Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2017 | Jul. 31, 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 | Jun. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Trading Symbol | CWST | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 41,047,965 | |
Class B Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 988,200 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 2,685 | $ 2,544 |
Accounts receivable - trade, net of allowance for doubtful accounts $601 and $1,069, respectively | 65,766 | 61,196 |
Refundable income taxes | 718 | 654 |
Prepaid expenses | 7,208 | 7,989 |
Inventory | 5,309 | 4,915 |
Other current assets | 967 | 1,290 |
Total current assets | 82,653 | 78,588 |
Property, plant, and equipment, net of accumulated depreciation and amortization of $865,595 and $837,122, respectively | 349,345 | 398,466 |
Goodwill | 121,700 | 119,899 |
Intangible assets, net | 8,169 | 7,696 |
Restricted assets | 1,065 | 1,002 |
Cost method investments | 12,333 | 12,333 |
Other non-current assets | 13,612 | 13,528 |
Total assets | 588,877 | 631,512 |
CURRENT LIABILITIES: | ||
Current maturities of long-term debt and capital leases | 5,016 | 4,686 |
Accounts payable | 43,539 | 44,997 |
Accrued payroll and related expenses | 5,910 | 12,505 |
Accrued interest | 2,039 | 4,654 |
Current accrued capping, closure and post-closure costs | 943 | 668 |
Other accrued liabilities | 20,597 | 14,916 |
Total current liabilities | 78,044 | 82,426 |
Long-term debt and capital leases, less current portion | 497,592 | 503,961 |
Accrued capping, closure and post-closure costs, less current portion | 55,804 | 43,539 |
Deferred income taxes | 6,462 | 6,178 |
Other long-term liabilities | 25,608 | 19,958 |
COMMITMENTS AND CONTINGENCIES | ||
Casella Waste Systems, Inc. stockholders' deficit | ||
Additional paid-in capital | 352,441 | 348,434 |
Accumulated deficit | (427,208) | (373,308) |
Accumulated other comprehensive loss | (286) | (68) |
Total Casella Waste Systems, Inc. stockholders' deficit | (74,633) | (24,526) |
Noncontrolling interests | 0 | (24) |
Total stockholders' deficit | (74,633) | (24,550) |
Total liabilities and stockholders' deficit | 588,877 | 631,512 |
Class A Common Stock | ||
Casella Waste Systems, Inc. stockholders' deficit | ||
Common stock | 410 | 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 | Jun. 30, 2017USD ($)vote$ / sharesshares | Dec. 31, 2016USD ($)vote$ / sharesshares |
Accounts receivable - trade, allowance for doubtful accounts | $ | $ 601 | $ 1,069 |
Property, plant and equipment, accumulated depreciation and amortization | $ | $ 783,128 | $ 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) | 41,042,000 | 40,572,000 |
Common stock, outstanding shares (in shares) | 41,042,000 | 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 | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Income Statement [Abstract] | ||||
Revenues | $ 154,016 | $ 144,670 | $ 287,818 | $ 270,103 |
Operating expenses: | ||||
Cost of operations | 102,519 | 95,188 | 197,063 | 185,606 |
General and administration | 18,794 | 18,084 | 37,638 | 36,672 |
Depreciation and amortization | 15,868 | 15,802 | 29,717 | 30,255 |
Southbridge landfill closure charge | 64,114 | 0 | 64,114 | 0 |
Total operating expenses | 201,295 | 129,074 | 328,532 | 252,533 |
Operating (loss) income | (47,279) | 15,596 | (40,714) | 17,570 |
Other expense (income): | ||||
Interest income | (52) | (60) | (121) | (164) |
Interest expense | 6,334 | 10,004 | 12,784 | 20,034 |
Loss on debt extinguishment | 46 | 593 | 517 | 545 |
Other income | (326) | (363) | (405) | (504) |
Other expense, net | 6,002 | 10,174 | 12,775 | 19,911 |
(Loss) income before income taxes | (53,281) | 5,422 | (53,489) | (2,341) |
Provision for income taxes | 394 | 230 | 411 | 81 |
Net (loss) income | (53,675) | 5,192 | (53,900) | (2,422) |
Less: Net loss attributable to noncontrolling interests | 0 | (3) | 0 | (9) |
Net (loss) income attributable to common stockholders | $ (53,675) | $ 5,195 | $ (53,900) | $ (2,413) |
Basic earnings per share attributable to common stockholders: | ||||
Weighted average common shares outstanding (in shares) | 41,811 | 41,132 | 41,698 | 41,064 |
Basic earnings per common share (in dollars per share) | $ (1.28) | $ 0.13 | $ (1.29) | $ (0.06) |
Diluted earnings per share attributable to common stockholders: | ||||
Weighted average common shares outstanding (in shares) | 41,811 | 41,598 | 41,698 | 41,064 |
Diluted earnings per common share (in dollars per share) | $ (1.28) | $ 0.12 | $ (1.29) | $ (0.06) |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Statement of Comprehensive Income [Abstract] | ||||
Net (loss) income | $ (53,675) | $ 5,192 | $ (53,900) | $ (2,422) |
Hedging activity: | ||||
Interest rate swap settlements | (149) | 0 | (194) | 0 |
Interest rate swap amounts reclassified into interest expense | 138 | 0 | 208 | 0 |
Unrealized loss resulting from changes in fair value of derivative instruments | (212) | 0 | (278) | 0 |
Unrealized gain (loss) resulting from changes in fair value of marketable securities | 23 | 44 | 46 | (39) |
Other comprehensive (loss) income, before tax | (200) | 44 | (218) | (39) |
Income tax expense related to items of other comprehensive loss | 0 | 0 | 0 | 0 |
Other comprehensive (loss) income, net of tax | (200) | 44 | (218) | (39) |
Comprehensive (loss) income | (53,875) | 5,236 | (54,118) | (2,461) |
Less: Comprehensive loss attributable to noncontrolling interests | 0 | (3) | 0 | (9) |
Comprehensive (loss) income attributable to common stockholders | $ (53,875) | $ 5,239 | $ (54,118) | $ (2,452) |
CONSOLIDATED STATEMENT OF STOCK
CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT (Unaudited) - 6 months ended Jun. 30, 2017 - USD ($) shares in Thousands, $ in Thousands | Total | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other 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 | ||
Beginning balance (in shares) at Dec. 31, 2016 | 40,572 | 40,572 | 988 | 988 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net loss | (53,900) | (53,900) | 0 | ||||||
Other comprehensive loss | (218) | (218) | |||||||
Issuances of Class A common stock | 1,099 | 1,095 | $ 4 | ||||||
Issuances of Class A common stock (in shares) | 470 | ||||||||
Stock-based compensation | 2,912 | 2,912 | |||||||
Other | 24 | 24 | |||||||
Ending balance at Jun. 30, 2017 | $ (74,633) | $ 352,441 | $ (427,208) | $ (286) | $ 0 | $ 410 | $ 10 | ||
Ending balance (in shares) at Jun. 30, 2017 | 41,042 | 41,042 | 988 | 988 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (53,900) | $ (2,422) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation and amortization | 29,717 | 30,255 |
Depletion of landfill operating lease obligations | 4,173 | 4,443 |
Interest accretion on landfill and environmental remediation liabilities | 1,939 | 1,782 |
Amortization of debt issuance costs and discount on long-term debt | 1,320 | 2,079 |
Stock-based compensation | 2,912 | 1,622 |
Gain on sale of property and equipment | (97) | (520) |
Southbridge landfill non-cash closure charge | 63,526 | 0 |
Loss on debt extinguishment | 517 | 545 |
Deferred income taxes | 284 | 303 |
Changes in assets and liabilities, net of effects of acquisitions and divestitures: | ||
Accounts receivable | (4,570) | (916) |
Accounts payable | (1,458) | 1,116 |
Prepaid expenses, inventories and other assets | 517 | (782) |
Accrued expenses and other liabilities | (4,871) | (1,920) |
Net cash provided by operating activities | 40,009 | 35,585 |
Cash Flows from Investing Activities: | ||
Acquisitions, net of cash acquired | (2,694) | (2,439) |
Acquisition related additions to property, plant and equipment | (176) | (38) |
Additions to property, plant and equipment | (24,372) | (23,460) |
Payments on landfill operating lease contracts | (3,177) | (3,326) |
Proceeds from sale of property and equipment | 382 | 957 |
Net cash used in investing activities | (30,037) | (28,306) |
Cash Flows from Financing Activities: | ||
Proceeds from long-term borrowings | 117,000 | 126,000 |
Principal payments on long-term debt | (126,238) | (132,716) |
Payments of debt issuance costs | (1,451) | (682) |
Payments of debt extinguishment costs | 0 | (310) |
Proceeds from the exercise of share based awards | 858 | 0 |
Change in restricted cash | 0 | 499 |
Net cash used in financing activities | (9,831) | (7,209) |
Net increase in cash and cash equivalents | 141 | 70 |
Cash and cash equivalents, beginning of period | 2,544 | 2,312 |
Cash and cash equivalents, end of period | 2,685 | 2,382 |
Cash paid during the period for: | ||
Interest | 14,079 | 18,394 |
Income taxes, net of refunds | 189 | 203 |
Supplemental Disclosure of Non-Cash Investing and Financing Activities: | ||
Non-current assets obtained through long-term obligations | $ 2,813 | $ 866 |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 6 Months Ended |
Jun. 30, 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 and six months ended June 30, 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 June 30, 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 there are no subsequent events that require disclosure in this Quarterly Report on Form 10-Q. |
ACCOUNTING CHANGES
ACCOUNTING CHANGES | 6 Months Ended |
