cash financing activities: | ||
Liabilities assumed and notes payable issued to sellers of businesses acquired | 143,495 | 2,572,034 |
Non-cash consideration received for asset sales | $ 92,972 | |
Issuance of common shares to acquire Progressive Waste | $ 3,503,162 |
Basis of Presentation and Summa
Basis of Presentation and Summary | 9 Months Ended |
Sep. 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 nine month periods ended September 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 | 9 Months Ended |
Sep. 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 | 9 Months Ended |
Sep. 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). The Company is currently planning to adopt the amended guidance using the modified retrospective method as of January 1, 2018. 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. As disclosed in the Quarterly Report on Form 10-Q for the second quarter of 2017, the Company expenses approximately $16,000 in sales incentives annually. The Company is continuing to evaluate the amount of sales incentives that will be capitalized as contract acquisition costs upon adoption of the amended guidance. Capitalized sales incentives will be amortized over the expected life of the customer relationship. Additional areas of the amended guidance the Company has evaluated for potential impact include volume discounts, free service periods, rebates and principal versus agent arrangements. The Company does not believe changes in these areas will result in a material impact on its consolidated financial statements . 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 $82,876 and $89,177 at September 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 $6,776 during the nine months ended September 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 exploration and production (“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 nine months ended September 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. Derivatives and Hedging: Targeted Improvements to Accounting for Hedging Activities . In August 2017, the FASB issued guidance which improves the financial reporting of hedging relationships to better portray the economic results of an entity's risk management activities in its financial statements and make certain targeted improvements to simplify the application of the hedge accounting guidance in current GAAP. The amendments in this update are intended to better align an entity's risk management activities and financial reporting for hedging relationships through changes to both the designation and measurement guidance for qualifying hedging relationships and presentation of hedge results. The effective date for the standard is for fiscal years beginning after December 15, 2018. Early adoption is permitted. The Company is currently evaluating the impact of the adoption of this standard on our consolidated financial statements. |
Reclassification
Reclassification | 9 Months Ended |
Sep. 30, 2017 | |
Reclassification [Abstract] | |
Reclassification | 4. RECLASSIFICATION As disclosed within other footnotes of the financial statements, segment information and deferred tax amounts reported in the Company’s prior year have been reclassified to conform with the 2017 presentation. |
Landfill Accounting
Landfill Accounting | 9 Months Ended |
Sep. 30, 2017 | |
Landfill Accounting [Abstract] | |
Landfill Accounting | 5. LANDFILL ACCOUNTING At September 30, 2017, the Company’s landfills consisted of 78 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 $2,687,159 at September 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 September 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 27 years. As of September 30, 2017, the Company is seeking to expand permitted capacity at 11 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 29 years, with lives ranging from approximately 1 to 196 years. During the nine months ended September 30, 2017 and 2016, the Company expensed $147,071 and $98,075 , respectively, or an average of $4.55 and $4.27 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 nine months ended September 30, 2017 and 2016, the Company expensed $8,757 and $5,740 respectively, or an average of $0.27 and $0.25 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 September 30, 2017: Final capping, closure and post-closure liability at December 31, 2016 $ 244,909 Adjustments to final capping, closure and post-closure liabilities (27,876) Liabilities incurred 11,011 Accretion expense associated with landfill obligations 8,757 Closure payments (4,913) Foreign currency translation adjustment 2,025 Final capping, closure and post-closure liability at September 30, 2017 $ 233,913 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 a proposed expansion at our Chiquita Canyon landfill as well as 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 September 30, 2017 and December 31, 2016, $55,827 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 | 9 Months Ended |
Sep. 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 June 1, 2016 to September 30, 2016, generated from the operations acquired in the Progressive Waste acquisition and included within consolidated revenues, were $687,108 . Total pre-tax earnings during the period from June 1, 2016 to September 30, 2016, generated from the operations acquired in the Progressive Waste acquisition and included within consolidated income before income taxes, were $68,289 . Total revenues during the period from January 1, 2017 to May 31, 2017, generated from the operations acquired in the Progressive Waste acquisition and included within consolidated revenues, were $826,886 . Total pre-tax earnings during the period from January 1, 2017 to May 31, 2017, generated from the operations acquired in the Progressive Waste acquisition and included within consolidated income before income taxes, was $79,470 , and includes $57,362 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 recorded a s $10,452 of additional purchase consideration in 2016, 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 nine months ended September 30, 2017, the Company recorded $9,631 to Impairments and other operating items 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 Company paid this liability in the fourth quarter of 2017. 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 nine months ended September 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 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 $31,588 of acquisition-related costs for the Progressive Waste acquisition during the nine months ended September 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”). At the time of the acquisition, Groot wa s 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 11 individually immaterial non-hazardous solid waste collection businesses during the nine months ended September 30, 2017. The total acquisition-related costs incurred during the nine months ended September 30, 2017 for these acquisitions was $3,660 . These expenses are included in Selling, general and administrative expenses in the Company’s Condensed Consolidated Statements of Net Income. The Company acquired 10 individually immaterial non-hazardous solid waste collection businesses during the nine months ended September 30, 2016. The total acquisition-related costs incurred during the nine months ended September 30, 2016 for these acquisitions was $ 773 . 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 nine months ended September 30, 2017 and 2016: 2017 Acquisitions 2016 Acquisitions Fair value of consideration transferred: Cash $ 394,002 $ 13,703 Debt assumed 56,958 - Notes issued to sellers 13,460 - Fair value of operations exchanged 81,097 - 545,517 13,703 Recognized amounts of identifiable assets acquired and liabilities assumed associated with businesses acquired: Accounts receivable 19,312 521 Prepaid expenses and other current assets 4,336 477 Property and equipment 167,065 4,397 Long-term franchise agreements and contracts 54,674 - Customer lists 28,033 5,079 Indefinite-lived intangibles 5,830 - Other intangibles 27,261 - Other assets 3,052 261 Accounts payable and accrued liabilities (12,022) (744) Deferred revenue (9,657) (659) Contingent consideration (35) (345) Other long-term liabilities (1,080) - Deferred income taxes (50,283) - Total identifiable net assets 236,486 8,987 Goodwill $ 309,031 $ 4,716 Goodwill acquired during the nine months ended September 30, 2017, totaling $51,518 , is expected to be deductible for tax purposes. The acquisitions of 10 non-hazardous solid waste collection businesses resulted in goodwill acquired during the nine months ended September 30, 2016, totaling $4,716 , which is expected to be deductible for tax purposes. The fair value of acquired working capital related to 10 individually immaterial acquisitions completed during the nine months ended September 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 10 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 nine months ended September 30, 2017, is $20,025 , of which $713 is expected to be uncollectible. The gross amount of trade receivables due under contracts acquired during the nine months ended September 30, 2016, is $947 , of which $426 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 nine months ended September 30, 2016, were acquired as of January 1, 2016 (unaudited): Nine Months Ended September 30, 2016 Total revenue $ 3,136,249 Net income 279,907 Basic income per share 1.07 Diluted income per share 1.07 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 | 9 Months Ended |
Sep. 30, 2017 | |
Assets Held for Sale [Abstract] | |
Assets Held for Sale | 7. ASSETS HELD FOR SALE During the nine months ended September 30, 2017, the Company’s Eastern segment completed the sale of all assets and liabilities in its Washington, D.C. and Massachusetts markets and the sale of operating locations in the Illinois and Wisconsin markets. Additionally, during the nine months ended September 30, 2017, the Company’s Southern segment completed the sale of an operation in the Florida market, four operations in the Louisiana market and two operations in western Texas. The total consideration received for these sales was $104,065 and included cash and non-monetary assets. As of September 30, 2017, assets classified as held for sale consist of certain operating markets in the Company’s Southern segment. The assets held for sale as of September 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 $19,189 during the nine months ended September 30, 2017. The expected consideration may include cash and non-monetary assets. Our assets and liabilities held for sale as of September 30, 2017 and December 31, 2016, were comprised of the following: September 30, 2017 December 31, 2016 Current assets held for sale: Cash and equivalents $ 69 $ 42 Accounts receivable 1,709 5,726 Other current assets 243 571 $ 2,021 $ 6,339 Long-term assets held for sale: Property and equipment $ 12,617 $ 33,624 Goodwill - 244 Other assets 2 121 $ 12,619 $ 33,989 Current liabilities held for sale: Accounts payable $ 834 $ 1,320 Accrued liabilities 314 1,811 Deferred revenue 1,107 252 $ 2,255 $ 3,383 |
Goodwill and Intangible Assets,
Goodwill and Intangible Assets, Net | 9 Months Ended |
Sep. 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 September 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 nine months ended September 30, 2017 . Intangible assets, exclusive of goodwill, consisted of the following at September 30, 2017: Gross Carrying Amount Accumulated Amortization Accumulated Impairment Loss Net Carrying Amount Finite-lived intangible assets: Long-term franchise agreements and contracts $ 482,298 $ (114,040) $ - $ 368,258 Customer lists 400,737 (168,290) - 232,447 Permits and other 318,335 (32,301) - 286,034 1,201,370 (314,631) - 886,739 Indefinite-lived intangible assets: Solid waste collection and transportation permits 158,591 - - 158,591 Material recycling facility permits 42,283 - - 42,283 E&P facility permits 59,855 - (38,507) 21,348 260,729 - (38,507) 222,222 Intangible assets, exclusive of goodwill $ 1,462,099 $ (314,631) $ (38,507) $ 1,108,961 The weighted-average amortization period of long-term franchise agreements and contracts acquired during the nine months ended September 30, 2017 was 16.9 years. The weighted-average amortization period of customer lists acquired during the nine months ended September 30, 2017 was 10.0 years. The weighted-average amortization period of finite-lived permits and other acquired during the nine months ended September 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 $ 105,822 For the year ending December 31, 2018 $ 98,193 For the year ending December 31, 2019 $ 87,622 For the year ending December 31, 2020 $ 79,423 For the year ending December 31, 2021 $ 70,416 |
Long-Term Debt
Long-Term Debt | 9 Months Ended |
Sep. 30, 2017 | |
Long-Term Debt [Abstract] | |
Long-Term Debt | 9. LONG-TERM DEBT The following chart presents the Company’s long-term debt as of September 30, 2017 and December 31, 2016: September 30, 2017 December 31, 2016 Revolver under Credit Agreement, bearing interest ranging from 2.51 % to 3.45 % (a) $ 218,755 $ 310,582 Term loan under Credit Agreement, bearing interest at 2.44 % (a) 1,637,500 1,637,500 2018 Senior Notes 50,000 50,000 2019 Senior Notes 175,000 175,000 2021 Senior Notes 100,000 100,000 New 2021 Senior Notes 150,000 150,000 2022 Senior Notes 125,000 125,000 2023 Senior Notes 200,000 200,000 2024 Senior Notes 150,000 - 2025 Senior Notes 375,000 375,000 2026 Senior Notes 400,000 400,000 2027 Senior Notes 250,000 - Tax-exempt bonds, bearing interest ranging from 1.03 % to 1.05 % (a) 95,430 95,430 Notes payable to sellers and other third parties, bearing interest at 2.00 % to 24.81 % (a) 26,482 14,180 3,953,167 3,632,692 Less – current portion (11,596) (1,650) Less – debt issuance costs (15,810) (14,282) $ 3,925,761 $ 3,616,760 ____________________ (a) Interest rates represent the interest rates incurred at September 30, 2017 . 2016 Master Note Purchase Agreement On June 1, 2016 the Company entered into that certain Master Note Purchase Agreement (as supplemented by that certain First Supplement to the 2016 NPA dated as of February 13, 2017 (the “2016 First Supplement”) and as amended, restated, amended and restated, assumed, supplemented or modified from time to time, the “2016 NPA”) with certain accredited institutional investors. On April 20, 2017, pursuant to the 2016 NPA, and the 2016 First Supplement, the Company issued and sold to the investors $400,000 aggregate principal amount of senior unsecured notes consisting of $150,000 aggregate principal amount which will mature on April 20, 2024 with an annual interest rate of 3.24% (the “ 2024 Senior Notes”) and $250,000 aggregate principal amount of the 2017A Notes which will mature on April 20, 2027 with an annual interest rate of 3.49% (the “ 2027 Senior Notes ” and collectively with the 2024 Senior Notes, 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 proceeds from the sale of the 2017A Senior Notes were used to refinance existing indebtedness and for general corporate purposes. Pursuant to the terms and conditions of the 2016 NPA, the Company has outstanding senior unsecured notes (the “2016 Senior Notes”) as of September 30, 2017 consisting of 2.39% senior notes due 2021 (the “New 2021 Senior Notes”), 2.75% senior notes due 2023 (the “2023 Senior Notes”), 3.03% senior notes due 2026 (the “2026 Senior Notes”) and the 2017A Senior Notes . Under the terms and conditions of the 2016 NPA, the Company is authorized to issue and sell notes in the aggregate principal amount of $1,500,000 , inclusive of the outstanding $1,150,000 aggregate principal amount of 2016 Senior Notes that have been issued and sold by the Company, provided that the purchasers of the 2016 Senior Notes shall not have any obligation to purchase any additional notes issued pursuant to the 2016 NPA. The 2016 Senior Notes are unsecured obligations and rank pari passu with obligations under the Credit Agreement and the 2008 Senior Notes. Certain subsidiaries of the Company have executed a subsidiary guaranty in relation to the Company’s obligations under the 2016 NPA. The subsidiaries who have executed a guaranty in relation to the 2016 NPA are the same set of subsidiaries who have executed a guaranty in relation to the Assumed 2008 NPA and the same set of subsidiaries that are guarantors under the Credit Agreement. The 2016 Senior Notes are subject to representations, warranties, covenants and events of default customary for a private placement of senior unsecured notes. Upon the occurrence of an event of default, payment of the 2016 Senior Notes may be accelerated by the holders of the 2016 Senior Notes. The 2016 Senior Notes may also be prepaid by the Company par plus a make-whole amount determined by the amount of excess, if any, of the discounted value of the remaining scheduled payments with respect to the called principal of such 2016 Senior Notes minus the amount of such called principal, provided that the make whole shall in no event be less than zero. The discounted value is determined using market-based discount rates. In addition, the Company will be required to offer to prepay the 2016 Senior Notes upon certain changes in control. The 2016 NPA also contemplates certain offers of prepayments for specified tax reasons or certain noteholder sanctions events. 