Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | Apr. 28, 2017 | |
Document Information [Line Items] | ||
Entity Registrant Name | CASELLA WASTE SYSTEMS INC | |
Entity Central Index Key | 911,177 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Trading Symbol | CWST | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 40,891,927 | |
Class B Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 988,200 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 2,226 | $ 2,544 |
Accounts receivable - trade, net of allowance for doubtful accounts $645 and $1,069, respectively | 55,627 | 61,196 |
Refundable income taxes | 618 | 654 |
Prepaid expenses | 7,851 | 7,989 |
Inventory | 5,338 | 4,915 |
Other current assets | 1,075 | 1,290 |
Total current assets | 72,735 | 78,588 |
Property, plant, and equipment, net of accumulated depreciation and amortization of $850,962 and $837,122, respectively | 393,744 | 398,466 |
Goodwill | 119,936 | 119,899 |
Intangible assets, net | 7,472 | 7,696 |
Restricted assets | 1,039 | 1,002 |
Cost method investments | 12,333 | 12,333 |
Other non-current assets | 13,990 | 13,528 |
Total assets | 621,249 | 631,512 |
CURRENT LIABILITIES: | ||
Current maturities of long-term debt and capital leases | 4,669 | 4,686 |
Accounts payable | 40,512 | 44,997 |
Accrued payroll and related expenses | 4,610 | 12,505 |
Accrued interest | 2,413 | 4,654 |
Current accrued capping, closure and post-closure costs | 705 | 668 |
Other accrued liabilities | 16,572 | 14,916 |
Total current liabilities | 69,481 | 82,426 |
Long-term debt and capital leases, less current portion | 503,743 | 503,961 |
Accrued capping, closure and post-closure costs, less current portion | 44,897 | 43,539 |
Deferred income taxes | 6,104 | 6,178 |
Other long-term liabilities | 20,201 | 19,958 |
COMMITMENTS AND CONTINGENCIES | ||
Casella Waste Systems, Inc. stockholders' deficit | ||
Additional paid-in capital | 350,046 | 348,434 |
Accumulated deficit | (373,532) | (373,308) |
Accumulated other comprehensive loss | (86) | (68) |
Total Casella Waste Systems, Inc. stockholders' deficit | (23,153) | (24,526) |
Noncontrolling interests | (24) | (24) |
Total stockholders' deficit | (23,177) | (24,550) |
Total liabilities and stockholders' deficit | 621,249 | 631,512 |
Class A Common Stock | ||
Casella Waste Systems, Inc. stockholders' deficit | ||
Common stock | 409 | 406 |
Class B Common Stock | ||
Casella Waste Systems, Inc. stockholders' deficit | ||
Common stock | $ 10 | $ 10 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) $ in Thousands | Mar. 31, 2017USD ($)Vote$ / sharesshares | Dec. 31, 2016USD ($)Vote$ / sharesshares |
Accounts receivable - trade, allowance for doubtful accounts | $ | $ 645 | $ 1,069 |
Property, plant and equipment, accumulated depreciation and amortization | $ | $ 850,962 | $ 837,122 |
Class A Common Stock | ||
Common stock, par value (in USD per share) | $ / shares | $ 0.01 | $ 0.01 |
Common stock, authorized shares (in shares) | 100,000,000 | 100,000,000 |
Common stock, issued shares (in shares) | 40,892,000 | 40,572,000 |
Common stock, outstanding shares (in shares) | 40,892,000 | 40,572,000 |
Class B Common Stock | ||
Common stock, par value (in USD per share) | $ / shares | $ 0.01 | $ 0.01 |
Common stock, authorized shares (in shares) | 1,000,000 | 1,000,000 |
Common stock, issued shares (in shares) | 988,000 | 988,000 |
Common stock, outstanding shares (in shares) | 988,000 | 988,000 |
Common stock, votes (in votes per share) | Vote | 10 | 10 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Income Statement [Abstract] | ||
Revenues | $ 133,802 | $ 125,432 |
Operating expenses: | ||
Cost of operations | 94,544 | 90,418 |
General and administration | 18,845 | 18,587 |
Depreciation and amortization | 13,849 | 14,453 |
Total operating expenses | 127,238 | 123,458 |
Operating income | 6,564 | 1,974 |
Other expense (income): | ||
Interest income | (69) | (104) |
Interest expense | 6,450 | 10,030 |
Loss (gain) on debt extinguishment | 472 | (48) |
Other income | (81) | (141) |
Other expense, net | 6,772 | 9,737 |
Loss before income taxes | (208) | (7,763) |
Provision (benefit) for income taxes | 16 | (149) |
Net loss | (224) | (7,614) |
Less: Net loss attributable to noncontrolling interests | 0 | (6) |
Net loss attributable to common stockholders | $ (224) | $ (7,608) |
Basic and diluted earnings per share attributable to common stockholders: | ||
Basic and diluted weighted average common shares outstanding (in shares) | 41,584 | 40,996 |
Basic and diluted earnings per common share (in USD per share) | $ (0.01) | $ (0.19) |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (224) | $ (7,614) |
Hedging activity: | ||
Interest rate swap settlements | (44) | 0 |
Interest rate swap amounts reclassified into interest expense | 69 | 0 |
Unrealized loss resulting from changes in fair value of derivative instruments | (66) | 0 |
Other Comprehensive Income (Loss), Available-for-sale Securities Adjustment, before Tax | 23 | (83) |
Other comprehensive loss | (18) | (83) |
Income tax expense related to items of other comprehensive loss | 0 | 0 |
Other comprehensive loss, net of tax | (18) | (83) |
Comprehensive loss | (242) | (7,697) |
Less: Comprehensive loss attributable to noncontrolling interests | 0 | (6) |
Comprehensive loss attributable to common stockholders | $ (242) | $ (7,691) |
CONSOLIDATED STATEMENT OF STOCK
CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT (Unaudited) - 3 months ended Mar. 31, 2017 - USD ($) shares in Thousands, $ in Thousands | Total | Additional Paid-In Capital | Accumulated Deficit | Comprehensive Loss | Noncontrolling Interests | Class A Common Stock | Class A Common StockCommon Stock | Class B Common Stock | Class B Common StockCommon Stock |
Beginning balance at Dec. 31, 2016 | $ (24,550) | $ 348,434 | $ (373,308) | $ (68) | $ (24) | $ 406 | $ 10 | ||
Balance (in shares) at Dec. 31, 2016 | 40,572 | 40,572 | 988 | 988 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net loss | (224) | (224) | 0 | ||||||
Other comprehensive loss | (18) | (18) | |||||||
Issuances of Class A common stock | 358 | 355 | $ 3 | ||||||
Issuances of Class A common stock (in shares) | 320 | ||||||||
Stock-based compensation | 1,257 | 1,257 | |||||||
Ending balance at Mar. 31, 2017 | $ (23,177) | $ 350,046 | $ (373,532) | $ (86) | $ (24) | $ 409 | $ 10 | ||
Balance (in shares) at Mar. 31, 2017 | 40,892 | 40,892 | 988 | 988 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (224) | $ (7,614) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation and amortization | 13,849 | 14,453 |
Depletion of landfill operating lease obligations | 1,764 | 1,950 |
Interest accretion on landfill and environmental remediation liabilities | 965 | 886 |
Amortization of debt issuance costs and discount on long-term debt | 646 | 1,040 |
Stock-based compensation | 1,257 | 722 |
Gain on sale of property and equipment | (84) | (203) |
Loss (gain) on debt extinguishment | 472 | (48) |
Deferred income taxes | (74) | 100 |
Changes in assets and liabilities, net of effects of acquisitions and divestitures: | ||
Accounts receivable | 5,569 | 7,133 |
Accounts payable | (4,485) | (6,112) |
Prepaid expenses, inventories and other assets | (145) | (1,492) |
Accrued expenses and other liabilities | (8,834) | (9,091) |
Net cash provided by operating activities | 10,676 | 1,724 |
Cash Flows from Investing Activities: | ||
Acquisitions, net of cash acquired | (414) | 0 |
Acquisition related additions to property, plant and equipment | (58) | 0 |
Additions to property, plant and equipment | (8,634) | (9,848) |
Payments on landfill operating lease contracts | (977) | (500) |
Proceeds from sale of property and equipment | 84 | 359 |
Net cash used in investing activities | (9,999) | (9,989) |
Cash Flows from Financing Activities: | ||
Proceeds from long-term borrowings | 71,200 | 64,300 |
Principal payments on long-term debt | (71,933) | (57,948) |
Payments of debt issuance costs | (620) | (99) |
Proceeds from the exercise of share based awards | 358 | 0 |
Change in restricted cash | 0 | 1,348 |
Net cash (used in) provided by financing activities | (995) | 7,601 |
Net decrease in cash and cash equivalents | (318) | (664) |
Cash and cash equivalents, beginning of period | 2,544 | 2,312 |
Cash and cash equivalents, end of period | 2,226 | 1,648 |
Cash paid during the period for: | ||
Interest | 8,045 | 16,122 |
Income taxes, net of refunds | $ 54 | $ 101 |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 3 Months Ended |
Mar. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION | BASIS OF PRESENTATION Casella Waste Systems, Inc. (“Parent”), and its consolidated subsidiaries (collectively, “we”, “us” or “our”), is a regional, vertically integrated solid waste services company that provides collection, transfer, disposal, landfill, landfill gas-to-energy, recycling and organics services in the northeastern United States. We market recyclable metals, aluminum, plastics, paper and corrugated cardboard, which have been processed at our recycling facilities, as well as recyclables purchased from third-parties. We manage our solid waste operations on a geographic basis through two regional operating segments, the Eastern and Western regions, each of which provides a full range of solid waste services, and our larger-scale recycling and commodity brokerage operations through our Recycling segment. Organics services, ancillary operations, major account and industrial services, discontinued operations and earnings from equity method investees, as applicable, are included in our Other segment. The accompanying unaudited consolidated financial statements, which include the accounts of the Parent, our wholly-owned subsidiaries and any partially owned entities over which we have a controlling financial interest, have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). All significant intercompany accounts and transactions are eliminated in consolidation. Investments in entities in which we do not have a controlling financial interest are accounted for under either the equity method or the cost method of accounting, as appropriate. Our significant accounting policies are more fully discussed in Item 8 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2016 , which was filed with the SEC on March 2, 2017. Preparation of our consolidated financial statements in accordance with GAAP requires management to make certain estimates and assumptions. These estimates and assumptions affect the accounting for and recognition and disclosure of assets, liabilities, equity, revenues and expenses. We must make these estimates and assumptions because certain information that we use is dependent on future events, cannot be calculated with a high degree of precision given the available data, or simply cannot be readily calculated. In the opinion of management, these consolidated financial statements include all adjustments, which include normal recurring and nonrecurring adjustments, necessary for a fair presentation of the financial position, results of operations and cash flows for the periods presented. The results for the three months ended March 31, 2017 may not be indicative of the results for any other interim period or the entire fiscal year. The consolidated financial statements presented herein should be read in conjunction with our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016 . Subsequent Events We have evaluated subsequent events or transactions that have occurred after the consolidated balance sheet date of March 31, 2017 through the date of filing of the consolidated financial statements with the SEC on this Quarterly Report on Form 10-Q. We have determined that, except as disclosed, there are no subsequent events that require disclosure in this Quarterly Report on Form 10-Q. |
ACCOUNTING CHANGES
ACCOUNTING CHANGES | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Changes and Error Corrections [Abstract] | |
ACCOUNTING CHANGES | ACCOUNTING CHANGES A table providing a brief description of recent Accounting Standards Updates (“ASU”) to the Accounting Standards Codification (“ASC”) issued by the Financial Accounting Standards Board (“FASB”) that may have a material effect on our consolidated financial statements upon adoption follows: Standard Description Effect on the Financial Statements or Other Significant Matters Accounting standards that are pending adoption ASU 2017-04: Intangibles - Goodwill and Other (Topic 350) Requires that when an entity is performing its annual, or interim, goodwill impairment test, it should compare the fair value of the reporting unit with its carrying amount when calculating its impairment charge, noting that the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. Additionally, if applicable, an entity should consider income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when calculating its impairment charge. As of December 31, 2016, we did not record a goodwill impairment charge related to our annual goodwill impairment test. Furthermore, at that time the fair value of each reporting unit exceeded its respective carrying value. If the carrying value of any of these reporting units exceeds the fair value when we perform a goodwill impairment test, we would record an impairment change equal to the amount by which the carrying value exceeds its fair value. This guidance is effective January 1, 2020 with early adoption permitted for interim or annual goodwill impairment tests performed after January 1, 2017. ASU 2016-02: Leases (Topic 842) Requires that a lessee recognize at the commencement date: a lease liability, which is the obligation of the lessee to make lease payments arising from a lease, measured on a discounted basis; and a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. We are currently assessing the provisions of this guidance and evaluating the timing and impact the guidance will have on our consolidated financial statements and related disclosures. We are also in the process of aggregating operating lease documentation for review. The adoption of this ASU primarily impacts the balance sheet through the recognition of a right-of-use asset and a lease liability for all leases with terms in excess of 12 months and currently classified as operating leases. This guidance is effective January 1, 2019 using a modified retrospective transition approach with early adoption permitted. ASU 2016-01: Financial Instruments - Overall (Topic 825-10) Requires the following: (1) equity investments (except those accounted for under the equity method of accounting, or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income; (2) entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes; (3) separate presentation of financial assets and financial liabilities by measurement category and form of financial asset; and (4) the elimination of the disclosure requirement to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost. The adoption of this guidance results in a cumulative-effect adjustment to the balance sheet, the recognition of changes in fair value of certain equity investments in net income, and enhanced disclosure. This guidance is effective January 1, 2018 with a cumulative-effect adjustment. ASU 2014-09, ASU 2015-14, ASU 2016-06, ASU 2016-10, ASU 2016-12 and ASU 2016-20: Revenue from Contracts with Customers (Topic 606) The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. We are currently evaluating the alternative methods of adoption and the effect of this guidance on our consolidated financial statements and related disclosures. To assess the impact of this standard, our internal resources have reviewed the amended guidance and attended training to assist with interpretation of the amended guidance. We are also in the process of identifying material contracts and revenue streams that are impacted by this guidance. This guidance is effective January 1, 2018 using a full or modified retrospective approach with early adoption permitted January 1, 2017. |
