Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2023 | Apr. 14, 2023 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Transition Report | false | |
Securities Act File Number | 1-34370 | |
Entity Registrant Name | WASTE CONNECTIONS, INC. | |
Entity Incorporation, State or Country Code | A6 | |
Entity Tax Identification Number | 98-1202763 | |
Entity Address, Address Line One | 6220 Hwy 7 | |
Entity Address, Address Line Two | Suite 600 | |
Entity Address, City or Town | Woodbridge | |
Entity Address, State or Province | ON | |
Entity Address, Country | CA | |
Entity Address, Postal Zip Code | L4H 4G3 | |
City Area Code | 905 | |
Local Phone Number | 532-7510 | |
Title of 12(b) Security | Common Shares, no par value | |
Trading Symbol | WCN | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 257,556,542 | |
Entity Central Index Key | 0001318220 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and equivalents | $ 133,860 | $ 78,637 |
Accounts receivable, net of allowance for credit losses of $22,239 and $22,939 at March 31, 2023 and December 31, 2022, respectively | 814,680 | 833,862 |
Prepaid expenses and other current assets | 185,718 | 205,146 |
Total current assets | 1,134,258 | 1,117,645 |
Restricted cash | 106,625 | 102,727 |
Restricted investments | 74,358 | 68,099 |
Property and equipment, net | 6,956,620 | 6,950,915 |
Operating lease right-of-use assets | 195,030 | 192,506 |
Goodwill | 6,940,567 | 6,902,297 |
Intangible assets, net | 1,697,193 | 1,673,917 |
Other assets, net | 122,443 | 126,497 |
Total assets | 17,227,094 | 17,134,603 |
Current liabilities: | ||
Accounts payable | 526,229 | 638,728 |
Book overdraft | 21,067 | 15,645 |
Deferred revenue | 336,613 | 325,002 |
Accrued liabilities | 390,195 | 431,247 |
Current portion of operating lease liabilities | 34,078 | 35,170 |
Current portion of contingent consideration | 64,489 | 60,092 |
Current portion of long-term debt and notes payable | 10,513 | 6,759 |
Total current liabilities | 1,383,184 | 1,512,643 |
Long-term debt and notes payable | 6,921,839 | 6,890,149 |
Long-term portion of operating lease liabilities | 169,051 | 165,462 |
Long-term portion of contingent consideration | 21,333 | 21,323 |
Deferred income taxes | 1,041,152 | 1,013,742 |
Other long-term liabilities | 451,571 | 417,640 |
Total liabilities | 9,988,130 | 10,020,959 |
Commitments and contingencies (Note 18) | ||
Equity: | ||
Common shares: 257,547,090 shares issued and 257,487,434 shares outstanding at March 31, 2023; 257,211,175 shares issued and 257,145,716 shares outstanding at December 31, 2022 | 3,274,564 | 3,271,958 |
Additional paid-in capital | 238,484 | 244,076 |
Accumulated other comprehensive income (loss) | (60,572) | (56,830) |
Treasury shares: 59,656 and 65,459 shares at March 31, 2023 and December 31, 2022, respectively | ||
Retained earnings | 3,781,519 | 3,649,494 |
Total Waste Connections' equity | 7,233,995 | 7,108,698 |
Noncontrolling interest in subsidiaries | 4,969 | 4,946 |
Total equity | 7,238,964 | 7,113,644 |
Total liabilities and equity | $ 17,227,094 | $ 17,134,603 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Statement Of Financial Position [Abstract] | ||
Allowance for credit losses | $ 22,239 | $ 22,939 |
Common shares, shares issued | 257,547,090 | 257,211,175 |
Common shares, shares outstanding | 257,487,434 | 257,145,716 |
Treasury shares | 59,656 | 65,459 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Net Income - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Statement [Abstract] | ||
Revenues | $ 1,900,503 | $ 1,646,255 |
Operating expenses: | ||
Cost of operations | 1,146,941 | 989,518 |
Selling, general and administrative | 193,667 | 163,414 |
Depreciation | 204,059 | 179,950 |
Amortization of intangibles | 39,282 | 37,635 |
Impairments and other operating items | 1,865 | 1,878 |
Operating income | 314,689 | 273,860 |
Interest expense | (68,353) | (41,324) |
Interest income | 2,715 | 137 |
Other income (expense), net | 3,174 | (3,466) |
Income before income tax provision | 252,225 | 229,207 |
Income tax provision | (54,389) | (48,839) |
Net income | 197,836 | 180,368 |
Plus (less): Net loss (income) attributable to noncontrolling interests | (23) | (44) |
Net income attributable to Waste Connections | $ 197,813 | $ 180,324 |
Earnings per common share attributable to Waste Connections' common shareholders: | ||
Basic | $ 0.77 | $ 0.70 |
Diluted | $ 0.77 | $ 0.69 |
Shares used in the per share calculations: | ||
Basic | 257,372,942 | 258,946,933 |
Diluted | 257,988,971 | 259,560,983 |
Cash dividends per common share | $ 0.255 | $ 0.230 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Net income | $ 197,836 | $ 180,368 |
Other comprehensive income (loss), before tax: | ||
Foreign currency translation adjustment | 1,682 | 34,429 |
Other comprehensive income (loss), before tax | (5,697) | 83,878 |
Income tax (expense) benefit related to items of other comprehensive income (loss) | 1,955 | (13,104) |
Other comprehensive income (loss), net of tax | (3,742) | 70,774 |
Comprehensive income | 194,094 | 251,142 |
Plus (less): Comprehensive loss (income) attributable to noncontrolling interests | (23) | (44) |
Comprehensive income attributable to Waste Connections | 194,071 | 251,098 |
Interest Rate Swap [Member] | ||
Other comprehensive income (loss), before tax: | ||
Interest rate swap amounts reclassified into interest expense | (4,080) | 4,750 |
Changes in fair value of interest rate swaps | $ (3,299) | $ 44,699 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Equity - USD ($) $ in Thousands | Common Stock Deferred Compensation Plan | Common Stock Performance Shares | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income (Loss) | Treasury Stock | Retained Earnings | Noncontrolling Interests | Total |
Cumulative effect adjustment from adoption of new accounting pronouncement | $ 3,693,027 | $ 199,482 | $ 39,584 | $ 3,056,845 | $ 4,607 | $ 6,993,545 | |||
Beginning Balances at Dec. 31, 2021 | $ 3,693,027 | 199,482 | 39,584 | 3,056,845 | 4,607 | 6,993,545 | |||
Beginning Balances, shares at Dec. 31, 2021 | 260,212,496 | ||||||||
Beginning Balance, treasury shares at Dec. 31, 2021 | 70,662 | ||||||||
Sale of common shares held in trust | $ 305 | 305 | |||||||
Sale of common shares held in trust, shares | 2,203 | (2,203) | |||||||
Vesting of restricted share units (shares) | 19,149 | 57,677 | 312,706 | ||||||
Tax withholdings related to net share settlements of equity-based compensation | (17,236) | (17,236) | |||||||
Tax withholdings related to net share settlements of equity-based compensation, shares | (143,243) | ||||||||
Equity-based compensation | 14,139 | $ 14,139 | |||||||
Exercise of warrants | 11,560 | ||||||||
Repurchase of common shares (shares) | (3,388,155) | (3,388,155) | |||||||
Repurchase of common shares | $ (424,999) | $ (424,999) | |||||||
Issuance of shares under employee share purchase plan | $ 1,554 | $ 1,554 | |||||||
Issuance of shares under employee share purchase plan, shares | 12,015 | 12,015 | |||||||
Cash dividends on common shares | (59,391) | $ (59,391) | |||||||
Amounts reclassified into earnings, net of taxes | 3,491 | 3,491 | |||||||
Changes in fair value of cash flow hedges, net of taxes | 32,854 | 32,854 | |||||||
Foreign currency translation adjustment | 34,429 | 34,429 | |||||||
Net income | 180,324 | 44 | 180,368 | ||||||
Ending Balances at Mar. 31, 2022 | $ 3,269,887 | 196,385 | 110,358 | 3,177,778 | 4,651 | 6,759,059 | |||
Ending Balances, shares at Mar. 31, 2022 | 257,096,408 | ||||||||
Ending Balance, treasury shares at Mar. 31, 2022 | 68,459,000 | ||||||||
Cumulative effect adjustment from adoption of new accounting pronouncement | $ 3,269,887 | 196,385 | 110,358 | 3,177,778 | 4,651 | 6,759,059 | |||
Cumulative effect adjustment from adoption of new accounting pronouncement | 3,271,958 | 244,076 | (56,830) | 3,649,494 | 4,946 | 7,113,644 | |||
Beginning Balances at Dec. 31, 2022 | $ 3,271,958 | 244,076 | (56,830) | 3,649,494 | 4,946 | $ 7,113,644 | |||
Beginning Balances, shares at Dec. 31, 2022 | 257,145,716 | 257,145,716 | |||||||
Beginning Balance, treasury shares at Dec. 31, 2022 | 65,459 | 65,459 | |||||||
Sale of common shares held in trust | $ 765 | $ 765 | |||||||
Sale of common shares held in trust, shares | 5,803 | (5,803) | |||||||
Vesting of restricted share units (shares) | 19,151 | 140,498 | 325,490 | ||||||
Tax withholdings related to net share settlements of equity-based compensation | (22,966) | (22,966) | |||||||
Tax withholdings related to net share settlements of equity-based compensation, shares | (176,837) | ||||||||
Equity-based compensation | 17,374 | $ 17,374 | |||||||
Exercise of warrants | 13,019 | ||||||||
Repurchase of common shares (shares) | 0 | ||||||||
Issuance of shares under employee share purchase plan | $ 1,841 | $ 1,841 | |||||||
Issuance of shares under employee share purchase plan, shares | 14,594 | 14,594 | |||||||
Cash dividends on common shares | (65,788) | $ (65,788) | |||||||
Amounts reclassified into earnings, net of taxes | (2,999) | (2,999) | |||||||
Changes in fair value of cash flow hedges, net of taxes | (2,425) | (2,425) | |||||||
Foreign currency translation adjustment | 1,682 | 1,682 | |||||||
Net income | 197,813 | 23 | 197,836 | ||||||
Ending Balances at Mar. 31, 2023 | $ 3,274,564 | 238,484 | (60,572) | 3,781,519 | 4,969 | $ 7,238,964 | |||
Ending Balances, shares at Mar. 31, 2023 | 257,487,434 | 257,487,434 | |||||||
Ending Balance, treasury shares at Mar. 31, 2023 | 59,656 | 59,656 | |||||||
Cumulative effect adjustment from adoption of new accounting pronouncement | $ 3,274,564 | $ 238,484 | $ (60,572) | $ 3,781,519 | $ 4,969 | $ 7,238,964 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash flows from operating activities: | ||
Net income | $ 197,836 | $ 180,368 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Loss on disposal of assets and impairments | 1,910 | 2,090 |
Depreciation | 204,059 | 179,950 |
Amortization of intangibles | 39,282 | 37,635 |
Deferred income taxes, net of acquisitions | 28,229 | 38,378 |
Current period provision for expected credit losses | 2,247 | 3,022 |
Amortization of debt issuance costs | 1,621 | 1,195 |
Share-based compensation | 18,469 | 14,635 |
Interest accretion | 4,884 | 4,448 |
Adjustments to contingent consideration | (637) | (52) |
Other | (2,937) | 382 |
Changes in operating assets and liabilities, net of effects from acquisitions: | ||
Net change in operating assets and liabilities, net of acquisitions | (52,605) | (21,154) |
Net cash provided by operating activities | 442,358 | 440,897 |
Cash flows from investing activities: | ||
Payments for acquisitions, net of cash acquired | (144,611) | (355,212) |
Capital expenditures for property and equipment | (175,786) | (152,318) |
Proceeds from disposal of assets | 1,260 | 15,012 |
Other | 1,378 | 2,637 |
Net cash used in investing activities | (317,759) | (489,881) |
Cash flows from financing activities: | ||
Proceeds from long-term debt | 336,649 | 1,305,288 |
Principal payments on notes payable and long-term debt | (320,027) | (505,597) |
Payment of contingent consideration recorded at acquisition date | (1,319) | (3,571) |
Change in book overdraft | 5,421 | 87 |
Payments for repurchase of common shares | (424,999) | |
Payments for cash dividends | (65,788) | (59,391) |
Tax withholdings related to net share settlements of equity-based compensation | (22,966) | (17,236) |
Debt issuance costs | (4,382) | |
Proceeds from issuance of shares under employee share purchase plan | 1,841 | 1,554 |
Proceeds from sale of common shares held in trust | 765 | 305 |
Net cash provided by (used in) financing activities | (65,424) | 292,058 |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (54) | 595 |
Net increase in cash, cash equivalents and restricted cash | 59,121 | 243,669 |
Cash, cash equivalents and restricted cash at beginning of period | 181,364 | 219,615 |
Cash, cash equivalents and restricted cash at end of period | 240,485 | 463,284 |
In connection with its acquisitions, the Company assumed liabilities as follows: | ||
Payments for acquisitions, net of cash acquired | (144,611) | (355,212) |
Liabilities assumed and notes payable issued to sellers of businesses acquired | $ 34,224 | $ 40,122 |
Basis of Presentation and Summa
Basis of Presentation and Summary | 3 Months Ended |
Mar. 31, 2023 | |
Basis of Presentation and Summary [Abstract] | |
Basis of Presentation and Summary | 1. The accompanying condensed consolidated financial statements relate to Waste Connections, Inc. and its subsidiaries (the “Company”) for the three month periods ended March 31, 2023 and 2022. 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, 2022. |
Reporting Currency
Reporting Currency | 3 Months Ended |
Mar. 31, 2023 | |
Reporting Currency [Abstract] | |
Reporting Currency | 2. 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 | 3 Months Ended |
Mar. 31, 2023 | |
New Accounting Standards | |
New Accounting Standards and Reclassifications | 3. Accounting Standards Pending Adoption Clawback of Executive Compensation Rules |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2023 | |
Revenue [Abstract] | |
Revenue | 4. The Company’s operations primarily consist of providing non-hazardous waste collection, transfer, disposal and recycling services, non-hazardous oil and natural gas exploration and production (“E&P”) waste treatment, recovery and disposal services and intermodal services. The following table disaggregates the Company’s revenues by service line for the periods indicated: Three Months Ended March 31, 2023 2022 Commercial $ 602,279 $ 499,676 Residential 514,053 440,288 Industrial and construction roll off 318,315 259,488 Total collection 1,434,647 1,199,452 Landfill 343,433 299,765 Transfer 273,521 217,957 Recycling 31,301 63,094 E&P 51,759 43,555 Intermodal and other 38,212 45,693 Intercompany (272,370) (223,261) Total $ 1,900,503 $ 1,646,255 The factors that impact the timing and amount of revenue recognized for each service line may vary based on the nature of the service performed. Generally, the Company recognizes revenue at the time it performs a service. In the event that the Company bills for services in advance of performance, it recognizes deferred revenue for the amount billed and subsequently recognizes revenue at the time the service is provided. Substantially all of the deferred revenue recorded as of December 31, 2022 was recognized as revenue during the three months ended March 31, 2023 when the service was performed. See Note 10 for additional information regarding revenue by reportable segment. Contract Acquisition Costs The incremental direct costs of obtaining a contract, which consist of sales incentives, are recognized as Other assets in the Company’s Condensed Consolidated Balance Sheets, and are amortized to Selling, general and administrative expense over the estimated life of the relevant customer relationship, which ranges from one |
Accounts Receivable
Accounts Receivable | 3 Months Ended |
Mar. 31, 2023 | |
Accounts Receivable [Abstract] | |
Accounts Receivable | 5. ACCOUNTS RECEIVABLE Accounts receivable are recorded when billed or accrued and represent claims against third parties that will be settled in cash. The carrying value of the Company’s receivables, net of the allowance for credit losses, represents their estimated net realizable value. The allowance for credit losses is based on management’s assessment of the collectability of assets pooled together with similar risk characteristics. The Company monitors the collectability of its trade receivables as one overall pool due to all trade receivables having similar risk characteristics. The Company estimates its allowance for credit losses based on historical collection trends, the age of outstanding receivables, geographical location of the customer, existing economic conditions and reasonable forecasts. If events or changes in circumstances indicate that specific receivable balances may be impaired, further consideration is given to the collectability of those balances and the allowance is adjusted accordingly. Past-due receivable balances are written off when the Company’s internal collection efforts have been unsuccessful in collecting the amount due. The following is a rollforward of the Company’s allowance for credit losses for the periods indicated: Three Months Ended March 31, 2023 2022 Beginning balance $ 22,939 $ 18,480 Current period provision for expected credit losses 2,247 3,022 Write-offs charged against the allowance (5,017) (3,435) Recoveries collected 2,068 1,272 Impact of changes in foreign currency 2 22 Ending balance $ 22,239 $ 19,361 |
Landfill Accounting
Landfill Accounting | 3 Months Ended |
Mar. 31, 2023 | |
Landfill Accounting [Abstract] | |
