COVER PAGE
COVER PAGE - shares | 6 Months Ended | |
Jun. 30, 2020 | Jul. 15, 2020 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Registrant Name | CASELLA WASTE SYSTEMS, INC. | |
Entity File Number | 000-23211 | |
Document Period End Date | Jun. 30, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q2 | |
Current Fiscal Year End Date | --12-31 | |
Entity Central Index Key | 0000911177 | |
Entity Incorporation, State or Country Code | DE | |
Entity Filer Category | Large Accelerated Filer | |
Title of 12(b) Security | Class A common stock, $0.01 par value per share | |
Trading Symbol | CWST | |
Security Exchange Name | NASDAQ | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Amendment Flag | false | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Tax Identification Number | 03-0338873 | |
Entity Address, Address Line One | 25 Greens Hill Lane, | |
Entity Address, City or Town | Rutland, | |
Entity Address, State or Province | VT | |
Entity Address, Postal Zip Code | 05701 | |
City Area Code | 802 | |
Local Phone Number | 775-0325 | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 47,382,798 | |
Class B Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 988,200 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 3,073 | $ 3,471 |
Accounts receivable, net of allowance for credit losses of $2,615 and $1,468, respectively | 73,700 | 80,205 |
Refundable income taxes | 2,228 | 1,251 |
Prepaid expenses | 9,906 | 8,994 |
Inventory | 7,938 | 7,679 |
Other current assets | 1,234 | 1,213 |
Total current assets | 98,079 | 102,813 |
Property, plant and equipment, net of accumulated depreciation and amortization of $879,090 and $844,874, respectively | 480,388 | 443,825 |
Operating lease right-of-use assets | 104,759 | 108,025 |
Goodwill | 190,966 | 185,819 |
Intangible assets, net | 60,408 | 58,721 |
Restricted assets | 1,555 | 1,586 |
Cost method investments | 11,264 | 11,264 |
Deferred income taxes | 7,366 | 8,577 |
Other non-current assets | 12,186 | 11,552 |
Total assets | 966,971 | 932,182 |
CURRENT LIABILITIES: | ||
Current maturities of debt | 6,948 | 4,301 |
Current operating lease liabilities | 8,417 | 9,356 |
Accounts payable | 57,443 | 64,396 |
Accrued payroll and related expenses | 9,940 | 14,375 |
Accrued interest | 1,717 | 2,041 |
Contract liabilities | 3,056 | 2,299 |
Current accrued capping, closure and post-closure costs | 9,005 | 10,223 |
Other accrued liabilities | 32,430 | 23,598 |
Total current liabilities | 128,956 | 130,589 |
Debt, less current portion | 527,757 | 509,021 |
Operating lease liabilities, less current portion | 70,208 | 70,709 |
Accrued capping, closure and post-closure costs, less current portion | 66,392 | 61,704 |
Deferred income taxes | 2,576 | 2,643 |
Other long-term liabilities | 40,337 | 34,763 |
COMMITMENTS AND CONTINGENCIES | ||
Casella Waste Systems, Inc. stockholders' equity | ||
Additional paid-in capital | 489,193 | 485,332 |
Accumulated deficit | (344,133) | (357,016) |
Accumulated other comprehensive loss | (14,799) | (6,041) |
Total stockholders' equity | 130,745 | 122,753 |
Total liabilities and stockholders' equity | 966,971 | 932,182 |
Class A Common Stock | ||
Casella Waste Systems, Inc. stockholders' equity | ||
Common stock | 474 | 468 |
Class B Common Stock | ||
Casella Waste Systems, Inc. stockholders' equity | ||
Common stock | $ 10 | $ 10 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020USD ($)vote$ / sharesshares | Dec. 31, 2019USD ($)vote$ / sharesshares | |
Statement of Financial Position [Abstract] | ||
Accounts receivable - trade, allowance for doubtful accounts | $ | $ 2,615 | $ 1,468 |
Accumulated depreciation and amortization | $ | $ 879,090 | $ 844,874 |
Class A Common Stock | ||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 47,382,000 | 46,803,000 |
Common stock, shares outstanding | 47,382,000 | 46,803,000 |
Class B Common Stock | ||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 1,000,000 | 1,000,000 |
Common stock, shares issued | 988,000 | 988,000 |
Common stock, shares outstanding | 988,000 | 988,000 |
Votes per share held | 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, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Income Statement [Abstract] | ||||
Revenues | $ 188,767 | $ 187,459 | $ 371,676 | $ 351,123 |
Operating expenses: | ||||