BUSINESS COMBINATIONS
BUSINESS COMBINATIONS | 3 Months Ended |
Mar. 31, 2017 | |
Business Combinations [Abstract] | |
BUSINESS COMBINATIONS | BUSINESS COMBINATIONS We acquired one solid waste collection business in our Western region during the three months ended March 31, 2017 . The operating results of the acquired business are included in the accompanying unaudited consolidated statements of operations from the date of acquisition, and the purchase price has been allocated to the net assets acquired based on fair values at the date of the acquisition, with the residual amount recorded as goodwill. A summary of the purchase price for this acquisition and the allocation of the purchase price for this acquisition follows: Three Months Ended 2017 2016 Purchase Price: Cash paid for acquisitions $ 414 $ — Holdback 46 — Total 460 — Allocated as follows: Equipment 170 — Intangible assets 262 — Other liabilities, net (9 ) — Fair value of assets acquired and liabilities assumed 423 — Excess purchase price allocated to goodwill $ 37 $ — We also acquired three transfer stations in our Western region during the quarter ended June 30, 2016 whose operating results are included in the accompanying unaudited consolidated statements of operations from the date of acquisition. Unaudited pro forma combined information that shows our operational results as though each acquisition completed since the beginning of the prior fiscal year had occurred as of January 1, 2016 follows: Three Months Ended 2017 2016 Revenue $ 133,916 $ 126,426 Operating income $ 6,577 $ 1,914 Net loss attributable to common stockholders $ (217 ) $ (7,645 ) Basic earnings per share attributable to common stockholders $ (0.01 ) $ (0.19 ) Basic weighted average common shares outstanding 41,584 40,996 The pro forma results set forth in the table above have been prepared for comparative purposes only and are not necessarily indicative of the actual results of operations had the acquisitions occurred as of January 1, 2016 or of the results of our future operations. Furthermore, the pro forma results do not give effect to all cost savings or incremental costs that may occur as a result of the integration and consolidation of the completed acquisitions. |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 3 Months Ended |
Mar. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS | GOODWILL AND INTANGIBLE ASSETS A summary of the activity and balances related to goodwill by operating segment follows: December 31, 2016 Acquisitions March 31, 2017 Eastern region $ 17,429 $ — $ 17,429 Western region 88,426 37 88,463 Recycling 12,315 — 12,315 Other 1,729 — 1,729 Total $ 119,899 $ 37 $ 119,936 A summary of intangible assets by intangible asset type follows: Covenants Not-to-Compete Client Lists Total Balance, March 31, 2017 Intangible assets $ 17,624 $ 16,304 $ 33,928 Less accumulated amortization (16,517 ) (9,939 ) (26,456 ) $ 1,107 $ 6,365 $ 7,472 Covenants Not-to-Compete Client Lists Total Balance, December 31, 2016 Intangible assets $ 17,594 $ 16,071 $ 33,665 Less accumulated amortization (16,402 ) (9,567 ) (25,969 ) $ 1,192 $ 6,504 $ 7,696 Intangible amortization expense was $487 during the three months ended March 31, 2017 , as compared to $524 during the three months ended March 31, 2016 . A summary of intangible amortization expense estimated for the five fiscal years following the fiscal year ended December 31, 2016 and thereafter follows: Estimated Future Amortization Expense as of March 31, 2017 Fiscal year ending December 31, 2017 $ 1,455 Fiscal year ending December 31, 2018 $ 1,741 Fiscal year ending December 31, 2019 $ 1,366 Fiscal year ending December 31, 2020 $ 1,168 Fiscal year ending December 31, 2021 $ 910 Thereafter $ 832 |
ACCRUED FINAL CAPPING, CLOSURE
ACCRUED FINAL CAPPING, CLOSURE AND POST CLOSURE | 3 Months Ended |
Mar. 31, 2017 | |
Asset Retirement Obligation Disclosure [Abstract] | |
ACCRUED FINAL CAPPING, CLOSURE AND POST CLOSURE | ACCRUED FINAL CAPPING, CLOSURE AND POST CLOSURE Accrued final capping, closure and post-closure costs include the current and non-current portion of costs associated with obligations for final capping, closure and post-closure of our landfills. We estimate our future final capping, closure and post-closure costs in order to determine the final capping, closure and post-closure expense per ton of waste placed into each landfill. The anticipated time frame for paying these costs varies based on the remaining useful life of each landfill, as well as the duration of the post-closure monitoring period. A summary of the changes to accrued final capping, closure and post-closure liabilities follows: Three Months Ended 2017 2016 Beginning balance $ 44,207 $ 41,041 Obligations incurred 556 526 Accretion expense 965 886 Obligations settled (1) (126 ) (198 ) Ending balance $ 45,602 $ 42,255 (1) Includes amounts that are being processed through accounts payable as a part of our disbursement cycle. |
LONG-TERM DEBT
LONG-TERM DEBT | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT | LONG-TERM DEBT A summary of long-term debt and capital leases by debt instrument follows: March 31, December 31, Senior Secured Credit Facility: Revolving Credit Facility due October 2021; bearing interest at LIBOR plus 2.75% and 3.00%, respectively $ 63,000 $ 62,600 Term Loan B Facility due October 2023; bearing interest at LIBOR plus 3.00% 349,125 350,000 Tax-Exempt Bonds: New York State Environmental Facilities Corporation Solid Waste Disposal Revenue Bonds Series 2014 due December 2044 - fixed rate interest period through 2019; bearing interest at 3.75% 25,000 25,000 New York State Environmental Facilities Corporation Solid Waste Disposal Revenue Bonds Series 2014R-2 due December 2044 - fixed rate interest period through 2026; bearing interest at 3.125% 15,000 15,000 Finance Authority of Maine Solid Waste Disposal Revenue Bonds Series 2005R-3 due January 2025 - fixed rate interest period through 2025; bearing interest at 5.25% 25,000 — Finance Authority of Maine Solid Waste Disposal Revenue Bonds Series 2015 due August 2035 - fixed rate interest period through 2025; bearing interest at 5.125% 15,000 15,000 Vermont Economic Development Authority Solid Waste Disposal Long-Term Revenue Bonds Series 2013 due April 2036 - fixed rate interest period through 2018; bearing interest at 4.75% 16,000 16,000 Business Finance Authority of the State of New Hampshire Solid Waste Disposal Revenue Bonds Series 2013 due April 2029 - fixed rate interest period through 2019; bearing interest at 4.00% 11,000 11,000 Finance Authority of Maine Solid Waste Disposal Revenue Bonds Series 2005R-2 due January 2025 - fixed rate interest period through 2017; bore interest at 6.25% — 21,400 Finance Authority of Maine Solid Waste Disposal Revenue Bonds Series 2005R-1; letter of credit backed due January 2025 - bore interest at SIFMA Index — 3,600 Other: Capital leases maturing through April 2023; bearing interest at up to 7.70% 5,318 5,534 Notes payable maturing through January 2021; bearing interest at up to 7.00% 407 449 Principal amount of long-term debt and capital leases 524,850 525,583 Less—unamortized discount and debt issuance costs (1) 16,438 16,936 Long-term debt and capital leases less unamortized discount and debt issuance costs 508,412 508,647 Less—current maturities of long-term debt 4,669 4,686 $ 503,743 $ 503,961 (1) A summary of unamortized discount and debt issuance costs by debt instrument follows: March 31, December 31, Revolving Credit Facility $ 4,709 $ 4,965 Term Loan B Facility (including unamortized discount of $1,655 and $1,712) 7,462 7,718 New York State Environmental Facilities Corporation Solid Waste Disposal Revenue Bonds Series 2014 1,174 1,221 New York State Environmental Facilities Corporation Solid Waste Disposal Revenue Bonds Series 2014R-2 556 571 Finance Authority of Maine Solid Waste Disposal Revenue Bonds Series 2005R-3 666 — Finance Authority of Maine Solid Waste Disposal Revenue Bonds Series 2015 743 760 Vermont Economic Development Authority Solid Waste Disposal Long-Term Revenue Bonds Series 2013 597 605 Business Finance Authority of the State of New Hampshire Solid Waste Disposal Revenue Bonds Series 2013 531 563 Finance Authority of Maine Solid Waste Disposal Revenue Bonds Series 2005R-1 — 31 Finance Authority of Maine Solid Waste Disposal Revenue Bonds Series 2005R-2 — 502 $ 16,438 $ 16,936 Financing Activities Term Loan B Facility In April 2017, we entered into the first amendment (“Repricing Amendment”) to our $350,000 aggregate principal amount term loan B facility ("Term Loan B Facility") and $160,000 revolving line of credit facility (“Revolving Credit Facility” and, together with the Term Loan B Facility, the "Credit Facility"). The Repricing Amendment decreased the applicable interest margin for our Term Loan B Facility by 25 basis points for both LIBOR borrowings and base rate borrowings. The applicable interest rate margin will continue to be determined based on our consolidated net leverage ratio, with the interest currently set at 2.75% for LIBOR borrowings (with a 1.00% LIBOR floor), and 1.75% for base rate borrowings. The applicable interest rate will be reduced to 2.50% for LIBOR borrowings (with a 1.00% LIBOR floor), and 1.50% for base rate borrowings upon us reaching a consolidated net leverage ratio of 3.75 x or less. Maine Bonds In the three months ended March 31, 2017, we completed the remarketing of $3,600 aggregate principal amount of Finance Authority of Maine Solid Waste Disposal Revenue Bonds Series 2005R-1 (“FAME Bonds 2005R-1”) and $21,400 aggregate principal amount of Finance Authority of Maine Solid Waste Disposal Revenue Bonds Series 2005R-2 (“FAME Bonds 2005R-2”) into one series of $25,000 aggregate principal amount Finance Authority of Maine Solid Waste Disposal Revenue Bonds Series 2005R-3 (“FAME Bonds 2005R-3”). The FAME Bonds 2005R-3, which are unsecured and guaranteed jointly and severally, fully and unconditionally by all of our significant wholly-owned subsidiaries, accrue interest at 5.25% per annum until they mature on January 1, 2025. Loss on Debt Extinguishment We recorded a loss on debt extinguishment of $472 in the three months ended March 31, 2017 , as compared to a gain on debt extinguishment of $(48) during the three months ended March 31, 2016 , associated with the following: • the write-off of debt issuance costs in connection with the remarketing of the FAME Bonds 2005R-1 and the FAME Bonds 2005R-2 into the FAME Bonds 2005R-3 in the three months ended March 31, 2017; and • the below par repurchase price, net of the write off of debt issuance costs and unamortized original issue discount in proportion with the settlement amount, associated with the early retirement of a portion of our 7.75% senior subordinated notes due February 2019 in the three months ended March 31, 2016. Cash Flow Hedges In the three months ended March 31, 2017 , we entered into three interest rate derivative agreements to hedge interest rate risk associated with the variable rate portion of our long-term debt. The total notional amount of these agreements is $60,000 and requires us to receive interest based on changes in the 1-month LIBOR index with a 1.0% floor and pay interest at a weighted average rate of approximately 1.95% . Two of the agreements, with a total notional amount of $35,000 , mature in February 2021, and the final agreement, with a total notional amount of $25,000 , matures in February 2022. We have designated these derivative instruments as cash flow hedges. In accordance with the derivatives and hedging guidance in FASB ASC 815 - Derivatives and Hedging, the effective portions of the changes in fair values of interest rate swaps have been recorded in equity as a component of accumulated other comprehensive loss, net of tax. As the critical terms of the interest rate swaps match the underlying debt being hedged, no ineffectiveness is recognized on these swaps and, therefore, all unrealized changes in fair value are recorded in accumulated other comprehensive loss, net of tax. Amounts are reclassified from accumulated other comprehensive loss, net of tax into earnings in the same period or periods during which the hedged transaction effects earnings. As of March 31, 2017 , we have recorded a derivative asset with a fair value of $388 in other non-current assets and a derivative liability with a fair value of $454 in other accrued liabilities associated with these cash flow hedges. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Legal Proceedings In the ordinary course of our business and as a result of the extensive governmental regulation of the solid waste industry, we are subject to various judicial and administrative proceedings involving state and local agencies. In these proceedings, an agency may seek to impose fines or to revoke or deny renewal of an operating permit held by us. From time to time, we 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 and transfer stations, or allegations of environmental damage or violations of the permits and licenses pursuant to which we operate. In addition, we may be named defendants in 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 ordinary operation of a waste management business. In accordance with FASB ASC 450 - Contingencies, we accrue for legal proceedings, inclusive of legal costs, when losses become probable and reasonably estimable. As of the end of each applicable reporting period, we review each of our legal proceedings to determine whether it is probable, reasonably possible or remote that a liability has been incurred and, if it is at least reasonably possible, whether a range of loss can be reasonably estimated under the provisions of FASB ASC 450-20. In instances where we determine that a loss is probable and we can reasonably estimate a range of loss we may incur with respect to such a matter, we record an accrual for the amount within the range that constitutes our best estimate of the possible loss. If we are able to reasonably estimate a range, but no amount within the range appears to be a better estimate than any other, we record an accrual in the amount that is the low end of such range. When a loss is reasonably possible, but not probable, we will not record an accrual, but we will disclose our estimate of the possible range of loss where such estimate can be made in accordance with FASB ASC 450-20. Environmental Remediation Liability We are subject to liability for environmental damage, including personal injury and property damage, that our solid waste, recycling and power generation facilities may cause to neighboring property owners, particularly as a result of the contamination of drinking water sources or soil, possibly including damage resulting from conditions that existed before we acquired the facilities. We may also be subject to liability for similar claims arising from off-site environmental contamination caused by pollutants or hazardous substances if we or our predecessors arrange or arranged to transport, treat or dispose of those materials. The following matters represent our material outstanding claims. Southbridge Recycling & Disposal Park, Inc. In October 2015, our Southbridge Recycling and Disposal Park, Inc. (“SRD”) subsidiary reported to the Massachusetts Department of Environmental Protection (“MADEP”) results of analysis of samples collected pursuant to our existing permit from private drinking water wells located near the Town of Southbridge, Massachusetts (“Town”) Landfill (“Southbridge Landfill”), which is operated by SRD. Those results indicated the presence of contaminants above the levels triggering notice and response obligations under MADEP regulations. In response to those results, we are carrying out an Immediate Response Action pursuant to Massachusetts General Law Chapter 21E (the "Charlton 21E Obligations") pursuant to state law. Further, we have implemented a plan to analyze and better understand the groundwater near the Southbridge Landfill and we are investigating with the objective of identifying the source or sources of the elevated levels of contamination measured in the well samples. If it is determined that some or all of the contamination originated at the Southbridge Landfill, we will work with the Town, the Southbridge Landfill owner and the former operator of an unlined portion of the Southbridge Landfill, which was used prior to our operation of a double-lined portion of the Southbridge Landfill commencing in 2004, to evaluate and allocate the liabilities related to the Charlton 21E Obligations. In July 2016, we sent correspondence to the Town pursuant to Chapter 21E of Massachusetts General Laws ("Chapter 21E") demanding that the Town reimburse us for the environmental response costs we had spent and that the Town be responsible for all such costs in the future, as well as any other costs or liabilities resulting from the release of contaminants from the unlined portion of the Southbridge Landfill. The Town responded in September 2016, denying that the Southbridge Landfill is the source of such contamination, and claiming that if it is, that we may owe an indemnity to the Town pursuant to the Operating Agreement between us and the Town dated May 29, 2007, as amended. As of March 31, 2017 , we have incurred total costs of approximately $2,809 . We entered into a Tolling Agreement with the Town to delay any further administrative or legal actions until our work with MADEP more specifically defines the parties’ responsibilities for the Charlton 21E Obligations, if any. Please see below for further discussion of our relationship with the Town regarding the Charlton 21E Obligations. In February 2016, we and the Town received a Notice of Intent to Sue under the Resource Conservation and Recovery Act ("RCRA") from a law firm purporting to represent residents proximate to the Southbridge Landfill, indicating its intent to file suit against us alleging the groundwater contamination originated from the Southbridge Landfill. In February 2017, we received an additional Notice of Intent to Sue from the National Environmental Law Center under the Federal Clean Water Act ("CWA") and RCRA (the “Acts”) on behalf of Environment America, Inc., d/b/a Environment Massachusetts, and Toxics Action Center, Inc., which have referred to themselves as the Citizen Groups. The Citizen Groups allege that we have violated the Acts, and that they intend to seek appropriate relief in federal court for those alleged violations. We believe it is reasonably possible that a loss will occur as a result of these potential matters although an estimate of loss cannot be reasonably provided at this time. We believe the Town should be responsible for costs or liabilities associated with these possible suits relative to alleged contamination originating from the unlined portion of the Southbridge Landfill, although there can be no assurance that we will not be required to incur some or all of such costs and liabilities. While no suit has yet been filed against us or the Town related to the foregoing, we entered into an Administrative Consent Order on April 26, 2017 (the “ACO”), with MADEP, the Town, and the Town of Charlton, committing us to equally share the costs with MADEP, of up to $10,000 ( $5,000 each) for the Town to install a municipal waterline in the Town of Charlton ("Waterline"). Upon satisfactory completion of that Waterline, and other matters covered by the ACO, we and the Town will be released by MADEP from any future responsibilities for the Charlton Chapter 21E Obligations. We also entered into an agreement with the Town on April 28, 2017 entitled the “21E Settlement and Water System Construction Funding Agreement” (the “Waterline Agreement”), wherein we and the Town released each other from claims arising from the Charlton 21E Obligations. Pursuant to the Waterline Agreement, the Town will issue a twenty ( 20 ) year bond for our portion of the Waterline costs (up to $5,000 ). We have agreed to reimburse the Town for periodic payments under such bond. In August 2016, we filed a complaint against Steadfast Insurance Company (“Steadfast”) in the Superior Court of Suffolk County, Massachusetts, alleging among other things, that Steadfast breached its Pollution Liability Policy (“Policy”) purchased by us in April 2015, by refusing to acknowledge coverage under the Policy, and refusing to cover any of the costs and liabilities incurred by us as described above as well as costs and liabilities that we may incur in the future. Steadfast filed an answer and counterclaim in September 2016, denying that it has any obligations to us under the Policy, and seeking declaratory judgment of Steadfast’s obligations under the Policy. We are in the discovery phase of this litigation. The costs and liabilities we may be required to incur in connection with the foregoing could be material to our results of operations, our cash flows and our financial condition. We are continuing to pursue development of the Southbridge Landfill, and we believe that the commitments that we have undertaken in the ACO are specifically in furtherance of the development of limited short-term expansion of the Southbridge Landfill and our efforts to develop longer-term new landfill capacity in the Town. We believe that our commitments in the ACO will allow us to continue to develop good faith relationships with MADEP, the Town, and abutting communities. Nevertheless, we are carefully evaluating the impact and potential impact of the foregoing matters, together with estimated future costs associated with the permitting, engineering and construction activities for the planned expansion of the Southbridge Landfill, and any potential future landfill, against the possible outcomes of the permitting process and the anticipated future benefits of successful expansions. It is possible that based on these ongoing anlyses we may conclude that closing the Southbridge Landfill and/or terminating our development efforts, is in our best economic interest. While no conclusions have been reached at this time and we continue to be committed to the expansion process, we are acting to prudently manage waste volumes into the Southbridge Landfill to prolong the useful life of the Southbridge Landfill in the event we are unsuccessful in obtaining the expansion permits or choose to modify or withdraw our permit application due to our estimate of the economic benefit of the expansion relative to costs. Potsdam Environmental Remediation Liability On December 20, 2000, the State of New York Department of Environmental Conservation (“DEC”) issued an Order on Consent (“Order”) which named Waste-Stream, Inc. (“WSI”), our subsidiary, General Motors Corporation (“GM”) and Niagara Mohawk Power Corporation (“NiMo”) as Respondents. The Order required that the Respondents undertake certain work on a 25 -acre scrap yard and solid waste transfer station owned by WSI in Potsdam, New York, including the preparation of a Remedial Investigation and Feasibility Study (“Study”). A draft of the Study was submitted to the DEC in January 2009 (followed by a final report in May 2009). The Study estimated that the undiscounted costs associated with implementing the preferred remedies would be approximately $10,219 . On February 28, 2011, the DEC issued a Proposed Remedial Action Plan for the site and accepted public comments on the proposed remedy through March 29, 2011. We submitted comments to the DEC on this matter. In April 2011, the DEC issued the final Record of Decision (“ROD”) for the site. The ROD was subsequently rescinded by the DEC for failure to respond to all submitted comments. The preliminary ROD, however, estimated that the present cost associated with implementing the preferred remedies would be approximately $12,130 . The DEC issued the final ROD in June 2011 with proposed remedies consistent with its earlier ROD. An Order on Consent and Administrative Settlement naming WSI and NiMo as Respondents was executed by the Respondents and DEC with an effective date of October 25, 2013. On January 29, 2016, a Cost-Sharing Agreement was executed between WSI, NiMo, Alcoa Inc. (“Alcoa”) and Reynolds Metal Company (“Reynolds”) whereby Alcoa and Reynolds elected to voluntarily participate in the onsite remediation activities at a 15% participant share. It is unlikely that any significant expenditures relating to onsite remediation will be incurred until the fiscal year ending December 31, 2018. WSI is jointly and severally liable with NiMo, Alcoa and Reynolds for the total cost to remediate. We have recorded an environmental remediation liability associated with the Potsdam site based on incurred costs to date and estimated costs to complete the remediation in other accrued liabilities and other long-term liabilities. Our expenditures could be significantly higher if costs exceed estimates. We inflate the estimated costs in current dollars to the expected time of payment and discount the total cost to present value using a risk free interest rate of 1.5% . The environmental remediation liability associated with the Potsdam site as of each of March 31, 2017 and December 31, 2016 is $5,866 . |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 3 Months Ended |
Mar. 31, 2017 | |
Equity [Abstract] | |