Landfill Accounting | 6 . At March 31, 2023, the Company’s landfills consisted of 89 owned landfills, five landfills operated under life-of-site operating agreements and seven landfills operated under limited-term operating agreements. The Company’s landfills had site costs with a net book value of $3,284,137 at March 31, 2023. 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 March 31, 2023, 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 31 years. As of March 31, 2023, the Company is seeking to expand permitted capacity at ten of its owned landfills and two landfills that it operates under life-of-site operating agreements, and considers the achievement of these expansions to be probable. Although the Company cannot be certain that all future expansions will be permitted as designed, the average remaining life, when considering remaining permitted capacity, probable expansion capacity and projected annual disposal volume, of the Company’s owned landfills and landfills operated under life-of-site operating agreements is approximately 34 years. The estimated remaining lives of the Company’s owned landfills and landfills operated under life-of-site operating agreements range from 2 to 308 years, with approximately 90% of the projected annual disposal volume from landfills with remaining lives of less than 70 years. During the three months ended March 31, 2023 and 2022, the Company expensed $59,055 and $53,826, respectively, or an average of $5.06 and $4.90 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 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 “layers” for final capping, closure and post-closure liabilities is based on its long-term credit adjusted risk-free rate. The Company’s discount rate assumption for purposes of computing 2023 and 2022 “layers” for final capping, closure and post-closure obligations is 5.50% for 2023 and ranged from 3.25% to 5.50% for 2022. The Company’s long-term inflation rate assumption is 2.75% for the year ending December 31, 2023 and ranged from 2.25% to 2.75% for the year ending December 31, 2022. The resulting final capping, closure and post-closure obligations are recorded on the Condensed Consolidated Balance Sheets along with an offsetting addition to site costs which is amortized to depletion expense as the remaining landfill airspace is consumed. Interest is accreted on the recorded liability using the corresponding discount rate. During the three months ended March 31, 2023 and 2022, the Company expensed $4,474 and $4,050, respectively, or an average of $0.38 and $0.37 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, 2022 to March 31, 2023: Final capping, closure and post-closure liability at December 31, 2022 $ 344,606 Liability adjustments 14,704 Accretion expense associated with landfill obligations 4,474 Closure payments (5,346) Assumption of closure liabilities from acquisitions 3,443 Foreign currency translation adjustment 24 Final capping, closure and post-closure liability at March 31, 2023 $ 361,905 Liability adjustments of $14,704 for the three months ended March 31, 2023, represent non-cash changes to final capping, closure and post-closure liabilities and are recorded on the Condensed Consolidated Balance Sheets along with an offsetting addition to site costs, which is amortized to depletion expense as the remaining landfill airspace is consumed. The final capping, closure and post-closure liability is included in Other long-term liabilities in the Condensed Consolidated Balance Sheets. The Company performs its annual review of its cost and capacity estimates in the first quarter of each year. At March 31, 2023 and December 31, 2022, $8,130 and $6,890, respectively, of the Company’s restricted cash balance and $62,552 and $57,469, respectively, of the Company’s restricted investments balance was for purposes of securing its performance of future final capping, closure and post-closure obligations. |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2023 | |
Acquisitions [Abstract] | |
Acquisitions | 7. The Company acquired four individually immaterial non-hazardous solid waste collection, transfer, recycling and disposal businesses during the three months ended March 31, 2023. The total transaction-related expenses incurred during the three months ended March 31, 2023 for these acquisitions were $2,081. These expenses are included in Selling, general and administrative expenses in the Company’s Condensed Consolidated Statements of Net Income. The Company acquired four individually immaterial non-hazardous solid waste collection, transfer and recycling businesses during the three months ended March 31, 2022. The total transaction-related expenses incurred during the three months ended March 31, 2022 for these acquisitions were $4,540. 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 the acquired businesses have been included in the Company’s Condensed Consolidated Financial Statements from their respective acquisition dates. The Company expects these acquired businesses to contribute towards the achievement of the Company’s strategy to expand through acquisitions. Goodwill acquired is attributable to the synergies and ancillary growth opportunities expected to arise after the Company’s acquisition of these businesses. The following table summarizes the consideration transferred to acquire these businesses and the preliminary amounts of identifiable assets acquired and liabilities assumed at the acquisition dates for the acquisitions consummated in the three months ended March 31, 2023 and 2022: 2023 2022 Acquisitions Acquisitions Fair value of consideration transferred: Cash $ 144,611 $ 355,212 Debt assumed 17,097 — 161,708 355,212 Recognized amounts of identifiable assets acquired and liabilities assumed associated with businesses acquired: Accounts receivable 3,882 9,211 Prepaid expenses and other current assets 2,290 2,059 Restricted investments 5,462 — Operating lease right-of-use assets 587 1,715 Property and equipment 67,201 89,565 Long-term franchise agreements and contracts 58,630 4,994 Customer lists 1,527 38,944 Permits and other intangibles 2,403 34,245 Accounts payable and accrued liabilities (4,159) (20,382) Current portion of operating lease liabilities (53) (830) Deferred revenue (761) (3,077) Contingent consideration (6,000) (5,000) Long-term portion of operating lease liabilities (534) (885) Other long-term liabilities (4,543) (631) Deferred income taxes (1,077) (9,317) Total identifiable net assets 124,855 140,611 Goodwill $ 36,853 $ 214,601 Goodwill acquired during the three months ended March 31, 2023 and 2022, totaling $36,853 and $80,455, respectively, is expected to be deductible for tax purposes. The fair value of acquired working capital related to 10 individually immaterial acquisitions completed during the twelve months ended March 31, 2023, 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 three months ended March 31, 2023, was $4,164, of which $282 was expected to be uncollectible. The gross amount of trade receivables due under contracts acquired during the three months ended March 31, 2022, was $11,412, of which $2,201 was expected to be uncollectible. The Company did not acquire any other class of receivable as a result of the acquisition of these businesses. |
Intangible Assets, Net
Intangible Assets, Net | 3 Months Ended |
Mar. 31, 2023 | |
Intangible Assets, Net [Abstract] | |
Intangible Assets, Net | 8. Intangible assets, exclusive of goodwill, consisted of the following at March 31, 2023: Gross Accumulated Net Carrying Accumulated Impairment Carrying Amount Amortization Loss Amount Finite-lived intangible assets: Long-term franchise agreements and contracts $ 975,058 $ (312,988) $ — $ 662,070 Customer lists 778,352 (545,232) — 233,120 Permits and other 782,166 (120,992) (40,784) 620,390 2,535,576 (979,212) (40,784) 1,515,580 Indefinite-lived intangible assets: Solid waste collection and transportation permits 181,613 — — 181,613 Intangible assets, exclusive of goodwill $ 2,717,189 $ (979,212) $ (40,784) $ 1,697,193 The weighted-average amortization period of long-term franchise agreements and contracts acquired during the three months ended March 31, 2023 was 25.0 years. The weighted-average amortization period of customer lists acquired during the three months ended March 31, 2023 was 11.5 years. The weighted-average amortization period of finite-lived permits and other acquired during the three months ended March 31, 2023 was 40.0 years. Intangible assets, exclusive of goodwill, consisted of the following at December 31, 2022: Gross Accumulated Net Carrying Accumulated Impairment Carrying Amount Amortization Loss Amount Finite-lived intangible assets: Long-term franchise agreements and contracts $ 916,582 $ (297,382) $ — $ 619,200 Customer lists 776,719 (527,425) — 249,294 Permits and other 779,689 (115,095) (40,784) 623,810 2,472,990 (939,902) (40,784) 1,492,304 Indefinite-lived intangible assets: Solid waste collection and transportation permits 181,613 — — 181,613 Intangible assets, exclusive of goodwill $ 2,654,603 $ (939,902) $ (40,784) $ 1,673,917 Estimated future amortization expense for the next five years relating to finite-lived intangible assets owned as of March 31, 2023 is as follows: For the year ending December 31, 2023 $ 156,320 For the year ending December 31, 2024 $ 141,755 For the year ending December 31, 2025 $ 124,919 For the year ending December 31, 2026 $ 109,325 For the year ending December 31, 2027 $ 95,730 |
Long-Term Debt
Long-Term Debt | 3 Months Ended |
Mar. 31, 2023 | |
Long-Term Debt [Abstract] | |
Long-Term Debt | 9. The following table presents the Company’s long-term debt at March 31, 2023 and December 31, 2022: March 31, December 31, 2023 2022 Revolver under Credit Agreement, bearing interest ranging from 5.77% to 5.92% (a) $ 650,587 $ 614,705 Term loan under Credit Agreement, bearing interest at 5.77% (a) 650,000 650,000 Term loan under Term Loan Agreement, bearing interest at 5.78% (a) 800,000 800,000 4.25% Senior Notes due 2028 500,000 500,000 3.50% Senior Notes due 2029 500,000 500,000 2.60% Senior Notes due 2030 600,000 600,000 2.20% Senior Notes due 2032 650,000 650,000 3.20% Senior Notes due 2032 500,000 500,000 4.20% Senior Notes due 2033 750,000 750,000 3.05% Senior Notes due 2050 500,000 500,000 2.95% Senior Notes due 2052 850,000 850,000 Notes payable to sellers and other third parties, bearing interest ranging from 2.42% to 10.35%, principal and interest payments due periodically with due dates ranging from 2024 to 2036 (a) 36,049 37,232 Finance leases, bearing interest ranging from 1.89% to 2.16%, with lease expiration dates ranging from 2026 to 2027 (a) 10,791 11,464 6,997,427 6,963,401 Less – current portion (10,513) (6,759) Less – unamortized debt discount and issuance costs (65,075) (66,493) Long-term portion of debt and notes payable $ 6,921,839 $ 6,890,149 ____________________ (a) Interest rates represent the interest rates at March 31, 2023. Credit Agreement Details of the Credit Agreement are as follows: March 31, December 31, 2023 2022 Revolver under Credit Agreement Available $ 1,159,902 $ 1,193,502 Letters of credit outstanding $ 39,511 $ 41,793 Total amount drawn, as follows: $ 650,587 $ 614,705 Amount drawn – U.S. Term SOFR rate loan $ 280,000 $ 391,000 Interest rate applicable – U.S. Term SOFR rate loan 5.77 % 5.42 % Amount drawn – U.S. Term SOFR rate loan $ 100,000 $ — Interest rate applicable – U.S. Term SOFR rate loan 5.78 % — % Amount drawn – U.S. Term SOFR rate loan $ 60,000 $ — Interest rate applicable – U.S. Term SOFR rate loan 5.91 % — % Amount drawn – Canadian bankers’ acceptance $ 210,587 $ 223,705 Interest rate applicable – Canadian bankers’ acceptance 5.92 % 5.74 % Commitment – rate applicable 0.09 % 0.09 % Term loan under Credit Agreement Amount drawn – U.S. Term SOFR rate loan $ 650,000 $ 650,000 Interest rate applicable – U.S. Term SOFR rate loan 5.77 % 5.42 % In addition to the $39,511 of letters of credit at March 31, 2023 issued and outstanding under the Credit Agreement, the Company has issued and outstanding letters of credit totaling $85,120 under facilities other than the Credit Agreement. |
Segment Reporting
Segment Reporting | 3 Months Ended |
Mar. 31, 2023 | |
Segment Reporting [Abstract] | |
Segment Reporting | 10. 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. For the three months ended March 31, 2023, the Company managed its operations through the following five geographic solid waste operating segments: Eastern, Southern, Western, Central and Canada. The Company’s five geographic solid waste operating segments comprise its reportable segments. Each operating segment is responsible for managing several vertically integrated operations, which are comprised of districts. The Company’s Chief Operating Decision Maker 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, and other income (expense). Segment EBITDA is not a measure of operating income, operating performance or liquidity under GAAP and may not be comparable to similarly titled measures reported by other companies. The Company’s management uses segment EBITDA in the evaluation of segment operating performance as it is a profit measure that is generally within the control of the operating segments. A reconciliation of segment EBITDA to Income before income tax provision is included at the end of this Note 10. Summarized financial information concerning the Company’s reportable segments for the three months ended March 31, 2023 and 2022, is shown in the following tables: Three Months Ended Intercompany Reported Segment March 31, 2023 Revenue Revenue (b) Revenue EBITDA (c) Eastern $ 588,233 $ (96,815) $ 491,418 $ 119,980 Southern 503,584 (56,544) 447,040 133,271 Western 459,003 (49,000) 410,003 116,301 Central 368,383 (43,497) 324,886 109,813 Canada 253,670 (26,514) 227,156 82,984 Corporate (a) — — — (2,454) $ 2,172,873 $ (272,370) $ 1,900,503 $ 559,895 Three Months Ended Intercompany Reported Segment March 31, 2022 Revenue Revenue (b) Revenue EBITDA (c) Eastern $ 499,255 $ (77,658) $ 421,597 $ 107,788 Southern 431,348 (44,284) 387,064 108,610 Western 389,628 (42,918) 346,710 104,747 Central 309,070 (32,893) 276,177 92,036 Canada 240,215 (25,508) 214,707 84,844 Corporate (a) — — — (4,702) $ 1,869,516 $ (223,261) $ 1,646,255 $ 493,323 ____________________ (a) The majority of Corporate expenses are allocated to the five operating segments. Direct acquisition expenses, expenses associated with common shares held in the deferred compensation plan exchanged for other investment options and share-based compensation expenses associated with Progressive Waste share-based grants outstanding at June 1, 2016 that were continued by the Company are not allocated to the five operating segments and comprise the net EBITDA of the Company’s Corporate segment for the periods presented. (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. The following tables show changes in goodwill during the three months ended March 31, 2023 and 2022, by reportable segment: Eastern Southern Western Central Canada Total Balance as of December 31, 2022 $ 1,805,283 $ 1,679,091 $ 768,843 $ 964,410 $ 1,684,670 $ 6,902,297 Goodwill acquired 6,722 — 30,703 398 — 37,823 Goodwill acquisition adjustments — (681) — — (289) (970) Impact of changes in foreign currency — — — — 1,417 1,417 Balance as of March 31, 2023 $ 1,812,005 $ 1,678,410 $ 799,546 $ 964,808 $ 1,685,798 $ 6,940,567 Eastern Southern Western Central Canada Total Balance as of December 31, 2021 $ 1,607,723 $ 1,588,467 $ 539,732 $ 892,209 $ 1,559,512 $ 6,187,643 Goodwill acquired 85,868 — — 2,795 123,384 212,047 Goodwill acquisition adjustments — (97) 2,651 — — 2,554 Impact of changes in foreign currency — — — — 25,519 25,519 Balance as of March 31, 2022 $ 1,693,591 $ 1,588,370 $ 542,383 $ 895,004 $ 1,708,415 $ 6,427,763 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 March 31, 2023 2022 Eastern segment EBITDA $ 119,980 $ 107,788 Southern segment EBITDA 133,271 108,610 Western segment EBITDA 116,301 104,747 Central segment EBITDA 109,813 92,036 Canada segment EBITDA 82,984 84,844 Subtotal reportable segments 562,349 498,025 Unallocated corporate overhead (2,454) (4,702) Depreciation (204,059) (179,950) Amortization of intangibles (39,282) (37,635) Impairments and other operating items (1,865) (1,878) Interest expense (68,353) (41,324) Interest income 2,715 137 Other income (expense), net 3,174 (3,466) Income before income tax provision $ 252,225 $ 229,207 |
Derivative Financial Instrument
Derivative Financial Instruments | 3 Months Ended |
Mar. 31, 2023 | |
Derivative Financial Instruments [Abstract] | |
Derivative Financial Instruments | 11. The Company recognizes all derivatives on the Condensed Consolidated Balance Sheets at fair value. All of the Company’s derivatives have been designated as cash flow hedges; therefore, the gain or loss on the derivatives will be recognized in accumulated other comprehensive income (loss) (“AOCIL”) and reclassified into earnings in the same period during which the hedged transaction affects earnings and is presented in the same income statement line item as the earnings effect of the hedged item. 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 under the Credit Agreement. The Company’s strategy to achieve that objective involves entering into interest rate swaps. The interest rate swaps outstanding at March 31, 2023 were specifically designated to the Credit Agreement and accounted for as cash flow hedges. At March 31, 2023, the Company’s derivative instruments included four interest rate swap agreements as follows: Fixed Variable Notional Interest Interest Rate Date Entered (a) Amount Rate Paid (b) Received Effective Date Expiration Date August 2017 $ 200,000 2.1230 % 1-month Term SOFR November 2022 October 2025 June 2018 $ 200,000 2.8480 % 1-month Term SOFR November 2022 October 2025 June 2018 $ 200,000 2.8284 % 1-month Term SOFR November 2022 October 2025 December 2018 $ 200,000 2.7715 % 1-month Term SOFR November 2022 July 2027 ____________________ (a) In October 2022, the Company amended the reference rate in all of its outstanding interest rate swap contracts to replace One-Month LIBOR with One-Month Term SOFR and certain credit spread adjustments. The Company did not record any gains or losses upon the conversion of the reference rates in these interest rate swap contracts, and the Company believes these amendments will not have a material impact on its Condensed Consolidated Financial Statements. (b) Plus applicable margin. The fair values of derivative instruments designated as cash flow hedges at March 31, 2023, 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) $ 14,872 Accrued liabilities $ — Other assets, net 9,555 Total derivatives designated as cash flow hedges $ 24,427 $ — ____________________ (a) Represents the estimated amount of the existing unrealized gains on interest rate swaps at March 31, 2023 (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. The fair values of derivative instruments designated as cash flow hedges at December 31, 2022, 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 $ 17,906 Accrued liabilities $ — Other assets, net 13,901 Total derivatives designated as cash flow hedges $ 31,807 $ — 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 months ended March 31, 2023 and 2022: Derivatives Statement of Amount of (Gain) or Loss Reclassified Designated as Cash Amount of Gain or (Loss) Recognized Net Income from AOCIL into Earnings, Flow Hedges as AOCIL on Derivatives, Net of Tax (a) Classification Net of Tax (b) Three Months Ended Three Months Ended March 31, March 31, 2023 2022 2023 2022 Interest rate swaps $ (2,425) $ 32,854 Interest expense $ (2,999) $ 3,491 ____________________ (a) In accordance with the derivatives and hedging guidance, the changes in fair values of interest rate swaps 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, all unrealized changes in fair value are recorded in AOCIL. (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. 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 | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value [Abstract] | |