2008 Master Note Purchase Agreement On June 1, 2016, prior to the closing of the Progressive Waste acquisition, Old Waste Connections, certain subsidiaries of Old Waste Connections (together with Old Waste Connections, the “Obligors”) and certain holders of the 2008 Senior Notes (defined below) entered into that certain Amendment No. 6 (the “Sixth Amendment”) to that certain Master Note Purchase Agreement, dated July 15, 2008 (the “2008 NPA”), as amended by Amendment No. 1 to the 2008 NPA dated as of July 20, 2009 (the “First Amendment”), as supplemented by First Supplement to the 2008 NPA dated as of October 26, 2009 (the “First Supplement”), as amended by Amendment No. 2 to the 2008 NPA dated as of November 24, 2010 (the “Second Amendment”), as supplemented by Second Supplement to the 2008 NPA dated as of April 1, 2011 (the “Second Supplement”), as amended by Amendment No. 3 to the 2008 NPA dated as of October 12, 2011 (the “Third Amendment”), as amended by Amendment No. 4 to the 2008 NPA dated as of August 9, 2013 (the “Fourth Amendment”), as amended by Amendment No. 5 to the 2008 NPA dated as of February 20, 2015 (the “Fifth Amendment”), and as supplemented by Third Supplement to the 2008 NPA dated as of June 11, 2015 (the “Third Supplement”) (the 2008 NPA, as so amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to June 1, 2016, the “Amended 2008 NPA”). The Sixth Amendment, among other things, provides certain amendments to the Amended 2008 NPA to facilitate (i) the Progressive Waste acquisition and related transactions contemplated thereunder, (ii) the Company’s assumption of the Obligors’ obligations under the Assumed 2008 NPA (defined below) pursuant to the Assumption Agreement (defined below) upon the consummation of the Progressive Waste acquisition, (iii) the release of and/or reconstitution of obligations as a guaranty for certain Obligors, and (iv) additional amendments to the Amended 2008 NPA (beyond those in the Sixth Amendment) which were effective upon the Company’s assumption of the Obligor’s obligations under the Assumed 2008 NPA pursuant to the Assumption Agreement. On June 1, 2016, following the closing of the Progressive Waste acquisition, the Company entered into that certain Assumption and Exchange Agreement (as amended, restated, amended and restated, supplemented or modified from time to time, the “Assumption Agreement”) with Old Waste Connections, to and in favor of the holders of the notes issued from time to time under the Amended 2008 NPA as further amended by the Sixth Amendment (the Amended 2008 NPA as amended by the Sixth Amendment and as further modified by the Assumption Agreement, the “Assumed 2008 NPA”). Pursuant to the terms and conditions of the Assumed 2008 NPA, the Company’s has outstanding senior unsecured notes (the “2008 Senior Notes”) as of September 30, 2017 consisting of 4.00% senior notes due 2018 (the “2018 Senior Notes”), 5.25% senior notes due 2019 (the “2019 Senior Notes”), 4.64% senior notes due 2021 (the “2021 Senior Notes), 3.09% senior notes due 2022 (the “2022 Senior Notes”) and 3.41% senior notes due 2025 (the “2025 Senior Notes”). Under the terms and conditions of the Assumed 2008 NPA, the Company is authorized to issue and sell notes in the aggregate principal amount of $1,250,000 , inclusive of the outstanding $825,000 aggregate principal amount of 2008 Senior Notes assumed by the Company on June 1, 2016, provided that the purchasers of the 2008 Senior Notes shall not have any obligation to purchase any additional notes issued pursuant to the Assumed 2008 NPA. The 2008 Senior Notes are unsecured obligations and rank pari passu with obligations under the Credit Agreement and the 2016 Senior Notes. Certain subsidiaries of the Company have executed a subsidiary guaranty in relation to the Company’s obligations under the Assumed 2008 NPA. The subsidiaries who have executed a guaranty in relation to the Assumed 2008 NPA are the same set of subsidiaries who have executed a guaranty in relation to the 2016 NPA and the same set of subsidiaries that are guarantors under the Credit Agreement. The 2008 Senior Notes are subject to representations, warranties, covenants and events of default customary for a private placement of senior unsecured notes. Upon the occurrence of an event of default, payment of the 2008 Senior Notes may be accelerated by the holders of the 2008 Senior Notes. The 2008 Senior Notes may also be prepaid by the Company par plus a make-whole amount determined by the amount of excess, if any, of the discounted value of the remaining scheduled payments with respect to the called principal of such 2008 Senior Notes minus the amount of such called principal, provided that the make whole shall in no event be less than zero. The discounted value is determined using market-based discount rates. In addition, the Company will be required to offer to prepay the 2008 Senior Notes upon certain changes in control; however, no such prepayment offer was accepted in connection with the Progressive Waste acquisition. The Assumed 2008 NPA also contemplates certain offers of prepayments for specified tax reasons or certain noteholder sanctions events. Credit Agreement Details of the Credit Agreement are as follows: September 30, 2017 December 31, 2016 Revolver under Credit Agreement Available $ 1,122,149 $ 1,004,451 Letters of credit outstanding $ 221,596 $ 247,467 Total amount drawn, as follows: $ 218,755 $ 310,582 Amount drawn – Canadian prime rate loan $ 12,020 $ 7,448 Interest rate applicable - Canadian prime rate loan 3.45% 2.95% Amount drawn – Canadian BA loan $ 206,735 $ 303,134 Interest rate applicable – Canadian BA loan 2.51% 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 2.44% 1.97% On June 1, 2016, the Company entered into the certain Revolving Credit and Term Loan Agreement (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) with Bank of America, N.A., acting through its Canada Branch, as global agent, the swing line lender and letter of credit issuer, Bank of America, N.A., as the U.S. Agent and a letter of credit issuer, the lenders (the “Lenders”) and any other financial institutions from time to time party thereto. Pursuant to the terms and conditions of the Credit Agreement, the Lenders have committed to provide a $3,200,000 credit facility to the Company, consisting of (i) revolving advances up to an aggregate principal amount of $1,562,500 at any one time outstanding, and (ii) a term loan in an aggregate principal amount of $1,637,500 , which term loan was fully drawn at closing. As part of the aggregate commitments under the revolving advances, the Credit Agreement provides for letters of credit to be issued at the request of the Company in an aggregate amount not to exceed $500,000 and for swing line loans to be issued at the request of the Company in an aggregate amount not to exceed the lesser of $75,000 and the aggregate commitments under the revolving advances. This swing line sublimit is part of, and not in addition to, the aggregate commitments under the revolving advances. Subject to certain specified conditions and additional deliveries, the Company has the option to request increases in the aggregate commitments for revolving advances and one or more additional term loans, provided that (i) the aggregate principal amount of such requests does not exceed $500,000 and (ii) the aggregate principal amount of commitments and term loans under the credit facility does not exceed $3,700,000 . Advances are available under the Credit Agreement in U.S. dollars and Canadian dollars. Interest accrues on the term loan at a LIBOR rate or a base rate, at the Company’s option, plus an applicable margin. Interest accrues on revolving advances, at the Company’s option, (i) at a LIBOR rate or a base rate for U.S. dollar borrowings, plus an applicable margin, and (ii) at the Canadian prime rate for Canadian dollar borrowings, plus an applicable margin. Canadian dollar borrowings are also available by way of bankers' acceptances or BA equivalent loans (“BA loans”), subject to the payment of a drawing fee. The fees for letters of credit in US dollars and Canadian dollars are also based on the applicable margin. The applicable margin used in connection with interest rates and fees is based on the Company’s leverage ratio. The applicable margin for LIBOR rate loans, drawing fees for bankers' acceptance and BA loans and letter of credit fees ranges from 1.00% to 1.50% , and the applicable margin for base rate loans, Canadian prime rate loans and swing line loans ranges from 0.00% to 0.50% . The Company will also pay a fee based on its leverage ratio on the actual daily unused amount of the aggregate revolving commitments. The borrowings under the Credit Agreement are unsecured. Proceeds from the borrowings under the Credit Agreement may be used on a go forward basis (i) to finance acquisitions permitted under the Credit Agreement and (ii) for capital expenditures, working capital, letters of credit, and general corporate purposes. The Credit Agreement contains customary representations, warranties, covenants and events of default, including, among others, a change of control event of default and limitations on the incurrence of indebtedness and liens, new lines of business, mergers, transactions with affiliates and burdensome agreements. The Credit Agreement includes a financial covenant limiting, as of the last day of each fiscal quarter, the ratio of (a) (i) Consolidated Total Funded Debt (as defined in the Credit Agreement) as of such date less (ii) the sum of cash and cash equivalents of the Company and its subsidiaries on a dollar-for-dollar basis as of such date in excess of $50,000 up to a maximum of $200,000 (such that the maximum amount of reduction pursuant to this calculation does not exceed $150,000 ) to (b) Consolidated EBITDA (as defined in the Credit Agreement), measured for the preceding 12 months, to not more than 3.50 to 1.00 (or 3.75 to 1.00 during material acquisition periods, subject to certain limitations). The Credit Agreement also includes a financial covenant requiring the ratio of Consolidated EBIT (as defined in the Credit Agreement) to Consolidated Total Interest Expense (as defined in the Credit Agreement), in each case, measured for the preceding 12 months, to be not less than 2.75 to 1.00 . During the continuance of an event of default, the Lenders may take a number of actions, including, among others, declaring the entire amount then outstanding under the Credit Agreement to be due and payable. |
Segment Reporting
Segment Reporting | 9 Months Ended |
Sep. 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. In the third quarter of 2017, the Company moved a district from the Eastern segment to the Canada segment as a significant amount of its revenues are received from Canadian-based customers. The segment information presented herein reflects the realignment of this district. Under the current orientation, 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, New Jersey, New York, North Carolina, Pennsylvania, South Carolina, eastern Tennessee, Vermont and Wisconsin; the Company’s Canada segment services customers located in the state of Michigan and 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 nine months ended September 30, 2017 and 2016, is shown in the following tables: Three Months Ended September 30, 2017 Revenue Intercompany Revenue (b) Reported Revenue Segment EBITDA (c) Southern $ 317,059 $ (36,531) $ 280,528 $ 63,171 Western 292,222 (30,345) 261,877 84,861 Eastern 292,124 (45,857) 246,267 74,018 Canada 224,166 (27,111) 197,055 74,369 Central 190,210 (23,850) 166,360 64,607 E&P 56,209 (1,818) 54,391 27,881 Corporate (a) - - - (5,751) $ 1,371,990 $ (165,512) $ 1,206,478 $ 383,156 Three Months Ended September 30, 2016 Revenue Intercompany Revenue (b) Reported Revenue Segment EBITDA (c) Southern $ 317,727 $ (37,818) $ 279,909 $ 62,189 Western 276,941 (30,050) 246,891 84,214 Eastern 226,680 (34,701) 191,979 57,699 Canada 207,003 (26,431) 180,572 66,235 Central 176,109 (20,842) 155,267 58,079 E&P 33,785 (3,481) 30,304 8,919 Corporate (a) - - - (18,299) $ 1,238,245 $ (153,323) $ 1,084,922 $ 319,036 Nine Months Ended September 30, 2017 Revenue Intercompany Revenue (b) Reported Revenue Segment EBITDA (c) Southern $ 957,506 $ (111,472) $ 846,034 $ 199,280 Western 845,176 (90,217) 754,959 247,475 Eastern 851,880 (133,578) 718,302 209,315 Canada 621,995 (75,846) 546,149 200,283 Central 536,803 (66,716) 470,087 177,975 E&P 143,951 (6,169) 137,782 63,518 Corporate (a) - - - (32,535) $ 3,957,311 $ (483,998) $ 3,473,313 $ 1,065,311 Nine Months Ended September 30, 2016 Revenue Intercompany Revenue (b) Reported Revenue Segment EBITDA (c) Southern $ 497,863 $ (60,485) $ 437,378 $ 98,906 Western 789,716 (87,160) 702,556 237,839 Eastern 519,165 (81,361) 437,804 135,456 Canada 281,660 (35,949) 245,711 91,471 Central 468,004 (53,130) 414,874 154,510 E&P 97,883 (8,965) 88,918 21,953 Corporate (a) - - - (102,653) $ 2,654,291 $ (327,050) $ 2,327,241 $ 637,482 ____________________ (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 September 30, 2017 and December 31, 2016, were as follows: September 30, 2017 December 31, 2016 Southern $ 2,726,600 $ 2,869,841 Western 1,560,023 1,516,870 Eastern 1,999,928 1,519,576 Canada 2,697,750 2,554,324 Central 1,312,209 1,302,900 E&P 989,081 1,068,086 Corporate 624,684 272,328 Total Assets $ 11,910,275 $ 11,103,925 The following tables show changes in goodwill during the nine months ended September 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 7,484 20,906 272,501 7,127 1,013 - 309,031 Goodwill divested (31,543) - (4,276) - (667) - (36,486) Impairment loss - - - - - (77,343) (77,343) Goodwill adjustment for assets sold 2,205 - 321 - - - 2,526 Goodwill adjustment for assets held for sale (11,080) - - - - - (11,080) Impact of changes in foreign currency - - - 111,439 - - 111,439 Balance as of September 30, 2017 $ 1,437,089 $ 397,443 $ 801,706 $ 1,583,840 $ 468,270 $ - $ 4,688,348 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 1,338,806 2,696 75,769 1,465,720 48,232 - 2,931,223 Impact of changes in foreign currency - - - (2,878) - - (2,878) Balance as of September 30, 2016 $ 1,434,516 $ 376,516 $ 535,301 $ 1,462,842 $ 464,652 $ 77,343 $ 4,351,170 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 September 30, Nine months ended September 30, 2017 2016 2017 2016 Southern segment EBITDA $ 63,171 $ 62,189 $ 199,280 $ 98,906 Western segment EBITDA 84,861 84,214 247,475 237,839 Eastern segment EBITDA 74,018 57,699 209,315 135,456 Canada segment EBITDA 74,369 66,235 200,283 91,471 Central segment EBITDA 64,607 58,079 177,975 154,510 E&P segment EBITDA 27,881 8,919 63,518 21,953 Subtotal reportable segments 388,907 337,335 1,097,846 740,135 Unallocated corporate overhead (5,751) (18,299) (32,535) (102,653) Depreciation (136,941) (125,744) (395,008) (270,988) Amortization of intangibles (26,613) (26,944) (76,886) (48,719) Impairments and other operating items (832) (7,682) (141,333) (4,634) Interest expense (32,471) (27,621) (92,763) (65,291) Interest income 1,656 171 3,131 447 Other income (expense), net 1,709 500 3,561 (268) Foreign currency transaction gain (loss) (1,864) (350) (3,502) 339 Income before income tax provision $ 187,800 $ 131,366 $ 362,511 $ 248,368 The following tables reflect a breakdown of the Company’s revenue and inter-company eliminations for the periods indicated: Three months ended September 30, 2017 Revenue Intercompany Revenue Reported Revenue % of Reported Revenue Solid waste collection $ 815,344 $ (2,484) $ 812,860 67.4% Solid waste disposal and transfer 416,764 (157,280) 259,484 21.5 Solid waste recycling 43,864 (2,295) 41,569 3.5 E&P waste treatment, recovery and disposal 57,797 (3,082) 54,715 4.5 Intermodal and other 38,221 (371) 37,850 3.1 Total $ 1,371,990 $ (165,512) $ 1,206,478 100.0% Three months ended September 30, 2016 Revenue Intercompany Revenue Reported Revenue % of Reported Revenue Solid waste collection $ 760,281 $ (2,472) $ 757,809 69.9% Solid waste disposal and transfer 377,998 (144,459) 233,539 21.5 Solid waste recycling 32,138 (2,523) 29,615 2.7 E&P waste treatment, recovery and disposal 33,673 (3,608) 30,065 2.8 Intermodal and other 34,155 (261) 33,894 3.1 Total $ 1,238,245 $ (153,323) $ 1,084,922 100.0% Nine months ended September 30, 2017 Revenue Intercompany Revenue Reported Revenue % of Reported Revenue Solid waste collection $ 2,380,821 $ (7,075) $ 2,373,746 68.3% Solid waste disposal and transfer 1,189,965 (459,659) 730,306 21.0 Solid waste recycling 131,445 (7,229) 124,216 3.6 E&P waste treatment, recovery and disposal 147,662 (8,921) 138,741 4.0 Intermodal and other 107,418 (1,114) 106,304 3.1 Total $ 3,957,311 $ (483,998) $ 3,473,313 100.0% Nine months ended September 30, 2016 Revenue Intercompany Revenue Reported Revenue % of Reported Revenue Solid waste collection $ 1,619,827 $ (5,571) $ 1,614,256 69.4% Solid waste disposal and transfer 804,928 (307,308) 497,620 21.4 Solid waste recycling 60,876 (4,554) 56,322 2.4 E&P waste treatment, recovery and disposal 97,259 (9,228) 88,031 3.8 Intermodal and other 71,401 (389) 71,012 3.0 Total $ 2,654,291 $ (327,050) $ 2,327,241 100.0% |