STOCKHOLDERS' EQUITY | STOCKHOLDERS' EQUITY Stock Based Compensation Shares Available For Issuance In the fiscal year ended December 31, 2016, we adopted the 2016 Incentive Plan (“2016 Plan”). Under the 2016 Plan, we may grant awards up to an aggregate amount of shares equal to the sum of: (i) 2,250 shares of Class A common stock (subject to adjustment in the event of stock splits and other similar events), plus (ii) such additional number of shares of Class A common stock (up to 2,723 shares) as is equal to the sum of the number of shares of Class A common stock that remained available for grant under the 2006 Stock Incentive Plan (“2006 Plan”) immediately prior to the expiration of the 2006 Plan and the number of shares of Class A common stock subject to awards granted under the 2006 Plan that expire, terminate or are otherwise surrendered, canceled, forfeited or repurchased by us. As of March 31, 2017 , there were 1,927 Class A common stock equivalents available for future grant under the 2016 Plan. Stock Options Stock options are granted at a price equal to the prevailing fair value of our Class A common stock at the date of grant. Generally, stock options granted have a term not to exceed ten years and vest over a one year to four year period from the date of grant. The fair value of each stock option granted, with the exception of market-based performance stock option grants, is estimated using a Black-Scholes option-pricing model, which requires extensive use of accounting judgment and financial estimation, including estimates of the expected term stock option holders will retain their vested stock options before exercising them and the estimated volatility of our Class A common stock price over the expected term. The fair value of each market-based performance stock option granted is estimated using a Monte Carlo option-pricing model, which also requires extensive use of accounting judgment and financial estimation, including estimates of the expected term stock option holders will retain their vested stock options before exercising them and the estimated volatility of our Class A common stock price over the expected term, but also including estimates of share price appreciation plus the value of dividends of our Class A common stock as compared to the Russell 2000 Index over the requisite service period. A summary of stock option activity follows: Stock Options (1) Weighted Average Exercise Price Weighted Average Remaining Contractual Term (years) Aggregate Intrinsic Value Outstanding, December 31, 2016 1,115 $ 6.13 Granted — $ — Exercised (33 ) $ 11.01 Forfeited (2 ) $ 4.06 Outstanding, March 31, 2017 1,080 $ 5.98 5.7 $ 8,787 Exercisable, March 31, 2017 747 $ 5.51 4.5 $ 6,431 Unvested, March 31, 2017 373 $ 7.62 8.4 $ 2,421 (1) Market-based performance stock options are included at the 100% attainment level. Attainment of the maximum performance targets and market achievements would result in the issuance of an additional 40 shares of Class A common stock currently included in unvested. Stock-based compensation expense for stock options was $171 during the three months ended March 31, 2017 , as compared to $146 during the three months ended March 31, 2016 . During the three months ended March 31, 2017 , the aggregate intrinsic value of stock options exercised was $53 . As of March 31, 2017 , total unrecognized stock-based compensation expense related to outstanding stock options, including market-based performance stock options assuming the attainment of maximum performance targets, was $947 , which will be recognized over a weighted average period of 1.0 year. Other Stock Awards Restricted stock awards, restricted stock units and performance stock units, with the exception of market-based performance stock units, are granted at a price equal to the fair value of our Class A common stock at the date of grant. The fair value of each market-based performance stock unit is estimated using a Monte Carlo pricing model, which requires extensive use of accounting judgment and financial estimation, including the estimated share price appreciation plus the value of dividends of our Class A common stock as compared to the Russell 2000 Index over the requisite service period. Restricted stock awards granted to non-employee directors vest incrementally over a three year period beginning on the first anniversary of the date of grant. Restricted stock units vest incrementally over an identified service period beginning on the grant date based on continued employment. Performance stock units, including market-based performance stock units, vest at a future date following the grant date and are based on the attainment of performance targets and market achievements, as applicable. A summary of restricted stock, restricted stock unit and performance stock unit activity follows: Restricted Stock, Restricted Stock Units, and Performance Stock Units (1) Weighted Average Exercise Price Weighted Average Remaining Contractual Term (years) Aggregate Intrinsic Value Outstanding, December 31, 2016 1,099 $ 7.03 Granted 407 $ 12.13 Class A Common Stock Vested (288 ) $ 5.01 Forfeited (17 ) $ 5.94 Outstanding, March 31, 2017 1,201 $ 9.20 1.9 $ 5,936 Unvested, March 31, 2017 1,563 $ 9.97 2.0 $ 6,539 (1) Market-based performance stock unit grants are included at the 100% attainment level. Attainment of the maximum performance targets and market achievements would result in the issuance of an additional 362 shares of Class A common stock currently included in unvested. Stock-based compensation expense related to restricted stock, restricted stock units and performance stock units was $1,058 during the three months ended March 31, 2017 , as compared to $550 during the three months ended March 31, 2016 . During the three months ended March 31, 2017 , the total fair value of other stock awards vested was $3,408 . As of March 31, 2017 , total unrecognized stock-based compensation expense related to outstanding restricted stock and restricted stock units was $4,704 , which will be recognized over a weighted average period of 1.7 years. As of March 31, 2017 , maximum unrecognized stock-based compensation expense related to outstanding performance stock units, assuming the attainment of maximum performance targets, was $7,700 to be recognized over a weighted average period of 2.2 years. The weighted average fair value of market-based performance stock units granted during the three months ended March 31, 2017 was $12.51 per award, which was calculated using a Monte Carlo pricing model assuming a risk free interest rate of 1.45% and an expected volatility of 32.80% assuming no expected dividend yield. The risk-free interest rate is based on the U.S. Treasury yield curve for the expected service period of the award. Expected volatility is calculated using the daily volatility of our Class A common stock over the expected service period of the award. The Monte Carlo pricing model requires extensive use of accounting judgment and financial estimation. Application of alternative assumptions could produce significantly different estimates of the fair value of stock-based compensation and consequently, the related amounts recognized in the consolidated statements of operations. We also recorded $28 of stock-based compensation expense related to our Amended and Restated 1997 Employee Stock Purchase Plan during the three months ended March 31, 2017 , as compared to $26 during the three months ended March 31, 2016 . Comprehensive Loss A summary of the changes in the balances of each component of accumulated other comprehensive loss , net of tax follows: Marketable Securities Interest Rate Swaps Balance, December 31, 2016 $ (68 ) $ — Other comprehensive income (loss) before reclassifications 23 (110 ) Amounts reclassified from accumulated other comprehensive income (loss) — 69 Net current-period other comprehensive income (loss) 23 (41 ) Balance, March 31, 2017 $ (45 ) $ (41 ) A summary of reclassifications out of accumulated other comprehensive loss , net of tax follows: Three Months Ended 2017 2016 Details About Accumulated Other Comprehensive Loss Components Amounts Reclassified Out of Accumulated Other Comprehensive Loss Affected Line Item in the Consolidated Statements of Operations Interest rate swaps 69 — Interest expense 69 — Loss before income taxes — — Provision (benefit) for income taxes $ 69 $ — Net loss |
EARNINGS PER SHARE
EARNINGS PER SHARE | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | EARNINGS PER SHARE A summary of the numerator and denominators used in the computation of earnings per share follows: Three Months Ended 2017 2016 Numerator: Net loss attributable to common stockholders $ (224 ) $ (7,608 ) Denominators: Number of shares outstanding, end of period: Class A common stock 40,892 40,243 Class B common stock 988 988 Unvested restricted stock (88 ) (115 ) Effect of weighted average shares outstanding (208 ) (120 ) Basic and diluted weighted average common shares outstanding 41,584 40,996 Anti-dilutive potentially issuable shares 2,683 2,445 |
FAIR VALUE OF FINANCIAL INSTRUM
FAIR VALUE OF FINANCIAL INSTRUMENTS | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | FAIR VALUE OF FINANCIAL INSTRUMENTS We use a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to their initial measurement. These tiers include: Level 1, defined as quoted market prices in active markets for identical assets or liabilities; Level 2, defined as inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; and Level 3, defined as unobservable inputs that are not corroborated by market data. We use valuation techniques that maximize the use of market prices and observable inputs and minimize the use of unobservable inputs. In measuring the fair value of our financial assets and liabilities, we rely on market data or assumptions that we believe market participants would use in pricing an asset or a liability. Assets and Liabilities Accounted for at Fair Value Our financial instruments include cash and cash equivalents, accounts receivable-trade, restricted cash and investments held in trust on deposit with various banks as collateral for our obligations relative to our landfill final capping, closure and post-closure costs, interest rate derivatives, trade payables and long-term debt. The carrying values of cash and cash equivalents, accounts receivable - trade and trade payables approximate their respective fair values due to their short-term nature. The fair value of restricted cash and investments held in trust, which are valued using quoted market prices, are included as restricted assets in the Level 1 tier below. The fair value of the interest rate derivatives included in the Level 2 tier below was calculated using discounted cash flow valuation methodologies based upon the one month LIBOR yield curves that are observable at commonly quoted intervals for the full term of the swaps. Summaries of our financial assets and liabilities that are measured at fair value on a recurring basis follow: Fair Value Measurement at March 31, 2017 Using: Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Interest rate derivatives $ — $ 388 $ — Restricted investments - landfill closure 1,039 — — Total $ 1,039 $ 388 $ — Liabilities: Interest rate derivatives $ — $ 454 $ — Fair Value Measurement at December 31, 2016 Using: Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Restricted investments - landfill closure $ 1,002 $ — $ — Fair Value of Debt As of March 31, 2017 , the fair value of our fixed rate debt, including our FAME Bonds 2005R-3, Finance Authority of Maine Solid Waste Disposal Revenue Bonds Series 2015 (“FAME Bonds 2015”), Vermont Economic Development Authority Solid Waste Disposal Long-Term Revenue Bonds Series 2013 (“Vermont Bonds”), New York State Environmental Facilities Corporation Solid Waste Disposal Revenue Bonds Series 2014 (“New York Bonds 2014”), New York State Environmental Facilities Corporation Solid Waste Disposal Revenue Bonds Series 2014R-2 (“New York Bonds 2016”) and Solid Waste Disposal Revenue Bonds Series 2013 issued by the Business Finance Authority of the State of New Hampshire (“New Hampshire Bonds”) was approximately $104,308 and the carrying value was $107,000 . The fair value of the FAME Bonds 2005R-3, the FAME Bonds 2015, the Vermont Bonds, the New York Bonds 2014, the New York Bonds 2016 and the New Hampshire Bonds is considered to be Level 2 within the fair value hierarchy as the fair value is determined using market approach pricing provided by a third-party that utilizes pricing models and pricing systems, mathematical tools and judgment to determine the evaluated price for the security based on the market information of each of the bonds or securities with similar characteristics. As of March 31, 2017 , the fair value of our Term Loan B Facility was approximately $351,743 and the carrying value was $349,125 . The fair value of the Term Loan B Facility is considered to be Level 2 within the fair value hierarchy as its fair value is based off of quoted market prices in a principal to principal market with limited public information. As of March 31, 2017 , the fair value of our Revolving Credit Facility approximated its carrying value of $63,000 based on current borrowing rates for similar types of borrowing arrangements, or Level 2 inputs. Although we have determined the estimated fair value amounts of the Term Loan B Facility, FAME Bonds 2005R-3, FAME Bonds 2015, Vermont Bonds, New York Bonds 2014, New York Bonds 2016 and New Hampshire Bonds using available market information and commonly accepted valuation methodologies, a change in available market information, and/or the use of different assumptions and/or estimation methodologies could have a material effect on the estimated fair values. These amounts have not been revalued, and current estimates of fair value could differ significantly from the amounts presented. |
SEGMENT REPORTING
SEGMENT REPORTING | 3 Months Ended |
Mar. 31, 2017 | |
Segment Reporting [Abstract] | |