Fair Value of Financial Instruments | 14. 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 cash and investments. At March 31, 2023 and December 31, 2022, the Company’s derivative instruments included pay-fixed, receive-variable interest rate swaps. 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. For the Company’s interest rate swaps, 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 cash is valued at quoted market prices in active markets for identical assets, which the Company receives from the financial institutions that hold such investments on its behalf. The Company’s restricted cash measured at fair value is invested primarily in money market accounts, bank time deposits and U.S. government and agency securities. The Company’s restricted investments 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 investments measured at fair value are invested primarily in money market accounts, bank time deposits, 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 March 31, 2023 and December 31, 2022, were as follows: Fair Value Measurement at March 31, 2023 Using Quoted Prices in Significant Active Markets Other Significant for Identical Observable Unobservable Assets Inputs Inputs Total (Level 1) (Level 2) (Level 3) Interest rate swap derivative instruments – net asset position $ 24,427 $ — $ 24,427 $ — Restricted cash $ 106,625 $ 106,625 $ — $ — Restricted investments $ 72,784 $ — $ 72,784 $ — Contingent consideration $ (85,822) $ — $ — $ (85,822) Fair Value Measurement at December 31, 2022 Using Quoted Prices in Significant Active Markets Other Significant for Identical Observable Unobservable Assets Inputs Inputs Total (Level 1) (Level 2) (Level 3) Interest rate swap derivative instruments – net asset position $ 31,807 $ — $ 31,807 $ — Restricted cash $ 102,727 $ 102,727 $ — $ — Restricted investments $ 66,402 $ — $ 66,402 $ — Contingent consideration $ (81,415) $ — $ — $ (81,415) The following table summarizes the changes in the fair value for Level 3 liabilities related to contingent consideration for the three months ended March 31, 2023 and 2022: Three Months Ended March 31, 2023 2022 Beginning balance $ 81,415 $ 94,308 Contingent consideration recorded at acquisition date 6,000 5,000 Payment of contingent consideration recorded at acquisition date (1,319) (3,571) Adjustments to contingent consideration (637) (52) Interest accretion expense 363 353 Ending balance $ 85,822 $ 96,038 |
Fair Value of Financial Instruments (10-Q) | 12. The Company’s financial instruments consist primarily of cash and equivalents, trade receivables, restricted cash and investments, trade payables, debt instruments, contingent consideration obligations and interest rate swaps. As of March 31, 2023 and December 31, 2022, the carrying values of cash and equivalents, trade receivables, restricted cash and investments, trade payables and contingent consideration are considered to be representative of their respective fair values. The carrying values of the Company’s debt instruments, excluding certain notes as listed in the table below, approximate their fair values as of March 31, 2023 and December 31, 2022, based on current borrowing rates, current remaining average life to maturity and borrower credit quality for similar types of borrowing arrangements, and are classified as Level 2 within the fair value hierarchy. The carrying values and fair values of the Company’s debt instruments where the carrying values do not approximate their fair values as of March 31, 2023 and December 31, 2022, are as follows: Carrying Value at Fair Value (a) at March 31, December 31, March 31, December 31, 2023 2022 2023 2022 4.25% Senior Notes due 2028 $ 500,000 $ 500,000 $ 491,500 $ 470,850 3.50% Senior Notes due 2029 $ 500,000 $ 500,000 $ 466,350 $ 457,650 2.60% Senior Notes due 2030 $ 600,000 $ 600,000 $ 525,060 $ 510,540 2.20% Senior Notes due 2032 $ 650,000 $ 650,000 $ 529,490 $ 514,540 3.20% Senior Notes due 2032 $ 500,000 $ 500,000 $ 444,800 $ 429,000 4.20% Senior Notes due 2033 $ 750,000 $ 750,000 $ 718,275 $ 699,450 3.05% Senior Notes due 2050 $ 500,000 $ 500,000 $ 341,300 $ 343,300 2.95% Senior Notes due 2052 $ 850,000 $ 850,000 $ 570,435 $ 561,425 ____________________ * Senior Notes are classified as Level 2 within the fair value hierarchy. Fair value inputs include third-party calculations of the market interest rate of notes with similar ratings in similar industries over the remaining note terms. For details on the fair value of the Company’s interest rate swaps, restricted cash and investments and contingent consideration, refer to Note 14. |
Net Income Per Share Informatio
Net Income Per Share Information | 3 Months Ended |
Mar. 31, 2023 | |
Net Income Per Share Information [Abstract] | |
Net Income Per Share Information | 13. 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 months ended March 31, 2023 and 2022: Three Months Ended March 31, 2023 2022 Numerator: Net income attributable to Waste Connections for basic and diluted earnings per share $ 197,813 $ 180,324 Denominator: Basic shares outstanding 257,372,942 258,946,933 Dilutive effect of equity-based awards 616,029 614,050 Diluted shares outstanding 257,988,971 259,560,983 |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value [Abstract] | |
Fair Value of Financial Instruments | 14. 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 cash and investments. At March 31, 2023 and December 31, 2022, the Company’s derivative instruments included pay-fixed, receive-variable interest rate swaps. 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. For the Company’s interest rate swaps, 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 cash is valued at quoted market prices in active markets for identical assets, which the Company receives from the financial institutions that hold such investments on its behalf. The Company’s restricted cash measured at fair value is invested primarily in money market accounts, bank time deposits and U.S. government and agency securities. The Company’s restricted investments 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 investments measured at fair value are invested primarily in money market accounts, bank time deposits, 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 March 31, 2023 and December 31, 2022, were as follows: Fair Value Measurement at March 31, 2023 Using Quoted Prices in Significant Active Markets Other Significant for Identical Observable Unobservable Assets Inputs Inputs Total (Level 1) (Level 2) (Level 3) Interest rate swap derivative instruments – net asset position $ 24,427 $ — $ 24,427 $ — Restricted cash $ 106,625 $ 106,625 $ — $ — Restricted investments $ 72,784 $ — $ 72,784 $ — Contingent consideration $ (85,822) $ — $ — $ (85,822) Fair Value Measurement at December 31, 2022 Using Quoted Prices in Significant Active Markets Other Significant for Identical Observable Unobservable Assets Inputs Inputs Total (Level 1) (Level 2) (Level 3) Interest rate swap derivative instruments – net asset position $ 31,807 $ — $ 31,807 $ — Restricted cash $ 102,727 $ 102,727 $ — $ — Restricted investments $ 66,402 $ — $ 66,402 $ — Contingent consideration $ (81,415) $ — $ — $ (81,415) The following table summarizes the changes in the fair value for Level 3 liabilities related to contingent consideration for the three months ended March 31, 2023 and 2022: Three Months Ended March 31, 2023 2022 Beginning balance $ 81,415 $ 94,308 Contingent consideration recorded at acquisition date 6,000 5,000 Payment of contingent consideration recorded at acquisition date (1,319) (3,571) Adjustments to contingent consideration (637) (52) Interest accretion expense 363 353 Ending balance $ 85,822 $ 96,038 |
Fair Value of Financial Instruments (10-Q) | 12. The Company’s financial instruments consist primarily of cash and equivalents, trade receivables, restricted cash and investments, trade payables, debt instruments, contingent consideration obligations and interest rate swaps. As of March 31, 2023 and December 31, 2022, the carrying values of cash and equivalents, trade receivables, restricted cash and investments, trade payables and contingent consideration are considered to be representative of their respective fair values. The carrying values of the Company’s debt instruments, excluding certain notes as listed in the table below, approximate their fair values as of March 31, 2023 and December 31, 2022, based on current borrowing rates, current remaining average life to maturity and borrower credit quality for similar types of borrowing arrangements, and are classified as Level 2 within the fair value hierarchy. The carrying values and fair values of the Company’s debt instruments where the carrying values do not approximate their fair values as of March 31, 2023 and December 31, 2022, are as follows: Carrying Value at Fair Value (a) at March 31, December 31, March 31, December 31, 2023 2022 2023 2022 4.25% Senior Notes due 2028 $ 500,000 $ 500,000 $ 491,500 $ 470,850 3.50% Senior Notes due 2029 $ 500,000 $ 500,000 $ 466,350 $ 457,650 2.60% Senior Notes due 2030 $ 600,000 $ 600,000 $ 525,060 $ 510,540 2.20% Senior Notes due 2032 $ 650,000 $ 650,000 $ 529,490 $ 514,540 3.20% Senior Notes due 2032 $ 500,000 $ 500,000 $ 444,800 $ 429,000 4.20% Senior Notes due 2033 $ 750,000 $ 750,000 $ 718,275 $ 699,450 3.05% Senior Notes due 2050 $ 500,000 $ 500,000 $ 341,300 $ 343,300 2.95% Senior Notes due 2052 $ 850,000 $ 850,000 $ 570,435 $ 561,425 ____________________ * Senior Notes are classified as Level 2 within the fair value hierarchy. Fair value inputs include third-party calculations of the market interest rate of notes with similar ratings in similar industries over the remaining note terms. For details on the fair value of the Company’s interest rate swaps, restricted cash and investments and contingent consideration, refer to Note 14. |
Other Comprehensive Income (Los
Other Comprehensive Income (Loss) | 3 Months Ended |
Mar. 31, 2023 | |
Other Comprehensive Income (Loss) [Abstract] | |
Other Comprehensive Income (Loss) | 15. Other comprehensive income (loss) includes changes in the fair value of interest rate swaps that qualify for hedge accounting. The components of other comprehensive income (loss) and related tax effects for the three months ended March 31, 2023 and 2022 are as follows: Three Months Ended March 31, 2023 Gross Tax Effect Net of Tax Interest rate swap amounts reclassified into interest expense $ (4,080) 1,081 $ (2,999) Changes in fair value of interest rate swaps (3,299) 874 (2,425) Foreign currency translation adjustment 1,682 — 1,682 $ (5,697) $ 1,955 $ (3,742) Three Months Ended March 31, 2022 Gross Tax Effect Net of Tax Interest rate swap amounts reclassified into interest expense $ 4,750 $ (1,259) $ 3,491 Changes in fair value of interest rate swaps 44,699 (11,845) 32,854 Foreign currency translation adjustment 34,429 — 34,429 $ 83,878 $ (13,104) $ 70,774 A rollforward of the amounts included in AOCIL, net of taxes, for the three months ended March 31, 2023 and 2022, is as follows: Foreign Accumulated Currency Other Interest Translation Comprehensive Rate Swaps Adjustment Income (Loss) Balance at December 31, 2022 $ 23,378 $ (80,208) $ (56,830) Amounts reclassified into earnings (2,999) — (2,999) Changes in fair value (2,425) — (2,425) Foreign currency translation adjustment — 1,682 1,682 Balance at March 31, 2023 $ 17,954 $ (78,526) $ (60,572) Foreign Accumulated Currency Other Interest Translation Comprehensive Rate Swaps Adjustment Income (Loss) Balance at December 31, 2021 $ (37,544) $ 77,128 $ 39,584 Amounts reclassified into earnings 3,491 — 3,491 Changes in fair value 32,854 — 32,854 Foreign currency translation adjustment — 34,429 34,429 Balance at March 31, 2022 $ (1,199) $ 111,557 $ 110,358 See Note 11 for further discussion on the Company’s derivative instruments. |
Shareholders' Equity
Shareholders' Equity | 3 Months Ended |
Mar. 31, 2023 | |
Shareholders' Equity [Abstract] | |
Shareholders' Equity | 16. Share-Based Compensation Restricted Share Units A summary of activity related to restricted share units (“RSUs”) during the three-month period ended March 31, 2023, is presented below: Unvested Shares Outstanding at December 31, 2022 955,999 Granted 403,026 Forfeited (13,835) Vested and issued (325,490) Outstanding at March 31, 2023 1,019,700 The weighted average grant-date fair value per share for the common shares underlying the RSUs granted during the three-month period ended March 31, 2023 was $133.46. 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 March 31, 2023 and 2022, the Company had 62,201 and 81,712 vested deferred RSUs outstanding, respectively. Performance-Based Restricted Share Units A summary of activity related to performance-based restricted share units (“PSUs”) during the three-month period ended March 31, 2023, is presented below: Unvested Shares Outstanding at December 31, 2022 341,850 Granted 105,581 Vested and issued (140,498) Outstanding at March 31, 2023 306,933 During the three months ended March 31, 2023, the Company’s 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, 2025. 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 three-month period ended March 31, 2023 was $133.30. Deferred Share Units A summary of activity related to deferred share units (“DSUs”) during the three-month period ended March 31, 2023, is presented below: Vested Shares Outstanding at December 31, 2022 26,536 Granted 3,945 Outstanding at March 31, 2023 30,481 The DSUs consist of a combination of DSU grants outstanding under the Progressive Waste share-based compensation plans that were continued by the Company following the Progressive Waste acquisition and DSUs granted by the Company since the Progressive Waste acquisition. The weighted average grant-date fair value per share for the common shares underlying the DSUs granted during the three-month period ended March 31, 2023 was $136.47. Other Restricted Share Units RSU grants outstanding under 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. A summary of activity related to Progressive Waste RSUs during the three-month period ended March 31, 2023, is presented below: Outstanding at December 31, 2022 57,829 Cash settled (5,803) Outstanding at March 31, 2023 52,026 No RSUs under the Progressive Waste share-based compensation plans were granted subsequent to June 1, 2016. All remaining RSUs were vested as of March 31, 2019. Share-Based Options Share-based options outstanding under 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. A summary of activity related to Progressive Waste share-based options during the three-month period ended March 31, 2023, is presented below: Outstanding at December 31, 2022 43,570 Cash settled — Outstanding at March 31, 2023 43,570 No share-based options under the Progressive Waste share-based compensation plans were granted subsequent to June 1, 2016. All outstanding share-based options were vested as of December 31, 2017. Employee Share Purchase Plan On May 15, 2020, the Company’s shareholders approved the 2020 Employee Share Purchase Plan (the “ESPP”). Under the ESPP, qualified employees may elect to have payroll deductions withheld from their eligible compensation on each payroll date in amounts equal to or greater than one percent (1%) but not in excess of ten percent (10%) of eligible compensation in order to purchase the Company’s common shares under certain terms and subject to certain restrictions set forth in the ESPP. The exercise price is equal to 95% of the closing price of the Company’s common shares on the last day of the relevant offering period, provided, however, that such exercise price will not be less than 85% of the volume weighted average price of the Company’s common shares as reflected on the Toronto Stock Exchange (the “TSX”) over the final five trading days of such offering period. The maximum number of shares that may be issued under the ESPP is 1,000,000. Under the ESPP, employees purchased 14,594 of the Company’s common shares for $1,841 during the three months ended March 31, 2023. Under the ESPP, employees purchased 12,015 of the Company’s common shares for $1,554 during the three months ended March 31, 2022. Normal Course Issuer Bid On July 26, 2022, 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 12,859,066 of the Company’s common shares during the period of August 10, 2022 to August 9, 2023 or until such earlier time as the NCIB is completed or terminated at the option of the Company. The renewal followed the conclusion of the Company’s NCIB that expired August 9, 2022. The Company received TSX approval for its annual renewal of the NCIB on August 8, 2022. Under the NCIB, the Company may make share repurchases only in the open market, including on the New York Stock Exchange (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 is limited to a maximum of 85,956 common shares, which represents 25% of the average daily trading volume on the TSX of 343,825 common shares for the period from February 1, 2022 to July 31, 2022. 