Derivative Financial Instrument
Derivative Financial Instruments | 9 Months Ended |
Sep. 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 September 30, 2017 were specifically designated to the Credit Agreement and accounted for as cash flow hedges. At September 30, 2017, the Company’s derivative instruments included 14 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 August 2017 $ 100,000 1.900% 1-month LIBOR July 2019 July 2022 August 2017 $ 200,000 2.200% 1-month LIBOR October 2020 October 2025 August 2017 $ 150,000 1.950% 1-month LIBOR February 2020 February 2023 ____________________ * Plus applicable margin. Another of the Company’s objectives for utilizing derivative instruments is to reduce its exposure to fluctuations in cash flows due to changes in the price of diesel fuel. The Company’s strategy to achieve that objective involves periodically entering into fuel hedges that are specifically designated to certain forecasted diesel fuel purchases and accounted for as cash flow hedges. At September 30, 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 September 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) $ 2,748 Accrued liabilities (a) $ (1,857) Other assets, net 11,721 Other long-term liabilities (1,616) Fuel hedges Prepaid expenses and other current assets (b) 1,317 Accrued liabilities (b) (729) Other assets, net 241 Total derivatives designated as cash flow hedges $ 16,027 $ (4,202) ____________________ (a) Represents the estimated amount of the existing unrealized gains and losses, respectively, on interest rate swaps as of September 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 September 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 nine months ended September 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 September 30, Three Months Ended September 30, 2017 2016 2017 2016 Interest rate swaps $ (361) $ 2,598 Interest expense $ 376 $ 1,234 Fuel hedges 1,680 630 Cost of operations 487 830 Total $ 1,319 $ 3,228 $ 863 $ 2,064 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) Nine Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Interest rate swaps $ 224 $ (3,896) Interest expense $ 1,729 $ 3,338 Fuel hedges (1,030) 841 Cost of operations 1,704 2,855 Total $ (806) $ (3,055) $ 3,433 $ 6,193 ___________________ (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 nine months ended September 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 | 9 Months Ended |
Sep. 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 September 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 September 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 September 30, 2017 and December 31, 2016, are as follows: Carrying Value at Fair Value* at September 30, 2017 December 31, 2016 September 30, 2017 December 31, 2016 4.00% Senior Notes due 2018 $ 50,000 $ 50,000 $ 50,488 $ 51,226 5.25% Senior Notes due 2019 $ 175,000 $ 175,000 $ 185,104 $ 187,671 4.64% Senior Notes due 2021 $ 100,000 $ 100,000 $ 106,588 $ 106,618 2.39% Senior Notes due 2021 $ 150,000 $ 150,000 $ 148,477 $ 146,168 3.09% Senior Notes due 2022 $ 125,000 $ 125,000 $ 126,260 $ 123,974 2.75% Senior Notes due 2023 $ 200,000 $ 200,000 $ 197,272 $ 192,238 3.24% Senior Notes due 2024 $ 150,000 $ - $ 151,070 $ - 3.41% Senior Notes due 2025 $ 375,000 $ 375,000 $ 379,859 $ 368,968 3.03% Senior Notes due 2026 $ 400,000 $ 400,000 $ 392,815 $ 379,438 3.49% Senior Notes due 2027 $ 250,000 $ - $ 252,396 $ - ______________________ * 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 | 9 Months Ended |
Sep. 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 nine months ended September 30, 2017 and 2016: Three months ended September 30, Nine months ended September 30, 2017 2016 2017 2016 Numerator: Net income attributable to Waste Connections for basic and diluted earnings per share $ 123,227 $ 88,617 $ 261,732 $ 160,948 Denominator: Basic shares outstanding 263,443,064 263,005,450 263,298,839 219,321,828 Dilutive effect of equity-based awards 856,408 644,688 810,544 742,842 Diluted shares outstanding 264,299,472 263,650,138 264,109,383 220,064,670 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 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 $2.71 to $2.80 at September 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 $2.74 and $2.75 at September 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 September 30, 2017 and December 31, 2016, were as follows: Fair Value Measurement at September 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 $ 10,996 $ - $ 10,996 $ - Fuel hedge derivative instruments – net asset position $ 829 $ - $ - $ 829 Restricted assets $ 57,760 $ - $ 57,760 $ - Contingent consideration $ (44,955) $ - $ - $ (44,955) 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 nine months ended September 30, 2017 and 2016: Nine Months Ended September 30, 2017 2016 Beginning balance $ (264) $ (9,900) Realized losses included in earnings 2,765 4,616 Unrealized gains (losses) included in AOCIL (1,672) 1,343 Ending balance $ 829 $ (3,941) The following table summarizes the changes in the fair value for Level 3 liabilities related to contingent consideration for the nine months ended September 30, 2017 and 2016: Nine Months Ended September 30, 2017 2016 Beginning balance $ 51,826 $ 49,394 Contingent consideration recorded at acquisition date 35 16,247 Payment of contingent consideration recorded at acquisition date (5,840) (12,105) Payment of contingent consideration recorded in earnings - (413) Adjustments to contingent consideration 17,754 (2,563) Reclass earned contingent consideration to accrued liabilities (20,464) - Interest accretion expense 1,381 1,129 Foreign currency translation adjustment 263 - Ending balance $ 44,955 $ 51,689 |
Other Comprehensive Income (Los
Other Comprehensive Income (Loss) | 9 Months Ended |
Sep. 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 nine month periods ended September 30, 2017 and 2016 are as follows: Three months ended September 30, 2017 Gross Tax effect Net of tax Interest rate swap amounts reclassified into interest expense $ 511 $ (135) $ 376 Fuel hedge amounts reclassified into cost of operations 789 (302) 487 Changes in fair value of interest rate swaps 2,181 (2,542) (361) Changes in fair value of fuel hedges 2,717 (1,037) 1,680 Foreign currency translation adjustment 84,500 - 84,500 $ 90,698 $ (4,016) $ 86,682 Three months ended September 30, 2016 Gross Tax effect Net of tax Interest rate swap amounts reclassified into interest expense $ 1,678 $ (444) $ 1,234 Fuel hedge amounts reclassified into cost of operations 1,342 (512) 830 Changes in fair value of interest rate swaps 3,535 (937) 2,598 Changes in fair value of fuel hedges 1,019 (389) 630 Foreign currency translation adjustment (16,642) - (16,642) $ (9,068) $ (2,282) $ (11,350) Nine months ended September 30, 2017 Gross Tax effect Net of tax Interest rate swap amounts reclassified into interest expense $ 2,352 $ (623) $ 1,729 Fuel hedge amounts reclassified into cost of operations 2,765 (1,061) 1,704 Changes in fair value of interest rate swaps 305 (81) 224 Changes in fair value of fuel hedges (1,672) 642 (1,030) Foreign currency translation adjustment 155,153 - 155,153 $ 158,903 $ (1,123) $ 157,780 Nine months ended September 30, 2016 Gross Tax effect Net of tax Interest rate swap amounts reclassified into interest expense $ 5,081 $ (1,743) $ 3,338 Fuel hedge amounts reclassified into cost of operations 4,616 (1,761) 2,855 Changes in fair value of interest rate swaps (6,980) 3,084 (3,896) Changes in fair value of fuel hedges 1,343 (502) 841 Foreign currency translation adjustment (3,991) - (3,991) $ 69 $ (922) $ (853) A rollforward of the amounts included in AOCIL, net of taxes, for the nine months ended September 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 1,704 1,729 - 3,433 Changes in fair value (1,030) 224 - (806) Foreign currency translation adjustment - - 155,153 155,153 Balance at September 30, 2017 $ 510 $ 10,047 $ 104,222 $ 114,779 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 2,855 3,338 - 6,193 Changes in fair value 841 (3,896) - (3,055) Foreign currency translation adjustment - - (3,991) (3,991) Balance at September 30, 2016 $ (2,438) $ (6,595) $ (3,991) $ (13,024) See Note 11 for further discussion on the Company’s derivative instruments. |
Shareholders' Equity
Shareholders' Equity | 9 Months Ended |
Sep. 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 nine-month period ended September 30, 2017, is presented below: Unvested Shares Outstanding at December 31, 2016 1,252,291 Granted 413,179 Forfeited (45,409) Vested and issued (542,403) Vested and deferred (37,482) Outstanding at September 30, 2017 1,040,176 The weighted average grant-date fair value per share for the common shares underlying the RSUs granted during the nine-month period ended September 30, 2017 was $57.02 . 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, unless a qualified participant makes certain other elections, the Company issues to recipients who deferred their RSUs common shares of the Company underlying the deferred RSUs. At September 30, 2017 and 2016, the Company had 352,214 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 nine-month period ended September 30, 2017, is presented below: Unvested Shares Outstanding at December 31, 2016 427,144 Granted 210,103 Vested and issued (122,786) Outstanding at September 30, 2017 514,461 During the nine months ended September 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 nine-month period ended September 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 nine-month period ended September 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 September 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 nine-month period ended September 30, 2017, is presented below: Outstanding at December 31, 2016 269,206 Cash settled (79,744) Outstanding at September 30, 2017 189,462 A summary of vesting activity related to Progressive Waste RSUs during the nine-month period ended September 30, 2017, is presented below: Vested at December 31, 2016 222,517 Vested over remaining service period 19,338 Cash settled (79,744) Vested at September 30, 2017 162,111 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 nine-month period ended September 30, 2017, is presented below: Outstanding at December 31, 2016 92,957 Cash settled, net of notional dividend (37,437) Outstanding at September 30, 2017 55,520 A summary of vesting activity related to Progressive Waste PSUs during the nine-month period ended September 30, 2017, is presented below: Vested at December 31, 2016 35,727 Vested over remaining service period 8,322 Cash settled, net of notional dividend (37,437) Vested at September 30, 2017 6,612 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 nine-month period ended September 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 September 30, 2017 306,757 A summary of vesting activity related to Progressive Waste share based options during the nine-month period ended September 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 September 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 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”) to purchase up to 13,181,806 of the Company’s common shares 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. The renewal followed on the conclusion of the Company’s original NCIB that expired August 7, 2017 under which no shares were repurchased. The Company received TSX approval for its annual renewal of the NCIB on August 2, 2017. Under the NCIB, the Company may make share repurchases only in the open market, including on the NYSE, the TSX, and/or 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 80,287 common shares, which represents 25% of the average daily trading volume on the TSX of 321,151 common shares for the period from February 1, 2017 to July 31, 2017. 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 nine months ended September 30, 2017, the Company did not repurchase any common shares pursuant to the NCIB. For the nine months ended September 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 $95,201 and $61,001 were paid during the nine months ended September 30, 2017 and 2016, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 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 September 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 for 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 for 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. Los Angeles County, California Landfill Expansion Litigation In October 2004, the Company’s subsidiary, Chiquita Canyon, LLC (“CCL”), filed an application (the “Application”) with the County of Los Angeles (the “County”) Department of Regional Planning (the “Department”) for a conditional use permit (“CUP”) to authorize the continued operation and expansion of the Chiquita Canyon Landfill (the “Landfill”). The Landfill has operated since 1972, and as a regional landfill, accepted approximately three million tons of materials for disposal and beneficial use in 2016. The Application requested expansion of the existing waste footprint on CCL’s contiguous property, an increase in maximum elevation, creation of a new entrance and new support facilities, construction of a facility for the County or another third-party operator to host household hazardous waste collection events, designation of an area for mixed organics/composting, and other modifications. Over the ensuing 12 and-a-half years, the County conducted a lengthy Permitting and Environmental Impact Review (the “Review”) of the Application, which Review was funded by the Company at substantial expense as required by the County. The County released a draft Environmental Impact Report in 2014, and subsequently revised and recirculated several chapters of that report in 2016. Upon the recommendation of County staff, and over CCL’s objections, the County’s Regional Planning Commission (the “Commission”) approved CCL’s Application, but with operating conditions, fees and exactions that substantially reduce the historical landfill operations and represent a dramatic increase in per-ton taxes and other fees, and include currently unquantifiable future costs that CCL would be forced to expend at the County’s direction and discretion. 