SEGMENT REPORTING | SEGMENT REPORTING We report selected information about operating segments in a manner consistent with that used for internal management reporting. We classify our solid waste operations on a geographic basis through regional operating segments, our Western and Eastern regions. Revenues associated with our solid waste operations are derived mainly from solid waste collection and disposal, landfill, landfill gas-to-energy, transfer and recycling services in the northeastern United States. Our revenues in the Recycling segment are derived from municipalities and customers in the form of processing fees, tipping fees and commodity sales. Organics services, ancillary operations, major account and industrial services, discontinued operations, and earnings from equity method investees, as applicable, are included in our Other segment. Three Months Ended March 31, 2017 Segment Outside revenues Inter-company revenue Depreciation and amortization Operating income Total assets Eastern $ 38,686 $ 9,522 $ 5,404 $ 21 $ 197,817 Western 54,144 15,781 6,604 4,089 324,262 Recycling 16,635 (244 ) 1,004 1,583 50,138 Other 24,337 374 837 871 49,032 Eliminations — (25,433 ) — — — Total $ 133,802 $ — $ 13,849 $ 6,564 $ 621,249 Three Months Ended March 31, 2016 Segment Outside revenues Inter-company revenue Depreciation and amortization Operating income (loss) Total assets Eastern $ 38,987 $ 9,536 $ 6,190 $ (788 ) $ 209,315 Western 52,462 14,852 6,490 2,993 312,369 Recycling 10,638 631 1,092 (1,074 ) 48,042 Other 23,345 280 681 843 50,680 Eliminations — (25,299 ) — — — Total $ 125,432 $ — $ 14,453 $ 1,974 $ 620,406 A summary of our revenues attributable to services provided follows: Three Months Ended 2017 2016 Collection $ 59,838 $ 57,851 Disposal 31,281 32,253 Power generation 1,352 1,707 Processing 1,660 973 Solid waste operations 94,131 92,784 Organics 9,214 8,935 Customer solutions 13,822 13,075 Recycling 16,635 10,638 Total revenues $ 133,802 $ 125,432 |
ACCOUNTING CHANGES (Policies)
ACCOUNTING CHANGES (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Changes and Error Corrections [Abstract] | |
Basis of Presentation | Casella Waste Systems, Inc. (“Parent”), and its consolidated subsidiaries (collectively, “we”, “us” or “our”), is a regional, vertically integrated solid waste services company that provides collection, transfer, disposal, landfill, landfill gas-to-energy, recycling and organics services in the northeastern United States. We market recyclable metals, aluminum, plastics, paper and corrugated cardboard, which have been processed at our recycling facilities, as well as recyclables purchased from third-parties. We manage our solid waste operations on a geographic basis through two regional operating segments, the Eastern and Western regions, each of which provides a full range of solid waste services, and our larger-scale recycling and commodity brokerage operations through our Recycling segment. Organics services, ancillary operations, major account and industrial services, discontinued operations and earnings from equity method investees, as applicable, are included in our Other segment. The accompanying unaudited consolidated financial statements, which include the accounts of the Parent, our wholly-owned subsidiaries and any partially owned entities over which we have a controlling financial interest, have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). All significant intercompany accounts and transactions are eliminated in consolidation. Investments in entities in which we do not have a controlling financial interest are accounted for under either the equity method or the cost method of accounting, as appropriate. Our significant accounting policies are more fully discussed in Item 8 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2016 , which was filed with the SEC on March 2, 2017. |
Use of Estimates | Preparation of our consolidated financial statements in accordance with GAAP requires management to make certain estimates and assumptions. These estimates and assumptions affect the accounting for and recognition and disclosure of assets, liabilities, equity, revenues and expenses. We must make these estimates and assumptions because certain information that we use is dependent on future events, cannot be calculated with a high degree of precision given the available data, or simply cannot be readily calculated. In the opinion of management, these consolidated financial statements include all adjustments, which include normal recurring and nonrecurring adjustments, necessary for a fair presentation of the financial position, results of operations and cash flows for the periods presented. The results for the three months ended March 31, 2017 may not be indicative of the results for any other interim period or the entire fiscal year. The consolidated financial statements presented herein should be read in conjunction with our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016 . |
Subsequent Events | We have evaluated subsequent events or transactions that have occurred after the consolidated balance sheet date of March 31, 2017 through the date of filing of the consolidated financial statements with the SEC on this Quarterly Report on Form 10-Q. We have determined that, except as disclosed, there are no subsequent events that require disclosure in this Quarterly Report on Form 10-Q. |
Accounting standards that are not yet adopted | Standard Description Effect on the Financial Statements or Other Significant Matters Accounting standards that are pending adoption ASU 2017-04: Intangibles - Goodwill and Other (Topic 350) Requires that when an entity is performing its annual, or interim, goodwill impairment test, it should compare the fair value of the reporting unit with its carrying amount when calculating its impairment charge, noting that the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. Additionally, if applicable, an entity should consider income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when calculating its impairment charge. As of December 31, 2016, we did not record a goodwill impairment charge related to our annual goodwill impairment test. Furthermore, at that time the fair value of each reporting unit exceeded its respective carrying value. If the carrying value of any of these reporting units exceeds the fair value when we perform a goodwill impairment test, we would record an impairment change equal to the amount by which the carrying value exceeds its fair value. This guidance is effective January 1, 2020 with early adoption permitted for interim or annual goodwill impairment tests performed after January 1, 2017. ASU 2016-02: Leases (Topic 842) Requires that a lessee recognize at the commencement date: a lease liability, which is the obligation of the lessee to make lease payments arising from a lease, measured on a discounted basis; and a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. We are currently assessing the provisions of this guidance and evaluating the timing and impact the guidance will have on our consolidated financial statements and related disclosures. We are also in the process of aggregating operating lease documentation for review. The adoption of this ASU primarily impacts the balance sheet through the recognition of a right-of-use asset and a lease liability for all leases with terms in excess of 12 months and currently classified as operating leases. This guidance is effective January 1, 2019 using a modified retrospective transition approach with early adoption permitted. ASU 2016-01: Financial Instruments - Overall (Topic 825-10) Requires the following: (1) equity investments (except those accounted for under the equity method of accounting, or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income; (2) entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes; (3) separate presentation of financial assets and financial liabilities by measurement category and form of financial asset; and (4) the elimination of the disclosure requirement to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost. The adoption of this guidance results in a cumulative-effect adjustment to the balance sheet, the recognition of changes in fair value of certain equity investments in net income, and enhanced disclosure. This guidance is effective January 1, 2018 with a cumulative-effect adjustment. ASU 2014-09, ASU 2015-14, ASU 2016-06, ASU 2016-10, ASU 2016-12 and ASU 2016-20: Revenue from Contracts with Customers (Topic 606) The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. We are currently evaluating the alternative methods of adoption and the effect of this guidance on our consolidated financial statements and related disclosures. To assess the impact of this standard, our internal resources have reviewed the amended guidance and attended training to assist with interpretation of the amended guidance. We are also in the process of identifying material contracts and revenue streams that are impacted by this guidance. This guidance is effective January 1, 2018 using a full or modified retrospective approach with early adoption permitted January 1, 2017. |
Accrued Final Capping, Closure and Post Closure | Accrued final capping, closure and post-closure costs include the current and non-current portion of costs associated with obligations for final capping, closure and post-closure of our landfills. We estimate our future final capping, closure and post-closure costs in order to determine the final capping, closure and post-closure expense per ton of waste placed into each landfill. The anticipated time frame for paying these costs varies based on the remaining useful life of each landfill, as well as the duration of the post-closure monitoring period. |
ACCOUNTING CHANGES (Tables)
ACCOUNTING CHANGES (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Changes and Error Corrections [Abstract] | |
Description of Recent Accounting Standards Updates ("ASU") Not Yet Adopted | A table providing a brief description of recent Accounting Standards Updates (“ASU”) to the Accounting Standards Codification (“ASC”) issued by the Financial Accounting Standards Board (“FASB”) that may have a material effect on our consolidated financial statements upon adoption follows: Standard Description Effect on the Financial Statements or Other Significant Matters Accounting standards that are pending adoption ASU 2017-04: Intangibles - Goodwill and Other (Topic 350) Requires that when an entity is performing its annual, or interim, goodwill impairment test, it should compare the fair value of the reporting unit with its carrying amount when calculating its impairment charge, noting that the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. Additionally, if applicable, an entity should consider income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when calculating its impairment charge. As of December 31, 2016, we did not record a goodwill impairment charge related to our annual goodwill impairment test. Furthermore, at that time the fair value of each reporting unit exceeded its respective carrying value. If the carrying value of any of these reporting units exceeds the fair value when we perform a goodwill impairment test, we would record an impairment change equal to the amount by which the carrying value exceeds its fair value. This guidance is effective January 1, 2020 with early adoption permitted for interim or annual goodwill impairment tests performed after January 1, 2017. ASU 2016-02: Leases (Topic 842) Requires that a lessee recognize at the commencement date: a lease liability, which is the obligation of the lessee to make lease payments arising from a lease, measured on a discounted basis; and a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. We are currently assessing the provisions of this guidance and evaluating the timing and impact the guidance will have on our consolidated financial statements and related disclosures. We are also in the process of aggregating operating lease documentation for review. The adoption of this ASU primarily impacts the balance sheet through the recognition of a right-of-use asset and a lease liability for all leases with terms in excess of 12 months and currently classified as operating leases. This guidance is effective January 1, 2019 using a modified retrospective transition approach with early adoption permitted. ASU 2016-01: Financial Instruments - Overall (Topic 825-10) Requires the following: (1) equity investments (except those accounted for under the equity method of accounting, or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income; (2) entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes; (3) separate presentation of financial assets and financial liabilities by measurement category and form of financial asset; and (4) the elimination of the disclosure requirement to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost. The adoption of this guidance results in a cumulative-effect adjustment to the balance sheet, the recognition of changes in fair value of certain equity investments in net income, and enhanced disclosure. This guidance is effective January 1, 2018 with a cumulative-effect adjustment. ASU 2014-09, ASU 2015-14, ASU 2016-06, ASU 2016-10, ASU 2016-12 and ASU 2016-20: Revenue from Contracts with Customers (Topic 606) The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. We are currently evaluating the alternative methods of adoption and the effect of this guidance on our consolidated financial statements and related disclosures. To assess the impact of this standard, our internal resources have reviewed the amended guidance and attended training to assist with interpretation of the amended guidance. We are also in the process of identifying material contracts and revenue streams that are impacted by this guidance. This guidance is effective January 1, 2018 using a full or modified retrospective approach with early adoption permitted January 1, 2017. |
BUSINESS COMBINATIONS (Tables)
BUSINESS COMBINATIONS (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Business Combinations [Abstract] | |
Summary of Purchase Price Paid for Acquisitions | A summary of the purchase price for this acquisition and the allocation of the purchase price for this acquisition follows: Three Months Ended 2017 2016 Purchase Price: Cash paid for acquisitions $ 414 $ — Holdback 46 — Total 460 — Allocated as follows: Equipment 170 — Intangible assets 262 — Other liabilities, net (9 ) — Fair value of assets acquired and liabilities assumed 423 — Excess purchase price allocated to goodwill $ 37 $ — |