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 three months ended March 31, 2023, the Company did not repurchase any Cash Dividend In November 2022, the Company announced that its Board of Directors increased its regular quarterly cash dividend by $0.025, from $0.23 to $0.255 per Company common share. Cash dividends of $65,788 and $59,391 were paid during the three months ended March 31, 2023 and 2022, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | 17. 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 subpoena the Company for records, or seek to impose fines on the Company or 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. The Company uses $1,000 as a threshold for disclosing environmental matters involving potential monetary sanctions. 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 Company’s business. Except as noted in the matters described below, as of March 31, 2023, there is no current proceeding or litigation involving the Company or its property that the Company believes could have a material adverse effect on its business, financial condition, results of operations or cash flows. Jefferson Parish, Louisiana Landfill Litigation Between June 2016 and December 31, 2020, one of the Company’s subsidiaries, Louisiana Regional Landfill Company (“LRLC”), conducted certain operations at a municipal solid waste landfill known as the Jefferson Parish Landfill (the “JP Landfill”), located in Avondale, Louisiana, near the City of New Orleans. LRLC’s operations were governed by an Operating Agreement, entered into in May 2012 by LRLC under its previous name, IESI LA Landfill Corporation, and the owner of the JP Landfill, Jefferson Parish (the “Parish”). The Parish also holds the State of Louisiana permit for the operation of the JP Landfill. Aptim Corporation operated the landfill gas collection system at the JP Landfill under a separate contract with the Parish. In July and August 2018, four separate lawsuits seeking class action status were filed against LRLC and certain other Company subsidiaries, the Parish, and Aptim Corporation in Louisiana state court, and subsequently removed to the United States District Court for the Eastern District of Louisiana, before Judge Susie Morgan in New Orleans. The Court later consolidated the claims of the putative class action plaintiffs. Beginning in December 2018, a series of 11 substantively identical mass actions were filed in Louisiana state court against LRLC and certain other Company subsidiaries, the Parish, and Aptim Corporation. The claims of the mass action plaintiffs were consolidated in federal court in the Eastern District of Louisiana, also before Judge Susie Morgan (the “Addison” action). The putative class actions and the Addison action assert claims for damages from odors allegedly emanating from the JP Landfill. The consolidated putative class action complaint alleges that the JP Landfill released “noxious odors” into the plaintiffs’ properties and the surrounding community and asserts a range of liability theories—nuisance, negligence (since dismissed), and strict liability—against all defendants. The putative class is described as all residents of Jefferson Parish who have sustained legally cognizable damages as a result of odors from the JP Landfill, but the complaint proposes to revise the geographic definition based on further evidence. The putative class plaintiffs seek unspecified damages for nuisance and unidentified property value diminution. The Addison plaintiffs assert claims for nuisance, negligence, and (with respect to the Parish) unconstitutional takings under the Louisiana Constitution; on behalf of two plaintiffs, the Addison complaint also asserts claims for wrongful death and survivorship. The Court held an eight-day trial on general causation during January and February 2022. General causation was to address the questions of whether the JP Landfill could cause odors and emissions that are able to reach plaintiffs’ properties and whether those odors and emissions could result in the types of medical impacts and nuisance conditions complained of by the putative class and mass action plaintiffs. Among other things, defendants urged the court to find general causation tied to the geographic limits of landfill emissions that may have the potential to cause a nuisance based on air modeling done by defendants’ experts. On November 29, 2022, the Court issued a 45-page decision on the general causation trial. The Court concluded that all putative class and mass action plaintiffs established general causation—specifically that emissions and gases from the JP Landfill were capable of causing certain damages alleged by the plaintiffs. The Court held that it only needed to determine the level of exposure necessary to result in injuries and that the level existed somewhere offsite, and that it was not required to delineate this level of exposure within a geographic area. The Court did, however, limit the time period for damages, to between July 2017 and December 2019, and the types of alleged injuries for which the plaintiffs are able to seek damages, to headaches, nausea, vomiting, loss of appetite, sleep disruption, dizziness, fatigue, anxiety and worry, a decrease in quality of life, and loss of enjoyment or use of property. The Addison The Court has held several case management conferences since the general causation decision to discuss how to proceed with the class and mass action cases, and the Court has proposed trying certain Addison On April 17, 2023, the Company and the other Defendants filed a petition for a writ of mandamus from the Fifth Circuit Court of Appeals challenging the April 17 case management order’s sequencing of a merits trial before class certification. The Defendants also filed a motion to stay proceedings in the district court until the Fifth Circuit issues a decision on the writ petition. The Fifth Circuit has requested responses from the Plaintiffs and invited a response from the district court, which were due April 26, 2023. The Company has already obtained dismissal of approximately one third of the original Addison plaintiffs, the number of which now totals 544, and believes it has strong defenses to the merits of the Addison action, including specific causation issues due to other odor sources in the area. The Company also believes it has strong defenses to certification of the putative class actions, although the Court has not yet indicated when it will allow certification to be briefed and decided, and sequencing of that process may be affected by the Fifth Circuit’s decision on the writ petition. The Company is continuing to vigorously defend itself in these lawsuits; however, at this time, the Company is not able to determine the likelihood of any outcome regarding the underlying claims, including the allocation of any potential liability among the Company, the Parish, and Aptim Corporation. Los Angeles County, California Landfill Expansion Litigation A. Chiquita Canyon, LLC Lawsuit Against Los Angeles County In October 2004, the Company’s subsidiary, Chiquita Canyon, LLC (“CCL”), then under prior ownership, filed an application (the “Application”) with the County of Los Angeles (the “County”) Department of Regional Planning (“DRP”) for a conditional use permit (the “CUP”) to authorize the continued operation and expansion of the Chiquita Canyon Landfill (the “CC Landfill”). The CC Landfill has operated since 1972, and as a regional landfill, accepted approximately 2.6 million tons of materials for disposal and beneficial use in 2022. 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. After many years of reviews and delays, upon the recommendation of County staff, the County’s Regional Planning Commission (the “Commission”) approved the Application on April 19, 2017, but imposed operating conditions, fees and exactions that substantially reduced the historical landfill operations and represented a large increase in aggregate taxes and fees. CCL objected to many of the requirements imposed by the Commission. Current estimates for new costs imposed on CCL under the CUP are in excess of $300,000. CCL appealed the Commission’s decision to the County Board of Supervisors, but the appeal was not successful. At a subsequent hearing, on July 25, 2017, the Board of Supervisors approved the CUP. On October 20, 2017, CCL filed in the Superior Court of California, County of Los Angeles a verified petition for writ of mandate and complaint against the County and the County Board of Supervisors captioned Chiquita Canyon, LLC v. County of Los Angeles, No. BS171262 (Los Angeles Co. Super Ct.) (the “Complaint”). The Complaint challenges the terms of the CUP in 13 counts generally alleging that the County violated multiple California and federal statutes and California and federal constitutional protections. CCL seeks the following relief: (a) an injunction and writ of mandate 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, (e) an award of just compensation for a taking, (f) attorney fees, and (g) all other appropriate legal and equitable relief. Following extensive litigation in 2018 and 2019 on the permissible scope of CCL’s challenge, the Superior Court issued its decision on July 2, 2020, granting CCL’s petition for writ of mandate in part and denying it in part. CCL prevailed with respect to 12 of the challenged conditions, many of which imposed new fees and exactions on the CC Landfill. On October 11, 2022, CCL and the County entered into a settlement agreement that requires CCL to file a CUP modification application with the County embodying the terms of the settlement agreement. CCL filed the CUP modification application on November 10, 2022. If the CUP modification application is approved by the County and certain other contingencies are satisfied, CCL will dismiss this lawsuit. However, at this time, the Company is not able to determine the likelihood of any outcome in this matter. B. December 11, 2017 Notice of Violation Regarding Certain CUP Conditions. The County, through its DRP, issued a Notice of Violation, dated December 11, 2017 (the “NOV”), alleging that CCL violated certain conditions of the CUP, including Condition 79(B)(6) of the CUP by failing to pay an $11,600 Bridge & Thoroughfare Fee (“B&T Fee”) that was purportedly due on July 25, 2017. The alleged B&T fee was ostensibly to fund the construction of transportation infrastructure in the area of the Landfill. At the time the NOV was issued, CCL had already contested the legality of the B&T fee in the October 20, 2017 Complaint filed against the County in Los Angeles County Superior Court, described above under paragraph A (the “CUP lawsuit”). On January 12, 2018, CCL filed an appeal of the alleged violations in the NOV. Subsequently, CCL filed additional legal arguments and exhibits contesting the NOV. On March 6, 2018, a DRP employee designated as hearing officer sustained the NOV, including the $11,600 B&T fee, and imposed an administrative penalty in the amount of $83 and a noncompliance fee of $0.75. A written decision memorializing the hearing officer’s findings and order was issued on July 10, 2018. On April 13, 2018, CCL filed in the Superior Court of California, County of Los Angeles a Petition for Writ of Administrative Mandamus against the County seeking to overturn the decision sustaining the NOV, contending that the NOV and decision are not supported by the facts or law. On July 17, 2018, the Court granted CCL leave to pay the $11,600 B&T fee and to amend its Complaint in the CUP lawsuit to reflect the payment under protest, allowing the challenge to the B&T fee under the Mitigation Fee Act to proceed in the CUP lawsuit. CCL paid the B&T fee under protest on August 10, 2018, and also paid on that date the administrative penalty of $83 and the noncompliance fee of $0.75. The Court indicated that the NOV case would be coordinated with the CUP lawsuit. On October 11, 2022, CCL and the County entered into the settlement agreement, described above under paragraph A. If the CUP modification application is approved by the County and certain other contingencies are satisfied, CCL will dismiss this lawsuit. However, at this time, the Company is not able to determine the likelihood of any outcome in this matter. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | 18 . SUBSEQUENT EVENTS Effective April 1, 2023, the Company modified its organizational structure under new regional operating segments as the result of continued growth in the business. Beginning in the second quarter of 2023, the Company will report revenue and segment EBITDA based on the following six geographic solid waste operating segments: Southern, Eastern, MidSouth, Western, Central and Canada. On April 24, 2023, the Company announced the departure of Worthing F. Jackman from his role as President and Chief Executive Officer of the Company, effective April 23, 2023. For purposes of Mr. Jackman’s letter agreement dated July 25, 2019, as amended, and the related Separation Benefits Plan as amended and restated July 26, 2022, Mr. Jackman’s departure qualified as a termination without cause. On April 24, 2023, the Company also announced that Ronald J. Mittelstaedt succeeded Mr. Jackman as the Company’s President and Chief Executive Officer. Mr. Mittelstaedt is the Company’s founder and served as the Company’s Chief Executive Officer from 1997 until July 2019, when he transitioned to the position of Executive Chairman. On April 26, 2023, the Company announced that its Board of Directors approved a regular quarterly cash dividend of $0.255 per Company common share. The dividend will be paid on May 24, 2023, to shareholders of record on the close of business on May 10, 2023. |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Revenue [Abstract] | |
Total Reported Revenues by Service Line | Three Months Ended March 31, 2023 2022 Commercial $ 602,279 $ 499,676 Residential 514,053 440,288 Industrial and construction roll off 318,315 259,488 Total collection 1,434,647 1,199,452 Landfill 343,433 299,765 Transfer 273,521 217,957 Recycling 31,301 63,094 E&P 51,759 43,555 Intermodal and other 38,212 45,693 Intercompany (272,370) (223,261) Total $ 1,900,503 $ 1,646,255 |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Accounts Receivable [Abstract] | |
Allowance for Credit Loss | Three Months Ended March 31, 2023 2022 Beginning balance $ 22,939 $ 18,480 Current period provision for expected credit losses 2,247 3,022 Write-offs charged against the allowance (5,017) (3,435) Recoveries collected 2,068 1,272 Impact of changes in foreign currency 2 22 Ending balance $ 22,239 $ 19,361 |
Landfill Accounting (Tables)
Landfill Accounting (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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, 2022 to March 31, 2023: Final capping, closure and post-closure liability at December 31, 2022 $ 344,606 Liability adjustments 14,704 Accretion expense associated with landfill obligations 4,474 Closure payments (5,346) Assumption of closure liabilities from acquisitions 3,443 Foreign currency translation adjustment 24 Final capping, closure and post-closure liability at March 31, 2023 $ 361,905 |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Acquisitions [Abstract] | |
Summary of Consideration Transferred to Acquire Businesses and Amounts of Identifiable Assets Acquired, Liabilities Assumed and Noncontrolling Interests | 2023 2022 Acquisitions Acquisitions Fair value of consideration transferred: Cash $ 144,611 $ 355,212 Debt assumed 17,097 — 161,708 355,212 Recognized amounts of identifiable assets acquired and liabilities assumed associated with businesses acquired: Accounts receivable 3,882 9,211 Prepaid expenses and other current assets 2,290 2,059 Restricted investments 5,462 — Operating lease right-of-use assets 587 1,715 Property and equipment 67,201 89,565 Long-term franchise agreements and contracts 58,630 4,994 Customer lists 1,527 38,944 Permits and other intangibles 2,403 34,245 Accounts payable and accrued liabilities (4,159) (20,382) Current portion of operating lease liabilities (53) (830) Deferred revenue (761) (3,077) Contingent consideration (6,000) (5,000) Long-term portion of operating lease liabilities (534) (885) Other long-term liabilities (4,543) (631) Deferred income taxes (1,077) (9,317) Total identifiable net assets 124,855 140,611 Goodwill $ 36,853 $ 214,601 |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Intangible Assets, Net [Abstract] | |