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 a subsequent hearing, on July 25, 2017, the Board of Supervisors approved the CUP. The revised conditions approved by the Board of Supervisors do provide some modest relief on the original taxes and fees and the limits on material s that may be received at the Landfill on a daily, monthly, and annual basis. However, the CUP, as revised, also includes many of the Commission’s objectionable conditions and imposes additional 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 Landfill less profitable for the Company. On October 20, 2017, CCL filed in the Superior Court of Los Angeles County a verified petition for writ of mandate and complaint against the County and the County Board of Supervisors captioned Chiquita Canyon, LLC vs. County of Los Angeles; Los Angeles County Board of Supervisors challenging many unlaw ful terms of the CUP. CCL’s petition and complaint seeks (a) an injunction against certain of the CUP’s operational restrictions, taxes and fees, (b) a declaration that the challenged conditions are unconstitutional and in violation of state and federal statutes, (c) reimbursement for any such illegal fees paid under protest, (d) damages, and (e) attorney fees. The petition and complaint details the exemplary 40-plus year operating history of the Landfill, and the many unreasonable and unlawful conditions being forced upon CCL pursuant to the CUP, which harm both CCL and its many customers and others who depend on economical waste management options for Southern California. The petition and complaint estimates that the CUP’s new fees and other new taxes on CCL will total more than $250,000 over the 30 -year lifetime of the CUP. CCL’s petition and complaint explains that the CUP’s conditions violate several state statutes, and state and federal constitutional provisions. The statutory challenges include (a) violations of California’s Mitigation Fee Act, which requires a reasonable relationship between fees imposed by the County and the Landfill’s impacts, and (b) California’s Integrated Waste Management Act, which establishes a comprehensive program for solid waste management and requires certain waste diversion and recycling goals. The constitutional challenges include: · violations of Article XIII of the California Constitution, which prohibits a local government from imposing a tax without appropriate voter approval; · violations of state and federal constitutional prohibitions on discrimination against waste based on its place of origin; and · violations of substantive due process rights guaranteed by the state and federal constitutions. One condition of the CUP requires CCL to support the County in its legislative efforts related to amendment of certain waste laws and regulations. This condition is challenged as a clear affront to the free speech protections of the state and federal constitutions. Another onerous condition requires CCL to establish a public park on its land upon closure of the Landfill, and dedicate this land to the County upon request. This condition, among others, is challenged as a taking of private property for public use without just compensation. The petition and complaint also alleges that the County’s actions in enacting these illegal conditions were ultra vires and an abuse of its exercise of police power. The federal constitutional claims provide a basis for violations of 42 U.S.C. Section 1983, which, if successful, will entitle CCL to damages and attorneys’ fees. The County is required to answer the petition and complaint or move to dismiss. CCL will vigorously prosecute the lawsuit and plans to seek discovery from the County regarding what evidence, if any, supports the objectionable conditions in the CUP. A separate lawsuit involving CCL and the Landfill was recently filed by activists alleging that the Review underlying the CUP was inadequate under state law. CCL was named as real party in interest in a petition for writ of mandate filed on August 24, 2017 in the Superior Court of California, County of Los Angeles, against the County of Los Angeles by Val Verde Civic Association, Citizens for Chiquita Canyon Landfill Compliance, and the Santa Clarita Organization for Planning the Environment. The lawsuit seeks to overturn the County’s approval of the CUP for the expansion of the Landfill and the certification of the final Environmental Impact Report, arguing that the report violates the California Environmental Quality Act. Pursuant to Condition No. 6 of the CUP, which requires CCL to defend, indemnify, and hold harmless the County, its agents, officers, and employees from any claim or proceeding against the County brought by any third party to attack, set aside, void, or annul the CUP approval, the County by letter dated September 12, 2017 tendered the defense of the lawsuit to CCL. CCL intends to vigorously defend the lawsuit. At this point, the Company is not able to determine the likelihood of any outcome in this matter. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | 18. SUBSEQUENT EVENT On October 25, 2017 , the Company announced that its Board of Directors increased its regular quarterly cash dividend by $0.02 , from $0.12 to $0.14 per Company common share, and then declared a regular quarterly cash dividend of $0.14 p er Company common share. The dividend will be paid on November 22, 2017 , to shareholders of record on the close of business on November 8, 2017 . |
Landfill Accounting (Tables)
Landfill Accounting (Tables) | 9 Months Ended |
Sep. 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 September 30, 2017: Final capping, closure and post-closure liability at December 31, 2016 $ 244,909 Adjustments to final capping, closure and post-closure liabilities (27,876) Liabilities incurred 11,011 Accretion expense associated with landfill obligations 8,757 Closure payments (4,913) Foreign currency translation adjustment 2,025 Final capping, closure and post-closure liability at September 30, 2017 $ 233,913 |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Sep. 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 nine months ended September 30, 2016, were acquired as of January 1, 2016 (unaudited): Nine Months Ended September 30, 2016 Total revenue $ 3,136,249 Net income 279,907 Basic income per share 1.07 Diluted income per share 1.07 |
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 nine months ended September 30, 2017 and 2016: 2017 Acquisitions 2016 Acquisitions Fair value of consideration transferred: Cash $ 394,002 $ 13,703 Debt assumed 56,958 - Notes issued to sellers 13,460 - Fair value of operations exchanged 81,097 - 545,517 13,703 Recognized amounts of identifiable assets acquired and liabilities assumed associated with businesses acquired: Accounts receivable 19,312 521 Prepaid expenses and other current assets 4,336 477 Property and equipment 167,065 4,397 Long-term franchise agreements and contracts 54,674 - Customer lists 28,033 5,079 Indefinite-lived intangibles 5,830 - Other intangibles 27,261 - Other assets 3,052 261 Accounts payable and accrued liabilities (12,022) (744) Deferred revenue (9,657) (659) Contingent consideration (35) (345) Other long-term liabilities (1,080) - Deferred income taxes (50,283) - Total identifiable net assets 236,486 8,987 Goodwill $ 309,031 $ 4,716 |
Assets Held for Sale (Tables)
Assets Held for Sale (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Assets Held for Sale [Abstract] | |
Assets and Liabilities Held for Sale | Our assets and liabilities held for sale as of September 30, 2017 and December 31, 2016, were comprised of the following: September 30, 2017 December 31, 2016 Current assets held for sale: Cash and equivalents $ 69 $ 42 Accounts receivable 1,709 5,726 Other current assets 243 571 $ 2,021 $ 6,339 Long-term assets held for sale: Property and equipment $ 12,617 $ 33,624 Goodwill - 244 Other assets 2 121 $ 12,619 $ 33,989 Current liabilities held for sale: Accounts payable $ 834 $ 1,320 Accrued liabilities 314 1,811 Deferred revenue 1,107 252 $ 2,255 $ 3,383 |
Goodwill and Intangible Asset29
Goodwill and Intangible Assets, Net (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Goodwill and Intangible Assets, Net [Abstract] | |
Intangible Assets Exclusive of Goodwill | Intangible assets, exclusive of goodwill, consisted of the following at September 30, 2017: Gross Carrying Amount Accumulated Amortization Accumulated Impairment Loss Net Carrying Amount Finite-lived intangible assets: Long-term franchise agreements and contracts $ 482,298 $ (114,040) $ - $ 368,258 Customer lists 400,737 (168,290) - 232,447 Permits and other 318,335 (32,300) - 286,035 1,201,370 (314,630) - 886,740 Indefinite-lived intangible assets: Solid waste collection and transportation permits 158,591 - - 158,591 Material recycling facility permits 42,283 - - 42,283 E&P facility permits 59,855 - (38,507) 21,348 260,729 - (38,507) 222,222 Intangible assets, exclusive of goodwill $ 1,462,099 $ (314,630) $ (38,507) $ 1,108,962 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 $ 105,822 For the year ending December 31, 2018 $ 98,193 For the year ending December 31, 2019 $ 87,622 For the year ending December 31, 2020 $ 79,423 For the year ending December 31, 2021 $ 70,416 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Long-Term Debt [Abstract] | |
Long-Term Debt | The following chart presents the Company’s long-term debt as of September 30, 2017 and December 31, 2016: September 30, 2017 December 31, 2016 Revolver under Credit Agreement, bearing interest ranging from 2.51 % to 3.45 % (a) $ 218,755 $ 310,582 Term loan under Credit Agreement, bearing interest at 2.44 % (a) 1,637,500 1,637,500 2018 Senior Notes 50,000 50,000 2019 Senior Notes 175,000 175,000 2021 Senior Notes 100,000 100,000 New 2021 Senior Notes 150,000 150,000 2022 Senior Notes 125,000 125,000 2023 Senior Notes 200,000 200,000 2024 Senior Notes 150,000 - 2025 Senior Notes 375,000 375,000 2026 Senior Notes 400,000 400,000 2027 Senior Notes 250,000 - Tax-exempt bonds, bearing interest ranging from 1.03 % to 1.05 % (a) 95,430 95,430 Notes payable to sellers and other third parties, bearing interest at 2.00 % to 24.81 % (a) 26,482 14,180 3,953,167 3,632,692 Less – current portion (11,596) (1,650) Less – debt issuance costs (15,810) (14,282) $ 3,925,761 $ 3,616,760 ____________________ (a) Interest rates represent the interest rates incurred at September 30, 2017 . |
Details of the Company's Credit Agreement | Details of the Credit Agreement are as follows: September 30, 2017 December 31, 2016 Revolver under Credit Agreement Available $ 1,122,149 $ 1,004,451 Letters of credit outstanding $ 221,596 $ 247,467 Total amount drawn, as follows: $ 218,755 $ 310,582 Amount drawn – Canadian prime rate loan $ 12,020 $ 7,448 Interest rate applicable - Canadian prime rate loan 3.45% 2.95% Amount drawn – Canadian BA loan $ 206,735 $ 303,134 Interest rate applicable – Canadian BA loan 2.51% 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 2.44% 1.97% |
Segment Reporting (Tables)
Segment Reporting (Tables) | 9 Months Ended |
Sep. 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 nine months ended September 30, 2017 and 2016, is shown in the following tables: Three Months Ended September 30, 2017 Revenue Intercompany Revenue (b) Reported Revenue Segment EBITDA (c) Southern $ 317,059 $ (36,531) $ 280,528 $ 63,171 Western 292,222 (30,345) 261,877 84,861 Eastern 292,124 (45,857) 246,267 74,018 Canada 224,166 (27,111) 197,055 74,369 Central 190,210 (23,850) 166,360 64,607 E&P 56,209 (1,818) 54,391 27,881 Corporate (a) - - - (5,751) $ 1,371,990 $ (165,512) $ 1,206,478 $ 383,156 Three Months Ended September 30, 2016 Revenue Intercompany Revenue (b) Reported Revenue Segment EBITDA (c) Southern $ 317,727 $ (37,818) $ 279,909 $ 62,189 Western 276,941 (30,050) 246,891 84,214 Eastern 226,680 (34,701) 191,979 57,699 Canada 207,003 (26,431) 180,572 66,235 Central 176,109 (20,842) 155,267 58,079 E&P 33,785 (3,481) 30,304 8,919 Corporate (a) - - - (18,299) $ 1,238,245 $ (153,323) $ 1,084,922 $ 319,036 Nine Months Ended September 30, 2017 Revenue Intercompany Revenue (b) Reported Revenue Segment EBITDA (c) Southern $ 957,506 $ (111,472) $ 846,034 $ 199,280 Western 845,176 (90,217) 754,959 247,475 Eastern 851,880 (133,578) 718,302 209,315 Canada 621,995 (75,846) 546,149 200,283 Central 536,803 (66,716) 470,087 177,975 E&P 143,951 (6,169) 137,782 63,518 Corporate (a) - - - (32,535) $ 3,957,311 $ (483,998) $ 3,473,313 $ 1,065,311 Nine Months Ended September 30, 2016 Revenue Intercompany Revenue (b) Reported Revenue Segment EBITDA (c) Southern $ 497,863 $ (60,485) $ 437,378 $ 98,906 Western 789,716 (87,160) 702,556 237,839 Eastern 519,165 (81,361) 437,804 135,456 Canada 281,660 (35,949) 245,711 91,471 Central 468,004 (53,130) 414,874 154,510 E&P 97,883 (8,965) 88,918 21,953 Corporate (a) - - - (102,653) $ 2,654,291 $ (327,050) $ 2,327,241 $ 637,482 ____________________ (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 September 30, 2017 and December 31, 2016, were as follows: September 30, 2017 December 31, 2016 Southern $ 2,726,600 $ 2,869,841 Western 1,560,023 1,516,870 Eastern 1,999,928 1,519,576 Canada 2,697,750 2,554,324 Central 1,312,209 1,302,900 E&P 989,081 1,068,086 Corporate 624,684 272,328 Total Assets $ 11,910,275 $ 11,103,925 |
Changes in Goodwill by Reportable Segment | The following tables show changes in goodwill during the nine months ended September 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 7,484 20,906 272,501 7,127 1,013 - 309,031 Goodwill divested (31,543) - (4,276) - (667) - (36,486) Impairment loss - - - - - (77,343) (77,343) Goodwill adjustment for assets sold 2,205 - 321 - - - 2,526 Goodwill adjustment for assets held for sale (11,080) - - - - - (11,080) Impact of changes in foreign currency - - - 111,439 - - 111,439 Balance as of September 30, 2017 $ 1,437,089 $ 397,443 $ 801,706 $ 1,583,840 $ 468,270 $ - $ 4,688,348 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 1,338,806 2,696 75,769 1,465,720 48,232 - 2,931,223 Impact of changes in foreign currency - - - (2,878) - - (2,878) Balance as of September 30, 2016 $ 1,434,516 $ 376,516 $ 535,301 $ 1,462,842 $ 464,652 $ 77,343 $ 4,351,170 |
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 September 30, Nine months ended September 30, 2017 2016 2017 2016 Southern segment EBITDA $ 63,171 $ 62,189 $ 199,280 $ 98,906 Western segment EBITDA 84,861 84,214 247,475 237,839 Eastern segment EBITDA 74,018 57,699 209,315 135,456 Canada segment EBITDA 74,369 66,235 200,283 91,471 Central segment EBITDA 64,607 58,079 177,975 154,510 E&P segment EBITDA 27,881 8,919 63,518 21,953 Subtotal reportable segments 388,907 337,335 1,097,846 740,135 Unallocated corporate overhead (5,751) (18,299) (32,535) (102,653) Depreciation (136,941) (125,744) (395,008) (270,988) Amortization of intangibles (26,613) (26,944) (76,886) (48,719) Impairments and other operating items (832) (7,682) (141,333) (4,634) Interest expense (32,471) (27,621) (92,763) (65,291) Interest income 1,656 171 3,131 447 Other income (expense), net 1,709 500 3,561 (268) Foreign currency transaction gain (loss) (1,864) (350) (3,502) 339 Income before income tax provision $ 187,800 $ 131,366 $ 362,511 $ 248,368 |
Total Reported Revenues by Service Line | The following tables reflect a breakdown of the Company’s revenue and inter-company eliminations for the periods indicated: Three months ended September 30, 2017 Revenue Intercompany Revenue Reported Revenue % of Reported Revenue Solid waste collection $ 815,344 $ (2,484) $ 812,860 67.4% Solid waste disposal and transfer 416,764 (157,280) 259,484 21.5 Solid waste recycling 43,864 (2,295) 41,569 3.5 E&P waste treatment, recovery and disposal 57,797 (3,082) 54,715 4.5 Intermodal and other 38,221 (371) 37,850 3.1 Total $ 1,371,990 $ (165,512) $ 1,206,478 100.0% Three months ended September 30, 2016 Revenue Intercompany Revenue Reported Revenue % of Reported Revenue Solid waste collection $ 760,281 $ (2,472) $ 757,809 69.9% Solid waste disposal and transfer 377,998 (144,459) 233,539 21.5 Solid waste recycling 32,138 (2,523) 29,615 2.7 E&P waste treatment, recovery and disposal 33,673 (3,608) 30,065 2.8 Intermodal and other 34,155 (261) 33,894 3.1 Total $ 1,238,245 $ (153,323) $ 1,084,922 100.0% Nine months ended September 30, 2017 Revenue Intercompany Revenue Reported Revenue % of Reported Revenue Solid waste collection $ 2,380,821 $ (7,075) $ 2,373,746 68.3% Solid waste disposal and transfer 1,189,965 (459,659) 730,306 21.0 Solid waste recycling 131,445 (7,229) 124,216 3.6 E&P waste treatment, recovery and disposal 147,662 (8,921) 138,741 4.0 Intermodal and other 107,418 (1,114) 106,304 3.1 Total $ 3,957,311 $ (483,998) $ 3,473,313 100.0% Nine months ended September 30, 2016 Revenue Intercompany Revenue Reported Revenue % of Reported Revenue Solid waste collection $ 1,619,827 $ (5,571) $ 1,614,256 69.4% Solid waste disposal and transfer 804,928 (307,308) 497,620 21.4 Solid waste recycling 60,876 (4,554) 56,322 2.4 E&P waste treatment, recovery and disposal 97,259 (9,228) 88,031 3.8 Intermodal and other 71,401 (389) 71,012 3.0 Total $ 2,654,291 $ (327,050) $ 2,327,241 100.0% |