Schedule of Unaudited Pro forma Combined Information | Unaudited pro forma combined information that shows our operational results as though each acquisition completed since the beginning of the prior fiscal year had occurred as of January 1, 2016 follows: Three Months Ended 2017 2016 Revenue $ 133,916 $ 126,426 Operating income $ 6,577 $ 1,914 Net loss attributable to common stockholders $ (217 ) $ (7,645 ) Basic earnings per share attributable to common stockholders $ (0.01 ) $ (0.19 ) Basic weighted average common shares outstanding 41,584 40,996 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Activity and Balances Related to Goodwill by Operating Segment | A summary of the activity and balances related to goodwill by operating segment follows: December 31, 2016 Acquisitions March 31, 2017 Eastern region $ 17,429 $ — $ 17,429 Western region 88,426 37 88,463 Recycling 12,315 — 12,315 Other 1,729 — 1,729 Total $ 119,899 $ 37 $ 119,936 |
Summary of Intangible Assets by Intangible Asset Type | A summary of intangible assets by intangible asset type follows: Covenants Not-to-Compete Client Lists Total Balance, March 31, 2017 Intangible assets $ 17,624 $ 16,304 $ 33,928 Less accumulated amortization (16,517 ) (9,939 ) (26,456 ) $ 1,107 $ 6,365 $ 7,472 Covenants Not-to-Compete Client Lists Total Balance, December 31, 2016 Intangible assets $ 17,594 $ 16,071 $ 33,665 Less accumulated amortization (16,402 ) (9,567 ) (25,969 ) $ 1,192 $ 6,504 $ 7,696 |
Summary of Intangible Amortization Expense Estimated | A summary of intangible amortization expense estimated for the five fiscal years following the fiscal year ended December 31, 2016 and thereafter follows: Estimated Future Amortization Expense as of March 31, 2017 Fiscal year ending December 31, 2017 $ 1,455 Fiscal year ending December 31, 2018 $ 1,741 Fiscal year ending December 31, 2019 $ 1,366 Fiscal year ending December 31, 2020 $ 1,168 Fiscal year ending December 31, 2021 $ 910 Thereafter $ 832 |
ACCRUED FINAL CAPPING, CLOSUR23
ACCRUED FINAL CAPPING, CLOSURE AND POST CLOSURE (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Summary of Changes to Accrued Capping, Closure and Post-Closure Liabilities | A summary of the changes to accrued final capping, closure and post-closure liabilities follows: Three Months Ended 2017 2016 Beginning balance $ 44,207 $ 41,041 Obligations incurred 556 526 Accretion expense 965 886 Obligations settled (1) (126 ) (198 ) Ending balance $ 45,602 $ 42,255 (1) Includes amounts that are being processed through accounts payable as a part of our disbursement cycle. |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Summary of Components of Long-Term Debt and Capital Leases by Debt Instrument | A summary of long-term debt and capital leases by debt instrument follows: March 31, December 31, Senior Secured Credit Facility: Revolving Credit Facility due October 2021; bearing interest at LIBOR plus 2.75% and 3.00%, respectively $ 63,000 $ 62,600 Term Loan B Facility due October 2023; bearing interest at LIBOR plus 3.00% 349,125 350,000 Tax-Exempt Bonds: New York State Environmental Facilities Corporation Solid Waste Disposal Revenue Bonds Series 2014 due December 2044 - fixed rate interest period through 2019; bearing interest at 3.75% 25,000 25,000 New York State Environmental Facilities Corporation Solid Waste Disposal Revenue Bonds Series 2014R-2 due December 2044 - fixed rate interest period through 2026; bearing interest at 3.125% 15,000 15,000 Finance Authority of Maine Solid Waste Disposal Revenue Bonds Series 2005R-3 due January 2025 - fixed rate interest period through 2025; bearing interest at 5.25% 25,000 — Finance Authority of Maine Solid Waste Disposal Revenue Bonds Series 2015 due August 2035 - fixed rate interest period through 2025; bearing interest at 5.125% 15,000 15,000 Vermont Economic Development Authority Solid Waste Disposal Long-Term Revenue Bonds Series 2013 due April 2036 - fixed rate interest period through 2018; bearing interest at 4.75% 16,000 16,000 Business Finance Authority of the State of New Hampshire Solid Waste Disposal Revenue Bonds Series 2013 due April 2029 - fixed rate interest period through 2019; bearing interest at 4.00% 11,000 11,000 Finance Authority of Maine Solid Waste Disposal Revenue Bonds Series 2005R-2 due January 2025 - fixed rate interest period through 2017; bore interest at 6.25% — 21,400 Finance Authority of Maine Solid Waste Disposal Revenue Bonds Series 2005R-1; letter of credit backed due January 2025 - bore interest at SIFMA Index — 3,600 Other: Capital leases maturing through April 2023; bearing interest at up to 7.70% 5,318 5,534 Notes payable maturing through January 2021; bearing interest at up to 7.00% 407 449 Principal amount of long-term debt and capital leases 524,850 525,583 Less—unamortized discount and debt issuance costs (1) 16,438 16,936 Long-term debt and capital leases less unamortized discount and debt issuance costs 508,412 508,647 Less—current maturities of long-term debt 4,669 4,686 $ 503,743 $ 503,961 (1) A summary of unamortized discount and debt issuance costs by debt instrument follows: March 31, December 31, Revolving Credit Facility $ 4,709 $ 4,965 Term Loan B Facility (including unamortized discount of $1,655 and $1,712) 7,462 7,718 New York State Environmental Facilities Corporation Solid Waste Disposal Revenue Bonds Series 2014 1,174 1,221 New York State Environmental Facilities Corporation Solid Waste Disposal Revenue Bonds Series 2014R-2 556 571 Finance Authority of Maine Solid Waste Disposal Revenue Bonds Series 2005R-3 666 — Finance Authority of Maine Solid Waste Disposal Revenue Bonds Series 2015 743 760 Vermont Economic Development Authority Solid Waste Disposal Long-Term Revenue Bonds Series 2013 597 605 Business Finance Authority of the State of New Hampshire Solid Waste Disposal Revenue Bonds Series 2013 531 563 Finance Authority of Maine Solid Waste Disposal Revenue Bonds Series 2005R-1 — 31 Finance Authority of Maine Solid Waste Disposal Revenue Bonds Series 2005R-2 — 502 $ 16,438 $ 16,936 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Equity [Abstract] | |
Summary of Stock Option Activity | A summary of stock option activity follows: Stock Options (1) Weighted Average Exercise Price Weighted Average Remaining Contractual Term (years) Aggregate Intrinsic Value Outstanding, December 31, 2016 1,115 $ 6.13 Granted — $ — Exercised (33 ) $ 11.01 Forfeited (2 ) $ 4.06 Outstanding, March 31, 2017 1,080 $ 5.98 5.7 $ 8,787 Exercisable, March 31, 2017 747 $ 5.51 4.5 $ 6,431 Unvested, March 31, 2017 373 $ 7.62 8.4 $ 2,421 (1) Market-based performance stock options are included at the 100% attainment level. Attainment of the maximum performance targets and market achievements would result in the issuance of an additional 40 shares of Class A common stock currently included in unvested. |
Summary of Restricted Stock, Restricted Stock Unit and Performance-based Stock Unit Activity | A summary of restricted stock, restricted stock unit and performance stock unit activity follows: Restricted Stock, Restricted Stock Units, and Performance Stock Units (1) Weighted Average Exercise Price Weighted Average Remaining Contractual Term (years) Aggregate Intrinsic Value Outstanding, December 31, 2016 1,099 $ 7.03 Granted 407 $ 12.13 Class A Common Stock Vested (288 ) $ 5.01 Forfeited (17 ) $ 5.94 Outstanding, March 31, 2017 1,201 $ 9.20 1.9 $ 5,936 Unvested, March 31, 2017 1,563 $ 9.97 2.0 $ 6,539 (1) Market-based performance stock unit grants are included at the 100% attainment level. Attainment of the maximum performance targets and market achievements would result in the issuance of an additional 362 shares of Class A common stock currently included in unvested. |
Summary of Changes in Balances of Each Component of Accumulated Other Comprehensive Loss | A summary of the changes in the balances of each component of accumulated other comprehensive loss , net of tax follows: Marketable Securities Interest Rate Swaps Balance, December 31, 2016 $ (68 ) $ — Other comprehensive income (loss) before reclassifications 23 (110 ) Amounts reclassified from accumulated other comprehensive income (loss) — 69 Net current-period other comprehensive income (loss) 23 (41 ) Balance, March 31, 2017 $ (45 ) $ (41 ) |
Summary of Reclassifications Out of Accumulated Other Comprehensive Loss | A summary of reclassifications out of accumulated other comprehensive loss , net of tax follows: Three Months Ended 2017 2016 Details About Accumulated Other Comprehensive Loss Components Amounts Reclassified Out of Accumulated Other Comprehensive Loss Affected Line Item in the Consolidated Statements of Operations Interest rate swaps 69 — Interest expense 69 — Loss before income taxes — — Provision (benefit) for income taxes $ 69 $ — Net loss |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Summary of Numerator and Denominators Used in Computation of Earnings Per Share | A summary of the numerator and denominators used in the computation of earnings per share follows: Three Months Ended 2017 2016 Numerator: Net loss attributable to common stockholders $ (224 ) $ (7,608 ) Denominators: Number of shares outstanding, end of period: Class A common stock 40,892 40,243 Class B common stock 988 988 Unvested restricted stock (88 ) (115 ) Effect of weighted average shares outstanding (208 ) (120 ) Basic and diluted weighted average common shares outstanding 41,584 40,996 Anti-dilutive potentially issuable shares 2,683 2,445 |
FAIR VALUE OF FINANCIAL INSTR27
FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Summary of Assets and Liabilities Measured at Fair Value on Recurring Basis | Summaries of our financial assets and liabilities that are measured at fair value on a recurring basis follow: Fair Value Measurement at March 31, 2017 Using: Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Interest rate derivatives $ — $ 388 $ — Restricted investments - landfill closure 1,039 — — Total $ 1,039 $ 388 $ — Liabilities: Interest rate derivatives $ — $ 454 $ — Fair Value Measurement at December 31, 2016 Using: Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Restricted investments - landfill closure $ 1,002 $ — $ — |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Segment Reporting [Abstract] | |
Summary of Financial Information by Reportable Segment | Three Months Ended March 31, 2017 Segment Outside revenues Inter-company revenue Depreciation and amortization Operating income Total assets Eastern $ 38,686 $ 9,522 $ 5,404 $ 21 $ 197,817 Western 54,144 15,781 6,604 4,089 324,262 Recycling 16,635 (244 ) 1,004 1,583 50,138 Other 24,337 374 837 871 49,032 Eliminations — (25,433 ) — — — Total $ 133,802 $ — $ 13,849 $ 6,564 $ 621,249 Three Months Ended March 31, 2016 Segment Outside revenues Inter-company revenue Depreciation and amortization Operating income (loss) Total assets Eastern $ 38,987 $ 9,536 $ 6,190 $ (788 ) $ 209,315 Western 52,462 14,852 6,490 2,993 312,369 Recycling 10,638 631 1,092 (1,074 ) 48,042 Other 23,345 280 681 843 50,680 Eliminations — (25,299 ) — — — Total $ 125,432 $ — $ 14,453 $ 1,974 $ 620,406 |
Summary of Revenues Attributable to Services Provided by Company | A summary of our revenues attributable to services provided follows: Three Months Ended 2017 2016 Collection $ 59,838 $ 57,851 Disposal 31,281 32,253 Power generation 1,352 1,707 Processing 1,660 973 Solid waste operations 94,131 92,784 Organics 9,214 8,935 Customer solutions 13,822 13,075 Recycling 16,635 10,638 Total revenues $ 133,802 $ 125,432 |
BASIS OF PRESENTATION (Details)
BASIS OF PRESENTATION (Details) | 3 Months Ended |
Mar. 31, 2017regional_operating_segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of regional operating segments | 2 |
BUSINESS COMBINATIONS - Additio
BUSINESS COMBINATIONS - Additional Information (Details) - Western - transfer_station | 3 Months Ended | |
Mar. 31, 2017 | Jun. 30, 2016 | |
Solid Waste Collection | ||
Business Acquisition [Line Items] | ||
Number of transfer stations acquired | 1 | |
Transfer Stations Acquisition | ||
Business Acquisition [Line Items] | ||
Number of transfer stations acquired | 3 |
BUSINESS COMBINATIONS - Summary
BUSINESS COMBINATIONS - Summary of Purchase Price Paid for Acquisitions (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Allocated as follows: | |||
Excess purchase price allocated to goodwill | $ 119,936 | $ 119,899 | |
Transfer Stations Acquisition | |||
Purchase Price: | |||
Cash paid for acquisitions | 414 | $ 0 | |
Holdback | 46 | 0 | |
Total | 460 | 0 | |
Allocated as follows: | |||
Equipment | 170 | 0 | |
Intangible assets | 262 | 0 | |
Other liabilities, net | (9) | 0 | |
Fair value of assets acquired and liabilities assumed | 423 | 0 | |
Excess purchase price allocated to goodwill | $ 37 | $ 0 |
BUSINESS COMBINATIONS - Schedul
BUSINESS COMBINATIONS - Schedule of Unaudited Pro forma Combined Information (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Business Combinations [Abstract] | ||
Revenue | $ 133,916 | $ 126,426 |
Operating income | 6,577 | 1,914 |
Net loss attributable to common stockholders | $ (217) | $ (7,645) |
Basic earnings per share attributable to common stockholders (in USD per share) | $ (0.01) | $ (0.19) |
Basic weighted average common shares outstanding (in shares) | 41,584 | 40,996 |
GOODWILL AND INTANGIBLE ASSET33
GOODWILL AND INTANGIBLE ASSETS - Schedule of Activity and Balances Related to Goodwill by Operating Segment (Detail) $ in Thousands | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | $ 119,899 |
Acquisitions | 37 |
Goodwill, ending balance | 119,936 |
Eastern | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | 17,429 |
Acquisitions | 0 |
Goodwill, ending balance | 17,429 |
Western | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | 88,426 |
Acquisitions | 37 |
Goodwill, ending balance | 88,463 |
Recycling | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | 12,315 |
Acquisitions | 0 |
Goodwill, ending balance | 12,315 |
Other | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | 1,729 |
Acquisitions | 0 |
Goodwill, ending balance | $ 1,729 |
GOODWILL AND INTANGIBLE ASSET34
GOODWILL AND INTANGIBLE ASSETS - Summary of Intangible Assets by Intangible Asset Type (Detail) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | $ 33,928 | $ 33,665 |
Less accumulated amortization | (26,456) | (25,969) |
Intangible assets, net | 7,472 | 7,696 |
Covenants Not-to-Compete | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | 17,624 | 17,594 |