Jun. 30, 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 2017-09: Compensation - Stock Compensation (Topic 718) Requires that an entity should account for the effects of a modification to an award unless all of the following conditions are met: the fair value of the modified award is the same as the fair value of the original award immediately before the original award is modified; the vesting conditions of the modified award are the same as the vesting conditions immediately before the original award is modified; and the classification of modified award as an equity instrument or a liability instrument is the same as the classification of the original award immediately before the original award is modified. The adoption of this guidance could effect equity compensation expense and net income if there is a modification of an award. This guidance is effective January 1, 2018 with early adoption permitted. 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 because 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 charge 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, as amended through May 2017: 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, internal resources have reviewed the amended guidance and attended training to assist with the interpretation and implementation of the amended guidance. We have also consulted with outside resources to assist in applying and implementing this guidance. We are currently in the process of identifying, reviewing and documenting 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 | 6 Months Ended |
Jun. 30, 2017 | |
Business Combinations [Abstract] | |
BUSINESS COMBINATIONS | BUSINESS COMBINATIONS We acquired one solid waste collection business in our Eastern region and one solid waste collection business in our Western region during the six months ended June 30, 2017 . We acquired three transfer stations in our Western region during the three months ended June 30, 2016. The operating results of each acquired business is 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 acquisition, with the residual amount recorded as goodwill. A summary of the purchase price for these acquisitions and the allocation of the purchase price for these acquisitions follows: Six Months Ended 2017 2016 Purchase Price: Cash paid for acquisitions $ 2,664 $ 2,439 Notes payable 2,400 — Other non-cash considerations 100 — Holdbacks 196 400 Total 5,360 2,839 Allocated as follows: Current assets — 40 Land — 353 Building — 1,360 Equipment 2,291 269 Intangible assets 1,317 — Other liabilities, net (49 ) (106 ) Fair value of assets acquired and liabilities assumed 3,559 1,916 Excess purchase price allocated to goodwill $ 1,801 $ 923 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 Six Months Ended 2017 2016 2017 2016 Revenue $ 154,729 $ 145,911 $ 289,715 $ 273,408 Operating (loss) income $ (47,273 ) $ 15,625 $ (40,685 ) $ 17,548 Net (loss) income attributable to common stockholders $ (53,673 ) $ 5,208 $ (53,889 ) $ (2,435 ) Basic weighted average common shares outstanding 41,811 41,132 41,698 41,064 Basic earnings per share attributable to common stockholders $ (1.28 ) $ 0.13 $ (1.29 ) $ (0.06 ) Diluted weighted average shares outstanding 41,811 41,598 41,698 41,064 Diluted earnings per share attributable to common stockholders $ (1.28 ) $ 0.13 $ (1.29 ) $ (0.06 ) 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 | 6 Months Ended |
Jun. 30, 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 June 30, 2017 Eastern region $ 17,429 $ 1,764 $ 19,193 Western region 88,426 37 88,463 Recycling 12,315 — 12,315 Other 1,729 — 1,729 Total $ 119,899 $ 1,801 $ 121,700 A summary of intangible assets by intangible asset type follows: Covenants Not-to-Compete Client Lists Total Balance, June 30, 2017 Intangible assets $ 17,941 $ 17,189 $ 35,130 Less accumulated amortization (16,627 ) (10,334 ) (26,961 ) $ 1,314 $ 6,855 $ 8,169 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 $505 and $991 during the three and six months ended June 30, 2017 , respectively, as compared to $519 and $1,043 during the three and six months ended June 30, 2016 , respectively. 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 June 30, 2017 Fiscal year ending December 31, 2017 $ 1,048 Fiscal year ending December 31, 2018 $ 1,925 Fiscal year ending December 31, 2019 $ 1,563 Fiscal year ending December 31, 2020 $ 1,359 Fiscal year ending December 31, 2021 $ 1,094 Thereafter $ 1,180 |
ACCRUED FINAL CAPPING, CLOSURE
ACCRUED FINAL CAPPING, CLOSURE AND POST CLOSURE | 6 Months Ended |
Jun. 30, 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: Six Months Ended 2017 2016 Beginning balance $ 44,207 $ 41,041 Obligations incurred 1,310 1,143 Revisions in estimates (1) 9,598 (56 ) Accretion expense 1,939 1,782 Obligations settled (2) (307 ) (432 ) Ending balance $ 56,747 $ 43,478 (1) Relates to changes in estimates and assumptions concerning anticipated waste flow, cost and timing of future final capping, closure and post-closure activities at our Southbridge landfill associated with the Southbridge landfill closure. See Note 8, Commitments and Contingencies and Note 11, Other Items and Charges for disclosure regarding the matter. (2) Includes amounts that are being processed through accounts payable as a part of our disbursement cycle. |
OTHER ACCRUED LIABILITIES
OTHER ACCRUED LIABILITIES | 6 Months Ended |
Jun. 30, 2017 | |
Other Liabilities Disclosure [Abstract] | |
OTHER ACCRUED LIABILITIES | OTHER ACCRUED LIABILITIES A summary of other accrued liabilities, classified as current liabilities, follows: June 30, December 31, Self insurance reserve - current portion $ 4,229 $ 3,836 Other accrued liabilities 16,368 11,080 Total other accrued liabilities $ 20,597 $ 14,916 |
LONG-TERM DEBT
LONG-TERM DEBT | 6 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT | LONG-TERM DEBT A summary of long-term debt and capital leases by debt instrument follows: June 30, December 31, Senior Secured Credit Facility: Revolving Credit Facility due October 2021; bearing interest at LIBOR plus 2.75% and 3.00%, respectively $ 55,600 $ 62,600 Term Loan B Facility due October 2023; bearing interest at LIBOR plus 2.75% and 3.00%, respectively 348,250 350,000 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% 5,363 5,534 Notes payable maturing through June 2027; bearing interest at up to 7.00% 2,945 449 Principal amount of long-term debt and capital leases 519,158 525,583 Less—unamortized discount and debt issuance costs (1) 16,550 16,936 Long-term debt and capital leases less unamortized discount and debt issuance costs 502,608 508,647 Less—current maturities of long-term debt 5,016 4,686 $ 497,592 $ 503,961 (1) A summary of unamortized discount and debt issuance costs by debt instrument follows: June 30, December 31, Revolving Credit Facility $ 4,452 $ 4,965 Term Loan B Facility (including unamortized discount of $1,598 and $1,712) 7,970 7,718 New York State Environmental Facilities Corporation Solid Waste Disposal Revenue Bonds Series 2014 1,128 1,221 New York State Environmental Facilities Corporation Solid Waste Disposal Revenue Bonds Series 2014R-2 541 571 Finance Authority of Maine Solid Waste Disposal Revenue Bonds Series 2005R-3 645 — Finance Authority of Maine Solid Waste Disposal Revenue Bonds Series 2015 726 760 Vermont Economic Development Authority Solid Waste Disposal Long-Term Revenue Bonds Series 2013 589 605 Business Finance Authority of the State of New Hampshire Solid Waste Disposal Revenue Bonds Series 2013 499 563 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 $ 16,550 $ 16,936 Financing Activities Term Loan B Facility In the three months ended June 30, 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 quarter 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 $46 and $517 in the three and six months ended June 30, 2017 , respectively, as compared to a loss on debt extinguishment of $593 and $545 during the three and six months ended June 30, 2016 , respectively, associated with the following: • the write-off of debt issuance costs in connection with the amendment and repricing of our Term Loan B Facility in the three months ended June 30, 2017; • 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 quarter ended March 31, 2017; and • the write-off of debt issuance costs and unamortized original issue discount in proportion with the settlement amount, and the premium related to the redemption or repurchase price associated with the early retirement of $19,730 of our 7.75% senior subordinated notes due February 2019 in the three and six months ended June 30, 2016. Cash Flow Hedges In the quarter 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 June 30, 2017 , we have recorded a derivative asset with a fair value of $95 in other non-current assets and a derivative liability with a fair value of $373 in other accrued liabilities associated with these cash flow hedges. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 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 June 30, 2017 , we have incurred total costs of approximately $3,745 . 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. See also Note11, Other Items and Charges for information regarding the Southbridge landfill closure charge. 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 (“Residents”), indicating its intent to file suit against us on behalf of the Residents 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 (collectively 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 alleged that we had violated the Acts, and that they intended to seek appropriate relief in federal court for those alleged violations. On or about June 9, 2017, a lawsuit was filed against us, SRD and the Town in the United States District Court for the District of Massachusetts by the Citizen Groups and the Residents alleging violations of the Acts (the “Litigation”), and demanding a variety of remedies under the Acts, including fines, remediation, mitigation and costs of litigation, and remedies for violations of Massachusetts civil law related to personal and property damages, including remediation, diminution of property values, compensation for lost use and enjoyment of properties, enjoinment of further operation of the Southbridge Landfill, and costs of litigation, plus interest on any damage award, on behalf of the Residents. We believe the Litigation to be factually inaccurate, and without legal merit, and we and SRD intend to vigorously defend the Litigation. Nevertheless, we believe it is reasonably possible that a loss will occur as a result of the Litigation although an estimate of loss cannot be reasonably provided at this time due to the infancy of this matter. We also continue to believe the Town should be responsible for costs or liabilities associated with the Litigation 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. 