Intangible Assets Exclusive of Goodwill | Intangible assets, exclusive of goodwill, consisted of the following at March 31, 2023: Gross Accumulated Net Carrying Accumulated Impairment Carrying Amount Amortization Loss Amount Finite-lived intangible assets: Long-term franchise agreements and contracts $ 975,058 $ (312,988) $ — $ 662,070 Customer lists 778,352 (545,232) — 233,120 Permits and other 782,166 (120,992) (40,784) 620,390 2,535,576 (979,212) (40,784) 1,515,580 Indefinite-lived intangible assets: Solid waste collection and transportation permits 181,613 — — 181,613 Intangible assets, exclusive of goodwill $ 2,717,189 $ (979,212) $ (40,784) $ 1,697,193 Intangible assets, exclusive of goodwill, consisted of the following at December 31, 2022: Gross Accumulated Net Carrying Accumulated Impairment Carrying Amount Amortization Loss Amount Finite-lived intangible assets: Long-term franchise agreements and contracts $ 916,582 $ (297,382) $ — $ 619,200 Customer lists 776,719 (527,425) — 249,294 Permits and other 779,689 (115,095) (40,784) 623,810 2,472,990 (939,902) (40,784) 1,492,304 Indefinite-lived intangible assets: Solid waste collection and transportation permits 181,613 — — 181,613 Intangible assets, exclusive of goodwill $ 2,654,603 $ (939,902) $ (40,784) $ 1,673,917 |
Estimated Future Amortization Expense of Amortizable Intangible Assets | Estimated future amortization expense for the next five years relating to finite-lived intangible assets owned as of March 31, 2023 is as follows: For the year ending December 31, 2023 $ 156,320 For the year ending December 31, 2024 $ 141,755 For the year ending December 31, 2025 $ 124,919 For the year ending December 31, 2026 $ 109,325 For the year ending December 31, 2027 $ 95,730 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Long-Term Debt [Abstract] | |
Long-Term Debt | The following table presents the Company’s long-term debt at March 31, 2023 and December 31, 2022: March 31, December 31, 2023 2022 Revolver under Credit Agreement, bearing interest ranging from 5.77% to 5.92% (a) $ 650,587 $ 614,705 Term loan under Credit Agreement, bearing interest at 5.77% (a) 650,000 650,000 Term loan under Term Loan Agreement, bearing interest at 5.78% (a) 800,000 800,000 4.25% Senior Notes due 2028 500,000 500,000 3.50% Senior Notes due 2029 500,000 500,000 2.60% Senior Notes due 2030 600,000 600,000 2.20% Senior Notes due 2032 650,000 650,000 3.20% Senior Notes due 2032 500,000 500,000 4.20% Senior Notes due 2033 750,000 750,000 3.05% Senior Notes due 2050 500,000 500,000 2.95% Senior Notes due 2052 850,000 850,000 Notes payable to sellers and other third parties, bearing interest ranging from 2.42% to 10.35%, principal and interest payments due periodically with due dates ranging from 2024 to 2036 (a) 36,049 37,232 Finance leases, bearing interest ranging from 1.89% to 2.16%, with lease expiration dates ranging from 2026 to 2027 (a) 10,791 11,464 6,997,427 6,963,401 Less – current portion (10,513) (6,759) Less – unamortized debt discount and issuance costs (65,075) (66,493) Long-term portion of debt and notes payable $ 6,921,839 $ 6,890,149 ____________________ (a) Interest rates represent the interest rates at March 31, 2023. |
Details of the Company's Credit Agreement | Details of the Credit Agreement are as follows: March 31, December 31, 2023 2022 Revolver under Credit Agreement Available $ 1,159,902 $ 1,193,502 Letters of credit outstanding $ 39,511 $ 41,793 Total amount drawn, as follows: $ 650,587 $ 614,705 Amount drawn – U.S. Term SOFR rate loan $ 280,000 $ 391,000 Interest rate applicable – U.S. Term SOFR rate loan 5.77 % 5.42 % Amount drawn – U.S. Term SOFR rate loan $ 100,000 $ — Interest rate applicable – U.S. Term SOFR rate loan 5.78 % — % Amount drawn – U.S. Term SOFR rate loan $ 60,000 $ — Interest rate applicable – U.S. Term SOFR rate loan 5.91 % — % Amount drawn – Canadian bankers’ acceptance $ 210,587 $ 223,705 Interest rate applicable – Canadian bankers’ acceptance 5.92 % 5.74 % Commitment – rate applicable 0.09 % 0.09 % Term loan under Credit Agreement Amount drawn – U.S. Term SOFR rate loan $ 650,000 $ 650,000 Interest rate applicable – U.S. Term SOFR rate loan 5.77 % 5.42 % |
Segment Reporting (Tables)
Segment Reporting (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Segment Reporting [Abstract] | |
Summary of Financial Information Concerning Company's Reportable Segments | Summarized financial information concerning the Company’s reportable segments for the three months ended March 31, 2023 and 2022, is shown in the following tables: Three Months Ended Intercompany Reported Segment March 31, 2023 Revenue Revenue (b) Revenue EBITDA (c) Eastern $ 588,233 $ (96,815) $ 491,418 $ 119,980 Southern 503,584 (56,544) 447,040 133,271 Western 459,003 (49,000) 410,003 116,301 Central 368,383 (43,497) 324,886 109,813 Canada 253,670 (26,514) 227,156 82,984 Corporate (a) — — — (2,454) $ 2,172,873 $ (272,370) $ 1,900,503 $ 559,895 Three Months Ended Intercompany Reported Segment March 31, 2022 Revenue Revenue (b) Revenue EBITDA (c) Eastern $ 499,255 $ (77,658) $ 421,597 $ 107,788 Southern 431,348 (44,284) 387,064 108,610 Western 389,628 (42,918) 346,710 104,747 Central 309,070 (32,893) 276,177 92,036 Canada 240,215 (25,508) 214,707 84,844 Corporate (a) — — — (4,702) $ 1,869,516 $ (223,261) $ 1,646,255 $ 493,323 ____________________ (a) The majority of Corporate expenses are allocated to the five operating segments. Direct acquisition expenses, expenses associated with common shares held in the deferred compensation plan exchanged for other investment options and share-based compensation expenses associated with Progressive Waste share-based grants outstanding at June 1, 2016 that were continued by the Company are not allocated to the five operating segments and comprise the net EBITDA of the Company’s Corporate segment for the periods presented. (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. |
Changes in Goodwill by Reportable Segment | The following tables show changes in goodwill during the three months ended March 31, 2023 and 2022, by reportable segment: Eastern Southern Western Central Canada Total Balance as of December 31, 2022 $ 1,805,283 $ 1,679,091 $ 768,843 $ 964,410 $ 1,684,670 $ 6,902,297 Goodwill acquired 6,722 — 30,703 398 — 37,823 Goodwill acquisition adjustments — (681) — — (289) (970) Impact of changes in foreign currency — — — — 1,417 1,417 Balance as of March 31, 2023 $ 1,812,005 $ 1,678,410 $ 799,546 $ 964,808 $ 1,685,798 $ 6,940,567 Eastern Southern Western Central Canada Total Balance as of December 31, 2021 $ 1,607,723 $ 1,588,467 $ 539,732 $ 892,209 $ 1,559,512 $ 6,187,643 Goodwill acquired 85,868 — — 2,795 123,384 212,047 Goodwill acquisition adjustments — (97) 2,651 — — 2,554 Impact of changes in foreign currency — — — — 25,519 25,519 Balance as of March 31, 2022 $ 1,693,591 $ 1,588,370 $ 542,383 $ 895,004 $ 1,708,415 $ 6,427,763 |
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 March 31, 2023 2022 Eastern segment EBITDA $ 119,980 $ 107,788 Southern segment EBITDA 133,271 108,610 Western segment EBITDA 116,301 104,747 Central segment EBITDA 109,813 92,036 Canada segment EBITDA 82,984 84,844 Subtotal reportable segments 562,349 498,025 Unallocated corporate overhead (2,454) (4,702) Depreciation (204,059) (179,950) Amortization of intangibles (39,282) (37,635) Impairments and other operating items (1,865) (1,878) Interest expense (68,353) (41,324) Interest income 2,715 137 Other income (expense), net 3,174 (3,466) Income before income tax provision $ 252,225 $ 229,207 |
Derivative Financial Instrume_2
Derivative Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value of Derivative Instrument Designated as Cash Flow Hedges | The fair values of derivative instruments designated as cash flow hedges at March 31, 2023, 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) $ 14,872 Accrued liabilities $ — Other assets, net 9,555 Total derivatives designated as cash flow hedges $ 24,427 $ — ____________________ (a) Represents the estimated amount of the existing unrealized gains on interest rate swaps at March 31, 2023 (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. The fair values of derivative instruments designated as cash flow hedges at December 31, 2022, 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 $ 17,906 Accrued liabilities $ — Other assets, net 13,901 Total derivatives designated as cash flow hedges $ 31,807 $ — |
Impact of Cash Flow Hedges on Results of Operations, Comprehensive Income (Loss) and Accumulated Other Comprehensive Income (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 months ended March 31, 2023 and 2022: Derivatives Statement of Amount of (Gain) or Loss Reclassified Designated as Cash Amount of Gain or (Loss) Recognized Net Income from AOCIL into Earnings, Flow Hedges as AOCIL on Derivatives, Net of Tax (a) Classification Net of Tax (b) Three Months Ended Three Months Ended March 31, March 31, 2023 2022 2023 2022 Interest rate swaps $ (2,425) $ 32,854 Interest expense $ (2,999) $ 3,491 ____________________ (a) In accordance with the derivatives and hedging guidance, the changes in fair values of interest rate swaps 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, all unrealized changes in fair value are recorded in AOCIL. (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. |
Interest Rate Swap [Member] | |
Company's Derivative Instruments | At March 31, 2023, the Company’s derivative instruments included four interest rate swap agreements as follows: Fixed Variable Notional Interest Interest Rate Date Entered (a) Amount Rate Paid (b) Received Effective Date Expiration Date August 2017 $ 200,000 2.1230 % 1-month Term SOFR November 2022 October 2025 June 2018 $ 200,000 2.8480 % 1-month Term SOFR November 2022 October 2025 June 2018 $ 200,000 2.8284 % 1-month Term SOFR November 2022 October 2025 December 2018 $ 200,000 2.7715 % 1-month Term SOFR November 2022 July 2027 ____________________ (a) In October 2022, the Company amended the reference rate in all of its outstanding interest rate swap contracts to replace One-Month LIBOR with One-Month Term SOFR and certain credit spread adjustments. The Company did not record any gains or losses upon the conversion of the reference rates in these interest rate swap contracts, and the Company believes these amendments will not have a material impact on its Condensed Consolidated Financial Statements. (b) Plus applicable margin. |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value [Abstract] | |
Carrying Values and Fair Values of Debt Instruments | Carrying Value at Fair Value (a) at March 31, December 31, March 31, December 31, 2023 2022 2023 2022 4.25% Senior Notes due 2028 $ 500,000 $ 500,000 $ 491,500 $ 470,850 3.50% Senior Notes due 2029 $ 500,000 $ 500,000 $ 466,350 $ 457,650 2.60% Senior Notes due 2030 $ 600,000 $ 600,000 $ 525,060 $ 510,540 2.20% Senior Notes due 2032 $ 650,000 $ 650,000 $ 529,490 $ 514,540 3.20% Senior Notes due 2032 $ 500,000 $ 500,000 $ 444,800 $ 429,000 4.20% Senior Notes due 2033 $ 750,000 $ 750,000 $ 718,275 $ 699,450 3.05% Senior Notes due 2050 $ 500,000 $ 500,000 $ 341,300 $ 343,300 2.95% Senior Notes due 2052 $ 850,000 $ 850,000 $ 570,435 $ 561,425 ____________________ * Senior Notes are classified as Level 2 within the fair value hierarchy. Fair value inputs include third-party calculations of the market interest rate of notes with similar ratings in similar industries over the remaining note terms. |
Net Income Per Share Informat_2
Net Income Per Share Information (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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 months ended March 31, 2023 and 2022: Three Months Ended March 31, 2023 2022 Numerator: Net income attributable to Waste Connections for basic and diluted earnings per share $ 197,813 $ 180,324 Denominator: Basic shares outstanding 257,372,942 258,946,933 Dilutive effect of equity-based awards 616,029 614,050 Diluted shares outstanding 257,988,971 259,560,983 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value [Abstract] | |
Assets and Liabilities Measured at Fair Value on Recurring Basis | The Company’s assets and liabilities measured at fair value on a recurring basis at March 31, 2023 and December 31, 2022, were as follows: Fair Value Measurement at March 31, 2023 Using Quoted Prices in Significant Active Markets Other Significant for Identical Observable Unobservable Assets Inputs Inputs Total (Level 1) (Level 2) (Level 3) Interest rate swap derivative instruments – net asset position $ 24,427 $ — $ 24,427 $ — Restricted cash $ 106,625 $ 106,625 $ — $ — Restricted investments $ 72,784 $ — $ 72,784 $ — Contingent consideration $ (85,822) $ — $ — $ (85,822) Fair Value Measurement at December 31, 2022 Using Quoted Prices in Significant Active Markets Other Significant for Identical Observable Unobservable Assets Inputs Inputs Total (Level 1) (Level 2) (Level 3) Interest rate swap derivative instruments – net asset position $ 31,807 $ — $ 31,807 $ — Restricted cash $ 102,727 $ 102,727 $ — $ — Restricted investments $ 66,402 $ — $ 66,402 $ — Contingent consideration $ (81,415) $ — $ — $ (81,415) |
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 three months ended March 31, 2023 and 2022: Three Months Ended March 31, 2023 2022 Beginning balance $ 81,415 $ 94,308 Contingent consideration recorded at acquisition date 6,000 5,000 Payment of contingent consideration recorded at acquisition date (1,319) (3,571) Adjustments to contingent consideration (637) (52) Interest accretion expense 363 353 Ending balance $ 85,822 $ 96,038 |
Other Comprehensive Income (L_2
Other Comprehensive Income (Loss) (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Other Comprehensive Income (Loss) [Abstract] | |
Components of Other Comprehensive Income (Loss) | Three Months Ended March 31, 2023 Gross Tax Effect Net of Tax Interest rate swap amounts reclassified into interest expense $ (4,080) 1,081 $ (2,999) Changes in fair value of interest rate swaps (3,299) 874 (2,425) Foreign currency translation adjustment 1,682 — 1,682 $ (5,697) $ 1,955 $ (3,742) Three Months Ended March 31, 2022 Gross Tax Effect Net of Tax Interest rate swap amounts reclassified into interest expense $ 4,750 $ (1,259) $ 3,491 Changes in fair value of interest rate swaps 44,699 (11,845) 32,854 Foreign currency translation adjustment 34,429 — 34,429 $ 83,878 $ (13,104) $ 70,774 |
Amounts Included in Accumulated Other Comprehensive Income (Loss) | A rollforward of the amounts included in AOCIL, net of taxes, for the three months ended March 31, 2023 and 2022, is as follows: Foreign Accumulated Currency Other Interest Translation Comprehensive Rate Swaps Adjustment Income (Loss) Balance at December 31, 2022 $ 23,378 $ (80,208) $ (56,830) Amounts reclassified into earnings (2,999) — (2,999) Changes in fair value (2,425) — (2,425) Foreign currency translation adjustment — 1,682 1,682 Balance at March 31, 2023 $ 17,954 $ (78,526) $ (60,572) Foreign Accumulated Currency Other Interest Translation Comprehensive Rate Swaps Adjustment Income (Loss) Balance at December 31, 2021 $ (37,544) $ 77,128 $ 39,584 Amounts reclassified into earnings 3,491 — 3,491 Changes in fair value 32,854 — 32,854 Foreign currency translation adjustment — 34,429 34,429 Balance at March 31, 2022 $ (1,199) $ 111,557 $ 110,358 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Restricted Stock Units (RSUs) | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Summary of Activity Related to Restricted Share Units | A summary of activity related to restricted share units (“RSUs”) during the three-month period ended March 31, 2023, is presented below: Unvested Shares Outstanding at December 31, 2022 955,999 Granted 403,026 Forfeited (13,835) Vested and issued (325,490) Outstanding at March 31, 2023 1,019,700 |
Summary of Activity Related to Restricted Share Units | A summary of activity related to restricted share units (“RSUs”) during the three-month period ended March 31, 2023, is presented below: Unvested Shares Outstanding at December 31, 2022 955,999 Granted 403,026 Forfeited (13,835) Vested and issued (325,490) Outstanding at March 31, 2023 1,019,700 |
Performance Shares | |
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 three-month period ended March 31, 2023, is presented below: Unvested Shares Outstanding at December 31, 2022 341,850 Granted 105,581 Vested and issued (140,498) Outstanding at March 31, 2023 306,933 |
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 three-month period ended March 31, 2023, is presented below: Unvested Shares Outstanding at December 31, 2022 341,850 Granted 105,581 Vested and issued (140,498) Outstanding at March 31, 2023 306,933 |
Deferred Share Units | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Summary of Activity Related to Restricted Share Units | A summary of activity related to deferred share units (“DSUs”) during the three-month period ended March 31, 2023, is presented below: Vested Shares Outstanding at December 31, 2022 26,536 Granted 3,945 Outstanding at March 31, 2023 30,481 |
Summary of Activity Related to Restricted Share Units | A summary of activity related to deferred share units (“DSUs”) during the three-month period ended March 31, 2023, is presented below: Vested Shares Outstanding at December 31, 2022 26,536 Granted 3,945 Outstanding at March 31, 2023 30,481 |
Progressive Waste Solutions Ltd. | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Summary of Stock Option Activity and Related Information | Outstanding at December 31, 2022 43,570 Cash settled — Outstanding at March 31, 2023 43,570 |
Summary of Stock Option Activity and Related Information | Outstanding at December 31, 2022 43,570 Cash settled — Outstanding at March 31, 2023 43,570 |