Less accumulated amortization | (16,517) | (16,402) |
Intangible assets, net | 1,107 | 1,192 |
Client Lists | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | 16,304 | 16,071 |
Less accumulated amortization | (9,939) | (9,567) |
Intangible assets, net | $ 6,365 | $ 6,504 |
GOODWILL AND INTANGIBLE ASSET35
GOODWILL AND INTANGIBLE ASSETS - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Intangible amortization expenses | $ 487 | $ 524 |
GOODWILL AND INTANGIBLE ASSET36
GOODWILL AND INTANGIBLE ASSETS - Summary of Intangible Amortization Expense Estimated (Detail) $ in Thousands | Mar. 31, 2017USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Estimated Future Amortization Expense, For the fiscal year ending December 31, 2017 | $ 1,455 |
Estimated Future Amortization Expense, For the fiscal year ending December 31, 2018 | 1,741 |
Estimated Future Amortization Expense, For the fiscal year ending December 31, 2019 | 1,366 |
Estimated Future Amortization Expense, For the fiscal year ending December 31, 2020 | 1,168 |
Estimated Future Amortization Expense, For the fiscal year ending December 31, 2021 | 910 |
Estimated Future Amortization Expense, Thereafter | $ 832 |
ACCRUED FINAL CAPPING, CLOSUR37
ACCRUED FINAL CAPPING, CLOSURE AND POST CLOSURE - Summary of Changes to Accrued Capping, Closure and Post-Closure Liabilities (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward] | ||
Beginning balance | $ 44,207 | $ 41,041 |
Obligations incurred | 556 | 526 |
Accretion expense | 965 | 886 |
Obligations settled | (126) | (198) |
Ending balance | $ 45,602 | $ 42,255 |
LONG-TERM DEBT - Summary of Com
LONG-TERM DEBT - Summary of Components of Long-Term Debt and Capital Leases by Debt Instrument (Detail) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||
Long-term debt and capital lease | $ 524,850 | $ 525,583 |
Less—unamortized discount and debt issuance costs | 16,438 | 16,936 |
Long-term debt and capital leases less unamortized discount and debt issuance costs | 508,412 | 508,647 |
Less—current maturities of long-term debt | 4,669 | 4,686 |
Non current portion of long term debt and capital lease obligation | 503,743 | 503,961 |
Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Long-term debt and capital lease | 63,000 | 62,600 |
Less—unamortized discount and debt issuance costs | 4,709 | 4,965 |
New York State Environmental Facilities Corporation Solid Waste Disposal Revenue Bonds Series 2014 due December 2044 - fixed rate interest period through 2019; bearing interest at 3.75% | ||
Debt Instrument [Line Items] | ||
Long-term debt and capital lease | 25,000 | 25,000 |
Less—unamortized discount and debt issuance costs | 1,174 | 1,221 |
New York State Environmental Facilities Corporation Solid Waste Disposal Revenue Bonds Series 2014R-2 due December 2044 - fixed rate interest period through 2026; bearing interest at 3.125% | ||
Debt Instrument [Line Items] | ||
Long-term debt and capital lease | 15,000 | 15,000 |
Less—unamortized discount and debt issuance costs | 556 | 571 |
Finance Authority of Maine Solid Waste Disposal Revenue Bonds Series 2005R-3 due January 2025 - fixed rate interest period through 2025; bearing interest at 5.25% | ||
Debt Instrument [Line Items] | ||
Long-term debt and capital lease | 25,000 | 0 |
Less—unamortized discount and debt issuance costs | 666 | 0 |
Finance Authority of Maine Solid Waste Disposal Revenue Bonds Series 2015 due August 2035 - fixed rate interest period through 2025; bearing interest at 5.125% | ||
Debt Instrument [Line Items] | ||
Long-term debt and capital lease | 15,000 | 15,000 |
Less—unamortized discount and debt issuance costs | 743 | 760 |
Vermont Economic Development Authority Solid Waste Disposal Long-Term Revenue Bonds Series 2013 due April 2036 - fixed rate interest period through 2018; bearing interest at 4.75% | ||
Debt Instrument [Line Items] | ||
Long-term debt and capital lease | 16,000 | 16,000 |
Less—unamortized discount and debt issuance costs | 597 | 605 |
Business Finance Authority of the State of New Hampshire Solid Waste Disposal Revenue Bonds Series 2013 due April 2029 - fixed rate interest period through 2019; bearing interest at 4.00% | ||
Debt Instrument [Line Items] | ||
Long-term debt and capital lease | 11,000 | 11,000 |
Less—unamortized discount and debt issuance costs | 531 | 563 |
Finance Authority of Maine Solid Waste Disposal Revenue Bonds Series 2005R-2 due January 2025 - fixed rate interest period through 2017; bore interest at 6.25% | ||
Debt Instrument [Line Items] | ||
Long-term debt and capital lease | 0 | 21,400 |
Less—unamortized discount and debt issuance costs | 0 | 502 |
Finance Authority of Maine Solid Waste Disposal Revenue Bonds Series 2005R-1; letter of credit backed due January 2025 - bore interest at SIFMA Index | ||
Debt Instrument [Line Items] | ||
Long-term debt and capital lease | 0 | 3,600 |
Less—unamortized discount and debt issuance costs | 0 | 31 |
Capital Lease Obligations | ||
Debt Instrument [Line Items] | ||
Long-term debt and capital lease | 5,318 | 5,534 |
Notes Payable | ||
Debt Instrument [Line Items] | ||
Long-term debt and capital lease | 407 | 449 |
Term Loan B Facility due October 2023; bearing interest at LIBOR plus 3.00% | Secured Debt | ||
Debt Instrument [Line Items] | ||
Long-term debt and capital lease | 349,125 | 350,000 |
Less—unamortized discount and debt issuance costs | 7,462 | 7,718 |
Unamortized discount | $ 1,655 | $ 1,712 |
LONG-TERM DEBT - Summary of C39
LONG-TERM DEBT - Summary of Components of Long-Term Debt and Capital Leases by Debt Instruments, Interest Rates (Detail) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Debt instrument variable rate basis | 2.75% | 3.00% |
New York State Environmental Facilities Corporation Solid Waste Disposal Revenue Bonds Series 2014 due December 2044 - fixed rate interest period through 2019; bearing interest at 3.75% | ||
Debt Instrument [Line Items] | ||
Debt instrument stated percentage | 3.75% | |
New York State Environmental Facilities Corporation Solid Waste Disposal Revenue Bonds Series 2014R-2 due December 2044 - fixed rate interest period through 2026; bearing interest at 3.125% | ||
Debt Instrument [Line Items] | ||
Debt instrument stated percentage | 3.125% | |
Finance Authority of Maine Solid Waste Disposal Revenue Bonds Series 2005R-2 due January 2025 - fixed rate interest period through 2017; bore interest at 6.25% | ||
Debt Instrument [Line Items] | ||
Debt instrument stated percentage | 6.25% | |
Finance Authority of Maine Solid Waste Disposal Revenue Bonds Series 2005R-3 due January 2025 - fixed rate interest period through 2025; bearing interest at 5.25% | ||
Debt Instrument [Line Items] | ||
Debt instrument stated percentage | 5.25% | |
Finance Authority of Maine Solid Waste Disposal Revenue Bonds Series 2015 due August 2035 - fixed rate interest period through 2025; bearing interest at 5.125% | ||
Debt Instrument [Line Items] | ||
Debt instrument stated percentage | 5.125% | |
Vermont Economic Development Authority Solid Waste Disposal Long-Term Revenue Bonds Series 2013 due April 2036 - fixed rate interest period through 2018; bearing interest at 4.75% | ||
Debt Instrument [Line Items] | ||
Debt instrument stated percentage | 4.75% | |
Business Finance Authority of the State of New Hampshire Solid Waste Disposal Revenue Bonds Series 2013 due April 2029 - fixed rate interest period through 2019; bearing interest at 4.00% | ||
Debt Instrument [Line Items] | ||
Debt instrument stated percentage | 4.00% | |
Capital Lease Obligations | ||
Debt Instrument [Line Items] | ||
Debt instrument stated percentage | 7.70% | |
Notes Payable | ||
Debt Instrument [Line Items] | ||
Debt instrument stated percentage | 7.00% | |
Senior Subordinated Notes Due 2019 Notes | ||
Debt Instrument [Line Items] | ||
Debt instrument stated percentage | 7.75% | |
Term Loan B Facility due October 2023; bearing interest at LIBOR plus 3.00% | Secured Debt | ||
Debt Instrument [Line Items] | ||
Debt instrument variable rate basis | 3.00% |
LONG-TERM DEBT - Additional Inf
LONG-TERM DEBT - Additional Information (Detail) | 1 Months Ended | 3 Months Ended | ||
Apr. 30, 2017USD ($) | Mar. 31, 2017USD ($)interest_rate_derviative | Mar. 31, 2016USD ($) | Feb. 28, 2017USD ($) | |
Debt Instrument [Line Items] | ||||
Gain (loss) on debt extinguishment | $ (472,000) | $ 48,000 | ||
Secured Debt | Term Loan B Facility due October 2023; bearing interest at LIBOR plus 3.00% | ||||
Debt Instrument [Line Items] | ||||
Debt instrument variable rate basis | 3.00% | |||
New York Bonds 2016 | Finance Authority of Maine Solid Waste Disposal Revenue Bonds Series 2005R-2 due January 2025 - fixed rate interest period through 2017; bore interest at 6.25% | ||||
Debt Instrument [Line Items] | ||||
Aggregate principal amount | $ 21,400,000 | |||
New York Bonds 2016 | Finance Authority of Maine Solid Waste Disposal Revenue Bonds Series 2005R-3 due January 2025 - fixed rate interest period through 2025; bearing interest at 5.25% | ||||
Debt Instrument [Line Items] | ||||
Aggregate principal amount | $ 25,000,000 | |||
Debt instrument interest rate | 5.25% | |||
Senior Subordinated Notes Due 2019 Notes | ||||
Debt Instrument [Line Items] | ||||
Debt instrument interest rate | 7.75% | |||
Maine Bonds | Variable Rate Bonds | ||||
Debt Instrument [Line Items] | ||||
Carrying value of bonds | $ 3,600,000 | |||
Subsequent Event | Secured Debt | Term Loan B Facility due October 2023; bearing interest at LIBOR plus 3.00% | ||||
Debt Instrument [Line Items] | ||||
Aggregate principal amount | $ 350,000,000 | |||
Subsequent Event | Secured Debt | Term Loan B Facility due October 2023; bearing interest at LIBOR plus 3.00% | ||||
Debt Instrument [Line Items] | ||||
Net leverage ratio | 3.75 | |||
Cash Flow Hedging | ||||
Debt Instrument [Line Items] | ||||
Derivative asset fair value | 388,000 | |||
Derivative liability fair value | $ 454,000 | |||
Cash Flow Hedging | Interest Rate Derivative | ||||
Debt Instrument [Line Items] | ||||
Interest rate derivatives entered into | interest_rate_derviative | 3 | |||
Notional amount | $ 60,000,000 | |||
Weighted average rate paid | 1.95% | |||
Cash Flow Hedging | Interest Rate Derivative - February 2021 | ||||
Debt Instrument [Line Items] | ||||
Notional amount | $ 35,000,000 | |||
Cash Flow Hedging | Interest Rate Derivative - February 2022 | ||||
Debt Instrument [Line Items] | ||||
Notional amount | $ 25,000 | |||
LIBOR | Subsequent Event | Secured Debt | Term Loan B Facility due October 2023; bearing interest at LIBOR plus 3.00% | ||||
Debt Instrument [Line Items] | ||||
Debt instrument variable rate basis | 2.75% | |||
LIBOR | Cash Flow Hedging | Interest Rate Derivative | ||||
Debt Instrument [Line Items] | ||||
Floor interest rate received | 1.00% | |||
LIBOR Floor | Subsequent Event | Secured Debt | Term Loan B Facility due October 2023; bearing interest at LIBOR plus 3.00% | ||||
Debt Instrument [Line Items] | ||||
Debt instrument variable rate basis | 1.00% | |||
Base Rate | Subsequent Event | Secured Debt | Term Loan B Facility due October 2023; bearing interest at LIBOR plus 3.00% | ||||
Debt Instrument [Line Items] | ||||
Debt instrument variable rate basis | 1.75% | |||
Decrease in applicable interest margin | 0.25% | |||
Revolving Credit Facility | Subsequent Event | Line of Credit | Revolving Credit Facility due October 2021 | ||||
Debt Instrument [Line Items] | ||||
Revolving facility amount | $ 160,000,000 | |||
Consolidated net leverage ratio of 3.75x or less | LIBOR | Subsequent Event | Secured Debt | Term Loan B Facility due October 2023; bearing interest at LIBOR plus 3.00% | ||||
Debt Instrument [Line Items] | ||||
Debt instrument variable rate basis | 2.50% | |||
Consolidated net leverage ratio of 3.75x or less | LIBOR Floor | Subsequent Event | Secured Debt | Term Loan B Facility due October 2023; bearing interest at LIBOR plus 3.00% | ||||
Debt Instrument [Line Items] | ||||
Debt instrument variable rate basis | 1.00% | |||
Consolidated net leverage ratio of 3.75x or less | Base Rate | Subsequent Event | Secured Debt | Term Loan B Facility due October 2023; bearing interest at LIBOR plus 3.00% | ||||
Debt Instrument [Line Items] | ||||
Debt instrument variable rate basis | 1.50% |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Additional Information (Detail) | Apr. 28, 2017USD ($) | Apr. 30, 2011USD ($) | May 31, 2009USD ($) | Apr. 26, 2017USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Jan. 29, 2016 | Dec. 20, 2000a |
Potsdam Environmental Remediation Liability | ||||||||
Loss Contingencies [Line Items] | ||||||||
Scrap yard and solid waste transfer station (in acres) | a | 25 | |||||||
Estimate of total undiscounted costs associated with implementing the preferred remedies | $ 12,130,000 | $ 10,219,000 | ||||||
Remediation activities, participant share percentage | 15.00% | |||||||
Risk free interest rate | 1.50% | |||||||
Accrual for Environmental Loss Contingencies | $ 5,866,000 | $ 5,866,000 | ||||||
Subsequent Event | Notice of Intent to Sue under the Resource Conservation and Recovery Act | ||||||||
Loss Contingencies [Line Items] | ||||||||
Shared costs | $ 5,000,000 | |||||||
Subsequent Event | MADEP and Casella Waste System | Notice of Intent to Sue under the Resource Conservation and Recovery Act | ||||||||
Loss Contingencies [Line Items] | ||||||||
Shared costs | $ 10,000,000 | |||||||
Subsequent Event | 21E Settlement and Water System Construction Funding Agreement | Bonds | ||||||||
Loss Contingencies [Line Items] | ||||||||
Bond period | 20 years | |||||||
Aggregate principal amount | $ 5,000,000 | |||||||
Town of Southbridge, Massachusetts Landfill | ||||||||
Loss Contingencies [Line Items] | ||||||||
Investigative expenditure incurred, expect recovery amount | $ 2,809,000 |
STOCKHOLDERS' EQUITY - Addition
STOCKHOLDERS' EQUITY - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Restricted Stock, Restricted Stock Units, and Performance-Based Stock Units | |||
Limited Partners' Capital Account [Line Items] | |||
Stock-based compensation expense | $ 1,058 | $ 550 | |