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. As of June 30, 2017 , we have recorded an environmental remediation liability of $6,379 associated with the future installation of the Waterline in other accrued liabilities and other long-term liabilities. We inflated 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 2.6% . Our expenditures could be significantly higher if costs exceed estimates. See Note11, Other Items and Charges for information regarding the Southbridge landfill closure charge. 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 a declaratory judgment of Steadfast’s obligations under the Policy. We are in the discovery phase of this litigation. Steadfast has filed a Motion to Dismiss our litigation against it, and we filed our response on July 11, 2017. The costs and liabilities we may be required to incur in connection with the foregoing Southbridge Landfill matters could be material to our results of operations, our cash flows and our financial condition. On June 13, 2017, Town voters rejected a non-binding ballot initiative intended to provide guidance to Town officials with respect to our pursuit of other landfill development opportunities at the Southbridge Landfill. Following such rejection by the Town voters, our board of directors and senior management determined after due consideration of all facts and circumstances that it is no longer likely that further development at the existing landfill site will generate an adequate risk adjusted return at the Southbridge Landfill, and accordingly we expect to cease operations at the Southbridge Landfill when no further capacity is available, expected by no later than December 31, 2018. We have delivered correspondence to the Town to this effect on August 3, 2017, citing events of Change in Law and Force Majeure pursuant to our May 29, 2007 Extension Agreement with the Town ("Extension Agreement") and the impacts of such events on further expansion of the Southbridge Landfill. We have advised the Town that we see no economically feasible way to operate the Southbridge Landfill beyond its current permitted life. Following cessation of operations, we will proceed to conduct proper closure and other activities at the Southbridge Landfill in accordance with the Extension Agreement with the Town, and Federal, state and local law. We reached this conclusion after carefully evaluating the estimated future costs associated with the permitting, engineering and construction activities for the planned expansion of the Southbridge Landfill against the possible outcomes of the permitting process and the anticipated future benefits of successful expansions. Under the Extension Agreement, which we account for as an operating lease, there are potential contractual obligations and commitments, including future cash payments of $3,069 and services that extend beyond the current useful life of the Southbridge Landfill. In accordance with ASC 420 - Exit or Disposal Cost Obligations, a liability for costs to be incurred under a contract for its remaining term without economic benefit shall be recognized when we cease using the right conveyed by the contract. We may incur a loss associated with these potential contractual obligations upon ceasation of operations at the Southbridge Landfill, when remaining capacity is exhausted by the placement of waste at the site. 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 changes to the environmental remediation liability associated with the Potsdam site are as follows: Six Months Ended June 30, 2017 2016 Beginning balance $ 5,866 $ 5,221 Obligations settled (1) (5 ) — Ending balance $ 5,861 $ 5,221 (1) Includes amounts that are being processed through accounts payable as a part of our disbursement cycle. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 6 Months Ended |
Jun. 30, 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 June 30, 2017 , there were 1,897 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 (78 ) $ 11.01 Forfeited (2 ) $ 4.06 Outstanding, June 30, 2017 1,035 $ 5.76 5.7 $ 11,020 Exercisable, June 30, 2017 702 $ 5.15 4.6 $ 7,897 Unvested, June 30, 2017 373 $ 7.62 8.2 $ 3,280 (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 $176 and $347 during the three and six months ended June 30, 2017 , respectively, as compared to $146 and $292 during the three and six months ended June 30, 2016 , respectively. During the three and six months ended June 30, 2017 , the aggregate intrinsic value of stock options exercised was $153 and $206 , respectively. As of June 30, 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 $771 , which will be recognized over a weighted average period of 0.8 years. 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 granted to non-employee directors vest in full on the first anniversary of the grant date. Restricted stock units granted to employees vest incrementally over an identified service period beginning on the grant date based on continued employment. Performance stock units granted to employees, 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 Grant Date Fair Value Weighted Average Remaining Contractual Term (years) Aggregate Intrinsic Value Outstanding, December 31, 2016 1,099 $ 7.03 Granted 438 $ 12.32 Class A Common Stock Vested (370 ) $ 5.07 Forfeited (18 ) $ 5.99 Outstanding, June 30, 2017 1,149 $ 9.63 1.8 $ 7,784 Unvested, June 30, 2017 1,512 $ 10.32 1.9 $ 9,190 (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 363 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 $1,441 and $2,499 during the three and six months ended June 30, 2017 , respectively, as compared to $729 and $1,278 during the three and six months ended June 30, 2016 , respectively. During the three and six months ended June 30, 2017 , the total fair value of other stock awards vested was $1,362 and $4,770 , respectively. As of June 30, 2017 , total unrecognized stock-based compensation expense related to outstanding restricted stock and restricted stock units was $4,437 , which will be recognized over a weighted average period of 1.6 years. As of June 30, 2017 , maximum unrecognized stock-based compensation expense related to outstanding performance stock units, assuming the attainment of maximum performance targets, was $6,980 to be recognized over a weighted average period of 2.0 years. The weighted average fair value of market-based performance stock units granted during the six months ended June 30, 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 $37 and $65 of stock-based compensation expense related to our Amended and Restated 1997 Employee Stock Purchase Plan during the three and six months ended June 30, 2017 , respectively, as compared to $26 and $52 during the three and six months ended June 30, 2016 , respectively. 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 46 (472 ) Amounts reclassified from accumulated other comprehensive income (loss) — 208 Net current-period other comprehensive income (loss) 46 (264 ) Balance, June 30, 2017 $ (22 ) $ (264 ) A summary of reclassifications out of accumulated other comprehensive loss , net of tax follows: Three Months Ended Six Months Ended 2017 2016 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 $ 138 $ — $ 208 $ — Interest expense 138 — 208 — (Loss) income before income taxes — — — — Provision for income taxes $ 138 $ — $ 208 $ — Net (loss) income |
EARNINGS PER SHARE
EARNINGS PER SHARE | 6 Months Ended |
Jun. 30, 2017 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | EARNINGS PER SHARE Basic earnings per share is computed by dividing the net (loss) income from continuing operations attributable to common stockholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share is calculated based on the combined weighted average number of common shares and potentially dilutive shares, which include the assumed exercise of employee stock options, including market-based performance stock options based on the expected achievement of performance targets, unvested restricted stock awards, unvested restricted stock units and unvested performance stock units, including market-based performance units based on the expected achievement of performance targets. In computing diluted earnings per share, we utilize the treasury stock method. A summary of the numerator and denominators used in the computation of earnings per share follows: Three Months Ended Six Months Ended 2017 2016 2017 2016 Numerator: Net (loss) income attributable to common stockholders $ (53,675 ) $ 5,195 $ (53,900 ) $ (2,413 ) Denominators: Number of shares outstanding, end of period: Class A common stock 41,042 40,500 41,042 40,500 Class B common stock 988 988 988 988 Unvested restricted stock (88 ) (115 ) (88 ) (115 ) Effect of weighted average shares outstanding (131 ) (241 ) (244 ) (309 ) Basic weighted average common shares outstanding 41,811 41,132 41,698 41,064 Impact of potentially dilutive securities: Dilutive effect of stock options and other stock awards — 466 — — Diluted weighted average common shares outstanding 41,811 41,598 41,698 41,064 Anti-dilutive potentially issuable shares 2,586 473 2,586 2,211 |
OTHER ITEMS AND CHARGES
OTHER ITEMS AND CHARGES | 6 Months Ended |
Jun. 30, 2017 | |
Environmental Remediation Obligations [Abstract] | |