Cost of operations | 123,462 | 128,674 | 251,980 | 246,434 |
General and administration | 24,874 | 22,145 | 49,226 | 44,887 |
Depreciation and amortization | 22,076 | 19,715 | 43,482 | 37,204 |
Southbridge Landfill closure charge | 559 | 917 | 1,172 | 1,472 |
Expense from acquisition activities | 352 | 464 | 1,360 | 1,140 |
Total operating expenses | 171,323 | 171,915 | 347,220 | 331,137 |
Operating income | 17,444 | 15,544 | 24,456 | 19,986 |
Other expense (income): | ||||
Interest income | (45) | (105) | (96) | (222) |
Interest expense | 5,511 | 6,155 | 11,463 | 12,615 |
Other income | (492) | (496) | (449) | (711) |
Other expense, net | 4,974 | 5,554 | 10,918 | 11,682 |
Income before income taxes | 12,470 | 9,990 | 13,538 | 8,304 |
Provision (benefit) for income taxes | 357 | (1,925) | 466 | (1,897) |
Net income | $ 12,113 | $ 11,915 | $ 13,072 | $ 10,201 |
Basic earnings per share attributable to common stockholders: | ||||
Weighted average common shares outstanding | 48,348 | 47,464 | 48,176 | 46,693 |
Basic earnings per common share (in dollars per share) | $ 0.25 | $ 0.25 | $ 0.27 | $ 0.22 |
Diluted earnings per share attributable to common stockholders: | ||||
Weighted average common shares outstanding | 48,563 | 48,221 | 48,411 | 47,424 |
Diluted earnings per common share (in dollars per share) | $ 0.25 | $ 0.25 | $ 0.27 | $ 0.22 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 12,113 | $ 11,915 | $ 13,072 | $ 10,201 |
Hedging activity: | ||||
Interest rate swap settlements | (940) | (38) | (1,351) | (66) |
Interest rate swap amounts reclassified into interest expense | 990 | (60) | 1,293 | (115) |
Unrealized loss resulting from changes in fair value of derivative instruments | (1,619) | (2,861) | (8,812) | (4,335) |
Other comprehensive loss, before tax | (1,569) | (2,959) | (8,870) | (4,516) |
Income tax benefit related to items of other comprehensive loss | 0 | 0 | (112) | 0 |
Other comprehensive loss, net of tax | (1,569) | (2,959) | (8,758) | (4,516) |
Comprehensive income | $ 10,544 | $ 8,956 | $ 4,314 | $ 5,685 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) (Unaudited) - USD ($) $ in Thousands | Total | Cumulative effect of new accounting principle | Additional Paid-In Capital | Accumulated Deficit | Accumulated DeficitCumulative effect of new accounting principle | Accumulated other comprehensive loss | Class A Common Stock | Class A Common StockCommon Stock | Class B Common Stock | Class B Common StockCommon Stock |
Beginning balance at Dec. 31, 2018 | $ (15,832) | $ 373,716 | $ (388,669) | $ (1,308) | $ 419 | $ 10 | ||||
Beginning balance (in shares) at Dec. 31, 2018 | 41,944,000 | 988,000 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Issuance of Class A common stock - equity offering | 100,446 | 100,410 | $ 36 | |||||||
Issuance of Class A common stock - equity offering (in shares) | 3,565,000 | |||||||||
Issuance of Class A common stock - acquisition | 0 | (1) | $ 1 | |||||||
Issuance of Class A common stock - acquisition (in shares) | 67,000 | |||||||||
Issuances of Class A common stock | 260 | 253 | $ 7 | |||||||
Issuance of Class A common stock (in shares) | 676,000 | |||||||||
Stock-based compensation | 1,431 | 1,431 | ||||||||
Net income | (1,714) | (1,714) | ||||||||
Hedging activity | (1,557) | (1,557) | ||||||||
Ending balance at Mar. 31, 2019 | 83,034 | 475,809 | (390,383) | (2,865) | $ 463 | $ 10 | ||||
Ending balance (in shares) at Mar. 31, 2019 | 46,252,000 | 988,000 | ||||||||
Beginning balance at Dec. 31, 2018 | (15,832) | 373,716 | (388,669) | (1,308) | $ 419 | $ 10 | ||||
Beginning balance (in shares) at Dec. 31, 2018 | 41,944,000 | 988,000 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net income | 10,201 | |||||||||
Hedging activity | (4,516) | |||||||||
Ending balance at Jun. 30, 2019 | 96,197 | 480,013 | (378,468) | (5,824) | $ 466 | $ 10 | ||||
Ending balance (in shares) at Jun. 30, 2019 | 46,599,000 | 46,599,000 | 988,000 | 988,000 | ||||||
Beginning balance at Mar. 31, 2019 | 83,034 | 475,809 | (390,383) | (2,865) | $ 463 | $ 10 | ||||
Beginning balance (in shares) at Mar. 31, 2019 | 46,252,000 | 988,000 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Issuances of Class A common stock | 2,318 | 2,315 | $ 3 | |||||||
Issuance of Class A common stock (in shares) | 347,000 | |||||||||
Stock-based compensation | 1,889 | 1,889 | ||||||||