Restricted Stock and Restricted Stock Unit | |||
Limited Partners' Capital Account [Line Items] | |||
Unrecognized stock-based compensation expense, weighted average period | 1 year 8 months 4 days | ||
Total fair value of other stock awards vested | $ 3,408 | ||
Unrecognized stock-based compensation expense | $ 4,704 | ||
Performance-Based Stock Units | |||
Limited Partners' Capital Account [Line Items] | |||
Unrecognized stock-based compensation expense, weighted average period | 2 years 2 months | ||
Stock Options | |||
Limited Partners' Capital Account [Line Items] | |||
Stock-based compensation expense | $ 171 | 146 | |
Aggregate intrinsic value of options exercised | 53 | ||
Unrecognized stock-based compensation expense | $ 947 | ||
Unrecognized stock-based compensation expense, weighted average period | 1 year | ||
Market-based Performance Stock Options | |||
Limited Partners' Capital Account [Line Items] | |||
Weighted average fair value (in dollars per share) | $ 12.51 | ||
Risk free interest rate | 1.45% | ||
Expected volatility | 32.80% | ||
Dividend yield | 0.00% | ||
Amended and Restated 1997 Employee Stock Purchase Plan | |||
Limited Partners' Capital Account [Line Items] | |||
Stock-based compensation expense | $ 28 | $ 26 | |
Non-Employee Director | Restricted Stock Awards | |||
Limited Partners' Capital Account [Line Items] | |||
Options vesting period | 3 years | ||
Minimum | 2016 Plan | |||
Limited Partners' Capital Account [Line Items] | |||
Options vesting period | 1 year | ||
Maximum | Performance-Based Stock Units | |||
Limited Partners' Capital Account [Line Items] | |||
Unrecognized stock-based compensation expense | $ 7,700 | ||
Maximum | 2016 Plan | |||
Limited Partners' Capital Account [Line Items] | |||
Options granted period | 10 years | ||
Options vesting period | 4 years | ||
Class A Common Stock | 2016 Plan | |||
Limited Partners' Capital Account [Line Items] | |||
Common stock, authorized shares (in shares) | 2,250,000 | ||
Number of shares available for future grant (in shares) | 1,927,000 | ||
Class A Common Stock | 2006 Incentive Plan | |||
Limited Partners' Capital Account [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 2,723,000 |
STOCKHOLDERS' EQUITY - Summary
STOCKHOLDERS' EQUITY - Summary of Stock Option Activity (Detail) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended |
Mar. 31, 2017USD ($)$ / sharesshares | |
Stock Options | |
Beginning balance, outstanding (in shares) | 1,115 |
Granted (in shares) | 0 |
Exercised (in shares) | (33) |
Forfeited (in shares) | (2) |
Ending balance, outstanding (in shares) | 1,080 |
Exercisable at end of period (in shares) | 747 |
Unvested at end of period (in shares) | 373 |
Weighted Average Exercise Price | |
Beginning balance, Outstanding (in USD per share) | $ / shares | $ 6.13 |
Granted (in USD per share) | $ / shares | 0 |
Exercised (in USD per share) | $ / shares | 11.01 |
Forfeited (in USD per share) | $ / shares | 4.06 |
Ending balance, Outstanding (in USD per share) | $ / shares | 5.98 |
Exercisable at end of period (in USD per share) | $ / shares | 5.51 |
Unvested at end of period (in USD per share) | $ / shares | $ 7.62 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | |
Weighted Average Remaining Contractual Term, Outstanding | 5 years 8 months 12 days |
Weighted Average Remaining Contractual Term, Exercisable | 4 years 6 months |
Weighted Average Remaining Contractual Term, Unvested | 8 years 4 months 24 days |
Aggregate Intrinsic Value, Outstanding at end of period | $ | $ 8,787 |
Aggregate Intrinsic Value, Exercisable at end of period | $ | 6,431 |
Aggregate Intrinsic Value, Unvested at end of period | $ | $ 2,421 |
Market-based Performance Stock Options | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | |
Percentage of vesting of share-based compensation awards | 100.00% |
Issuance of additional shares (in shares) | 40 |
STOCKHOLDERS' EQUITY - Summar44
STOCKHOLDERS' EQUITY - Summary of Restricted Stock, Restricted Stock Unit and Performance-based Stock Unit Activity (Detail) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended |
Mar. 31, 2017USD ($)$ / sharesshares | |
Weighted Average Exercise Price | |
Outstanding at beginning of period (in USD per share) | $ / shares | $ 7.03 |
Granted (in USD per share) | $ / shares | 12.13 |
Forfeited (in USD per share) | $ / shares | 5.94 |
Outstanding at end of period (in USD per share) | $ / shares | 9.20 |
Expected to vest at end of period (in USD per share) | $ / shares | $ 9.97 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Abstract] | |
Weighted Average Remaining Contractual Term, Outstanding | 1 year 11 months |
Weighted Average Remaining Contractual Term, Expected to vest | 2 years |
Aggregate Intrinsic Value, Outstanding at end of period | $ | $ 5,936 |
Aggregate Intrinsic Value, Expected to vest at end of period | $ | $ 6,539 |
Restricted Stock, Restricted Stock Units, and Performance-Based Stock Units | |
Restricted Stock, Restricted Stock Units, and Performance-Based Stock Units | |
Outstanding at beginning of period | shares | 1,099 |
Granted (in shares) | shares | 407 |
Forfeited (in shares) | shares | (17) |
Outstanding at end of period | shares | 1,201 |
Expected to vest at end of period (in shares) | shares | 1,563 |
Class A Common Stock | |
Weighted Average Exercise Price | |
Class A Common Stock Vested (in USD per share) | $ / shares | $ 5.01 |
Class A Common Stock | Restricted Stock, Restricted Stock Units, and Performance-Based Stock Units | |
Restricted Stock, Restricted Stock Units, and Performance-Based Stock Units | |
Class A Common Stock Vested (in shares) | shares | (288) |
STOCKHOLDERS' EQUITY - Summar45
STOCKHOLDERS' EQUITY - Summary of Restricted Stock, Restricted Stock Unit and Performance-based Stock Unit Activity Footnote (Detail) - Performance-Based Stock Units shares in Thousands | 3 Months Ended |
Mar. 31, 2017shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Performance-based stock units, percentage of attainment level | 100.00% |
Class A Common Stock | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Performance-based stock units | 362 |
STOCKHOLDERS' EQUITY - Summar46
STOCKHOLDERS' EQUITY - Summary of Changes in Balances of Each Component of Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||
Beginning balance | $ (24,550) | |
Other comprehensive loss, net of tax | (18) | $ (83) |
Ending balance | (23,177) | |
Marketable Securities | ||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||
Beginning balance | (68) | |
Other comprehensive income (loss) before reclassifications | 23 | |
Amounts reclassified from accumulated other comprehensive income (loss) | 0 | |
Other comprehensive loss, net of tax | 23 | |
Ending balance | (45) | |
Interest Rate Swaps | ||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||
Beginning balance | 0 | |
Other comprehensive income (loss) before reclassifications | (110) | |
Amounts reclassified from accumulated other comprehensive income (loss) | 69 | |
Other comprehensive loss, net of tax | (41) | |
Ending balance | $ (41) |
STOCKHOLDERS' EQUITY - Summar47
STOCKHOLDERS' EQUITY - Summary of Reclassifications Out of Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||
Interest expense | $ 6,450 | $ 10,030 |
Loss before income taxes | 208 | 7,763 |
Provision (benefit) for income taxes | 16 | (149) |
Net loss | 224 | 7,614 |
Interest rate swaps | Accumulated Net Gain (Loss) from Cash Flow Hedges Including Portion Attributable to Noncontrolling Interest | Reclassification out of Accumulated Other Comprehensive Income | ||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||
Interest expense | 69 | 0 |
Loss before income taxes | 69 | 0 |
Provision (benefit) for income taxes | 0 | 0 |
Net loss | $ 69 | $ 0 |
EARNINGS PER SHARE - Summary of
EARNINGS PER SHARE - Summary of Numerator and Denominators Used in Computation of Earnings Per Share (Detail) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Numerator: | |||
Net loss attributable to common stockholders | $ (224) | $ (7,608) | |
Number of shares outstanding, end of period: | |||
Unvested restricted stock (in shares) | (88) | (115) | |
Effect of weighted average shares outstanding (in shares) | (208) | (120) | |
Basic and diluted weighted average common shares outstanding (in shares) | 41,584 | 40,996 | |
Antidilutive potentially issuable shares (in shares) | 2,683 | 2,445 | |
Class A Common Stock | |||
Number of shares outstanding, end of period: | |||
Common stock, outstanding shares (in shares) | 40,892 | 40,243 | 40,572 |
Class B Common Stock | |||
Number of shares outstanding, end of period: | |||
Common stock, outstanding shares (in shares) | 988 | 988 | 988 |
FAIR VALUE OF FINANCIAL INSTR49
FAIR VALUE OF FINANCIAL INSTRUMENTS - Summary of Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Assets: | ||
Restricted assets | $ 1,039 | $ 1,002 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Fair Value, Measurements, Recurring | ||
Assets: | ||
Interest rate derivatives | 0 | |
Restricted assets | 1,039 | |
Liabilities: | ||
Interest rate derivative | 0 | |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Fair Value, Measurements, Recurring | Restricted investments - landfill closure | ||
Assets: | ||
Restricted assets | 1,039 | 1,002 |
Significant Other Observable Inputs (Level 2) | Fair Value, Measurements, Recurring | ||
Assets: | ||
Interest rate derivatives | 388 | |
Restricted assets | 388 | |
Liabilities: | ||
Interest rate derivative | 454 | |
Significant Other Observable Inputs (Level 2) | Fair Value, Measurements, Recurring | Restricted investments - landfill closure | ||
Assets: | ||
Restricted assets | 0 | 0 |
Significant Unobservable Inputs (Level 3) | Fair Value, Measurements, Recurring | ||
Assets: | ||
Interest rate derivatives | 0 | |
Restricted assets | 0 | |
Liabilities: | ||
Interest rate derivative | 0 | |
Significant Unobservable Inputs (Level 3) | Fair Value, Measurements, Recurring | Restricted investments - landfill closure | ||
Assets: | ||
Restricted assets | $ 0 | $ 0 |
FAIR VALUE OF FINANCIAL INSTR50
FAIR VALUE OF FINANCIAL INSTRUMENTS - Additional Information (Detail) $ in Thousands | Mar. 31, 2017USD ($) |
Significant Other Observable Inputs (Level 2) | |
Debt Instrument [Line Items] | |
Carrying value of revolver debt | $ 63,000 |
Fair Value | Fixed Rate Bonds | |
Debt Instrument [Line Items] | |
Fair value of fixed rate debt | 104,308 |
Carrying Value | Fixed Rate Bonds | |
Debt Instrument [Line Items] | |
Fair value of fixed rate debt | 107,000 |
Term Loan B Facility due October 2023; bearing interest at LIBOR plus 3.00% | Fair Value | Secured Debt | Significant Other Observable Inputs (Level 2) | |
Debt Instrument [Line Items] | |
Fair value of fixed rate debt | 349,125 |
Term Loan B Facility due October 2023; bearing interest at LIBOR plus 3.00% | Carrying Value | Secured Debt | |
Debt Instrument [Line Items] | |
Fair value of fixed rate debt | $ 351,743 |
SEGMENT REPORTING - Summary of
SEGMENT REPORTING - Summary of Financial Information by Reportable Segment (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Segment Reporting Information [Line Items] | |||
Revenues | $ 133,802 | $ 125,432 | |
Inter-Company Revenues | 0 | 0 | |
Depreciation and amortization | 13,849 | 14,453 | |
Operating income (loss) | 6,564 | 1,974 | |
Total assets | 621,249 | 620,406 | $ 631,512 |
Operating Segments | Eastern | |||
Segment Reporting Information [Line Items] | |||
Revenues | 38,686 | 38,987 | |
Depreciation and amortization | 5,404 | 6,190 | |
Operating income (loss) | 21 | (788) | |
Total assets | 197,817 | 209,315 | |
Operating Segments | Western | |||
Segment Reporting Information [Line Items] | |||
Revenues | 54,144 | 52,462 | |
Depreciation and amortization | 6,604 | 6,490 | |
Operating income (loss) | 4,089 | 2,993 | |
Total assets | 324,262 | 312,369 | |
Operating Segments | Recycling | |||
Segment Reporting Information [Line Items] | |||
Revenues | 16,635 | 10,638 | |
Depreciation and amortization | 1,004 | 1,092 | |
Operating income (loss) | 1,583 | (1,074) | |
Total assets | 50,138 | 48,042 | |
Operating Segments | Other | |||
Segment Reporting Information [Line Items] | |||
Revenues | 24,337 | 23,345 | |
Depreciation and amortization | 837 | 681 | |
Operating income (loss) | 871 | 843 | |
Total assets | 49,032 | 50,680 | |
Eliminations | |||
Segment Reporting Information [Line Items] | |||
Revenues | 0 | 0 | |
Inter-Company Revenues | (25,433) | (25,299) | |
Depreciation and amortization | 0 | 0 | |
Operating income (loss) | 0 | 0 | |
Total assets | 0 | 0 | |
Eliminations | Eastern | |||
Segment Reporting Information [Line Items] | |||
Inter-Company Revenues | 9,522 | 9,536 | |
Eliminations | Western | |||
Segment Reporting Information [Line Items] | |||
Inter-Company Revenues | 15,781 | 14,852 | |
Eliminations | Recycling | |||
Segment Reporting Information [Line Items] | |||
Inter-Company Revenues | (244) | 631 | |
Eliminations | Other | |||
Segment Reporting Information [Line Items] | |||
Inter-Company Revenues | $ 374 | $ 280 |
SEGMENT REPORTING - Summary o52
SEGMENT REPORTING - Summary of Revenues Attributable to Services Provided by Company (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Revenue from External Customer [Line Items] | ||
Revenues | $ 133,802 | $ 125,432 |
Collection | ||
Revenue from External Customer [Line Items] | ||
Revenues | 59,838 | 57,851 |
Disposal | ||
Revenue from External Customer [Line Items] | ||
Revenues | 31,281 | 32,253 |
Power generation | ||
Revenue from External Customer [Line Items] | ||
Revenues | 1,352 | 1,707 |
Processing | ||
Revenue from External Customer [Line Items] | ||
Revenues | 1,660 | 973 |
Solid waste operations | ||
Revenue from External Customer [Line Items] | ||
Revenues | 94,131 | 92,784 |
Organics | ||
Revenue from External Customer [Line Items] | ||
Revenues | 9,214 | 8,935 |
Customer solutions | ||
Revenue from External Customer [Line Items] | ||
Revenues | 13,822 | 13,075 |
Recycling | ||
Revenue from External Customer [Line Items] | ||
Revenues | $ 16,635 | $ 10,638 |