Progressive Waste Solutions Ltd. | Restricted Stock Units (RSUs) | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Summary of Activity Related to Restricted Share Units | Outstanding at December 31, 2022 57,829 Cash settled (5,803) Outstanding at March 31, 2023 52,026 |
Summary of Activity Related to Restricted Share Units | Outstanding at December 31, 2022 57,829 Cash settled (5,803) Outstanding at March 31, 2023 52,026 |
Revenue - Revenues by Service L
Revenue - Revenues by Service Line (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Revenue from External Customer [Line Items] | ||
Revenues | $ 1,900,503 | $ 1,646,255 |
Reportable Segments [Member] | Commercial | Collection | ||
Revenue from External Customer [Line Items] | ||
Revenues | 602,279 | 499,676 |
Reportable Segments [Member] | Residential | Collection | ||
Revenue from External Customer [Line Items] | ||
Revenues | 514,053 | 440,288 |
Reportable Segments [Member] | Industrial and construction roll off | Collection | ||
Revenue from External Customer [Line Items] | ||
Revenues | 318,315 | 259,488 |
Reportable Segments [Member] | Collection | ||
Revenue from External Customer [Line Items] | ||
Revenues | 1,434,647 | 1,199,452 |
Reportable Segments [Member] | Landfill | ||
Revenue from External Customer [Line Items] | ||
Revenues | 343,433 | 299,765 |
Reportable Segments [Member] | Transfer | ||
Revenue from External Customer [Line Items] | ||
Revenues | 273,521 | 217,957 |
Reportable Segments [Member] | Recycling | ||
Revenue from External Customer [Line Items] | ||
Revenues | 31,301 | 63,094 |
Reportable Segments [Member] | E&P | ||
Revenue from External Customer [Line Items] | ||
Revenues | 51,759 | 43,555 |
Reportable Segments [Member] | Intermodal and other | ||
Revenue from External Customer [Line Items] | ||
Revenues | 38,212 | 45,693 |
Intercompany Revenue [Member] | ||
Revenue from External Customer [Line Items] | ||
Revenues | $ (272,370) | $ (223,261) |
Revenue - Contract Acquisition
Revenue - Contract Acquisition Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | |
Capitalized contract costs | $ 23,818 | $ 23,818 |
Minimum | ||
Estimated life of relevant customer relationship | 1 year | |
Maximum | ||
Estimated life of relevant customer relationship | 5 years |
Accounts Receivable - Allowance
Accounts Receivable - Allowance for Credit Losses (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Accounts Receivable [Abstract] | ||
Allowance for Credit Losses, Beginning Balance | $ 22,939 | $ 18,480 |
Current period provision for expected credit losses | 2,247 | 3,022 |
Write-offs charged against the allowance | (5,017) | (3,435) |
Recoveries collected | 2,068 | 1,272 |
Impact of changes in foreign currency | 2 | 22 |
Allowance for Credit Losses, Ending Balance | $ 22,239 | $ 19,361 |
Landfill Accounting - Landfills
Landfill Accounting - Landfills Owned and Operated (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 USD ($) site | Dec. 31, 2022 USD ($) | |
Landfill Accounting [Line Items] | ||
Number of landfills owned and operated by company | 89 | |
Number of landfills operated, not owned, under life-of-site operating agreements | 5 | |
Number of landfills operated under limited-term operating agreements | 7 | |
Property and equipment, net | $ | $ 6,956,620 | $ 6,950,915 |
Average remaining landfill life based on permitted capacity and projected annual disposal volumes | 31 years | |
Number of owned landfills the company is seeking to expand | 10 | |
Number of landfills operated under life-of-site operating agreements that the company is seeking to expand | 2 | |
Average remaining landfill life based on permitted capacity, projected annual disposal volumes and probable expansion capacity | 34 years | |
Life of Company's owned landfills and landfills operated under life-of-site operating agreements min range | 2 years | |
Life of Company's owned landfills and landfills operated under life of site operating agreements max range | 308 years | |
Percentage of projected annual disposal volume from landfills with remaining lives within threshold period | 90% | |
Threshold period used for measurement of projected annual disposal volume from landfills | 70 years | |
Landfill | ||
Landfill Accounting [Line Items] | ||
Property and equipment, net | $ | $ 3,284,137 |
Landfill Accounting - Landfill
Landfill Accounting - Landfill Depletion (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 USD ($) $ / T | Mar. 31, 2022 USD ($) $ / T | |
Landfill Accounting [Abstract] | ||
Landfill depletion expense | $ | $ 59,055 | $ 53,826 |
Average rate per ton consumed related to landfill depletion at owned landfills and landfills operated under life-of-site agreements | $ / T | 5.06 | 4.90 |
Landfill Accounting - Reserve A
Landfill Accounting - Reserve Assumptions and Accretion Expense (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 USD ($) $ / T | Mar. 31, 2022 USD ($) $ / T | Dec. 31, 2022 | |
Landfill Accounting [Line Items] | |||
Accretion expense associated with landfill obligations | $ | $ 4,474 | $ 4,050 | |
Average rate per ton consumed related to final capping, closure and post-closure landfill accretion expense | $ / T | 0.38 | 0.37 | |
Landfill | |||
Landfill Accounting [Line Items] | |||
Inflation rate for purposes of computing layers for final capping, closure and post-closure obligations | 2.75% | ||
Landfill | Minimum | |||
Landfill Accounting [Line Items] | |||
Inflation rate for purposes of computing layers for final capping, closure and post-closure obligations | 2.25% | ||
Landfill | Maximum | |||
Landfill Accounting [Line Items] | |||
Inflation rate for purposes of computing layers for final capping, closure and post-closure obligations | 2.75% | ||
Landfill | Measurement Input, Discount Rate | |||
Landfill Accounting [Line Items] | |||
Discount rate for purposes of computing layers for final capping, closure and post-closure obligations | 5.50% | ||
Landfill | Measurement Input, Discount Rate | Minimum | |||
Landfill Accounting [Line Items] | |||
Discount rate for purposes of computing layers for final capping, closure and post-closure obligations | 3.25% | ||
Landfill | Measurement Input, Discount Rate | Maximum | |||
Landfill Accounting [Line Items] | |||
Discount rate for purposes of computing layers for final capping, closure and post-closure obligations | 5.50% |
Landfill Accounting - Final Cap
Landfill Accounting - Final Capping, Closure and Post-Closure Liability (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Landfill Accounting [Abstract] | ||
Final capping, closure and post-closure liability at the beginning of the period | $ 344,606 | |
Liability adjustments | 14,704 | |
Accretion expense associated with landfill obligations | 4,474 | $ 4,050 |
Closure payments | (5,346) | |
Assumption of closure liabilities from acquisitions | 3,443 | |
Foreign currency translation adjustment | 24 | |
Final capping, closure and post-closure liability at the end of the period | $ 361,905 |
Landfill Accounting - Liability
Landfill Accounting - Liability Adjustments and Restricted Cash and Investments (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | |
Landfill Accounting [Line Items] | ||
Liability adjustments | $ 14,704 | |
Restricted cash | 106,625 | $ 102,727 |
Restricted investments | 74,358 | 68,099 |
Landfill | ||
Landfill Accounting [Line Items] | ||
Restricted cash | 8,130 | 6,890 |
Restricted investments | $ 62,552 | $ 57,469 |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 USD ($) entity | Mar. 31, 2022 USD ($) entity | Mar. 31, 2023 USD ($) entity | |
Acquisitions [Abstract] | |||
Number of immaterial businesses acquired in period | entity | 4 | 4 | |
Acquisition-related costs | $ 2,081 | $ 4,540 | |
Goodwill expected to be deductible for tax purposes | 36,853 | 80,455 | $ 36,853 |
Trade receivables acquired in business combination gross contractual amount | 4,164 | 11,412 | 4,164 |
Trade receivables acquired in business combination expected to be uncollectible amount | $ 282 | $ 2,201 | $ 282 |
Number of individually immaterial acquisitions | entity | 10 | ||
Number of immaterial businesses acquired in period | entity | 4 | 4 | |
Acquisition-related costs | $ 2,081 | $ 4,540 | |
Payment of contingent consideration recorded at acquisition date | $ 1,319 | $ 3,571 |
Acquisitions - Consideration Tr
Acquisitions - Consideration Transferred to Acquire Businesses and Assets Acquired, Liabilities Assumed Schedule (Detail) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 USD ($) | Mar. 31, 2022 USD ($) | Mar. 31, 2023 USD ($) entity | |
Fair value of consideration transferred: | |||
Cash | $ 144,611 | $ 355,212 | |
Consideration transferred | 161,708 | 355,212 | |
Recognized amounts of identifiable assets acquired and liabilities assumed associated with businesses acquired: | |||
Accounts receivable | 3,882 | 9,211 | $ 3,882 |
Prepaid expenses and other current assets | 2,290 | 2,059 | 2,290 |
Restricted investments | 5,462 | 0 | 5,462 |
Operating lease right-of-use assets | 587 | 1,715 | 587 |
Property and equipment | 67,201 | 89,565 | 67,201 |
Current portion of operating lease liabilities | (53) | (830) | (53) |
Deferred revenue | (761) | (3,077) | (761) |
Long-term portion of operating lease liabilities | (534) | (885) | (534) |
Other long-term liabilities | (4,543) | (631) | (4,543) |
Deferred income taxes | (1,077) | (9,317) | (1,077) |
Total identifiable net assets | 124,855 | 140,611 | 124,855 |
Goodwill | 36,853 | 214,601 | |
Goodwill expected to be deductible for tax purposes | 36,853 | 80,455 | $ 36,853 |
Number of individually immaterial acquisitions | entity | 10 | ||
Trade receivables acquired in business combination gross contractual amount | 4,164 | 11,412 | $ 4,164 |
Trade receivables acquired in business combination expected to be uncollectible amount | 282 | 2,201 | 282 |
Accounts Payable and Accrued Liabilities [Member] | |||
Recognized amounts of identifiable assets acquired and liabilities assumed associated with businesses acquired: | |||
Accounts payable and accrued liabilities | (4,159) | (20,382) | (4,159) |
Debt [Member] | |||
Fair value of consideration transferred: | |||
Debt assumed | 17,097 | 0 | |
Contingent Consideration [Member] | |||
Recognized amounts of identifiable assets acquired and liabilities assumed associated with businesses acquired: | |||
Contingent consideration | (6,000) | (5,000) | (6,000) |
Long Term Franchise Agreements And Contracts [Member] | |||
Recognized amounts of identifiable assets acquired and liabilities assumed associated with businesses acquired: | |||
Intangibles | 58,630 | 4,994 | 58,630 |
Customer Lists [Member] | |||
Recognized amounts of identifiable assets acquired and liabilities assumed associated with businesses acquired: | |||
Intangibles | 1,527 | 38,944 | 1,527 |
Permits and Other [Member] | |||
Recognized amounts of identifiable assets acquired and liabilities assumed associated with businesses acquired: | |||
Intangibles | $ 2,403 | $ 34,245 | $ 2,403 |
Intangible Assets, Net - Narrat
Intangible Assets, Net - Narrative (Details) | 3 Months Ended |
Mar. 31, 2023 | |
Long-term Franchise Agreements and Contracts | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Weighted average amortization period of acquired intangible assets | 25 years |
Customer Lists | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Weighted average amortization period of acquired intangible assets | 11 years 6 months |
Permits and Other | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Weighted average amortization period of acquired intangible assets | 40 years |
Intangible Assets, Net - Intang
Intangible Assets, Net - Intangible Assets Exclusive of Goodwill (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount, Finite-Lived Intangible Assets | $ 2,535,576 | $ 2,472,990 |
Gross Carrying Amount, Intangible Assets | 2,717,189 | 2,654,603 |
Accumulated Amortization, Finite-Lived Intangible Assets | (979,212) | (939,902) |
Accumulated Impairment Loss, Finite-Lived Intangible Assets | (40,784) | (40,784) |
Accumulated Impairment Loss, Intangible Assets | (40,784) | (40,784) |
Net Carrying Amount, Finite-Lived Intangible Assets | 1,515,580 | 1,492,304 |
Net Carrying Amount, Intangible Assets | 1,697,193 | 1,673,917 |
Solid Waste Collection and Transportation Permits | ||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Net Carrying Amount, Indefinite-Lived Intangible Assets | 181,613 | 181,613 |
Long-term Franchise Agreements and Contracts | ||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount, Finite-Lived Intangible Assets | 975,058 | 916,582 |
Accumulated Amortization, Finite-Lived Intangible Assets | (312,988) | (297,382) |
Net Carrying Amount, Finite-Lived Intangible Assets | 662,070 | 619,200 |
Customer Lists | ||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount, Finite-Lived Intangible Assets | 778,352 | 776,719 |
Accumulated Amortization, Finite-Lived Intangible Assets | (545,232) | (527,425) |
Net Carrying Amount, Finite-Lived Intangible Assets | 233,120 | 249,294 |
Permits and Other | ||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount, Finite-Lived Intangible Assets | 782,166 | 779,689 |
Accumulated Amortization, Finite-Lived Intangible Assets | (120,992) | (115,095) |
Accumulated Impairment Loss, Finite-Lived Intangible Assets | (40,784) | (40,784) |
Net Carrying Amount, Finite-Lived Intangible Assets | $ 620,390 | $ 623,810 |
Intangible Assets, Net - Estima
Intangible Assets, Net - Estimated Future Amortization Expense, Intangible Assets (Details) $ in Thousands | Mar. 31, 2023 USD ($) |
Intangible Assets, Net [Abstract] | |
For the year ending December 31, 2023 | $ 156,320 |
For the year ending December 31, 2024 | 141,755 |
For the year ending December 31, 2025 | 124,919 |
For the year ending December 31, 2026 | 109,325 |
For the year ending December 31, 2027 | $ 95,730 |
Long-Term Debt - Schedule of LT
Long-Term Debt - Schedule of LT Debt and Capital Lease Obligations (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Finance leases | $ 10,791 | $ 11,464 |
Total debt and lease obligations | 6,997,427 | 6,963,401 |
Less - current portion | (10,513) | (6,759) |
Less - unamortized debt discount and issuance costs | (65,075) | (66,493) |
Long-term Debt and Lease Obligation | $ 6,921,839 | 6,890,149 |
Minimum | ||
Debt Instrument [Line Items] | ||
Finance leases interest rate | 1.89% | |
Maximum | ||
Debt Instrument [Line Items] | ||
Finance leases interest rate | 2.16% | |
Credit Agreement | Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Long Term Debt | $ 650,587 | 614,705 |
Credit Agreement | Revolving Credit Facility | Minimum | ||
Debt Instrument [Line Items] | ||
Line of credit, interest rate | 5.77% | |
Credit Agreement | Revolving Credit Facility | Maximum | ||
Debt Instrument [Line Items] | ||
Line of credit, interest rate | 5.92% | |
Credit Agreement | Term Loan Facility | ||
Debt Instrument [Line Items] | ||
Long Term Debt | $ 650,000 | 650,000 |
Line of credit, interest rate | 5.77% | |
Term Loan Agreement | Term Loan Facility | ||
Debt Instrument [Line Items] | ||
Long Term Debt | $ 800,000 | 800,000 |
Interest rate | 5.78% | |
Senior Notes due 2028 | Senior Notes | ||
Debt Instrument [Line Items] | ||
Long Term Debt | $ 500,000 | $ 500,000 |
Interest rate | 4.25% | 4.25% |
Senior Notes due 2029 | Senior Notes | ||
Debt Instrument [Line Items] | ||
Long Term Debt | $ 500,000 | $ 500,000 |
Interest rate | 3.50% | 3.50% |
Senior Notes due 2030 | Senior Notes | ||
Debt Instrument [Line Items] | ||
Long Term Debt | $ 600,000 | $ 600,000 |
Interest rate | 2.60% | 2.60% |
Senior Notes due 2032 | Senior Notes | ||
Debt Instrument [Line Items] | ||
Long Term Debt | $ 650,000 | $ 650,000 |
Interest rate | 2.20% | 2.20% |
New Senior Notes due 2032 | Senior Notes | ||
Debt Instrument [Line Items] | ||
Long Term Debt | $ 500,000 | $ 500,000 |
Interest rate | 3.20% | 3.20% |
Senior Notes due 2033 | Senior Notes | ||
Debt Instrument [Line Items] | ||
Long Term Debt | $ 750,000 | $ 750,000 |
Interest rate | 4.20% | 4.20% |
Senior Notes due 2050 | Senior Notes | ||
Debt Instrument [Line Items] | ||
Long Term Debt | $ 500,000 | $ 500,000 |
Interest rate | 3.05% | 3.05% |
Senior Notes due 2052 | Senior Notes | ||
Debt Instrument [Line Items] | ||
Long Term Debt | $ 850,000 | $ 850,000 |
Interest rate | 2.95% | 2.95% |
Notes Payable to Sellers and Other Third Parties | ||
Debt Instrument [Line Items] | ||
Long Term Debt | $ 36,049 | $ 37,232 |
Notes Payable to Sellers and Other Third Parties | Minimum | ||
Debt Instrument [Line Items] | ||
Interest rate | 2.42% | |
Notes Payable to Sellers and Other Third Parties | Maximum | ||
Debt Instrument [Line Items] | ||
Interest rate | 10.35% |
Long-Term Debt - Credit Agreeme
Long-Term Debt - Credit Agreement Schedule (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Revolving Credit Facility | Credit Agreement | ||
Debt Instrument [Line Items] | ||
Available | $ 1,159,902 | $ 1,193,502 |
Amount drawn | $ 650,587 | $ 614,705 |
Commitment - rate applicable | 0.09% | 0.09% |
Revolving Credit Facility | Credit Agreement | Canadian Bankers Acceptance Loan | ||
Debt Instrument [Line Items] | ||
Amount drawn | $ 210,587 | $ 223,705 |
Interest rate applicable | 5.92% | 5.74% |
Revolving Credit Facility | Credit Agreement 1 [Member] | SOFR | ||
Debt Instrument [Line Items] | ||
Amount drawn | $ 280,000 | $ 391,000 |
Interest rate applicable | 5.77% | 5.42% |
Revolving Credit Facility | Credit Agreement 2 [Member] | SOFR | ||
Debt Instrument [Line Items] | ||
Amount drawn | $ 100,000 | $ 0 |