Derivative Financial Instrume32
Derivative Financial Instruments (Tables) | 9 Months Ended |
Sep. 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 September 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) $ 2,748 Accrued liabilities (a) $ (1,857) Other assets, net 11,721 Other long-term liabilities (1,616) Fuel hedges Prepaid expenses and other current assets (b) 1,317 Accrued liabilities (b) (729) Other assets, net 241 Total derivatives designated as cash flow hedges $ 16,027 $ (4,202) ____________________ (a) Represents the estimated amount of the existing unrealized gains and losses, respectively, on interest rate swaps as of September 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 September 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 nine months ended September 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 September 30, Three Months Ended September 30, 2017 2016 2017 2016 Interest rate swaps $ (361) $ 2,598 Interest expense $ 376 $ 1,234 Fuel hedges 1,680 630 Cost of operations 487 830 Total $ 1,319 $ 3,228 $ 863 $ 2,064 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) Nine Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Interest rate swaps $ 224 $ (3,896) Interest expense $ 1,729 $ 3,338 Fuel hedges (1,030) 841 Cost of operations 1,704 2,855 Total $ (806) $ (3,055) $ 3,433 $ 6,193 ___________________ (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 September 30, 2017, the Company’s derivative instruments included 14 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 August 2017 $ 100,000 1.900% 1-month LIBOR July 2019 July 2022 August 2017 $ 200,000 2.200% 1-month LIBOR October 2020 October 2025 August 2017 $ 150,000 1.950% 1-month LIBOR February 2020 February 2023 ____________________ * Plus applicable margin. |
Fuel [Member] | Commodity Contract [Member] | |
Company's Derivative Instruments | At September 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) | 9 Months Ended |
Sep. 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 September 30, 2017 and December 31, 2016, are as follows: Carrying Value at Fair Value* at September 30, 2017 December 31, 2016 September 30, 2017 December 31, 2016 4.00% Senior Notes due 2018 $ 50,000 $ 50,000 $ 50,488 $ 51,226 5.25% Senior Notes due 2019 $ 175,000 $ 175,000 $ 185,104 $ 187,671 4.64% Senior Notes due 2021 $ 100,000 $ 100,000 $ 106,588 $ 106,618 2.39% Senior Notes due 2021 $ 150,000 $ 150,000 $ 148,477 $ 146,168 3.09% Senior Notes due 2022 $ 125,000 $ 125,000 $ 126,260 $ 123,974 2.75% Senior Notes due 2023 $ 200,000 $ 200,000 $ 197,272 $ 192,238 3.24% Senior Notes due 2024 $ 150,000 $ - $ 151,070 $ - 3.41% Senior Notes due 2025 $ 375,000 $ 375,000 $ 379,859 $ 368,968 3.03% Senior Notes due 2026 $ 400,000 $ 400,000 $ 392,815 $ 379,438 3.49% Senior Notes due 2027 $ 250,000 $ - $ 252,396 $ - ______________________ * 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) | 9 Months Ended |
Sep. 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 nine months ended September 30, 2017 and 2016: Three months ended September 30, Nine months ended September 30, 2017 2016 2017 2016 Numerator: Net income attributable to Waste Connections for basic and diluted earnings per share $ 123,227 $ 88,617 $ 261,732 $ 160,948 Denominator: Basic shares outstanding 263,443,064 263,005,450 263,298,839 219,321,828 Dilutive effect of equity-based awards 856,408 644,688 810,544 742,842 Diluted shares outstanding 264,299,472 263,650,138 264,109,383 220,064,670 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 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 September 30, 2017 and December 31, 2016, were as follows: Fair Value Measurement at September 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 $ 10,996 $ - $ 10,996 $ - Fuel hedge derivative instruments – net asset position $ 829 $ - $ - $ 829 Restricted assets $ 57,760 $ - $ 57,760 $ - Contingent consideration $ (44,955) $ - $ - $ (44,955) 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 nine months ended September 30, 2017 and 2016: Nine Months Ended September 30, 2017 2016 Beginning balance $ (264) $ (9,900) Realized losses included in earnings 2,765 4,616 Unrealized gains (losses) included in AOCIL (1,672) 1,343 Ending balance $ 829 $ (3,941) |
Fair Value for Level 3 Liabilities | The following table summarizes the changes in the fair value for Level 3 liabilities related to contingent consideration for the nine months ended September 30, 2017 and 2016: Nine Months Ended September 30, 2017 2016 Beginning balance $ 51,826 $ 49,394 Contingent consideration recorded at acquisition date 35 16,247 Payment of contingent consideration recorded at acquisition date (5,840) (12,105) Payment of contingent consideration recorded in earnings - (413) Adjustments to contingent consideration 17,754 (2,563) Reclass earned contingent consideration to accrued liabilities (20,464) - Interest accretion expense 1,381 1,129 Foreign currency translation adjustment 263 - Ending balance $ 44,955 $ 51,689 |
Other Comprehensive Income (L36
Other Comprehensive Income (Loss) (Tables) | 9 Months Ended |
Sep. 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 nine month periods ended September 30, 2017 and 2016 are as follows: Three months ended September 30, 2017 Gross Tax effect Net of tax Interest rate swap amounts reclassified into interest expense $ 511 $ (135) $ 376 Fuel hedge amounts reclassified into cost of operations 789 (302) 487 Changes in fair value of interest rate swaps 2,181 (2,542) (361) Changes in fair value of fuel hedges 2,717 (1,037) 1,680 Foreign currency translation adjustment 84,500 - 84,500 $ 90,698 $ (4,016) $ 86,682 Three months ended September 30, 2016 Gross Tax effect Net of tax Interest rate swap amounts reclassified into interest expense $ 1,678 $ (444) $ 1,234 Fuel hedge amounts reclassified into cost of operations 1,342 (512) 830 Changes in fair value of interest rate swaps 3,535 (937) 2,598 Changes in fair value of fuel hedges 1,019 (389) 630 Foreign currency translation adjustment (16,642) - (16,642) $ (9,068) $ (2,282) $ (11,350) Nine months ended September 30, 2017 Gross Tax effect Net of tax Interest rate swap amounts reclassified into interest expense $ 2,352 $ (623) $ 1,729 Fuel hedge amounts reclassified into cost of operations 2,765 (1,061) 1,704 Changes in fair value of interest rate swaps 305 (81) 224 Changes in fair value of fuel hedges (1,672) 642 (1,030) Foreign currency translation adjustment 155,153 - 155,153 $ 158,903 $ (1,123) $ 157,780 Nine months ended September 30, 2016 Gross Tax effect Net of tax Interest rate swap amounts reclassified into interest expense $ 5,081 $ (1,743) $ 3,338 Fuel hedge amounts reclassified into cost of operations 4,616 (1,761) 2,855 Changes in fair value of interest rate swaps (6,980) 3,084 (3,896) Changes in fair value of fuel hedges 1,343 (502) 841 Foreign currency translation adjustment (3,991) - (3,991) $ 69 $ (922) $ (853) |
Amounts Included in Accumulated Other Comprehensive Loss | A rollforward of the amounts included in AOCIL, net of taxes, for the nine months ended September 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 1,704 1,729 - 3,433 Changes in fair value (1,030) 224 - (806) Foreign currency translation adjustment - - 155,153 155,153 Balance at September 30, 2017 $ 510 $ 10,047 $ 104,222 $ 114,779 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 2,855 3,338 - 6,193 Changes in fair value 841 (3,896) - (3,055) Foreign currency translation adjustment - - (3,991) (3,991) Balance at September 30, 2016 $ (2,438) $ (6,595) $ (3,991) $ (13,024) |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 9 Months Ended |
Sep. 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 nine-month period ended September 30, 2017, is presented below: Unvested Shares Outstanding at December 31, 2016 1,252,291 Granted 413,179 Forfeited (45,409) Vested and issued (542,403) Vested and deferred (37,482) Outstanding at September 30, 2017 1,040,176 |
Performance Shares [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Summary of Performance-Based Restricted Share Units Activity and Related Information | A summary of activity related to performance-based restricted share units (“PSUs”) during the nine-month period ended September 30, 2017, is presented below: Unvested Shares Outstanding at December 31, 2016 427,144 Granted 210,103 Vested and issued (122,786) Outstanding at September 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 nine-month period ended September 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 September 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 nine-month period ended September 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 September 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 nine-month period ended September 30, 2017, is presented below: Outstanding at December 31, 2016 269,206 Cash settled (79,744) Outstanding at September 30, 2017 189,462 |
Summary of Vesting Activity Related to RSUs | A summary of vesting activity related to Progressive Waste RSUs during the nine-month period ended September 30, 2017, is presented below: Vested at December 31, 2016 222,517 Vested over remaining service period 19,338 Cash settled (79,744) Vested at September 30, 2017 162,111 |
Progressive Waste Solutions Ltd. [Member] | Performance Shares [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Summary of Performance-Based Restricted Share Units Activity and Related Information | A summary of activity related to Progressive Waste PSUs during the nine-month period ended September 30, 2017, is presented below: Outstanding at December 31, 2016 92,957 Cash settled, net of notional dividend (37,437) Outstanding at September 30, 2017 55,520 |
Summary of Vesting Activity Related to PSUs | A summary of vesting activity related to Progressive Waste PSUs during the nine-month period ended September 30, 2017, is presented below: Vested at December 31, 2016 35,727 Vested over remaining service period 8,322 Cash settled, net of notional dividend (37,437) Vested at September 30, 2017 6,612 |
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 nine-month period ended September 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 September 30, 2017 13,138 |
New Accounting Standards (Narra
New Accounting Standards (Narrative) (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2017 | Dec. 31, 2016 | Jan. 01, 2017 | Sep. 30, 2016 | Dec. 31, 2015 | |
Sales incentives | $ 16,000 | ||||
Deferred tax asset, current | 82,876 | $ 89,177 | |||
Goodwill impairment charge | 77,343 | ||||
Goodwill | 4,688,348 | 4,390,261 | $ 4,351,170 | $ 1,422,825 | |
Accounting Standards Update 2016 09 [Member] | |||||
Excess tax benefits associated with equity-based compensation | 6,776 | ||||
Cumulative effect adjustment to Retained Earnings | 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 | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2017USD ($)site$ / T | Sep. 30, 2016USD ($)$ / T | Dec. 31, 2016USD ($) | |
Landfill Accounting [Line Items] | |||
Number of landfills owned and operated by company | site | 78 | ||
Number of landfills operated, not owned, under life-of-site operating agreements | site | 8 | ||
Number of landfills operated under limited-term operating agreements | site | 6 | ||
Property and equipment, net | $ | $ 4,783,928 | $ 4,738,055 | |
Average remaining landfill life based on permitted capacity and projected annual disposal volumes | 27 years | ||
Number of owned landfills the company is seeking to expand | site | 11 | ||
Number of landfills operated under life-of-site operating agreements that the company is seeking to expand | site | 2 | ||
Average remaining landfill life based on permitted capacity, projected annual disposal volumes and probable expansion capacity | 29 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 | $ | $ 147,071 | $ 98,075 | |
Average rate per ton consumed related to landfill depletion at owned landfills and landfills operated under life-of-site agreements | $ / T | 4.55 | 4.27 | |
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 | $ | $ 8,757 | $ 5,740 | |
Average rate per ton consumed related to final capping, closure and post-closure landfill accretion expense | $ / T | 0.27 | 0.25 | |
Restricted asset balance for purposes of securing our performance of future final capping, closure and post-closure obligations | $ | $ 55,827 | $ 55,388 | |
Landfill [Member] | |||
Landfill Accounting [Line Items] | |||
Property and equipment, net | $ | $ 2,687,159 |
Landfill Accounting (Reconcilia
Landfill Accounting (Reconciliation of Final Capping, Closure and Post-Closure Liability Balance) (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Sep. 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 | (27,876) | |
Liabilities incurred | 11,011 | |
Accretion expense associated with landfill obligations | 8,757 | $ 5,740 |
Closure payments | (4,913) | |
Foreign currency translation adjustment | 2,025 | |
Final capping, closure and post-closure liability at the end of the period | $ 233,913 |
Acquisitions (Narrative) (Detai
Acquisitions (Narrative) (Detail) $ / shares in Units, $ in Thousands | Jun. 02, 2016USD ($)shares | Jan. 31, 2017territorycustomer | Jun. 30, 2016USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2016USD ($) | May 31, 2017USD ($) | Sep. 30, 2017USD ($)entity | Sep. 30, 2016USD ($)entity | Sep. 30, 2017USD ($) | Dec. 31, 2016USD ($) | Jun. 01, 2016USD ($)$ / shares |
Business Acquisition [Line Items] | ||||||||||||
Cash consideration, net of cash acquired | $ 394,002 | $ 13,703 | ||||||||||
Stockholders equity stock conversion ratio | 1.5 | |||||||||||
Number of individual businesses acquired that are not specifically described | entity | 11 | |||||||||||
Impairments and other operating items | $ 832 | $ 7,682 | $ 141,333 | 4,634 | ||||||||
Change in liability-classified contingent consideration | 17,754 | (2,563) | ||||||||||
Revenues | 1,206,478 | 1,084,922 | 3,473,313 | 2,327,241 | ||||||||
Income before income tax provision | 187,800 | 131,366 | 362,511 | 248,368 | ||||||||
Goodwill expected to be deductible for tax purposes | 51,518 | 51,518 | $ 51,518 | |||||||||
Goodwill acquired | 309,031 | 2,931,223 | ||||||||||
Trade receivables acquired in business combination gross contractual amount | 20,025 | 20,025 | 20,025 | |||||||||
Trade receivables acquired in business combination expected to be uncollectible amount | $ 713 | $ 713 | $ 713 | |||||||||
Fair value of acquired working capital is provisional | entity | 10 | |||||||||||
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 | 31,588 | ||||||||||
Contingent payable fair value | $ 10,452 | |||||||||||
Impairments and other operating items | $ 57,362 | |||||||||||
Change in liability-classified contingent consideration | 9,631 | |||||||||||
Revenues | $ 687,108 | 826,886 | ||||||||||
Income before income tax provision | 68,289 | $ 79,470 | ||||||||||
Goodwill expected to be deductible for tax purposes | $ 303,594 | |||||||||||
Goodwill acquired | 3,023,585 | |||||||||||
Trade receivables acquired in business combination gross contractual amount | 239,212 | |||||||||||
Trade receivables acquired in business combination expected to be uncollectible amount | $ 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% | |||||||||||
Progressive Waste Solutions Ltd. [Member] | Progressive Waste [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Percentage of combined company owned | 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 | |||||||||||