Other Items and Charges | Other Items and Charges Southbridge Landfill Closure Charge In June 2017, we initiated the plan to cease operations of our Southbridge landfill as disclosed in Note 8, Commitments and Contingencies. Accordingly, in the three months ended June 30, 2017, we recorded a charge associated with the closure of our Southbridge landfill as follows: Three Months Ended Six Months Ended 2017 2016 2017 2016 Asset impairment charge (1) $ 47,999 $ — $ 47,999 $ — Project development charge (2) 9,148 — 9,148 — Environmental remediation charge (3) 6,379 — 6,379 — Legal and transaction costs (4) 588 — 588 — Southbridge landfill closure charge $ 64,114 $ — — $ 64,114 $ — (1) We performed a test of recoverability under FASB ASC 360 - Property, Plant, and Equipment, which indicated that the carrying value of our asset group that includes the Southbridge landfill was no longer recoverable and, as a result, the asset group was assessed for impairment with an impairment charge allocated to the long-lived assets of Southbridge landfill in accordance with FASB ASC 360 - Property, Plant, and Equipment. See Note 12, Fair Value of Financial Instruments for additional disclosure. (2) We wrote-off deferred costs associated with landfill permitting activities no longer deemed viable. (3) We recorded an environmental remediation charge associated with the future installation of a municipal waterline. See Note 8, Commitments and Contingencies for additional disclosure. (4) We incurred legal and other transaction costs associated with various matters as part of the Southbridge landfill closure. See Note 8, Commitments and Contingencies for additional disclosure. |
FAIR VALUE OF FINANCIAL INSTRUM
FAIR VALUE OF FINANCIAL INSTRUMENTS | 6 Months Ended |
Jun. 30, 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. Recurring Fair Value Measurements Summaries of our financial assets and liabilities that are measured at fair value on a recurring basis follow: Fair Value Measurement at June 30, 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 $ — $ 95 $ — Restricted investments - landfill closure 1,065 — — Total $ 1,065 $ 95 $ — Liabilities: Interest rate derivatives $ — $ 373 $ — 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 $ — $ — Non-Recurring Fair Value Measurements A summary of our financial assets and liabilities that are measured at fair value on a non-recurring basis follows: Fair Value Measurement at June 30, 2017 Using: Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Southbridge landfill asset group - long-lived assets $ — $ — $ 8,017 As of June 30, 2017, our financial assets and liabilities recorded at fair value on a non-recurring basis include our asset group that includes the Southbridge landfill. The fair value of our asset group that includes the Southbridge landfill was measured by a third-party valuation specialist who completed a valuation analysis using an income approach based on discounted cash flows. See Note 8, Commitments and Contingencies and Note 11, Other Items and Charges for additional disclosure regarding the Southbridge landfill. Fair Value of Debt As of June 30, 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 $106,183 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 June 30, 2017 , the fair value of our Term Loan B Facility was approximately $349,556 and the carrying value was $348,250 . 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 June 30, 2017 , the fair value of our Revolving Credit Facility approximated its carrying value of $55,600 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 | 6 Months Ended |
Jun. 30, 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 June 30, 2017 Segment Outside revenues Inter-company revenue Depreciation and amortization Operating income (loss) Total assets Eastern $ 46,574 $ 13,202 $ 6,423 $ (60,324 ) $ 158,042 Western 64,372 18,625 7,586 10,770 328,207 Recycling 16,211 (245 ) 1,019 1,064 50,398 Other 26,859 611 840 1,211 52,230 Eliminations — (32,193 ) — — — Total $ 154,016 $ — $ 15,868 $ (47,279 ) $ 588,877 Three Months Ended June 30, 2016 Segment Outside revenues Inter-company revenue Depreciation and amortization Operating income (loss) Total assets Eastern $ 45,405 $ 11,692 $ 7,138 $ 3,079 $ 208,316 Western 59,460 17,889 6,908 10,175 319,480 Recycling 12,816 302 1,040 468 48,782 Other 26,989 404 716 1,874 55,043 Eliminations — (30,287 ) — — — Total $ 144,670 $ — $ 15,802 $ 15,596 $ 631,621 Six Months Ended June 30, 2017 Segment Outside revenues Inter-company revenue Depreciation and amortization Operating income (loss) Total assets Eastern $ 85,260 $ 22,724 $ 11,827 $ (60,304 ) $ 158,042 Western 118,515 34,407 14,191 14,859 328,207 Recycling 32,846 (489 ) 2,022 2,647 50,398 Other 51,197 985 1,677 2,084 52,230 Eliminations — (57,627 ) — — — Total $ 287,818 $ — $ 29,717 $ (40,714 ) $ 588,877 Six Months Ended June 30, 2016 Segment Outside revenues Inter-company revenue Depreciation and amortization Operating income (loss) Total assets Eastern $ 84,392 $ 21,229 $ 13,327 $ 2,291 $ 208,316 Western 111,922 32,740 13,398 13,169 319,480 Recycling 23,454 933 2,132 (606 ) 48,782 Other 50,335 684 1,398 2,716 55,043 Eliminations — (55,586 ) — — — Total $ 270,103 $ — $ 30,255 $ 17,570 $ 631,621 A summary of our revenues attributable to services provided follows: Three Months Ended Six Months Ended 2017 2016 2017 2016 Collection $ 66,308 $ 63,685 $ 126,145 $ 121,536 Disposal 42,172 39,384 73,454 71,637 Power generation 1,554 1,460 2,906 3,167 Processing 2,137 1,747 3,796 2,720 Solid waste operations 112,171 106,276 206,301 199,060 Organics 11,005 12,171 20,219 21,106 Customer solutions 14,629 13,407 28,452 26,483 Recycling 16,211 12,816 32,846 23,454 Total revenues $ 154,016 $ 144,670 $ 287,818 $ 270,103 |
ACCOUNTING CHANGES (Policies)
ACCOUNTING CHANGES (Policies) | 6 Months Ended |
Jun. 30, 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 and six months ended June 30, 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 June 30, 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 there are no subsequent events that require disclosure in this Quarterly Report on Form 10-Q. |
Accounting Standards that are Pending Adoption | Standard Description Effect on the Financial Statements or Other Significant Matters Accounting standards that are pending adoption ASU 2017-09: Compensation - Stock Compensation (Topic 718) Requires that an entity should account for the effects of a modification to an award unless all of the following conditions are met: the fair value of the modified award is the same as the fair value of the original award immediately before the original award is modified; the vesting conditions of the modified award are the same as the vesting conditions immediately before the original award is modified; and the classification of modified award as an equity instrument or a liability instrument is the same as the classification of the original award immediately before the original award is modified. The adoption of this guidance could effect equity compensation expense and net income if there is a modification of an award. This guidance is effective January 1, 2018 with early adoption permitted. 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 because 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 charge 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, as amended through May 2017: 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, internal resources have reviewed the amended guidance and attended training to assist with the interpretation and implementation of the amended guidance. We have also consulted with outside resources to assist in applying and implementing this guidance. We are currently in the process of identifying, reviewing and documenting 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. |
Legal Proceedings | 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. |
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. |
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. |
ACCOUNTING CHANGES (Tables)
ACCOUNTING CHANGES (Tables) | 6 Months Ended |
Jun. 30, 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 2017-09: Compensation - Stock Compensation (Topic 718) Requires that an entity should account for the effects of a modification to an award unless all of the following conditions are met: the fair value of the modified award is the same as the fair value of the original award immediately before the original award is modified; the vesting conditions of the modified award are the same as the vesting conditions immediately before the original award is modified; and the classification of modified award as an equity instrument or a liability instrument is the same as the classification of the original award immediately before the original award is modified. The adoption of this guidance could effect equity compensation expense and net income if there is a modification of an award. This guidance is effective January 1, 2018 with early adoption permitted. 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 because 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 charge 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, as amended through May 2017: 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, internal resources have reviewed the amended guidance and attended training to assist with the interpretation and implementation of the amended guidance. We have also consulted with outside resources to assist in applying and implementing this guidance. We are currently in the process of identifying, reviewing and documenting 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) | 6 Months Ended |
Jun. 30, 2017 | |
Business Combinations [Abstract] | |
Summary of Purchase Price Paid for Acquisitions | A summary of the purchase price for these acquisitions and the allocation of the purchase price for these acquisitions follows: Six Months Ended 2017 2016 Purchase Price: Cash paid for acquisitions $ 2,664 $ 2,439 Notes payable 2,400 — Other non-cash considerations 100 — Holdbacks 196 400 Total 5,360 2,839 Allocated as follows: Current assets — 40 Land — 353 Building — 1,360 Equipment 2,291 269 Intangible assets 1,317 — Other liabilities, net (49 ) (106 ) Fair value of assets acquired and liabilities assumed 3,559 1,916 Excess purchase price allocated to goodwill $ 1,801 $ 923 |