Interest rate applicable | 5.78% | 0% |
Revolving Credit Facility | Credit Agreement 3 [Member] | SOFR | ||
Debt Instrument [Line Items] | ||
Amount drawn | $ 60,000 | $ 0 |
Interest rate applicable | 5.91% | 0% |
Letter of Credit | Credit Agreement | ||
Debt Instrument [Line Items] | ||
Letter of credit | $ 39,511 | $ 41,793 |
Term Loan Facility | Credit Agreement | SOFR | ||
Debt Instrument [Line Items] | ||
Amount drawn | $ 650,000 | $ 650,000 |
Interest rate applicable | 5.77% | 5.42% |
Long-Term Debt - Credit Agree_2
Long-Term Debt - Credit Agreement Narrative (Details) $ in Thousands | Mar. 31, 2023 USD ($) |
Letter of Credit [Member] | Other Facilities Not Affiliated With Credit Agreement [Member] | |
Debt Instrument [Line Items] | |
Letter of credit | $ 85,120 |
Segment Reporting - Narrative (
Segment Reporting - Narrative (Details) | 3 Months Ended |
Mar. 31, 2023 segment | |
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 | 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. |
Number of operating segments | 5 |
Number of reportable segments | 5 |
Segment Reporting - Summary of
Segment Reporting - Summary of Financial Information of Reportable Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | ||
Segment Reporting Information [Line Items] | ||||
Revenue | $ 1,900,503 | $ 1,646,255 | ||
Segment EBITDA | [1] | 559,895 | 493,323 | |
Total assets | 17,227,094 | $ 17,134,603 | ||
Intercompany Revenue [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | [2] | (272,370) | (223,261) | |
Reportable Segments [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 2,172,873 | 1,869,516 | ||
Segment EBITDA | 562,349 | 498,025 | ||
Eastern [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 491,418 | 421,597 | ||
Segment EBITDA | [1] | 119,980 | 107,788 | |
Eastern [Member] | Intercompany Revenue [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | [2] | (96,815) | (77,658) | |
Eastern [Member] | Reportable Segments [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 588,233 | 499,255 | ||
Southern [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 447,040 | 387,064 | ||
Segment EBITDA | [1] | 133,271 | 108,610 | |
Southern [Member] | Intercompany Revenue [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | [2] | (56,544) | (44,284) | |
Southern [Member] | Reportable Segments [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 503,584 | 431,348 | ||
Western [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 410,003 | 346,710 | ||
Segment EBITDA | [1] | 116,301 | 104,747 | |
Western [Member] | Intercompany Revenue [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | [2] | (49,000) | (42,918) | |
Western [Member] | Reportable Segments [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 459,003 | 389,628 | ||
Central [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 324,886 | 276,177 | ||
Segment EBITDA | [1] | 109,813 | 92,036 | |
Central [Member] | Intercompany Revenue [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | [2] | (43,497) | (32,893) | |
Central [Member] | Reportable Segments [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 368,383 | 309,070 | ||
Canada [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 227,156 | 214,707 | ||
Segment EBITDA | [1] | 82,984 | 84,844 | |
Canada [Member] | Intercompany Revenue [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | [2] | (26,514) | (25,508) | |
Canada [Member] | Reportable Segments [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 253,670 | 240,215 | ||
Corporate [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | ||||
Segment EBITDA | [1] | $ (2,454) | (4,702) | |
Corporate [Member] | Intercompany Revenue [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | [2] | |||
Corporate [Member] | Reportable Segments [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | ||||
[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. 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. |
10-Q - Segment Reporting - Tota
10-Q - Segment Reporting - Total Assets for Reportable Segments (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Segment Reporting [Abstract] | ||
Assets | $ 17,227,094 | $ 17,134,603 |
Segment Reporting - Changes in
Segment Reporting - Changes in Goodwill by Reportable Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Goodwill [Line Items] | ||
Goodwill, Beginning Balance | $ 6,902,297 | $ 6,187,643 |
Goodwill acquired | 37,823 | 212,047 |
Goodwill acquisition adjustments | (970) | 2,554 |
Impact of changes in foreign currency | 1,417 | 25,519 |
Goodwill, Ending Balance | 6,940,567 | 6,427,763 |
Eastern [Member] | ||
Goodwill [Line Items] | ||
Goodwill, Beginning Balance | 1,805,283 | 1,607,723 |
Goodwill acquired | 6,722 | 85,868 |
Goodwill acquisition adjustments | 0 | 0 |
Impact of changes in foreign currency | 0 | |
Goodwill, Ending Balance | 1,812,005 | 1,693,591 |
Southern [Member] | ||
Goodwill [Line Items] | ||
Goodwill, Beginning Balance | 1,679,091 | 1,588,467 |
Goodwill acquired | 0 | |
Goodwill acquisition adjustments | (681) | (97) |
Impact of changes in foreign currency | 0 | |
Goodwill, Ending Balance | 1,678,410 | 1,588,370 |
Western [Member] | ||
Goodwill [Line Items] | ||
Goodwill, Beginning Balance | 768,843 | 539,732 |
Goodwill acquired | 30,703 | |
Goodwill acquisition adjustments | 0 | 2,651 |
Impact of changes in foreign currency | 0 | |
Goodwill, Ending Balance | 799,546 | 542,383 |
Central [Member] | ||
Goodwill [Line Items] | ||
Goodwill, Beginning Balance | 964,410 | 892,209 |
Goodwill acquired | 398 | 2,795 |
Goodwill acquisition adjustments | 0 | 0 |
Impact of changes in foreign currency | 0 | |
Goodwill, Ending Balance | 964,808 | 895,004 |
Canada [Member] | ||
Goodwill [Line Items] | ||
Goodwill, Beginning Balance | 1,684,670 | 1,559,512 |
Goodwill acquired | 0 | 123,384 |
Goodwill acquisition adjustments | (289) | 0 |
Impact of changes in foreign currency | 1,417 | 25,519 |
Goodwill, Ending Balance | $ 1,685,798 | $ 1,708,415 |
Segment Reporting - Property an
Segment Reporting - Property and Equipment in US and Canada (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Segment Reporting [Abstract] | ||
Property and equipment | $ 6,956,620 | $ 6,950,915 |
Segment Reporting - Reconciliat
Segment Reporting - Reconciliation of Segment EBITDA to Income Before Income Tax Provision (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | ||
Segment EBITDA | [1] | $ 559,895 | $ 493,323 |
Depreciation | (204,059) | (179,950) | |
Amortization of intangibles | (39,282) | (37,635) | |
Impairments and other operating items | (1,865) | (1,878) | |
Interest expense | (68,353) | (41,324) | |
Interest income | 2,715 | 137 | |
Other income (expense), net | 3,174 | (3,466) | |
Income before income tax provision | 252,225 | 229,207 | |
Reportable Segments [Member] | |||
Segment EBITDA | 562,349 | 498,025 | |
Eastern [Member] | |||
Segment EBITDA | [1] | 119,980 | 107,788 |
Southern [Member] | |||
Segment EBITDA | [1] | 133,271 | 108,610 |
Western [Member] | |||
Segment EBITDA | [1] | 116,301 | 104,747 |
Central [Member] | |||
Segment EBITDA | [1] | 109,813 | 92,036 |
Canada [Member] | |||
Segment EBITDA | [1] | 82,984 | 84,844 |
Corporate [Member] | |||
Segment EBITDA | [1] | $ (2,454) | $ (4,702) |
[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. |
(10-K22 - Summary of Significan
(10-K22 - Summary of Significant Accounting Policies - ) Derivative Financial Instruments - Interest Rate Swaps (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2023 USD ($) agreement | |
Derivative [Line Items] | |
Number of interest rate swap agreements | agreement | 4 |
Interest Rate Swap One [Member] | |
Derivative [Line Items] | |
Date entered | 2017-08 |
Notional amount | $ 200,000 |
Fixed interest rate paid | 2.123% |
Variable interest rate received | 1-month Term SOFR |
Effective date | 2022-11 |
Expiration date | 2025-10 |
Interest Rate Swap Two [Member] | |
Derivative [Line Items] | |
Date entered | 2018-06 |
Notional amount | $ 200,000 |
Fixed interest rate paid | 2.848% |
Variable interest rate received | 1-month Term SOFR |
Effective date | 2022-11 |
Expiration date | 2025-10 |
Interest Rate Swap Three [Member] | |
Derivative [Line Items] | |
Date entered | 2018-06 |
Notional amount | $ 200,000 |
Fixed interest rate paid | 2.8284% |
Variable interest rate received | 1-month Term SOFR |
Effective date | 2022-11 |
Expiration date | 2025-10 |
Interest Rate Swap Four [Member] | |
Derivative [Line Items] | |
Date entered | 2018-12 |
Notional amount | $ 200,000 |
Fixed interest rate paid | 2.7715% |
Variable interest rate received | 1-month Term SOFR |
Effective date | 2022-11 |
Expiration date | 2027-07 |
(10-K22 - Summary of Signific_2
(10-K22 - Summary of Significant Accounting Policies - ) Derivative Financial Instruments - FV of Cash Flow Hedges (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | ||
Derivatives, Fair Value [Line Items] | ||||
Derivatives designated as cash flow hedges, asset derivatives | $ 24,427 | $ 31,807 | ||
Interest Rate Swap [Member] | Prepaid Expenses and Other Current Assets [Member] | ||||
Derivatives, Fair Value [Line Items] | ||||
Derivatives designated as cash flow hedges, asset derivatives | 14,872 | [1] | 17,906 | [2] |
Interest Rate Swap [Member] | Other Assets [Member] | ||||
Derivatives, Fair Value [Line Items] | ||||
Derivatives designated as cash flow hedges, asset derivatives | $ 9,555 | $ 13,901 | ||
[1] Represents the estimated amount of the existing unrealized gains on interest rate swaps at March 31, 2023 (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. In accordance with the derivatives and hedging guidance, the changes in fair values of interest rate swaps 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, all unrealized changes in fair value are recorded in AOCIL. |
Derivative Financial Instrume_3
Derivative Financial Instruments - Cash Flow Hedges Impact on Financial Results (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | ||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of Gain or (Loss) Recognized as AOCIL on Derivatives, Net of Tax | $ 2,425 | $ (32,854) | |
Amounts reclassified into earnings, net of taxes | (2,999) | 3,491 | |
Interest Rate Swap [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of Gain or (Loss) Recognized as AOCIL on Derivatives, Net of Tax | 2,425 | (32,854) | |
Amounts reclassified into earnings, net of taxes | (2,999) | 3,491 | |
Cash Flow Hedging [Member] | Interest Expense [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amounts reclassified into earnings, net of taxes | [1] | (2,999) | 3,491 |
Cash Flow Hedging [Member] | Interest Rate Swap [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of Gain or (Loss) Recognized as AOCIL on Derivatives, Net of Tax | [2] | $ 2,425 | $ 32,854 |
[1] 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. In accordance with the derivatives and hedging guidance, the changes in fair values of interest rate swaps 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, all unrealized changes in fair value are recorded in AOCIL. |
10-K Fair Value of Financial In
10-K Fair Value of Financial Instruments - Level 3 Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Fair Value [Abstract] | ||
Beginning balance | $ 81,415 | $ 94,308 |
Contingent consideration recorded at acquisition date | 6,000 | 5,000 |
Payment of contingent consideration recorded at acquisition date | (1,319) | (3,571) |
Adjustments to contingent consideration | (637) | (52) |
Interest accretion expense | 363 | 353 |
Ending balance | $ 85,822 | $ 96,038 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Carrying Values and Fair Values of Debt Instruments (Details) - Senior Notes [Member] - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | |
Senior Notes due 2028 | |||
Debt Instrument [Line Items] | |||
Carrying value of senior notes | $ 500,000 | $ 500,000 | |
Fair value of senior notes | [1] | $ 491,500 | $ 470,850 |
Interest rate | 4.25% | 4.25% | |
Senior Notes due 2029 | |||
Debt Instrument [Line Items] | |||
Carrying value of senior notes | $ 500,000 | $ 500,000 | |
Fair value of senior notes | [1] | $ 466,350 | $ 457,650 |
Interest rate | 3.50% | 3.50% | |
Senior Notes due 2030 | |||
Debt Instrument [Line Items] | |||
Carrying value of senior notes | $ 600,000 | $ 600,000 | |
Fair value of senior notes | [1] | $ 525,060 | $ 510,540 |
Interest rate | 2.60% | 2.60% | |
Senior Notes due 2032 | |||
Debt Instrument [Line Items] | |||
Carrying value of senior notes | $ 650,000 | $ 650,000 | |
Fair value of senior notes | [1] | $ 529,490 | $ 514,540 |
Interest rate | 2.20% | 2.20% | |
New Senior Notes due 2032 | |||
Debt Instrument [Line Items] | |||
Carrying value of senior notes | $ 500,000 | $ 500,000 | |
Fair value of senior notes | [1] | $ 444,800 | $ 429,000 |
Interest rate | 3.20% | 3.20% | |
Senior Notes due 2033 | |||
Debt Instrument [Line Items] | |||
Carrying value of senior notes | $ 750,000 | $ 750,000 | |
Fair value of senior notes | [1] | $ 718,275 | $ 699,450 |
Interest rate | 4.20% | 4.20% | |
Senior Notes due 2050 | |||
Debt Instrument [Line Items] | |||
Carrying value of senior notes | $ 500,000 | $ 500,000 | |
Fair value of senior notes | [1] | $ 341,300 | $ 343,300 |
Interest rate | 3.05% | 3.05% | |
Senior Notes due 2052 | |||
Debt Instrument [Line Items] | |||
Carrying value of senior notes | $ 850,000 | $ 850,000 | |
Fair value of senior notes | [1] | $ 570,435 | $ 561,425 |
Interest rate | 2.95% | 2.95% | |
[1] Senior Notes are classified as Level 2 within the fair value hierarchy. Fair value inputs include third-party calculations of the market interest rate of notes with similar ratings in similar industries over the remaining note terms. |
10-K Fair Value of Financial _2
10-K Fair Value of Financial Instruments - Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Restricted cash | $ 106,625 | $ 102,727 |
Fair Value, Measurements, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Restricted cash | 106,625 | 102,727 |
Restricted investments | 72,784 | 66,402 |
Contingent consideration | (85,822) | (81,415) |
Fair Value, Measurements, Recurring [Member] | Interest Rate Swap [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative instrument - net | 24,427 | 31,807 |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Restricted cash | 106,625 | 102,727 |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Restricted investments | 72,784 | 66,402 |
Fair Value, Measurements, Recurring [Member] | 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 | 24,427 | 31,807 |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration | $ (85,822) | $ (81,415) |
Net Income Per Share Informat_3
Net Income Per Share Information - Basic and Diluted Net Income Per Common Share (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Numerator: | ||
Net income attributable to Waste Connections for basic and diluted earnings per share | $ 197,813 | $ 180,324 |
Denominator: | ||
Basic shares outstanding | 257,372,942 | 258,946,933 |
Dilutive effect of equity-based awards | 616,029 | 614,050 |
Diluted shares outstanding | 257,988,971 | 259,560,983 |
Fair Value Measurements (Assets
Fair Value Measurements (Assets and Liabilities Measured at Fair Value on Recurring Basis) (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Restricted cash | $ 106,625 | $ 102,727 |
Fair Value, Measurements, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Restricted cash | 106,625 | 102,727 |
Restricted investments | 72,784 | 66,402 |
Contingent consideration | (85,822) | (81,415) |
Fair Value, Measurements, Recurring [Member] | Interest Rate Swap [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative instrument - net | 24,427 | 31,807 |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Restricted cash | 106,625 | 102,727 |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Restricted investments | 72,784 | 66,402 |
Fair Value, Measurements, Recurring [Member] | 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 | 24,427 | 31,807 |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration | $ (85,822) | $ (81,415) |
Fair Value Measurements (Fair V
Fair Value Measurements (Fair Value for Level 3 Liabilities) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Fair Value [Abstract] | ||
Beginning balance | $ 81,415 | $ 94,308 |
Contingent consideration recorded at acquisition date | 6,000 | 5,000 |
Payment of contingent consideration recorded at acquisition date | (1,319) | (3,571) |
Adjustments to contingent consideration | (637) | (52) |
Interest accretion expense | 363 | 353 |
Ending balance | $ 85,822 | $ 96,038 |
Other Comprehensive Income (L_3
Other Comprehensive Income (Loss) (Components of Other Comprehensive Income (Loss)) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Amounts reclassified into earnings, net of taxes | $ (2,999) | $ 3,491 |
Amount of Gain or (Loss) Recognized as AOCIL on Derivatives, Net of Tax | (2,425) | 32,854 |
Foreign currency translation adjustment, gross | 1,682 | 34,429 |
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax, Total | 1,682 | 34,429 |
Other Comprehensive Income (Loss), before Tax | (5,697) | 83,878 |
Other Comprehensive Income (Loss), Tax | 1,955 | (13,104) |
Other comprehensive income (loss), net of tax | (3,742) | 70,774 |
Accumulated Other Comprehensive Income (Loss) [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Amounts reclassified into earnings, net of taxes | (2,999) | 3,491 |
Amount of Gain or (Loss) Recognized as AOCIL on Derivatives, Net of Tax | (2,425) | 32,854 |
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax, Total | 1,682 | 34,429 |