Individually Immaterial Non-Hazardous Solid Waste Collection Businesses [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Acquisition-related costs | 3,660 | |||||||||||
Other Acquisition [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Acquisition-related costs | $ 773 | |||||||||||
Number of immaterial businesses acquired in period | entity | 10 | |||||||||||
Goodwill expected to be deductible for tax purposes | 4,716 | 4,716 | $ 4,716 | |||||||||
Goodwill acquired | 4,716 | |||||||||||
Trade receivables acquired in business combination gross contractual amount | 947 | 947 | 947 | |||||||||
Trade receivables acquired in business combination expected to be uncollectible amount | $ 426 | $ 426 | $ 426 | |||||||||
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 | 56,958 | |||||||||||
Debt [Member] | Progressive Waste Solutions Ltd. [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Liabilities incurred | $ 1,729,274 | $ 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 | Jun. 02, 2016 | Sep. 30, 2017 | Sep. 30, 2016 |
Fair value of consideration transferred: | |||
Cash | $ 394,002 | ||
Notes issued to sellers | 13,460 | ||
Fair value of operations exchanged | 81,097 | ||
Consideration transferred | 545,517 | ||
Recognized amounts of identifiable assets acquired and liabilities assumed associated with businesses acquired: | |||
Accounts receivable | 19,312 | ||
Prepaid expenses and other current assets | 4,336 | ||
Property and equipment | 167,065 | ||
Indefinite-lived intangibles | 5,830 | ||
Other assets | 3,052 | ||
Deferred revenue | (9,657) | ||
Other long-term liabilities | (1,080) | ||
Deferred income taxes | (50,283) | ||
Total identifiable net assets | 236,486 | ||
Goodwill | 309,031 | $ 2,931,223 | |
Accounts Payable and Accrued Liabilities [Member] | |||
Recognized amounts of identifiable assets acquired and liabilities assumed associated with businesses acquired: | |||
Accounts payable and accrued liabilities | (12,022) | ||
Debt [Member] | |||
Fair value of consideration transferred: | |||
Liabilities incurred | 56,958 | ||
Contingent Consideration [Member] | |||
Recognized amounts of identifiable assets acquired and liabilities assumed associated with businesses acquired: | |||
Other long-term liabilities | (35) | ||
Other Acquisition [Member] | |||
Fair value of consideration transferred: | |||
Cash | 13,703 | ||
Consideration transferred | 13,703 | ||
Recognized amounts of identifiable assets acquired and liabilities assumed associated with businesses acquired: | |||
Accounts receivable | 521 | ||
Prepaid expenses and other current assets | 477 | ||
Property and equipment | 4,397 | ||
Other assets | 261 | ||
Deferred revenue | (659) | ||
Total identifiable net assets | 8,987 | ||
Goodwill | 4,716 | ||
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 | (744) | ||
Other Acquisition [Member] | Contingent Consideration [Member] | |||
Recognized amounts of identifiable assets acquired and liabilities assumed associated with businesses acquired: | |||
Other long-term liabilities | (345) | ||
Progressive Waste Solutions Ltd. [Member] | |||
Fair value of consideration transferred: | |||
Shares issued | 3,503,162 | ||
Less: cash acquired | (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 | ||
Prepaid expenses and other current assets | 28,623 | ||
Property and equipment | 2,063,011 | ||
Other assets | 4,491 | ||
Deferred revenue | (35,635) | ||
Other long-term liabilities | (185,774) | ||
Deferred income taxes | (329,552) | ||
Total identifiable net assets | 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 | ||
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) | ||
Progressive Waste Solutions Ltd. [Member] | Debt [Member] | |||
Fair value of consideration transferred: | |||
Liabilities incurred | $ 1,729,274 | 1,729,274 | |
Progressive Waste Solutions Ltd. [Member] | Contingent Consideration [Member] | |||
Recognized amounts of identifiable assets acquired and liabilities assumed associated with businesses acquired: | |||
Other long-term liabilities | (19,412) | ||
Contracts [Member] | |||
Recognized amounts of identifiable assets acquired and liabilities assumed associated with businesses acquired: | |||
Intangibles | 54,674 | ||
Contracts [Member] | Progressive Waste Solutions Ltd. [Member] | |||
Recognized amounts of identifiable assets acquired and liabilities assumed associated with businesses acquired: | |||
Intangibles | 223,885 | ||
Customer Lists [Member] | |||
Recognized amounts of identifiable assets acquired and liabilities assumed associated with businesses acquired: | |||
Intangibles | 28,033 | ||
Customer Lists [Member] | Other Acquisition [Member] | |||
Recognized amounts of identifiable assets acquired and liabilities assumed associated with businesses acquired: | |||
Intangibles | $ 5,079 | ||
Customer Lists [Member] | Progressive Waste Solutions Ltd. [Member] | |||
Recognized amounts of identifiable assets acquired and liabilities assumed associated with businesses acquired: | |||
Intangibles | 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 |
Acquisitions (Pro Forma Results
Acquisitions (Pro Forma Results of Operations) (Details) - Progressive Waste Solutions Ltd. [Member] $ / shares in Units, $ in Thousands | 9 Months Ended |
Sep. 30, 2016USD ($)$ / shares | |
Business Acquisition [Line Items] | |
Total revenue | $ | $ 3,136,249 |
Net income | $ | $ 279,907 |
Basic income per share | $ / shares | $ 1.07 |
Diluted income per share | $ / shares | $ 1.07 |
Assets Held for Sale (Narrative
Assets Held for Sale (Narrative) (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Assets Held for Sale [Abstract] | |
Total consideration received for divestitures | $ 104,065 |
Loss recognized on assets held for sale | $ 19,189 |
Assets Held for Sale (Assets an
Assets Held for Sale (Assets and Liabilities Held for Sale) (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Current assets held for sale: | ||
Cash and equivalents | $ 69 | $ 42 |
Accounts receivable | 1,709 | 5,726 |
Other current assets | 243 | 571 |
Current assets held for sale | 2,021 | 6,339 |
Long-term assets held for sale: | ||
Property and equipment | 12,617 | 33,624 |
Goodwill | 244 | |
Other assets | 2 | 121 |
Long-term assets held for sale | 12,619 | 33,989 |
Current liabilities held for sale: | ||
Accounts payable | 834 | 1,320 |
Accrued liabilities | 314 | 1,811 |
Deferred revenue | 1,107 | 252 |
Current liabilities held for sale | $ 2,255 | $ 3,383 |
Goodwill and Intangible Asset46
Goodwill and Intangible Assets, Net (Narrative) (Detail) $ in Thousands | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2017USD ($)segment | Dec. 31, 2016USD ($) | Jan. 01, 2017USD ($) | Sep. 30, 2016USD ($) | Dec. 31, 2015USD ($) | |
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Number of operating segments | segment | 6 | ||||
Goodwill impairment charge | $ 77,343 | ||||
Goodwill | 4,688,348 | $ 4,390,261 | $ 4,351,170 | $ 1,422,825 | |
Property and equipment, net | $ 4,783,928 | 4,738,055 | |||
Long-term Franchise Agreements and Contracts [Member] | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Weighted average amortization period of acquired intangible assets | 16 years 10 months 25 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 |
Goodwill and Intangible Asset47
Goodwill and Intangible Assets, Net (Intangible Assets Exclusive of Goodwill) (Detail) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, gross carrying amount | $ 1,201,370 | $ 1,090,809 |
Intangible assets, exclusive of goodwill, gross | 1,462,099 | 1,345,708 |
Indefinite-lived intangible assets, gross carrying amount | 260,729 | 254,899 |
Finite-lived intangible assets, accumulated amortization | (314,631) | (240,043) |
Intangible assets, accumulated impairment loss | (38,507) | (38,507) |
Finite-lived intangible assets, net carrying amount | 886,739 | 850,766 |
Intangible assets, net, exclusive of goodwill | 1,108,961 | 1,067,158 |
Indefinite-lived intangible assets | 222,222 | 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 | 158,591 | 152,761 |
Intangible assets, accumulated impairment loss | ||
Indefinite-lived intangible assets | 158,591 | 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 | 482,298 | 428,783 |
Finite-lived intangible assets, accumulated amortization | (114,040) | (86,552) |
Finite-lived intangible assets, net carrying amount | 368,258 | 342,231 |
Customer Lists [Member] | ||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, gross carrying amount | 400,737 | 371,203 |
Finite-lived intangible assets, accumulated amortization | (168,290) | (131,525) |
Finite-lived intangible assets, net carrying amount | 232,447 | 239,678 |
Permits and Other [Member] | ||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, gross carrying amount | 318,335 | 290,823 |
Finite-lived intangible assets, accumulated amortization | (32,301) | (21,966) |
Finite-lived intangible assets, net carrying amount | $ 286,034 | $ 268,857 |
Goodwill and Intangible Asset48
Goodwill and Intangible Assets, Net (Estimated Future Amortization Expense of Amortizable Intangible Assets) (Detail) $ in Thousands | Sep. 30, 2017USD ($) |
Goodwill and Intangible Assets, Net [Abstract] | |
For the year ending December 31, 2017 | $ 105,822 |
For the year ending December 31, 2018 | 98,193 |
For the year ending December 31, 2019 | 87,622 |
For the year ending December 31, 2020 | 79,423 |
For the year ending December 31, 2021 | $ 70,416 |
Long-Term Debt (Narrative) (Det
Long-Term Debt (Narrative) (Detail) - USD ($) | Jun. 02, 2016 | Sep. 30, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Apr. 20, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Debt Instrument [Line Items] | ||||||||
Long term debt | $ 3,953,167,000 | $ 3,953,167,000 | $ 3,632,692,000 | |||||
Debt issuance costs | 3,638,000 | $ 13,508,000 | ||||||
Cash and cash equivalents | 495,254,000 | 495,254,000 | $ 119,335,000 | 154,382,000 | $ 10,974,000 | |||
Credit Agreement [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Credit facility | 3,200,000,000 | $ 3,200,000,000 | ||||||
Covenant decription | The Credit Agreement includes a financial covenant limiting, as of the last day of each fiscal quarter, the ratio of (a) (i) Consolidated Total Funded Debt (as defined in the Credit Agreement) as of such date less (ii) the sum of cash and cash equivalents of the Company and its subsidiaries on a dollar-for-dollar basis as of such date in excess of $50,000 up to a maximum of $200,000 (such that the maximum amount of reduction pursuant to this calculation does not exceed $150,000) to (b) Consolidated EBITDA (as defined in the Credit Agreement), measured for the preceding 12 months, to not more than 3.50 to 1.00 (or 3.75 to 1.00 during material acquisition periods, subject to certain limitations). The Credit Agreement also includes a financial covenant requiring the ratio of Consolidated EBIT (as defined in the Credit Agreement) to Consolidated Total Interest Expense (as defined in the Credit Agreement), in each case, measured for the preceding 12 months, to be not less than 2.75 to 1.00. | |||||||
Credit Agreement [Member] | Progressive Waste Solutions Ltd. [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Liabilities incurred | $ 1,659,465,000 | |||||||
Credit Agreement [Member] | Letter of Credit [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Credit facility | 500,000,000 | $ 500,000,000 | ||||||
Credit Agreement [Member] | Revolving Credit Facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Credit facility | 1,562,500,000 | 1,562,500,000 | ||||||
Long term debt | [1] | 218,755,000 | 218,755,000 | 310,582,000 | ||||
Credit Agreement [Member] | Term Loan Facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Credit facility | $ 1,637,500,000 | $ 1,637,500,000 | ||||||
Credit Agreement [Member] | Minimum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Required interest coverage ratio | 2.75 | |||||||
Credit Agreement [Member] | Minimum [Member] | Revolving Credit Facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate | [1] | 2.51% | 2.51% | |||||
Credit Agreement [Member] | Maximum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Reguired leverage ratio during material acquisition period | 3.75 | |||||||
Required leverage ratio | 3.50 | |||||||
Credit Agreement [Member] | Maximum [Member] | Revolving Credit Facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate | [1] | 3.45% | 3.45% | |||||
Credit Agreement [Member] | Maximum [Member] | Swing Line Loans [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Swing line loans | $ 75,000,000 | $ 75,000,000 | ||||||
2016 Master Note Purchase Agreement [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum limit of aggregate principal amount of notes outstanding | 1,500,000,000 | 1,500,000,000 | ||||||
Assumed 2008 Note Purchase Agreement [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum limit of aggregate principal amount of notes outstanding | 1,250,000,000 | 1,250,000,000 | ||||||
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] | 1.03% | 1.03% | |||||
Tax-exempt Bonds [Member] | Maximum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate | [1] | 1.05% | 1.05% | |||||
Notes Payable to Sellers and Other Third Parties [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Long term debt | [1] | $ 26,482,000 | $ 26,482,000 | 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] | 2016 Master Note Purchase Agreement [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Aggregate principal amount | $ 1,150,000,000 | $ 1,150,000,000 | ||||||
Senior Notes [Member] | Assumed 2008 Note Purchase Agreement [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Aggregate principal amount | 825,000,000 | 825,000,000 | ||||||
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% | |||||
Debt instrument maturity date year | 2,018 | |||||||
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% | |||||
Debt instrument maturity date year | 2,019 | |||||||
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% | |||||
Debt instrument maturity date year | 2,021 | |||||||
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% | |||||
Debt instrument maturity date year | 2,021 | |||||||
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% | |||||
Debt instrument maturity date year | 2,022 | |||||||
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% | |||||
Debt instrument maturity date year | 2,023 | |||||||
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% | ||||||
Aggregate principal amount | 150,000,000 | |||||||
Debt instrument maturity date year | 2,024 | |||||||
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% | |||||
Debt instrument maturity date year | 2,025 | |||||||
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% | |||||
Debt instrument maturity date year | 2,026 | |||||||
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% | ||||||
Aggregate principal amount | $ 250,000,000 | |||||||
Debt instrument maturity date year | 2,027 | |||||||
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] | 2.44% | 2.44% | |||||
Term Loan Facility [Member] | Credit Agreement [Member] | Revolving Credit Facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Credit facility maximum increase to borrowing capacity | $ 500,000,000 | |||||||
Maximum amount of increase in commitments under the credit agreement | 3,700,000,000 | |||||||
Debt [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Liabilities incurred | 56,958,000 | |||||||
Debt [Member] | Progressive Waste Solutions Ltd. [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Liabilities incurred | 1,729,274,000 | 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 | |||||||
Credit Agreement Covenant [Member] | Credit Agreement [Member] | Minimum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Cash and cash equivalents | $ 50,000,000 | 50,000,000 | ||||||
Credit Agreement Covenant [Member] | Credit Agreement [Member] | Maximum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Cash and cash equivalents | 200,000,000 | 200,000,000 | ||||||
Credit Agreement Covenant [Member] | Other Assets [Member] | Credit Agreement [Member] | Maximum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Cash and cash equivalents | 150,000,000 | $ 150,000,000 | ||||||