Net income | 11,915 | 11,915 | ||||||||
Hedging activity | (2,959) | (2,959) | ||||||||
Ending balance at Jun. 30, 2019 | 96,197 | 480,013 | (378,468) | (5,824) | $ 466 | $ 10 | ||||
Ending balance (in shares) at Jun. 30, 2019 | 46,599,000 | 46,599,000 | 988,000 | 988,000 | ||||||
Beginning balance at Dec. 31, 2019 | 122,753 | $ (189) | 485,332 | (357,016) | $ (189) | (6,041) | $ 468 | $ 10 | ||
Beginning balance (in shares) at Dec. 31, 2019 | 46,803,000 | 46,803,000 | 988,000 | 988,000 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Issuances of Class A common stock | 100 | 95 | $ 5 | |||||||
Issuance of Class A common stock (in shares) | 517,000 | |||||||||
Stock-based compensation | 1,562 | 1,562 | ||||||||
Net income | 959 | 959 | ||||||||
Hedging activity | (7,189) | (7,189) | ||||||||
Ending balance at Mar. 31, 2020 | 117,996 | 486,989 | (356,246) | (13,230) | $ 473 | $ 10 | ||||
Ending balance (in shares) at Mar. 31, 2020 | 47,320,000 | 988,000 | ||||||||
Beginning balance at Dec. 31, 2019 | 122,753 | $ (189) | 485,332 | (357,016) | $ (189) | (6,041) | $ 468 | $ 10 | ||
Beginning balance (in shares) at Dec. 31, 2019 | 46,803,000 | 46,803,000 | 988,000 | 988,000 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net income | 13,072 | |||||||||
Hedging activity | (8,758) | |||||||||
Ending balance at Jun. 30, 2020 | 130,745 | 489,193 | (344,133) | (14,799) | $ 474 | $ 10 | ||||
Ending balance (in shares) at Jun. 30, 2020 | 47,382,000 | 47,382,000 | 988,000 | 988,000 | ||||||
Beginning balance at Mar. 31, 2020 | 117,996 | 486,989 | (356,246) | (13,230) | $ 473 | $ 10 | ||||
Beginning balance (in shares) at Mar. 31, 2020 | 47,320,000 | 988,000 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Issuance of Class A common stock - acquisition | 0 | (1) | $ 1 | |||||||
Issuance of Class A common stock - acquisition (in shares) | 36,000 | |||||||||
Issuances of Class A common stock | 387 | 387 | ||||||||
Issuance of Class A common stock (in shares) | 26,000 | |||||||||
Stock-based compensation | 1,818 | 1,818 | ||||||||
Net income | 12,113 | 12,113 | ||||||||
Hedging activity | (1,569) | (1,569) | ||||||||
Ending balance at Jun. 30, 2020 | $ 130,745 | $ 489,193 | $ (344,133) | $ (14,799) | $ 474 | $ 10 | ||||
Ending balance (in shares) at Jun. 30, 2020 | 47,382,000 | 47,382,000 | 988,000 | 988,000 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Cash Flows from Operating Activities: | ||
Net income | $ 13,072 | $ 10,201 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 43,482 | 37,204 |
Operating lease right-of-use assets expense | 4,588 | 4,921 |
Interest accretion on landfill and environmental remediation liabilities | 3,542 | 3,579 |
Amortization of debt issuance costs | 1,054 | 1,149 |
Stock-based compensation | 3,380 | 3,320 |
Loss (gain) on sale of property and equipment | 131 | (327) |
Southbridge Landfill non-cash closure charge | 41 | 179 |
Non-cash expense from acquisition activities | 575 | (68) |
Deferred income taxes | 1,256 | (1,565) |
Changes in assets and liabilities, net of effects of acquisitions and divestitures: | ||
Accounts receivable | 6,448 | (10,057) |
Landfill operating lease contract expenditures | (1,358) | (2,140) |
Accounts payable | (6,967) | 3,995 |
Prepaid expenses, inventories and other assets | (2,309) | (2,975) |
Accrued expenses, contract liabilities and other liabilities | (7,910) | (12,788) |
Net cash provided by operating activities | 62,493 | 38,251 |
Cash Flows from Investing Activities: | ||
Acquisitions, net of cash acquired | (20,091) | (27,687) |
Additions to property, plant and equipment | (51,570) | (46,659) |
Proceeds from sale of property and equipment | 200 | 363 |
Net cash used in investing activities | (71,461) | (73,983) |
Cash Flows from Financing Activities: | ||
Proceeds from debt borrowings | 91,200 | 41,400 |
Principal payments on debt | (82,719) | (109,241) |
Payments of debt issuance costs | (11) | 0 |
Proceeds from the exercise of share based awards | 100 | 2,277 |
Proceeds from the public issuance of Class A Common Stock | 0 | 100,446 |
Net cash provided by financing activities | 8,570 | 34,882 |
Net decrease in cash and cash equivalents | (398) | (850) |
Cash and cash equivalents, beginning of period | 3,471 | 4,007 |
Cash and cash equivalents, end of period | 3,073 | 3,157 |