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 Six Months Ended 2017 2016 2017 2016 Revenue $ 154,729 $ 145,911 $ 289,715 $ 273,408 Operating (loss) income $ (47,273 ) $ 15,625 $ (40,685 ) $ 17,548 Net (loss) income attributable to common stockholders $ (53,673 ) $ 5,208 $ (53,889 ) $ (2,435 ) Basic weighted average common shares outstanding 41,811 41,132 41,698 41,064 Basic earnings per share attributable to common stockholders $ (1.28 ) $ 0.13 $ (1.29 ) $ (0.06 ) Diluted weighted average shares outstanding 41,811 41,598 41,698 41,064 Diluted earnings per share attributable to common stockholders $ (1.28 ) $ 0.13 $ (1.29 ) $ (0.06 ) |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 6 Months Ended |
Jun. 30, 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 June 30, 2017 Eastern region $ 17,429 $ 1,764 $ 19,193 Western region 88,426 37 88,463 Recycling 12,315 — 12,315 Other 1,729 — 1,729 Total $ 119,899 $ 1,801 $ 121,700 |
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, June 30, 2017 Intangible assets $ 17,941 $ 17,189 $ 35,130 Less accumulated amortization (16,627 ) (10,334 ) (26,961 ) $ 1,314 $ 6,855 $ 8,169 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 June 30, 2017 Fiscal year ending December 31, 2017 $ 1,048 Fiscal year ending December 31, 2018 $ 1,925 Fiscal year ending December 31, 2019 $ 1,563 Fiscal year ending December 31, 2020 $ 1,359 Fiscal year ending December 31, 2021 $ 1,094 Thereafter $ 1,180 |
ACCRUED FINAL CAPPING, CLOSUR25
ACCRUED FINAL CAPPING, CLOSURE AND POST CLOSURE (Tables) | 6 Months Ended |
Jun. 30, 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: Six Months Ended 2017 2016 Beginning balance $ 44,207 $ 41,041 Obligations incurred 1,310 1,143 Revisions in estimates (1) 9,598 (56 ) Accretion expense 1,939 1,782 Obligations settled (2) (307 ) (432 ) Ending balance $ 56,747 $ 43,478 (1) Relates to changes in estimates and assumptions concerning anticipated waste flow, cost and timing of future final capping, closure and post-closure activities at our Southbridge landfill associated with the Southbridge landfill closure. See Note 8, Commitments and Contingencies and Note 11, Other Items and Charges for disclosure regarding the matter. (2) Includes amounts that are being processed through accounts payable as a part of our disbursement cycle. |
OTHER ACCRUED LIABILITIES (Tabl
OTHER ACCRUED LIABILITIES (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Other Liabilities Disclosure [Abstract] | |
Other Accrued Liabilities | A summary of other accrued liabilities, classified as current liabilities, follows: June 30, December 31, Self insurance reserve - current portion $ 4,229 $ 3,836 Other accrued liabilities 16,368 11,080 Total other accrued liabilities $ 20,597 $ 14,916 |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 6 Months Ended |
Jun. 30, 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: June 30, December 31, Senior Secured Credit Facility: Revolving Credit Facility due October 2021; bearing interest at LIBOR plus 2.75% and 3.00%, respectively $ 55,600 $ 62,600 Term Loan B Facility due October 2023; bearing interest at LIBOR plus 2.75% and 3.00%, respectively 348,250 350,000 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% 5,363 5,534 Notes payable maturing through June 2027; bearing interest at up to 7.00% 2,945 449 Principal amount of long-term debt and capital leases 519,158 525,583 Less—unamortized discount and debt issuance costs (1) 16,550 16,936 Long-term debt and capital leases less unamortized discount and debt issuance costs 502,608 508,647 Less—current maturities of long-term debt 5,016 4,686 $ 497,592 $ 503,961 (1) A summary of unamortized discount and debt issuance costs by debt instrument follows: June 30, December 31, Revolving Credit Facility $ 4,452 $ 4,965 Term Loan B Facility (including unamortized discount of $1,598 and $1,712) 7,970 7,718 New York State Environmental Facilities Corporation Solid Waste Disposal Revenue Bonds Series 2014 1,128 1,221 New York State Environmental Facilities Corporation Solid Waste Disposal Revenue Bonds Series 2014R-2 541 571 Finance Authority of Maine Solid Waste Disposal Revenue Bonds Series 2005R-3 645 — Finance Authority of Maine Solid Waste Disposal Revenue Bonds Series 2015 726 760 Vermont Economic Development Authority Solid Waste Disposal Long-Term Revenue Bonds Series 2013 589 605 Business Finance Authority of the State of New Hampshire Solid Waste Disposal Revenue Bonds Series 2013 499 563 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 $ 16,550 $ 16,936 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Summary of Environmental Liability Associated with Potsdam | The changes to the environmental remediation liability associated with the Potsdam site are as follows: Six Months Ended June 30, 2017 2016 Beginning balance $ 5,866 $ 5,221 Obligations settled (1) (5 ) — Ending balance $ 5,861 $ 5,221 (1) Includes amounts that are being processed through accounts payable as a part of our disbursement cycle. |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 6 Months Ended |
Jun. 30, 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 (78 ) $ 11.01 Forfeited (2 ) $ 4.06 Outstanding, June 30, 2017 1,035 $ 5.76 5.7 $ 11,020 Exercisable, June 30, 2017 702 $ 5.15 4.6 $ 7,897 Unvested, June 30, 2017 373 $ 7.62 8.2 $ 3,280 (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 Grant Date Fair Value Weighted Average Remaining Contractual Term (years) Aggregate Intrinsic Value Outstanding, December 31, 2016 1,099 $ 7.03 Granted 438 $ 12.32 Class A Common Stock Vested (370 ) $ 5.07 Forfeited (18 ) $ 5.99 Outstanding, June 30, 2017 1,149 $ 9.63 1.8 $ 7,784 Unvested, June 30, 2017 1,512 $ 10.32 1.9 $ 9,190 (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 363 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 46 (472 ) Amounts reclassified from accumulated other comprehensive income (loss) — 208 Net current-period other comprehensive income (loss) 46 (264 ) Balance, June 30, 2017 $ (22 ) $ (264 ) |
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 Six Months Ended 2017 2016 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 $ 138 $ — $ 208 $ — Interest expense 138 — 208 — (Loss) income before income taxes — — — — Provision for income taxes $ 138 $ — $ 208 $ — Net (loss) income |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 6 Months Ended |
Jun. 30, 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 Six Months Ended 2017 2016 2017 2016 Numerator: Net (loss) income attributable to common stockholders $ (53,675 ) $ 5,195 $ (53,900 ) $ (2,413 ) Denominators: Number of shares outstanding, end of period: Class A common stock 41,042 40,500 41,042 40,500 Class B common stock 988 988 988 988 Unvested restricted stock (88 ) (115 ) (88 ) (115 ) Effect of weighted average shares outstanding (131 ) (241 ) (244 ) (309 ) Basic weighted average common shares outstanding 41,811 41,132 41,698 41,064 Impact of potentially dilutive securities: Dilutive effect of stock options and other stock awards — 466 — — Diluted weighted average common shares outstanding 41,811 41,598 41,698 41,064 Anti-dilutive potentially issuable shares 2,586 473 2,586 2,211 |
OTHER ITEMS AND CHARGES (Tables
OTHER ITEMS AND CHARGES (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Environmental Remediation Obligations [Abstract] | |
Environmental Exit Costs by Cost | In June 2017, we initiated the plan to cease operations of our Southbridge landfill as disclosed in Note 8, Commitments and Contingencies. Accordingly, in the three months ended June 30, 2017, we recorded a charge associated with the closure of our Southbridge landfill as follows: Three Months Ended Six Months Ended 2017 2016 2017 2016 Asset impairment charge (1) $ 47,999 $ — $ 47,999 $ — Project development charge (2) 9,148 — 9,148 — Environmental remediation charge (3) 6,379 — 6,379 — Legal and transaction costs (4) 588 — 588 — Southbridge landfill closure charge $ 64,114 $ — — $ 64,114 $ — (1) We performed a test of recoverability under FASB ASC 360 - Property, Plant, and Equipment, which indicated that the carrying value of our asset group that includes the Southbridge landfill was no longer recoverable and, as a result, the asset group was assessed for impairment with an impairment charge allocated to the long-lived assets of Southbridge landfill in accordance with FASB ASC 360 - Property, Plant, and Equipment. See Note 12, Fair Value of Financial Instruments for additional disclosure. (2) We wrote-off deferred costs associated with landfill permitting activities no longer deemed viable. (3) We recorded an environmental remediation charge associated with the future installation of a municipal waterline. See Note 8, Commitments and Contingencies for additional disclosure. (4) We incurred legal and other transaction costs associated with various matters as part of the Southbridge landfill closure. See Note 8, Commitments and Contingencies for additional disclosure. |
FAIR VALUE OF FINANCIAL INSTR32
FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) | 6 Months Ended |
Jun. 30, 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 June 30, 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 $ — $ 95 $ — Restricted investments - landfill closure 1,065 — — Total $ 1,065 $ 95 $ — Liabilities: Interest rate derivatives $ — $ 373 $ — 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 Measurements, Nonrecurring | A summary of our financial assets and liabilities that are measured at fair value on a non-recurring basis follows: Fair Value Measurement at June 30, 2017 Using: Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Southbridge landfill asset group - long-lived assets $ — $ — $ 8,017 |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Segment Reporting [Abstract] | |