Base Rate [Member] | Canadian Prime Rate Loans and Swing Line Loans [Member] | Minimum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Margin rate for loans | 0.00% | |||||||
Base Rate [Member] | Canadian Prime Rate Loans and Swing Line Loans [Member] | Maximum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Margin rate for loans | 0.50% | |||||||
LIBOR [Member] | Credit Agreement [Member] | 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 | 2.44% | 2.44% | 1.97% | |||||
LIBOR [Member] | Drawing Fees for Bankers' Acceptance and BA Loans and Letter of Credit [Member] | Minimum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Margin rate for loans | 1.00% | |||||||
LIBOR [Member] | Drawing Fees for Bankers' Acceptance and BA Loans and Letter of Credit [Member] | Maximum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Margin rate for loans | 1.50% | |||||||
Canadian Prime Rate [Member] | Credit Agreement [Member] | Revolving Credit Facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Credit facility outstanding | $ 12,020,000 | $ 12,020,000 | $ 7,448,000 | |||||
Interest rate applicable | 3.45% | 3.45% | 2.95% | |||||
Canadian Bankers Acceptance Loan [Member] | Credit Agreement [Member] | Revolving Credit Facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Credit facility outstanding | $ 206,735,000 | $ 206,735,000 | $ 303,134,000 | |||||
Interest rate applicable | 2.51% | 2.51% | 2.13% | |||||
[1] | Interest rates represent the interest rates incurred at September 30, 2017 |
Long-Term Debt (Long-Term Debt)
Long-Term Debt (Long-Term Debt) (Detail) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2017 | Dec. 31, 2016 | ||
Debt Instrument [Line Items] | |||
Total debt | $ 3,953,167 | $ 3,632,692 | |
Less - current portion | (11,596) | (1,650) | |
Less - debt issuance costs | (15,810) | (14,282) | |
Long-term debt and notes payable | 3,925,761 | 3,616,760 | |
Credit Agreement [Member] | Revolving Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Total debt | [1] | $ 218,755 | 310,582 |
Credit Agreement [Member] | Revolving Credit Facility [Member] | Minimum [Member] | |||
Debt Instrument [Line Items] | |||
Interest rate | [1] | 2.51% | |
Credit Agreement [Member] | Revolving Credit Facility [Member] | Maximum [Member] | |||
Debt Instrument [Line Items] | |||
Interest rate | [1] | 3.45% | |
Credit Agreement [Member] | Term Loan Facility [Member] | |||
Debt Instrument [Line Items] | |||
Total debt | [1] | $ 1,637,500 | 1,637,500 |
Interest rate | [1] | 2.44% | |
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% | ||
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% | ||
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] | 1.03% | |
Tax-exempt Bonds [Member] | Maximum [Member] | |||
Debt Instrument [Line Items] | |||
Interest rate | [1] | 1.05% | |
Notes Payable to Sellers and Other Third Parties [Member] | |||
Debt Instrument [Line Items] | |||
Total debt | [1] | $ 26,482 | $ 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 September 30, 2017 |
Long-Term Debt (Details of the
Long-Term Debt (Details of the Company's Credit Agreement) (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2017 | Dec. 31, 2016 | ||
Line of Credit Facility [Line Items] | |||
Amount drawn | $ 3,953,167 | $ 3,632,692 | |
Revolving Credit Facility [Member] | Credit Agreement [Member] | |||
Line of Credit Facility [Line Items] | |||
Available | $ 1,122,149 | $ 1,004,451 | |
Commitment - rate applicable | 0.15% | 0.15% | |
Amount drawn | [1] | $ 218,755 | $ 310,582 |
Letter of Credit [Member] | Credit Agreement [Member] | |||
Line of Credit Facility [Line Items] | |||
Letter of credit | 221,596 | 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 | 2.44% | 1.97% | |
Canadian Prime Rate [Member] | Revolving Credit Facility [Member] | Credit Agreement [Member] | |||
Line of Credit Facility [Line Items] | |||
Amount drawn | $ 12,020 | $ 7,448 | |
Interest rate applicable | 3.45% | 2.95% | |
Canadian Bankers Acceptance Loan [Member] | Revolving Credit Facility [Member] | Credit Agreement [Member] | |||
Line of Credit Facility [Line Items] | |||
Amount drawn | $ 206,735 | $ 303,134 | |
Interest rate applicable | 2.51% | 2.13% | |
[1] | Interest rates represent the interest rates incurred at September 30, 2017 |
Segment Reporting (Narrative) (
Segment Reporting (Narrative) (Detail) | 9 Months Ended |
Sep. 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 | 9 Months Ended | ||||||
Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2017USD ($)segment | Sep. 30, 2016USD ($) | |||||
Segment Reporting Information [Line Items] | ||||||||
Revenue | $ 1,206,478 | $ 1,084,922 | $ 3,473,313 | $ 2,327,241 | ||||
Segment EBITDA | [1] | 383,156 | 319,036 | $ 1,065,311 | 637,482 | |||
Number of operating segments | segment | 6 | |||||||
Intercompany Revenue [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Revenue | [2] | (165,512) | (153,323) | $ (483,998) | (327,050) | |||
Reportable Segments [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Revenue | 1,371,990 | 1,238,245 | 3,957,311 | 2,654,291 | ||||
Segment EBITDA | 388,907 | 337,335 | 1,097,846 | 740,135 | ||||
Southern [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Revenue | 280,528 | 279,909 | 846,034 | 437,378 | ||||
Segment EBITDA | [1] | 63,171 | 62,189 | 199,280 | 98,906 | |||
Southern [Member] | Intercompany Revenue [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Revenue | [2] | (36,531) | (37,818) | (111,472) | (60,485) | |||
Southern [Member] | Reportable Segments [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Revenue | 317,059 | 317,727 | 957,506 | 497,863 | ||||
Western [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Revenue | 261,877 | 246,891 | 754,959 | 702,556 | ||||
Segment EBITDA | [1] | 84,861 | 84,214 | 247,475 | 237,839 | |||
Western [Member] | Intercompany Revenue [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Revenue | [2] | (30,345) | (30,050) | (90,217) | (87,160) | |||
Western [Member] | Reportable Segments [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Revenue | 292,222 | 276,941 | 845,176 | 789,716 | ||||
Eastern [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Revenue | 246,267 | 191,979 | 718,302 | 437,804 | ||||
Segment EBITDA | [1] | 74,018 | 57,699 | 209,315 | 135,456 | |||
Eastern [Member] | Intercompany Revenue [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Revenue | [2] | (45,857) | (34,701) | (133,578) | (81,361) | |||
Eastern [Member] | Reportable Segments [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Revenue | 292,124 | 226,680 | 851,880 | 519,165 | ||||
Canada [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Revenue | 197,055 | 180,572 | 546,149 | 245,711 | ||||
Segment EBITDA | [1] | 74,369 | 66,235 | 200,283 | 91,471 | |||
Canada [Member] | Intercompany Revenue [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Revenue | [2] | (27,111) | (26,431) | (75,846) | (35,949) | |||
Canada [Member] | Reportable Segments [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Revenue | 224,166 | 207,003 | 621,995 | 281,660 | ||||
Central [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Revenue | 166,360 | [3] | 155,267 | [3] | 470,087 | 414,874 | ||
Segment EBITDA | [1] | 64,607 | [3] | 58,079 | [3] | 177,975 | 154,510 | |
Central [Member] | Intercompany Revenue [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Revenue | [2] | (23,850) | [3] | (20,842) | [3] | (66,716) | (53,130) | |
Central [Member] | Reportable Segments [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Revenue | 190,210 | [3] | 176,109 | [3] | 536,803 | 468,004 | ||
Exploration and Production [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Revenue | 54,391 | 30,304 | 137,782 | 88,918 | ||||
Segment EBITDA | [1] | 27,881 | 8,919 | 63,518 | 21,953 | |||
Exploration and Production [Member] | Intercompany Revenue [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Revenue | [2] | (1,818) | (3,481) | (6,169) | (8,965) | |||
Exploration and Production [Member] | Reportable Segments [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Revenue | 56,209 | 33,785 | 143,951 | 97,883 | ||||
Corporate [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Revenue | [3] | |||||||
Segment EBITDA | [1] | $ (5,751) | [3] | (18,299) | [3] | $ (32,535) | $ (102,653) | [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 | Sep. 30, 2017 | Dec. 31, 2016 |
Segment Reporting Information [Line Items] | ||
Assets | $ 11,910,275 | $ 11,103,925 |
Southern [Member] | ||
Segment Reporting Information [Line Items] | ||
Assets | 2,726,600 | 2,869,841 |
Western [Member] | ||
Segment Reporting Information [Line Items] | ||
Assets | 1,560,023 | 1,516,870 |
Eastern [Member] | ||
Segment Reporting Information [Line Items] | ||
Assets | 1,999,928 | 1,519,576 |
Canada [Member] | ||
Segment Reporting Information [Line Items] | ||
Assets | 2,697,750 | 2,554,324 |
Central [Member] | ||
Segment Reporting Information [Line Items] | ||
Assets | 1,312,209 | 1,302,900 |
Exploration and Production [Member] | ||
Segment Reporting Information [Line Items] | ||
Assets | 989,081 | 1,068,086 |
Corporate [Member] | ||
Segment Reporting Information [Line Items] | ||
Assets | $ 624,684 | $ 272,328 |
Segment Reporting (Changes in G
Segment Reporting (Changes in Goodwill by Reportable Segment) (Detail) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Goodwill [Line Items] | |||
Goodwill, Beginning Balance | $ 4,390,261 | $ 1,422,825 | $ 1,422,825 |
Goodwill acquired | 309,031 | 2,931,223 | |
Goodwill divested | (36,486) | ||
Impairment loss | (77,343) | ||
Goodwill adjustment for assets sold | 2,526 | ||
Goodwill adjustment for assets held for sale | (11,080) | ||
Impact of changes in foreign currency | 111,439 | (2,878) | |
Goodwill, Ending Balance | 4,688,348 | 4,351,170 | 4,390,261 |
Southern [Member] | |||
Goodwill [Line Items] | |||
Goodwill, Beginning Balance | 1,470,023 | 95,710 | 95,710 |
Goodwill acquired | 7,484 | 1,338,806 | |
Goodwill divested | (31,543) | ||
Goodwill adjustment for assets sold | 2,205 | ||
Goodwill adjustment for assets held for sale | (11,080) | ||
Goodwill, Ending Balance | 1,437,089 | 1,434,516 | 1,470,023 |
Western [Member] | |||
Goodwill [Line Items] | |||
Goodwill, Beginning Balance | 376,537 | 373,820 | 373,820 |
Goodwill acquired | 20,906 | 2,696 | |
Goodwill, Ending Balance | 397,443 | 376,516 | 376,537 |
Eastern [Member] | |||
Goodwill [Line Items] | |||
Goodwill, Beginning Balance | 533,160 | 459,532 | 459,532 |
Goodwill acquired | 272,501 | 75,769 | |
Goodwill divested | (4,276) | ||
Goodwill adjustment for assets sold | 321 | ||
Goodwill, Ending Balance | 801,706 | 535,301 | 533,160 |
Canada [Member] | |||
Goodwill [Line Items] | |||
Goodwill, Beginning Balance | 1,465,274 | ||
Goodwill acquired | 7,127 | 1,465,720 | |
Impact of changes in foreign currency | 111,439 | (2,878) | |
Goodwill, Ending Balance | 1,583,840 | 1,462,842 | 1,465,274 |
Central [Member] | |||
Goodwill [Line Items] | |||
Goodwill, Beginning Balance | 467,924 | 416,420 | 416,420 |
Goodwill acquired | 1,013 | 48,232 | |
Goodwill divested | (667) | ||
Goodwill, Ending Balance | 468,270 | 464,652 | 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 | 9 Months Ended | ||||||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |||||
Segment EBITDA | [1] | $ 383,156 | $ 319,036 | $ 1,065,311 | $ 637,482 | |||
Depreciation | (136,941) | (125,744) | (395,008) | (270,988) | ||||
Amortization of intangibles | (26,613) | (26,944) | (76,886) | (48,719) | ||||
Impairments and other operating items | (832) | (7,682) | (141,333) | (4,634) | ||||
Interest expense | (32,471) | (27,621) | (92,763) | (65,291) | ||||
Interest income | 1,656 | 171 | 3,131 | 447 | ||||
Other income (expense), net | 1,709 | 500 | 3,561 | (268) | ||||
Foreign currency transaction gain (loss) | (1,864) | (350) | (3,502) | 339 | ||||
Income before income tax provision | 187,800 | 131,366 | 362,511 | 248,368 | ||||
Southern [Member] | ||||||||
Segment EBITDA | [1] | 63,171 | 62,189 | 199,280 | 98,906 | |||
Western [Member] | ||||||||
Segment EBITDA | [1] | 84,861 | 84,214 | 247,475 | 237,839 | |||
Eastern [Member] | ||||||||
Segment EBITDA | [1] | 74,018 | 57,699 | 209,315 | 135,456 | |||
Canada [Member] | ||||||||
Segment EBITDA | [1] | 74,369 | 66,235 | 200,283 | 91,471 | |||
Central [Member] | ||||||||
Segment EBITDA | [1] | 64,607 | [2] | 58,079 | [2] | 177,975 | 154,510 | |
Exploration and Production [Member] | ||||||||
Segment EBITDA | [1] | 27,881 | 8,919 | 63,518 | 21,953 | |||
Corporate [Member] | ||||||||
Segment EBITDA | [1] | (5,751) | [2] | (18,299) | [2] | (32,535) | (102,653) | [2] |
Reportable Segments [Member] | ||||||||
Segment EBITDA | $ 388,907 | $ 337,335 | $ 1,097,846 | $ 740,135 | ||||
[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 | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | ||
Revenue from External Customer [Line Items] | |||||
Revenues | $ 1,206,478 | $ 1,084,922 | $ 3,473,313 | $ 2,327,241 | |
Percentage of reported revenue | 100.00% | 100.00% | 100.00% | 100.00% | |
Solid Waste Collection [Member] | |||||
Revenue from External Customer [Line Items] | |||||
Revenues | $ 812,860 | $ 757,809 | $ 2,373,746 | $ 1,614,256 | |
Percentage of reported revenue | 67.40% | 69.90% | 68.30% | 69.40% | |
Solid Waste Disposal and Transfer [Member] | |||||
Revenue from External Customer [Line Items] | |||||
Revenues | $ 259,484 | $ 233,539 | $ 730,306 | $ 497,620 | |
Percentage of reported revenue | 21.50% | 21.50% | 21.00% | 21.40% | |
Solid Waste Recycling [Member] | |||||
Revenue from External Customer [Line Items] | |||||
Revenues | $ 41,569 | $ 29,615 | $ 124,216 | $ 56,322 | |
Percentage of reported revenue | 3.50% | 2.70% | 3.60% | 2.40% | |
E&P Waste Treatment, Recovery and Disposal [Member] | |||||
Revenue from External Customer [Line Items] | |||||
Revenues | $ 54,715 | $ 30,065 | $ 138,741 | $ 88,031 | |
Percentage of reported revenue | 4.50% | 2.80% | 4.00% | 3.80% | |
Intermodal and Other [Member] | |||||
Revenue from External Customer [Line Items] | |||||
Revenues | $ 37,850 | $ 33,894 | $ 106,304 | $ 71,012 | |
Percentage of reported revenue | 3.10% | 3.10% | 3.10% | 3.00% | |
Intercompany Revenue [Member] | |||||
Revenue from External Customer [Line Items] | |||||
Revenues | [1] | $ (165,512) | $ (153,323) | $ (483,998) | $ (327,050) |
Intercompany Revenue [Member] | Solid Waste Collection [Member] | |||||
Revenue from External Customer [Line Items] | |||||
Revenues | (2,484) | (2,472) | (7,075) | (5,571) | |
Intercompany Revenue [Member] | Solid Waste Disposal and Transfer [Member] | |||||
Revenue from External Customer [Line Items] | |||||
Revenues | (157,280) | (144,459) | (459,659) | (307,308) | |
Intercompany Revenue [Member] | Solid Waste Recycling [Member] | |||||
Revenue from External Customer [Line Items] | |||||
Revenues | (2,295) | (2,523) | (7,229) | (4,554) | |
Intercompany Revenue [Member] | E&P Waste Treatment, Recovery and Disposal [Member] | |||||
Revenue from External Customer [Line Items] | |||||
Revenues | (3,082) | (3,608) | (8,921) | (9,228) | |
Intercompany Revenue [Member] | Intermodal and Other [Member] | |||||
Revenue from External Customer [Line Items] | |||||
Revenues | (371) | (261) | (1,114) | (389) | |
Reportable Segments [Member] | |||||
Revenue from External Customer [Line Items] | |||||
Revenues | 1,371,990 | 1,238,245 | 3,957,311 | 2,654,291 | |
Reportable Segments [Member] | Solid Waste Collection [Member] | |||||
Revenue from External Customer [Line Items] | |||||
Revenues | 815,344 | 760,281 | 2,380,821 | 1,619,827 | |
Reportable Segments [Member] | Solid Waste Disposal and Transfer [Member] | |||||
Revenue from External Customer [Line Items] | |||||
Revenues | 416,764 | 377,998 | 1,189,965 | 804,928 | |
Reportable Segments [Member] | Solid Waste Recycling [Member] | |||||
Revenue from External Customer [Line Items] | |||||
Revenues | 43,864 | 32,138 | 131,445 | 60,876 | |
Reportable Segments [Member] | E&P Waste Treatment, Recovery and Disposal [Member] | |||||
Revenue from External Customer [Line Items] | |||||
Revenues | 57,797 | 33,673 | 147,662 | 97,259 | |
Reportable Segments [Member] | Intermodal and Other [Member] | |||||
Revenue from External Customer [Line Items] | |||||
Revenues | $ 38,221 | $ 34,155 | $ 107,418 | $ 71,401 | |
[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 | 9 Months Ended | |