Interest Rate Swap [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Interest rate swap amounts reclassified into interest expense | (4,080) | 4,750 |
Amounts reclassified, tax | 1,081 | (1,259) |
Amounts reclassified into earnings, net of taxes | (2,999) | 3,491 |
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), before Reclassification and Tax | (3,299) | 44,699 |
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), before Reclassification, Tax | 874 | (11,845) |
Amount of Gain or (Loss) Recognized as AOCIL on Derivatives, Net of Tax | $ (2,425) | $ 32,854 |
10-K - Other Comprehensive Inco
10-K - Other Comprehensive Income (Loss) (Components of Other Comprehensive Income (Loss)) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Other Comprehensive Income (Loss) [Abstract] | ||
Foreign currency translation adjustment, gross | $ 1,682 | $ 34,429 |
Foreign currency translation adjustment, net | $ 1,682 | $ 34,429 |
10-K - Other Comprehensive In_2
10-K - Other Comprehensive Income (Loss) - Components of Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Amount of Gain or (Loss) Recognized from AOCIL into Earnings, Net of Tax | $ 2,999 | $ (3,491) |
Amount of Gain or (Loss) Recognized as AOCIL on Derivatives, Net of Tax | (2,425) | 32,854 |
Foreign currency translation adjustment, gross | 1,682 | 34,429 |
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax, Total | 1,682 | 34,429 |
Other Comprehensive Income (Loss), before Tax | (5,697) | 83,878 |
Other Comprehensive Income (Loss), Tax | (1,955) | 13,104 |
Other comprehensive income (loss), net of tax | (3,742) | 70,774 |
Accumulated Other Comprehensive Income (Loss) [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Amount of Gain or (Loss) Recognized from AOCIL into Earnings, Net of Tax | 2,999 | (3,491) |
Amount of Gain or (Loss) Recognized as AOCIL on Derivatives, Net of Tax | (2,425) | 32,854 |
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax, Total | 1,682 | 34,429 |
Interest Rate Swap [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Interest rate swap amounts reclassified into interest expense | (4,080) | 4,750 |
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), Reclassification, Tax | (1,081) | 1,259 |
Amount of Gain or (Loss) Recognized from AOCIL into Earnings, Net of Tax | 2,999 | (3,491) |
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), before Reclassification and Tax | (3,299) | 44,699 |
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), before Reclassification, Tax | 874 | (11,845) |
Amount of Gain or (Loss) Recognized as AOCIL on Derivatives, Net of Tax | $ (2,425) | $ 32,854 |
Other Comprehensive Income (L_4
Other Comprehensive Income (Loss) (Amounts Included in Accumulated Other Comprehensive Income (Loss)) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Components of Other Comprehensive Income (Loss) [Line Items] | ||
Stockholders' Equity Attributable to Parent, Beginning Balance | $ 7,108,698 | |
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax | 1,682 | $ 34,429 |
Stockholders' Equity Attributable to Parent, Ending Balance | 7,233,995 | |
Foreign currency translation adjustment | 1,682 | 34,429 |
Accumulated Other Comprehensive Income (Loss) [Member] | ||
Components of Other Comprehensive Income (Loss) [Line Items] | ||
Stockholders' Equity Attributable to Parent, Beginning Balance | (56,830) | 39,584 |
Amounts reclassified into earnings | (2,999) | (3,491) |
Change in fair value | (2,425) | 32,854 |
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax | 1,682 | 34,429 |
Stockholders' Equity Attributable to Parent, Ending Balance | (60,572) | 110,358 |
Foreign currency translation adjustment | 1,682 | 34,429 |
Accumulated Gain (Loss), Net, Cash Flow Hedge, Parent [Member] | Interest Rate Swap [Member] | ||
Components of Other Comprehensive Income (Loss) [Line Items] | ||
Stockholders' Equity Attributable to Parent, Beginning Balance | 23,378 | (37,544) |
Amounts reclassified into earnings | (2,999) | (3,491) |
Change in fair value | (2,425) | 32,854 |
Stockholders' Equity Attributable to Parent, Ending Balance | 17,954 | (1,199) |
Accumulated Gain (Loss), Net, Cash Flow Hedge, Parent [Member] | Foreign Currency Translation Adjustment [Member] | ||
Components of Other Comprehensive Income (Loss) [Line Items] | ||
Stockholders' Equity Attributable to Parent, Beginning Balance | (80,208) | 77,128 |
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax | 1,682 | 34,429 |
Stockholders' Equity Attributable to Parent, Ending Balance | (78,526) | 111,557 |
Foreign currency translation adjustment | $ 1,682 | $ 34,429 |
10-K - Other Comprehensive In_3
10-K - Other Comprehensive Income (Loss) (Amounts Included in Accumulated Other Comprehensive Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Other Comprehensive Income (Loss) [Abstract] | ||
Foreign currency translation adjustment | $ 1,682 | $ 34,429 |
10-K - Other Comprehensive In_4
10-K - Other Comprehensive Income (Loss) - Amounts Included in Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Components of Other Comprehensive Income (Loss) [Line Items] | ||
Stockholders' Equity Attributable to Parent, Beginning Balance | $ 7,108,698 | |
Foreign currency translation adjustment | 1,682 | $ 34,429 |
Stockholders' Equity Attributable to Parent, Ending Balance | 7,233,995 | |
Accumulated Other Comprehensive Income (Loss) [Member] | ||
Components of Other Comprehensive Income (Loss) [Line Items] | ||
Stockholders' Equity Attributable to Parent, Beginning Balance | (56,830) | 39,584 |
Amounts reclassified into earnings | (2,999) | (3,491) |
Change in fair value | (2,425) | 32,854 |
Foreign currency translation adjustment | 1,682 | 34,429 |
Stockholders' Equity Attributable to Parent, Ending Balance | (60,572) | 110,358 |
Accumulated Gain (Loss), Net, Cash Flow Hedge, Parent [Member] | Interest Rate Swap [Member] | ||
Components of Other Comprehensive Income (Loss) [Line Items] | ||
Stockholders' Equity Attributable to Parent, Beginning Balance | 23,378 | (37,544) |
Amounts reclassified into earnings | (2,999) | (3,491) |
Change in fair value | (2,425) | 32,854 |
Stockholders' Equity Attributable to Parent, Ending Balance | 17,954 | (1,199) |
Accumulated Gain (Loss), Net, Cash Flow Hedge, Parent [Member] | Foreign Currency Translation Adjustment [Member] | ||
Components of Other Comprehensive Income (Loss) [Line Items] | ||
Stockholders' Equity Attributable to Parent, Beginning Balance | (80,208) | 77,128 |
Foreign currency translation adjustment | 1,682 | 34,429 |
Stockholders' Equity Attributable to Parent, Ending Balance | $ (78,526) | $ 111,557 |
Shareholders' Equity - Narrativ
Shareholders' Equity - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 7 Months Ended | 72 Months Ended | |||
Nov. 30, 2022 | Oct. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Jul. 31, 2022 | Dec. 31, 2016 | Dec. 31, 2022 | Jul. 26, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Issuance of shares under employee share purchase plan | $ 1,841 | $ 1,554 | ||||||
Issuance of shares under employee share purchase plan, shares | 14,594 | 12,015 | ||||||
Average daily trading volume during period | 343,825 | |||||||
Repurchase of common stock (shares) | 0 | 3,388,155 | ||||||
Aggregate cost of stock repurchased | $ 424,999 | |||||||
Aggregate cost of common stock repurchase | ||||||||
Maximum remaining number of shares available for repurchase | 12,859,066 | |||||||
Maximum number of shares authorized for repurchase | 12,859,066 | |||||||
Share repurchase plan expiration date | Aug. 09, 2023 | |||||||
Daily repurchase of shares, maximum | 85,956 | |||||||
Daily Shares Repurchase (as percentage) | 25% | |||||||
Cash dividend per share | $ 0.255 | $ 0.23 | $ 0.255 | $ 0.230 | ||||
Cash dividend per common share, increase | $ 0.025 | |||||||
Cash dividends on common stock | $ 65,788 | $ 59,391 | ||||||
2020 Employee Share Purchase Plan | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Minimum percent of eligible compensation to purchase shares | 1% | |||||||
Maximum percent of eligible compensation to purchase shares | 10% | |||||||
Maximum number of share authorized to be issued under plan | 1,000,000 | |||||||
Minimum | 2020 Employee Share Purchase Plan | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Exercise price percentage of closing price of common shares | 85% | |||||||
Maximum | 2020 Employee Share Purchase Plan | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Exercise price percentage of closing price of common shares | 95% | |||||||
Restricted Stock Units (RSUs) | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Weighted average grant-date fair value of award | $ 133.46 | |||||||
Units granted in period | 403,026 | |||||||
Vested deferred RSUs outstanding | 62,201 | 81,712 | ||||||
Restricted Stock Units (RSUs) | Progressive Waste Solutions Ltd. | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Units granted in period | 0 | 0 | 0 | |||||
Performance Shares | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Weighted average grant-date fair value of award | $ 133.30 | |||||||
Units granted in period | 105,581 | |||||||
Performance Shares | 2023 Performance-Based Restricted Share Units, Plan One | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting period of award | 3 years | |||||||
Performance period end date | Dec. 31, 2025 | |||||||
Employee Stock Option | Progressive Waste Solutions Ltd. | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Options granted in period | 0 | 0 | 0 | |||||
Deferred Share Units | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Weighted average grant-date fair value of award | $ 136.47 | |||||||
Units granted in period | 3,945 | |||||||
Vested deferred RSUs outstanding | 30,481 | 26,536 | ||||||
Progressive Waste Solutions Ltd. | Restricted Stock Units (RSUs) | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vested deferred RSUs outstanding | 52,026 | 57,829 |
Shareholders' Equity - Restrict
Shareholders' Equity - Restricted Share Units (RSUs) Activity Schedule (Details) | 3 Months Ended |
Mar. 31, 2023 shares | |
Restricted Stock Units (RSUs) | |
Unvested shares | |
Outstanding, shares at beginning | 955,999 |
Granted | 403,026 |
Forfeited | (13,835) |
Vested and issued | (325,490) |
Outstanding at ending | 62,201 |
Outstanding, shares at ending | 1,019,700 |
Performance Shares | |
Unvested shares | |
Outstanding, shares at beginning | 341,850 |
Granted | 105,581 |
Vested and issued | (140,498) |
Outstanding, shares at ending | 306,933 |
Progressive Waste Solutions Ltd. | Restricted Stock Units (RSUs) | |
Unvested shares | |
Outstanding at beginning | 57,829 |
Cash settled | (5,803) |
Outstanding at ending | 52,026 |
Shareholders' Equity - Summary
Shareholders' Equity - Summary of Warrant and Deferred Share Unit Activity (Details) - Deferred Share Units [Member] | 3 Months Ended |
Mar. 31, 2023 shares | |
Warrant | |
Outstanding at beginning | 26,536 |
Granted | 3,945 |
Outstanding at ending | 30,481 |
10-K - Shareholders' Equity (Re
10-K - Shareholders' Equity (Restricted Stock Units Activity) (Details) | 3 Months Ended |
Mar. 31, 2023 $ / shares shares | |
Restricted Stock Units (RSUs) [Member] | |
Schedule of Share based Compensation Arrangements by Share based Payment Award, Equity Instruments, Other Than Options, Restricted Stock Units [Line Items] | |
Stock units granted | shares | 403,026 |
Weighted average grant-date fair value of award | $ / shares | $ 133.46 |
Performance Shares [Member] | |
Schedule of Share based Compensation Arrangements by Share based Payment Award, Equity Instruments, Other Than Options, Restricted Stock Units [Line Items] | |
Stock units granted | shares | 105,581 |
Weighted average grant-date fair value of award | $ / shares | $ 133.30 |
Deferred Share Units [Member] | |
Schedule of Share based Compensation Arrangements by Share based Payment Award, Equity Instruments, Other Than Options, Restricted Stock Units [Line Items] | |
Stock units granted | shares | 3,945 |
Weighted average grant-date fair value of award | $ / shares | $ 136.47 |
Shareholders' Equity - Summar_2
Shareholders' Equity - Summary of Vesting Activity Related to Restricted Share Units (Details) - Restricted Stock Units (RSUs) [Member] | 3 Months Ended |
Mar. 31, 2023 shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Vested over remaining service period | 325,490 |
Forfeited | (13,835) |
Progressive Waste Solutions Ltd. [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Cash settled | (5,803) |
10-K - Shareholders' Equity (Su
10-K - Shareholders' Equity (Summary of Activity Related to Restricted Stock Units) (Details) | 3 Months Ended |
Mar. 31, 2023 $ / shares shares | |
Restricted Stock Units (RSUs) [Member] | |
Unvested shares | |
Outstanding, shares at beginning | 955,999 |
Granted | 403,026 |
Forfeited | (13,835) |
Vested and issued | 325,490 |
Outstanding at ending | 62,201 |
Outstanding, shares at ending | 1,019,700 |
Weighted-Average Grant Date Fair Value Per Share | |
Granted | $ / shares | $ 133.46 |
Performance Shares [Member] | |
Unvested shares | |
Outstanding, shares at beginning | 341,850 |
Granted | 105,581 |
Vested and issued | 140,498 |
Outstanding, shares at ending | 306,933 |
Weighted-Average Grant Date Fair Value Per Share | |
Granted | $ / shares | $ 133.30 |
Deferred Share Units [Member] | |
Unvested shares | |
Outstanding at beginning | 26,536 |
Granted | 3,945 |
Outstanding at ending | 30,481 |
Weighted-Average Grant Date Fair Value Per Share | |
Granted | $ / shares | $ 136.47 |
Progressive Waste Solutions Ltd. [Member] | Restricted Stock Units (RSUs) [Member] | |
Unvested shares | |
Outstanding at beginning | 57,829 |
Cash settled | (5,803) |
Outstanding at ending | 52,026 |
10-K - Shareholders' Equity - S
10-K - Shareholders' Equity - Summary of Stock Option Activity and Related Information (Details) - Progressive Waste Solutions Ltd. [Member] | Mar. 31, 2023 shares |
Number of Shares (Options) | |
Outstanding at beginning | 43,570 |
Outstanding at ending | 43,570 |
10-K - Shareholders' Equity (_2
10-K - Shareholders' Equity (Summary of Vesting Activity Related to Restricted Share Units) (Details) - Restricted Stock Units (RSUs) [Member] | 3 Months Ended |
Mar. 31, 2023 shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Forfeited | (13,835) |
Progressive Waste Solutions Ltd. [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Cash settled | (5,803) |
10-K - Shareholders' Equity (_3
10-K - Shareholders' Equity (Summary of Stock Option Activity and Related Information) (Details) - Progressive Waste Solutions Ltd. [Member] | Mar. 31, 2023 shares |
Number of Shares (Options) | |
Outstanding at beginning | 43,570 |
Outstanding at ending | 43,570 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) T in Millions | 7 Months Ended | 12 Months Ended | ||||
Aug. 10, 2018 USD ($) | Jul. 17, 2018 USD ($) | Mar. 06, 2018 USD ($) | Jul. 25, 2017 USD ($) | Dec. 31, 2022 T | Mar. 31, 2023 USD ($) | |
Contingencies And Commitments [Line Items] | ||||||
Threshold used for disclosing environmental matters involving potential monetary sanctions | $ 1,000,000 | |||||
Bridge and Thoroughfare Fee [Member] | ||||||
Contingencies And Commitments [Line Items] | ||||||
Loss contingency amount sought | $ 11,600,000 | $ 83,000 | $ 11,600,000 | |||
Noncompliance fee | $ 750 | |||||
Chiquita Canyon, LLC [Member] | ||||||
Contingencies And Commitments [Line Items] | ||||||
Annual tons of waste accepted at landfill | T | 2.6 | |||||
Estimate of total new fees and other new taxes over the life of the conditional use permit | $ 300,000,000 | |||||
Penalties [Member] | Bridge and Thoroughfare Fee [Member] | ||||||
Contingencies And Commitments [Line Items] | ||||||
Fee paid | $ 83,000 | |||||
Fees [Member] | Bridge and Thoroughfare Fee [Member] | ||||||
Contingencies And Commitments [Line Items] | ||||||
Fee paid | $ 750 |
Commitments and Contingencies_2
Commitments and Contingencies - Narrative (Details) T in Millions | 7 Months Ended | 12 Months Ended | ||||
Aug. 10, 2018 USD ($) | Jul. 17, 2018 USD ($) | Mar. 06, 2018 USD ($) | Jul. 25, 2017 USD ($) | Dec. 31, 2022 T | Mar. 31, 2023 USD ($) | |
Contingencies And Commitments [Line Items] | ||||||
Threshold used for disclosing environmental matters involving potential monetary sanctions | $ 1,000,000 | |||||
Bridge and Thoroughfare Fee [Member] | ||||||
Contingencies And Commitments [Line Items] | ||||||
Loss contingency amount sought | $ 11,600,000 | $ 83,000 | $ 11,600,000 | |||
Noncompliance fee | $ 750 | |||||
Chiquita Canyon, LLC [Member] | ||||||
Contingencies And Commitments [Line Items] | ||||||
Annual tons of waste accepted at landfill | T | 2.6 | |||||
Estimate of total new fees and other new taxes over the life of the conditional use permit | $ 300,000,000 | |||||
Penalties [Member] | Bridge and Thoroughfare Fee [Member] | ||||||
Contingencies And Commitments [Line Items] | ||||||
Fee paid | $ 83,000 | |||||
Monthly payment estimate | 83,000 | |||||
Fees [Member] | Bridge and Thoroughfare Fee [Member] | ||||||
Contingencies And Commitments [Line Items] | ||||||
Fee paid | 750 | |||||
Monthly payment estimate | $ 750 |
Subsequent Events (Details)
Subsequent Events (Details) | 3 Months Ended | ||
Apr. 26, 2023 $ / shares | Apr. 01, 2023 segment | Mar. 31, 2023 segment | |
Subsequent Event [Line Items] | |||
Number of Operating Segments | 5 | ||
Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Number of Operating Segments | 6 | ||
Dividends, date of record | May 10, 2023 | ||
Dividends, date to be paid | May 24, 2023 | ||
Dividends per share amount | $ / shares | $ 0.255 | ||
Dividends, declared date | Apr. 26, 2023 |