Summary of Financial Information by Reportable Segment | Three Months Ended June 30, 2017 Segment Outside revenues Inter-company revenue Depreciation and amortization Operating income (loss) Total assets Eastern $ 46,574 $ 13,202 $ 6,423 $ (60,324 ) $ 158,042 Western 64,372 18,625 7,586 10,770 328,207 Recycling 16,211 (245 ) 1,019 1,064 50,398 Other 26,859 611 840 1,211 52,230 Eliminations — (32,193 ) — — — Total $ 154,016 $ — $ 15,868 $ (47,279 ) $ 588,877 Three Months Ended June 30, 2016 Segment Outside revenues Inter-company revenue Depreciation and amortization Operating income (loss) Total assets Eastern $ 45,405 $ 11,692 $ 7,138 $ 3,079 $ 208,316 Western 59,460 17,889 6,908 10,175 319,480 Recycling 12,816 302 1,040 468 48,782 Other 26,989 404 716 1,874 55,043 Eliminations — (30,287 ) — — — Total $ 144,670 $ — $ 15,802 $ 15,596 $ 631,621 Six Months Ended June 30, 2017 Segment Outside revenues Inter-company revenue Depreciation and amortization Operating income (loss) Total assets Eastern $ 85,260 $ 22,724 $ 11,827 $ (60,304 ) $ 158,042 Western 118,515 34,407 14,191 14,859 328,207 Recycling 32,846 (489 ) 2,022 2,647 50,398 Other 51,197 985 1,677 2,084 52,230 Eliminations — (57,627 ) — — — Total $ 287,818 $ — $ 29,717 $ (40,714 ) $ 588,877 Six Months Ended June 30, 2016 Segment Outside revenues Inter-company revenue Depreciation and amortization Operating income (loss) Total assets Eastern $ 84,392 $ 21,229 $ 13,327 $ 2,291 $ 208,316 Western 111,922 32,740 13,398 13,169 319,480 Recycling 23,454 933 2,132 (606 ) 48,782 Other 50,335 684 1,398 2,716 55,043 Eliminations — (55,586 ) — — — Total $ 270,103 $ — $ 30,255 $ 17,570 $ 631,621 |
Summary of Revenues Attributable to Services Provided by Company | A summary of our revenues attributable to services provided follows: Three Months Ended Six Months Ended 2017 2016 2017 2016 Collection $ 66,308 $ 63,685 $ 126,145 $ 121,536 Disposal 42,172 39,384 73,454 71,637 Power generation 1,554 1,460 2,906 3,167 Processing 2,137 1,747 3,796 2,720 Solid waste operations 112,171 106,276 206,301 199,060 Organics 11,005 12,171 20,219 21,106 Customer solutions 14,629 13,407 28,452 26,483 Recycling 16,211 12,816 32,846 23,454 Total revenues $ 154,016 $ 144,670 $ 287,818 $ 270,103 |
BASIS OF PRESENTATION (Details)
BASIS OF PRESENTATION (Details) | 6 Months Ended |
Jun. 30, 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) - transfer_station | 3 Months Ended | 6 Months Ended |
Jun. 30, 2016 | Jun. 30, 2017 | |
Eastern | Collection Business | ||
Business Acquisition [Line Items] | ||
Number of transfer stations acquired | 1 | |
Western | Solid Waste Collection | ||
Business Acquisition [Line Items] | ||
Number of transfer stations acquired | 1 | |
Western | 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 | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | |
Allocated as follows: | |||
Excess purchase price allocated to goodwill | $ 121,700 | $ 119,899 | |
Transfer Stations Acquisition | |||
Purchase Price: | |||
Cash paid for acquisitions | 2,664 | $ 2,439 | |
Notes payable | 2,400 | 0 | |
Other non-cash considerations | 100 | 0 | |
Holdbacks | 196 | 400 | |
Total | 5,360 | 2,839 | |
Allocated as follows: | |||
Current assets | 0 | 40 | |
Land | 0 | 353 | |
Building | 0 | 1,360 | |
Equipment | 2,291 | 269 | |
Intangible assets | 1,317 | 0 | |
Other liabilities, net | (49) | (106) | |
Fair value of assets acquired and liabilities assumed | 3,559 | 1,916 | |
Excess purchase price allocated to goodwill | $ 1,801 | $ 923 |
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 | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Business Combinations [Abstract] | ||||
Revenue | $ 154,729 | $ 145,911 | $ 289,715 | $ 273,408 |
Operating (loss) income | (47,273) | 15,625 | (40,685) | 17,548 |
Net (loss) income attributable to common stockholders | $ (53,673) | $ 5,208 | $ (53,889) | $ (2,435) |
Basic weighted average common shares outstanding (in shares) | 41,811 | 41,132 | 41,698 | 41,064 |
Basic earnings per share attributable to common stockholders (in USD per share) | $ (1.28) | $ 0.13 | $ (1.29) | $ (0.06) |
Diluted weighted average shares outstanding (in shares) | 41,811 | 41,598 | 41,698 | 41,064 |
Diluted earnings per share attributable to common stockholders (in USD per share) | $ (1.28) | $ 0.13 | $ (1.29) | $ (0.06) |
GOODWILL AND INTANGIBLE ASSET38
GOODWILL AND INTANGIBLE ASSETS - Schedule of Activity and Balances Related to Goodwill by Operating Segment (Detail) $ in Thousands | 6 Months Ended |
Jun. 30, 2017USD ($) | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | $ 119,899 |
Acquisitions | 1,801 |
Goodwill, ending balance | 121,700 |
Eastern | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | 17,429 |
Acquisitions | 1,764 |
Goodwill, ending balance | 19,193 |
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 ASSET39
GOODWILL AND INTANGIBLE ASSETS - Summary of Intangible Assets by Intangible Asset Type (Detail) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | $ 35,130 | $ 33,665 |
Less accumulated amortization | (26,961) | (25,969) |
Intangible assets, net | 8,169 | 7,696 |
Covenants Not-to-Compete | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | 17,941 | 17,594 |
Less accumulated amortization | (16,627) | (16,402) |
Intangible assets, net | 1,314 | 1,192 |
Client Lists | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | 17,189 | 16,071 |
Less accumulated amortization | (10,334) | (9,567) |
Intangible assets, net | $ 6,855 | $ 6,504 |
GOODWILL AND INTANGIBLE ASSET40
GOODWILL AND INTANGIBLE ASSETS - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Intangible amortization expenses | $ 505 | $ 519 | $ 991 | $ 1,043 |
GOODWILL AND INTANGIBLE ASSET41
GOODWILL AND INTANGIBLE ASSETS - Summary of Intangible Amortization Expense Estimated (Detail) $ in Thousands | Jun. 30, 2017USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Estimated Future Amortization Expense, For the fiscal year ending December 31, 2017 | $ 1,048 |
Estimated Future Amortization Expense, For the fiscal year ending December 31, 2018 | 1,925 |
Estimated Future Amortization Expense, For the fiscal year ending December 31, 2019 | 1,563 |
Estimated Future Amortization Expense, For the fiscal year ending December 31, 2020 | 1,359 |
Estimated Future Amortization Expense, For the fiscal year ending December 31, 2021 | 1,094 |
Estimated Future Amortization Expense, Thereafter | $ 1,180 |
ACCRUED FINAL CAPPING, CLOSUR42
ACCRUED FINAL CAPPING, CLOSURE AND POST CLOSURE - Summary of Changes to Accrued Capping, Closure and Post-Closure Liabilities (Detail) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward] | ||
Beginning balance | $ 44,207 | $ 41,041 |
Obligations incurred | 1,310 | 1,143 |
Revisions in estimates | 9,598 | (56) |
Accretion expense | 1,939 | 1,782 |
Obligations settled | (307) | (432) |
Ending balance | $ 56,747 | $ 43,478 |
OTHER ACCRUED LIABILITIES (Deta
OTHER ACCRUED LIABILITIES (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Other Liabilities Disclosure [Abstract] | ||
Self insurance reserve - current portion | $ 4,229 | $ 3,836 |
Other accrued liabilities | 16,368 | 11,080 |
Total other accrued liabilities | $ 20,597 | $ 14,916 |
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 | Jun. 30, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||
Long-term debt and capital lease | $ 519,158 | $ 525,583 |
Less—unamortized discount and debt issuance costs | 16,550 | 16,936 |
Long-term debt and capital leases less unamortized discount and debt issuance costs | 502,608 | 508,647 |
Less—current maturities of long-term debt | 5,016 | 4,686 |
Non current portion of long term debt and capital lease obligation | 497,592 | 503,961 |
Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Long-term debt and capital lease | 55,600 | 62,600 |
Less—unamortized discount and debt issuance costs | 4,452 | 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 | 1,128 | 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 | 541 | 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 | 645 | 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 | 726 | 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 | 589 | 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 | 499 | 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 leases maturing through April 2023; bearing interest at up to 7.70% | ||
Debt Instrument [Line Items] | ||
Long-term debt and capital lease | 5,363 | 5,534 |
Notes payable maturing through June 2027; bearing interest at up to 7.00% | ||
Debt Instrument [Line Items] | ||
Long-term debt and capital lease | 2,945 | 449 |
Term Loan B Facility due October 2023; bearing interest at LIBOR plus 2.75% and 3.00%, respectively | Secured Debt | ||
Debt Instrument [Line Items] | ||
Long-term debt and capital lease | 348,250 | 350,000 |
Less—unamortized discount and debt issuance costs | 7,970 | 7,718 |
Unamortized discount | $ 1,598 | $ 1,712 |
LONG-TERM DEBT - Summary of C45
LONG-TERM DEBT - Summary of Components of Long-Term Debt and Capital Leases by Debt Instruments, Interest Rates (Detail) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Dec. 31, 2016 | |
Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Debt instrument variable rate basis (percentage) | 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-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% | |
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% | |
Capital leases maturing through April 2023; bearing interest at up to 7.70% | ||
Debt Instrument [Line Items] | ||
Debt instrument stated percentage | 7.70% | |
Notes payable maturing through June 2027; bearing interest at up to 7.00% | ||
Debt Instrument [Line Items] | ||
Debt instrument stated percentage | 7.00% | |
Term Loan B Facility due October 2023; bearing interest at LIBOR plus 2.75% and 3.00%, respectively | Secured Debt | ||
Debt Instrument [Line Items] | ||
Debt instrument variable rate basis (percentage) | 2.75% | 3.00% |
LONG-TERM DEBT - Additional Inf