Sep. 30, 2017USD ($)agreement | Sep. 30, 2016USD ($) | |
Derivative Financial Instruments [Abstract] | ||
Number of interest rate swap agreements | 14 | |
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 | 9 Months Ended | |
Sep. 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 | |
Interest Rate Swap Twelve [Member] | ||
Derivative [Line Items] | ||
Date entered | 2017-08 | |
Notional amount | $ 100,000 | |
Fixed interest rate paid | 1.90% | [1] |
Variable interest rate received | 1-month LIBOR | |
Effective date | 2019-07 | |
Expiration date | 2022-07 | |
Interest Rate Swap Thirteen [Member] | ||
Derivative [Line Items] | ||
Date entered | 2017-08 | |
Notional amount | $ 200,000 | |
Fixed interest rate paid | 2.20% | [1] |
Variable interest rate received | 1-month LIBOR | |
Effective date | 2020-10 | |
Expiration date | 2025-10 | |
Interest Rate Swap Fourteen [Member] | ||
Derivative [Line Items] | ||
Date entered | 2017-08 | |
Notional amount | $ 150,000 | |
Fixed interest rate paid | 1.95% | [1] |
Variable interest rate received | 1-month LIBOR | |
Effective date | 2020-02 | |
Expiration date | 2023-02 | |
[1] | Plus applicable margin. |
Derivative Financial Instrume60
Derivative Financial Instruments (Company's Derivative Instruments of Fuel Hedge Agreements) (Details) - Fuel [Member] | 9 Months Ended | |
Sep. 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 | Sep. 30, 2017 | Dec. 31, 2016 | |
Derivatives, Fair Value [Line Items] | |||
Derivatives designated as cash flow hedges, asset derivatives | $ 16,027 | $ 16,943 | |
Derivatives designated as cash flow hedges, liability derivatives | (4,202) | (8,868) | |
Interest Rate Swap [Member] | Accrued Liabilities [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Derivatives designated as cash flow hedges, liability derivatives | (1,857) | [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 | (1,616) | (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 | 2,748 | [1] | 127 |
Interest Rate Swap [Member] | Other Assets [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Derivatives designated as cash flow hedges, asset derivatives | 11,721 | 13,822 | |
Fuel [Member] | Commodity Contract [Member] | Accrued Liabilities [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Derivatives designated as cash flow hedges, liability derivatives | (729) | [2] | (3,258) |
Fuel [Member] | Commodity Contract [Member] | Prepaid Expenses and Other Current Assets [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Derivatives designated as cash flow hedges, asset derivatives | 1,317 | [2] | 1,343 |
Fuel [Member] | Commodity Contract [Member] | Other Assets [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Derivatives designated as cash flow hedges, asset derivatives | $ 241 | $ 1,651 | |
[1] | Represents the estimated amount of the existing unrealized gains and losses, respectively, on interest rate swaps as of September 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 September 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 | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | ||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Amount of gain or (loss) recognized as AOCL on derivatives, net of tax (effective portion) | [1] | $ 1,319 | $ 3,228 | $ (806) | $ (3,055) |
Amount of (gain) or loss reclassified from AOCL into earnings, net of tax (effective portion) | [2],[3] | 863 | 2,064 | 3,433 | 6,193 |
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] | 376 | 1,234 | 1,729 | 3,338 |
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] | 487 | 830 | 1,704 | 2,855 |
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] | (361) | 2,598 | 224 | (3,896) |
Fuel [Member] | Commodity Contract [Member] | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Amount of gain or (loss) recognized as AOCL on derivatives, net of tax (effective portion) | [1] | $ 1,680 | $ 630 | $ (1,030) | $ 841 |
[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 | 9 Months Ended | ||
Sep. 30, 2017 | Dec. 31, 2016 | ||
Debt Instrument [Line Items] | |||
Carrying value of senior notes | $ 3,953,167 | $ 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] | $ 50,488 | $ 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] | $ 185,104 | $ 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] | $ 106,588 | $ 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] | $ 148,477 | $ 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] | $ 126,260 | $ 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] | $ 197,272 | $ 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] | $ 151,070 | |
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] | $ 379,859 | $ 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] | $ 392,815 | $ 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] | $ 252,396 | |
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 | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Numerator: | ||||
Net income attributable to Waste Connections for basic and diluted earnings per share | $ 123,227 | $ 88,617 | $ 261,732 | $ 160,948 |
Denominator: | ||||
Basic shares outstanding | 263,443,064 | 263,005,450 | 263,298,839 | 219,321,828 |
Dilutive effect of equity-based awards | 856,408 | 644,688 | 810,544 | 742,842 |
Diluted shares outstanding | 264,299,472 | 263,650,138 | 264,109,383 | 220,064,670 |
Fair Value Measurements (Narrat
Fair Value Measurements (Narrative) (Detail) - $ / gal | Sep. 30, 2017 | Dec. 31, 2016 |
Fair Value [Abstract] | ||
Minimum range of DOE index curve used in DCF model | 2.71 | 2.61 |
Maximum range of DOE index curve used in DCF model | 2.80 | 2.78 |
Weighted average DOE index curve used in DCF model | 2.74 | 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 | Sep. 30, 2017 | Dec. 31, 2016 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Restricted assets | $ 57,760 | $ 57,166 |
Contingent consideration | (44,955) | (51,826) |
Interest Rate Swap [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative instrument - net | 10,996 | 8,339 |
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Restricted assets | 57,760 | 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 | 10,996 | 8,339 |
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration | (44,955) | (51,826) |
Fuel [Member] | Commodity Contract [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative instrument - net | 829 | (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 | $ 829 | $ (264) |
Fair Value Measurements (Change
Fair Value Measurements (Change in Fair Value for Level 3 Derivatives) (Detail) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Fair Value [Abstract] | ||
Beginning balance | $ (264) | $ (9,900) |
Realized losses included in earnings | 2,765 | 4,616 |
Unrealized gains (losses) included in AOCIL | (1,672) | 1,343 |
Ending balance | $ 829 | $ (3,941) |
Fair Value Measurements (Fair V
Fair Value Measurements (Fair Value for Level 3 Liabilities) (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginning balance | $ 51,826 | $ 49,394 |
Contingent consideration recorded at acquisition date | 35 | 16,247 |
Payment of contingent consideration recorded at acquisition date | (5,840) | (12,105) |
Payment of contingent consideration recorded in earnings | (413) | |
Adjustments to contingent consideration | 17,754 | (2,563) |
Reclass earned contingent consideration to accrued liabilities | (20,464) | |
Interest accretion expense | 1,381 | 1,129 |
Ending balance | 44,955 | $ 51,689 |
Foreign Currency Translation Adjustment [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Foreign currency translation adjustment | $ 263 |
Other Comprehensive Income (L69
Other Comprehensive Income (Loss) (Components of Other Comprehensive Income (Loss)) (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Components of Other Comprehensive Income (Loss) [Line Items] | ||||
Foreign currency translation adjustment, gross | $ 84,500 | $ (16,642) | $ 155,153 | $ (3,991) |
Other comprehensive income (loss), gross total | 90,698 | (9,068) | 158,903 | 69 |
Foreign currency translation adjustment, tax | ||||
Income tax benefit related to items of other comprehensive loss | (4,016) | (2,282) | (1,123) | (922) |
Amounts reclassified, net of tax | 3,433 | 6,193 | ||
Changes in fair value, net of tax | (806) | (3,055) | ||
Foreign currency translation adjustment, net | 84,500 | (16,642) | 155,153 | (3,991) |
Other comprehensive income (loss), total, net of tax | 86,682 | (11,350) | 157,780 | (853) |
Interest Rate Swap [Member] | ||||
Components of Other Comprehensive Income (Loss) [Line Items] | ||||
Amounts reclassified, gross | 511 | 1,678 | 2,352 | 5,081 |
Changes in fair value, gross | 2,181 | 3,535 | 305 | (6,980) |
Amounts reclassified, tax effect | (135) | (444) | (623) | (1,743) |
Changes in fair value, tax effect | (2,542) | (937) | (81) | 3,084 |
Amounts reclassified, net of tax | 376 | 1,234 | 1,729 | 3,338 |
Changes in fair value, net of tax | (361) | 2,598 | 224 | (3,896) |
Fuel [Member] | Commodity Contract [Member] | ||||
Components of Other Comprehensive Income (Loss) [Line Items] | ||||
Amounts reclassified, gross | 789 | 1,342 | 2,765 | 4,616 |
Changes in fair value, gross | 2,717 | 1,019 | (1,672) | 1,343 |
Amounts reclassified, tax effect | (302) | (512) | (1,061) | (1,761) |
Changes in fair value, tax effect | (1,037) | (389) | 642 | (502) |
Amounts reclassified, net of tax | 487 | 830 | 1,704 | 2,855 |
Changes in fair value, net of tax | $ 1,680 | $ 630 | $ (1,030) | $ 841 |
Other Comprehensive Income (L70
Other Comprehensive Income (Loss) (Amounts Included in Accumulated Other Comprehensive Loss) (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Components of Other Comprehensive Income (Loss) [Line Items] | ||||
Beginning balance | $ (43,001) | $ (12,171) | ||
Amounts reclassified into earnings | 3,433 | 6,193 | ||
Changes in fair value | (806) | (3,055) | ||
Foreign currency translation adjustment | $ 84,500 | $ (16,642) | 155,153 | (3,991) |
Ending balance | 114,779 | (13,024) | 114,779 | (13,024) |
Interest Rate Swap [Member] | ||||
Components of Other Comprehensive Income (Loss) [Line Items] | ||||
Beginning balance | 8,094 | (6,037) | ||
Amounts reclassified into earnings | 376 | 1,234 | 1,729 | 3,338 |
Changes in fair value | (361) | 2,598 | 224 | (3,896) |
Ending balance | 10,047 | (6,595) | 10,047 | (6,595) |
Foreign Currency Translation Adjustment [Member] | ||||
Components of Other Comprehensive Income (Loss) [Line Items] | ||||
Beginning balance | (50,931) | |||
Foreign currency translation adjustment | 155,153 | (3,991) | ||
Ending balance | 104,222 | (3,991) | 104,222 | (3,991) |
Fuel [Member] | Commodity Contract [Member] | ||||
Components of Other Comprehensive Income (Loss) [Line Items] | ||||
Beginning balance | (164) | (6,134) | ||
Amounts reclassified into earnings | 487 | 830 | 1,704 | 2,855 |
Changes in fair value | 1,680 | 630 | (1,030) | 841 |
Ending balance | $ 510 | $ (2,438) | $ 510 | $ (2,438) |
Shareholders' Equity (Narrative
Shareholders' Equity (Narrative) (Detail) $ / shares in Units, $ in Thousands | Jul. 26, 2017$ / shares | Jul. 24, 2017shares | Oct. 31, 2016$ / shares | Sep. 30, 2016$ / sharesshares | Sep. 30, 2017USD ($)$ / sharesshares | Sep. 30, 2016$ / sharesshares | Jul. 31, 2017shares | Sep. 30, 2017USD ($)$ / sharesshares | Sep. 30, 2016USD ($)$ / sharesshares | Sep. 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 | 263,640,287 | 263,640,287 | 263,640,287 | 263,140,777 | |||||||
Other long-term liabilities | $ | $ 1,080 | $ 1,080 | $ 1,080 | ||||||||
Maximum number of shares authorized for repurchase | 13,181,806 | ||||||||||
Share repurchase plan expiration date | Aug. 7, 2018 | ||||||||||
Daily repurchase of shares, maximum | 80,287 | ||||||||||
Average daily trading volume during period | 321,151 | ||||||||||
Repurchase of common stock (shares) | 0 | 0 | |||||||||
Cash dividend per share | $ / shares | $ 0.12 | $ 0.097 | $ 0.120 | $ 0.097 | $ 0.360 | $ 0.290 | |||||
Cash dividend per common share, increase | $ / shares | $ 0.023 | ||||||||||
Cash dividends on common stock | $ | $ 95,201 | $ 61,001 | |||||||||
Dividends per share amount | $ / shares | $ 0.12 | ||||||||||
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 | $ 57.02 | ||||||||||
Shares outstanding | 1,040,176 | 1,040,176 | 1,040,176 | 1,252,291 | |||||||
Units granted in period | 413,179 | ||||||||||
Units forfeited in period | 45,409 | ||||||||||
Vested deferred RSUs outstanding | 366,337 | 352,214 | 366,337 | 352,214 | 366,337 | 352,214 | |||||
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) | 9 Months Ended |
Sep. 30, 2017shares | |
Restricted Stock Units (RSUs) [Member] | |
Unvested shares | |
Outstanding, shares at December 31, 2016 | 1,252,291 |
Granted | 413,179 |
Forfeited | (45,409) |
Vested and issued | (542,403) |
Vested and deferred | (37,482) |
Outstanding at September 30, 2017 | 352,214 |
Outstanding, shares at September 30, 2017 | 1,040,176 |
Performance Shares [Member] | |
Unvested shares | |
Outstanding, shares at December 31, 2016 | 427,144 |
Granted | 210,103 |
Vested and issued | (122,786) |
Outstanding, shares at September 30, 2017 | 514,461 |
Progressive Waste Solutions Ltd. [Member] | Restricted Stock Units (RSUs) [Member] | |
Unvested shares | |
Outstanding at December 31, 2016 | 269,206 |
Cash settled | (79,744) |
Outstanding at September 30, 2017 | 189,462 |
Progressive Waste Solutions Ltd. [Member] | Performance Shares [Member] | |
Unvested shares | |
Outstanding at December 31, 2016 | 92,957 |
Cash settled | (37,437) |
Outstanding at September 30, 2017 | 55,520 |
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 September 30, 2017 | 13,138 |
Shareholders' Equity (Summary73
Shareholders' Equity (Summary of Vesting Activity Related to Restricted Share Units) (Details) - Progressive Waste Solutions Ltd. [Member] | 9 Months Ended |
Sep. 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 | 19,338 |
Cash settled | (79,744) |
Vested at September 30, 2017 | 162,111 |
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 | 8,322 |
Cash settled | (37,437) |
Vested at September 30, 2017 | 6,612 |
Shareholders' Equity (Summary74
Shareholders' Equity (Summary of Stock Option Activity and Related Information) (Detail) - Progressive Waste Solutions Ltd. [Member] | 9 Months Ended |
Sep. 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 September 30, 2017 | 306,757 |
Shareholders' Equity (Summary75
Shareholders' Equity (Summary of Vesting Activity Related to Share Based Options) (Details) - Progressive Waste Solutions Ltd. [Member] | 9 Months Ended |
Sep. 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 September 30, 2017 | 306,757 |
Commitments and Contingencies (
Commitments and Contingencies (Narrative) (Detail) $ in Thousands, T in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | 156 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2017 | Dec. 31, 2016T | Sep. 30, 2017 | Oct. 20, 2017USD ($) | Dec. 02, 2014USD ($) | |
Contingencies And Commitments [Line Items] | ||||||
Estimated clean up costs | $ 342,000 | |||||
Duration of extension of conditional use permit extension | 30 years | |||||
Chiquita Canyon, LLC [Member] | ||||||
Contingencies And Commitments [Line Items] | ||||||
Annual tons of waste accepted at landfill | T | 3 | |||||
Duration of permitting and environmental impact review for conditional use permit to authorize continued operation and expansion of landfill | 12 years 6 months | |||||
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 | |||||
Subsequent Event [Member] | Scenario, Forecast [Member] | ||||||
Contingencies And Commitments [Line Items] | ||||||
Estimate of total new fees and other new taxes over the life of the conditional use permit | $ 250,000 |
Subsequent Events (Details)
Subsequent Events (Details) - $ / shares | Oct. 25, 2017 | Jul. 26, 2017 | Jul. 24, 2017 |
Subsequent Event [Line Items] | |||
Share repurchase plan expiration date | Aug. 7, 2018 | ||
Dividends per share amount | $ 0.12 | ||
Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Dividends, declared date | Oct. 25, 2017 | ||
Dividends per share amount | $ 0.14 | ||
Increase in regular quarterly cash dividend per share | $ 0.02 | ||
Dividends, date to be paid | Nov. 22, 2017 | ||
Dividends, date of record | Nov. 8, 2017 |