LONG-TERM DEBT - Additional Information (Detail) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2017USD ($) | Jun. 30, 2016USD ($) | Jun. 30, 2017USD ($) | Jun. 30, 2016USD ($) | Dec. 31, 2016 | Mar. 31, 2017USD ($)interest_rate_derviative | |
Debt Instrument [Line Items] | ||||||
Loss on debt extinguishment | $ 46,000 | $ 593,000 | $ 517,000 | $ 545,000 | ||
Secured Debt | Term Loan B Facility due October 2023; bearing interest at LIBOR plus 2.75% and 3.00%, respectively | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate principal amount | $ 350,000,000 | $ 350,000,000 | ||||
Debt instrument variable rate basis (percentage) | 2.75% | 3.00% | ||||
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 | 3.75 | ||||
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 percentage | 5.25% | |||||
Senior Subordinated Notes Due 2019 Notes | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument interest rate percentage | 7.75% | 7.75% | ||||
Early retirement of debt | $ 19,730,000 | $ 19,730,000 | ||||
Maine Bonds | Variable Rate Bonds | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate principal amount | $ 3,600,000 | |||||
Cash Flow Hedging | ||||||
Debt Instrument [Line Items] | ||||||
Derivative asset fair value | $ 95,000 | $ 95,000 | ||||
Derivative liability fair value | $ 373,000 | 373,000 | ||||
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 percentage 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 | 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 (percentage) | 2.75% | |||||
LIBOR | Cash Flow Hedging | Interest Rate Derivative | ||||||
Debt Instrument [Line Items] | ||||||
Floor interest rate received | 1.00% | |||||
LIBOR Floor | 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 (percentage) | 1.00% | |||||
Base Rate | Secured Debt | Term Loan B Facility due October 2023; bearing interest at LIBOR plus 3.00% | ||||||
Debt Instrument [Line Items] | ||||||
Decrease in applicable interest margin (basis points) | 0.25% | |||||
Debt instrument variable rate basis (percentage) | 1.75% | |||||
Revolving Credit Facility | Line of Credit | Revolving Credit Facility due October 2021 | ||||||
Debt Instrument [Line Items] | ||||||
Revolving facility amount | $ 160,000,000 | $ 160,000,000 | ||||
Consolidated net leverage ratio of 3.75x or less | LIBOR | 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 (percentage) | 2.50% | |||||
Consolidated net leverage ratio of 3.75x or less | LIBOR Floor | 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 (percentage) | 1.00% | |||||
Consolidated net leverage ratio of 3.75x or less | Base Rate | 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 (percentage) | 1.50% |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Additional Information (Detail) $ in Thousands | Apr. 28, 2017USD ($) | Apr. 26, 2017USD ($) | Apr. 30, 2011USD ($) | May 31, 2009USD ($) | Dec. 31, 2018USD ($) | Jun. 30, 2017USD ($) | Dec. 31, 2016USD ($) | Jun. 30, 2016USD ($) | Jan. 29, 2016 | Dec. 31, 2015USD ($) | Dec. 20, 2000a |
Southbridge Landfill | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Environmental remediation liability | $ 6,379 | ||||||||||
Risk free interest percentage rate | 2.60% | ||||||||||
Potsdam Environmental Remediation Liability | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Amount of costs | $ 12,130 | $ 10,219 | |||||||||
Environmental remediation liability | $ 5,861 | $ 5,866 | $ 5,221 | $ 5,221 | |||||||
Risk free interest percentage rate | 1.50% | ||||||||||
Scrap yard and solid waste transfer station (in acres) | a | 25 | ||||||||||
Remediation activities, participant share percentage | 15.00% | ||||||||||
Maximum | Southbridge Landfill | Scenario, Forecast | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Future cash payments | $ 3,069 | ||||||||||
Notice of Intent to Sue under the Resource Conservation and Recovery Act | Maximum | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Amount of costs | $ 5,000 | ||||||||||
MADEP and Casella Waste System | Notice of Intent to Sue under the Resource Conservation and Recovery Act | Maximum | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Amount of costs | $ 10,000 | ||||||||||
21E Settlement and Water System Construction Funding Agreement | Bonds | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Bond period | 20 years | ||||||||||
21E Settlement and Water System Construction Funding Agreement | Bonds | Maximum | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Amount of costs | $ 5,000 | ||||||||||
Town of Southbridge, Massachusetts Landfill | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Total costs incurred | $ 3,745 |
COMMITMENTS AND CONTINGENCIES48
COMMITMENTS AND CONTINGENCIES - Summary of Environmental Liability Associated with Potsdam (Detail) - Potsdam Environmental Remediation Liability - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Accrual for Environmental Loss Contingencies [Roll Forward] | ||
Beginning balance | $ 5,866 | $ 5,221 |
Obligations settled | (5) | 0 |
Ending balance | $ 5,861 | $ 5,221 |
STOCKHOLDERS' EQUITY - Addition
STOCKHOLDERS' EQUITY - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | |
Stock Options | |||||
Limited Partners' Capital Account [Line Items] | |||||
Stock-based compensation expense | $ 176 | $ 146 | $ 347 | $ 292 | |
Aggregate intrinsic value of options exercised | 153 | 206 | |||
Unrecognized stock-based compensation expense | 771 | 771 | |||
Restricted Stock, Restricted Stock Units, and Performance-Based Stock Units | |||||
Limited Partners' Capital Account [Line Items] | |||||
Stock-based compensation expense | 1,441 | 729 | 2,499 | 1,278 | |
Restricted Stock and Restricted Stock Unit | |||||
Limited Partners' Capital Account [Line Items] | |||||
Total fair value of other stock awards vested | 1,362 | 4,770 | |||
Unrecognized stock-based compensation expense | 4,437 | $ 4,437 | |||
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 | 37 | $ 26 | $ 65 | $ 52 | |
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 | $ 6,980 | $ 6,980 | |||
Maximum | 2016 Plan | |||||
Limited Partners' Capital Account [Line Items] | |||||
Options granted period | 10 years | ||||
Options vesting period | 4 years | ||||
Weighted Average | Stock Options | |||||
Limited Partners' Capital Account [Line Items] | |||||
Unrecognized stock-based compensation expense, weighted average period | 9 months | ||||
Weighted Average | Restricted Stock and Restricted Stock Unit | |||||
Limited Partners' Capital Account [Line Items] | |||||
Unrecognized stock-based compensation expense, weighted average period | 1 year 7 months 4 days | ||||
Weighted Average | Performance-Based Stock Units | |||||
Limited Partners' Capital Account [Line Items] | |||||
Unrecognized stock-based compensation expense, weighted average period | 2 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) | 1,897,000 | 1,897,000 | |||
Class A Common Stock | 2006 Incentive Plan | |||||
Limited Partners' Capital Account [Line Items] | |||||
Common stock, additional authorized shares (in shares) | 2,723,000 |
STOCKHOLDERS' EQUITY - Summary
STOCKHOLDERS' EQUITY - Summary of Stock Option Activity (Detail) $ / shares in Units, shares in Thousands, $ in Thousands | 6 Months Ended |
Jun. 30, 2017USD ($)$ / sharesshares | |
Stock Options | |
Beginning balance, outstanding (in shares) | 1,115 |
Granted (in shares) | 0 |
Exercised (in shares) | (78) |
Forfeited (in shares) | (2) |
Ending balance, outstanding (in shares) | 1,035 |
Exercisable at end of period (in shares) | 702 |
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 | 5.76 |
Exercisable at end of period (in USD per share) | $ / shares | 5.15 |
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 |
Weighted Average Remaining Contractual Term, Exercisable | 4 years 6 months 20 days |
Weighted Average Remaining Contractual Term, Unvested | 8 years 1 month 27 days |
Aggregate Intrinsic Value, Outstanding at end of period | $ | $ 11,020 |
Aggregate Intrinsic Value, Exercisable at end of period | $ | 7,897 |
Aggregate Intrinsic Value, Unvested at end of period | $ | $ 3,280 |
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 - Summar51
STOCKHOLDERS' EQUITY - Summary of Restricted Stock, Restricted Stock Unit and Performance-based Stock Unit Activity (Detail) - Restricted Stock, Restricted Stock Units, and Performance-Based Stock Units $ / shares in Units, shares in Thousands, $ in Thousands | 6 Months Ended |
Jun. 30, 2017USD ($)$ / sharesshares | |
Restricted Stock, Restricted Stock Units, and Performance-Based Stock Units | |
Outstanding at beginning of period (in shares) | shares | 1,099 |
Granted (in shares) | shares | 438 |
Forfeited (in shares) | shares | (18) |
Outstanding at end of period (in shares) | shares | 1,149 |
Unvested, at end of period (in shares) | shares | 1,512 |
Weighted Average Grant Date Fair Value | |
Outstanding at beginning of period (in USD per share) | $ / shares | $ 7.03 |
Granted (in USD per share) | $ / shares | 12.32 |
Forfeited (in USD per share) | $ / shares | 5.99 |
Outstanding at end of period (in USD per share) | $ / shares | 9.63 |
Unvested at end of period (in USD per share) | $ / shares | $ 10.32 |
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 9 months 12 days |
Weighted Average Remaining Contractual Term, Expected to vest | 1 year 10 months 23 days |
Aggregate Intrinsic Value, Outstanding at end of period | $ | $ 7,784 |
Aggregate Intrinsic Value, Unvested at end of period | $ | $ 9,190 |
Class A Common Stock | |
Restricted Stock, Restricted Stock Units, and Performance-Based Stock Units | |
Class A Common Stock Vested (in shares) | shares | (370) |
Weighted Average Grant Date Fair Value | |
Class A Common Stock Vested (in USD per share) | $ / shares | $ 5.07 |
STOCKHOLDERS' EQUITY - Summar52
STOCKHOLDERS' EQUITY - Summary of Restricted Stock, Restricted Stock Unit and Performance-based Stock Unit Activity Footnote (Detail) - Performance-Based Stock Units shares in Thousands | 6 Months Ended |
Jun. 30, 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] | |
Number of performance-based stock units | 363 |
STOCKHOLDERS' EQUITY - Summar53
STOCKHOLDERS' EQUITY - Summary of Changes in Balances of Each Component of Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||||
Beginning balance | $ (24,550) | |||
Other comprehensive (loss) income, net of tax | $ (200) | $ 44 | (218) | $ (39) |
Ending balance | (74,633) | (74,633) | ||
Marketable Securities | ||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||||
Beginning balance | (68) | |||
Other comprehensive income (loss) before reclassifications | 46 | |||
Amounts reclassified from accumulated other comprehensive income (loss) | 0 | |||
Other comprehensive (loss) income, net of tax | 46 | |||
Ending balance | (22) | (22) | ||
Interest Rate Swaps | ||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||||
Beginning balance | 0 | |||
Other comprehensive income (loss) before reclassifications | (472) | |||
Amounts reclassified from accumulated other comprehensive income (loss) | 208 | |||
Other comprehensive (loss) income, net of tax | (264) | |||
Ending balance | $ (264) | $ (264) |
STOCKHOLDERS' EQUITY - Summar54
STOCKHOLDERS' EQUITY - Summary of Reclassifications Out of Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Interest expense | $ 6,334 | $ 10,004 | $ 12,784 | $ 20,034 |
(Loss) income before income taxes | 53,281 | (5,422) | 53,489 | 2,341 |
Provision for income taxes | 394 | 230 | 411 | 81 |
Net (loss) income | 53,675 | (5,192) | 53,900 | 2,422 |
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 | 138 | 0 | 208 | 0 |
(Loss) income before income taxes | 138 | 0 | 208 | 0 |
Provision for income taxes | 0 | 0 | 0 | 0 |
Net (loss) income | $ 138 | $ 0 | $ 208 | $ 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 | 6 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | |
Numerator: | |||||
Net (loss) income attributable to common stockholders | $ (53,675) | $ 5,195 | $ (53,900) | $ (2,413) | |
Number of shares outstanding, end of period: | |||||
Unvested restricted stock (in shares) | (88) | (115) | (88) | (115) | |
Effect of weighted average shares outstanding (in shares) | (131) | (241) | (244) | (309) | |
Basic weighted average common shares outstanding (in shares) | 41,811 | 41,132 | 41,698 | 41,064 | |
Impact of potentially dilutive securities: | |||||
Dilutive effect of stock options and other stock awards (in shares) | 0 | 466 | 0 | 0 | |
Diluted weighted average shares outstanding (in shares) | 41,811 | 41,598 | 41,698 | 41,064 | |
Antidilutive potentially issuable shares (in shares) | 2,586 | 473 | 2,586 | 2,211 | |
Class A Common Stock | |||||
Number of shares outstanding, end of period: | |||||
Common stock, outstanding shares (in shares) | 41,042 | 40,500 | 41,042 | 40,500 | 40,572 |
Class B Common Stock | |||||
Number of shares outstanding, end of period: | |||||
Common stock, outstanding shares (in shares) | 988 | 988 | 988 | 988 | 988 |
OTHER ITEMS AND CHARGES (Detail
OTHER ITEMS AND CHARGES (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Environmental Remediation Obligations [Abstract] | ||||
Asset impairment charge | $ 47,999 | $ 0 | $ 47,999 | $ 0 |
Project development charge | 9,148 | 0 | 9,148 | 0 |
Environmental remediation charge | 6,379 | 0 | 6,379 | 0 |
Legal and transaction costs | 588 | 0 | 588 | 0 |
Southbridge landfill closure charge | $ 64,114 | $ 0 | $ 64,114 | $ 0 |
FAIR VALUE OF FINANCIAL INSTR57
FAIR VALUE OF FINANCIAL INSTRUMENTS - Summary of Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Assets: | ||
Restricted assets | $ 1,065 | $ 1,002 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Fair Value, Measurements, Recurring | ||
Assets: | ||
Interest rate derivatives | 0 | |
Total | 1,065 | |
Liabilities: | ||
Interest rate derivatives | 0 | |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Fair Value, Measurements, Recurring | Restricted investments - landfill closure | ||
Assets: | ||
Restricted assets | 1,065 | 1,002 |
Significant Other Observable Inputs (Level 2) | Fair Value, Measurements, Recurring | ||
Assets: | ||
Interest rate derivatives | 95 | |
Total | 95 | |
Liabilities: | ||
Interest rate derivatives | 373 | |
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 | |
Total | 0 | |
Liabilities: | ||
Interest rate derivatives | 0 | |
Significant Unobservable Inputs (Level 3) | Fair Value, Measurements, Recurring | Restricted investments - landfill closure | ||
Assets: | ||
Restricted assets | $ 0 | $ 0 |
FAIR VALUE OF FINANCIAL INSTR58
FAIR VALUE OF FINANCIAL INSTRUMENTS - Additional Information (Detail) $ in Thousands | Jun. 30, 2017USD ($) |
Significant Other Observable Inputs (Level 2) | |
Debt Instrument [Line Items] | |
Carrying value of revolver debt | $ 55,600 |
Fair Value | Fixed Rate Bonds | |
Debt Instrument [Line Items] | |
Fair value of fixed rate debt | 106,183 |
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 2.75% and 3.00%, respectively | Fair Value | Secured Debt | Significant Other Observable Inputs (Level 2) | |
Debt Instrument [Line Items] | |
Fair value of fixed rate debt | 348,250 |
Term Loan B Facility due October 2023; bearing interest at LIBOR plus 2.75% and 3.00%, respectively | Carrying Value | Secured Debt | |
Debt Instrument [Line Items] | |
Fair value of fixed rate debt | $ 349,556 |
FAIR VALUE OF FINANCIAL INSTR59
FAIR VALUE OF FINANCIAL INSTRUMENTS - Assets Measured at Fair Value on Non-Recurring Basis (Details) - Fair Value, Measurements, Nonrecurring - Southbridge landfill asset group - long-lived assets $ in Thousands | Jun. 30, 2017USD ($) |
Quoted Prices in Active Markets for Identical Assets (Level 1) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Southbridge landfill asset group - long-lived assets | $ 0 |
Significant Other Observable Inputs (Level 2) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Southbridge landfill asset group - long-lived assets | 0 |
Significant Unobservable Inputs (Level 3) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Southbridge landfill asset group - long-lived assets | $ 8,017 |
SEGMENT REPORTING - Summary of
SEGMENT REPORTING - Summary of Financial Information by Reportable Segment (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | |
Segment Reporting Information [Line Items] | |||||
Revenues | $ 154,016 | $ 144,670 | $ 287,818 | $ 270,103 | |
Depreciation and amortization | 15,868 | 15,802 | 29,717 | 30,255 | |
Operating income (loss) | (47,279) | 15,596 | (40,714) | 17,570 | |
Total assets | 588,877 | 631,621 | 588,877 | 631,621 | $ 631,512 |
Operating Segments | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 287,818 | 270,103 | |||
Operating Segments | Eastern | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 46,574 | 45,405 | 85,260 | 84,392 | |
Depreciation and amortization | 6,423 | 7,138 | 11,827 | 13,327 | |
Operating income (loss) | (60,324) | 3,079 | (60,304) | 2,291 | |
Total assets | 158,042 | 208,316 | 158,042 | 208,316 | |
Operating Segments | Western | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 64,372 | 59,460 | 118,515 | 111,922 | |
Depreciation and amortization | 7,586 | 6,908 | 14,191 | 13,398 | |
Operating income (loss) | 10,770 | 10,175 | 14,859 | 13,169 | |
Total assets | 328,207 | 319,480 | 328,207 | 319,480 | |
Operating Segments | Recycling | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 16,211 | 12,816 | 32,846 | 23,454 | |
Depreciation and amortization | 1,019 | 1,040 | 2,022 | 2,132 | |
Operating income (loss) | 1,064 | 468 | 2,647 | (606) | |
Total assets | 50,398 | 48,782 | 50,398 | 48,782 | |
Operating Segments | Other | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 26,859 | 26,989 | 51,197 | 50,335 | |
Depreciation and amortization | 840 | 716 | 1,677 | 1,398 | |
Operating income (loss) | 1,211 | 1,874 | 2,084 | 2,716 | |
Total assets | 52,230 | 55,043 | 52,230 | 55,043 | |
Inter-company revenue | Eastern | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 13,202 | 11,692 | 22,724 | 21,229 | |
Inter-company revenue | Western | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 18,625 | 17,889 | 34,407 | 32,740 | |
Inter-company revenue | Recycling | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | (245) | 302 | (489) | 933 | |
Inter-company revenue | Other | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 611 | 404 | 985 | 684 | |
Eliminations | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | (32,193) | (30,287) | (57,627) | (55,586) | |
Depreciation and amortization | 0 | 0 | 0 | 0 | |
Operating income (loss) | 0 | 0 | 0 | 0 | |
Total assets | $ 0 | $ 0 | $ 0 | $ 0 |
SEGMENT REPORTING - Summary o61
SEGMENT REPORTING - Summary of Revenues Attributable to Services Provided by Company (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Revenue from External Customer [Line Items] | ||||
Revenues | $ 154,016 | $ 144,670 | $ 287,818 | $ 270,103 |
Collection | ||||
Revenue from External Customer [Line Items] | ||||
Revenues | 66,308 | 63,685 | 126,145 | 121,536 |
Disposal | ||||
Revenue from External Customer [Line Items] | ||||
Revenues | 42,172 | 39,384 | 73,454 | 71,637 |
Power generation | ||||
Revenue from External Customer [Line Items] | ||||
Revenues | 1,554 | 1,460 | 2,906 | 3,167 |
Processing | ||||
Revenue from External Customer [Line Items] | ||||
Revenues | 2,137 | 1,747 | 3,796 | 2,720 |
Solid waste operations | ||||
Revenue from External Customer [Line Items] | ||||
Revenues | 112,171 | 106,276 | 206,301 | 199,060 |
Organics | ||||
Revenue from External Customer [Line Items] | ||||
Revenues | 11,005 | 12,171 | 20,219 | 21,106 |
Customer solutions | ||||
Revenue from External Customer [Line Items] | ||||
Revenues | 14,629 | 13,407 | 28,452 | 26,483 |
Recycling | ||||
Revenue from External Customer [Line Items] | ||||
Revenues | $ 16,211 | $ 12,816 | $ 32,846 | $ 23,454 |