Cash paid during the period for: | ||
Interest | 10,733 | 11,672 |
Income taxes, net of refunds | 187 | 16 |
Supplemental Disclosure of Non-Cash Investing and Financing Activities: | ||
Non-current assets obtained through long-term obligations | 11,859 | 9,333 |
Landfill | ||
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Operating lease right-of-use assets expense | $ 3,468 | $ 3,623 |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 6 Months Ended |
Jun. 30, 2020 | |
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. Effective January 1, 2020, we reorganized our operations to consist of a single resource-renewal focused operation by combining our larger-scale recycling and commodity brokerage operations along with our organics services and major account and industrial services into our Resource Solutions segment. We continue to 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. Legal, tax, information technology, human resources, certain finance and accounting and other administrative functions are included in our Corporate Entities segment. Segment information reported in the three and six months ended June 30, 2019 and as of December 31, 2019 has been reclassified to conform with the three and six months ended June 30, 2020 and as of June 30, 2020 presentation. The accompanying unaudited consolidated financial statements, which include the accounts of the Parent and our wholly-owned subsidiaries, 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, 2019, which was filed with the SEC on February 21, 2020. 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, 2020 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, 2019. Recent Events With the global outbreak of the novel coronavirus ("COVID-19") and the declaration of a pandemic by the World Health Organization in March 2020, the U.S. Government and all of the states in which we operate have declared the waste services industry as an essential services provider and as a result we are committed to continue to operate and provide our full breadth of services. We have prioritized the safety and well-being of our employees by strictly adhering to recommendations of the Centers for Disease Control and Prevention as well as executive orders of the states in which we operate. The COVID-19 outbreak has caused, and is likely to continue to cause, significant economic disruption across our geographic footprint and has adversely affected, and is expected to continue to adversely affect, our business. COVID-19 negatively impacted our revenues starting at the end of the quarter ended March 31, 2020 as many collection customers required service level changes and volumes into our landfills declined. We did experience improved demand for services in the quarter ended June 30, 2020 as local economies started to reopen as allowed by State Governments. This demand has continued to grow at a fairly steady rate, but our collection and disposal operations remain negatively impacted by lower volumes attributable to COVID-19. We continue to experience increased costs associated with the protection of our employees including costs for additional safety equipment, hygiene products and enhanced facility cleaning. These costs are expected to continue throughout the remainder of the year. We have taken measures to reduce costs in other areas and preserve liquidity during this period of uncertainty. As of the date of this filing, we are unable to determine or predict the nature, duration or scope of the overall impact that COVID-19 will have on our business, results of operations, liquidity and capital resources. Subsequent Events We have evaluated subsequent events or transactions that have occurred after the consolidated balance sheet date of June 30, 2020 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, 2020 | |
Accounting Changes and Error Corrections [Abstract] | |
ACCOUNTING CHANGES | ACCOUNTING CHANGES A table providing a brief description of recent Accounting Standards Updates ("ASUs") to the Accounting Standards Codification (“ASC”) issued by the Financial Accounting Standards Board (“FASB”) that we adopted and deemed to have a material impact on our consolidated financial statements based on current account balances and activity follows: Standard Description Effect on the Financial Statements or Other Accounting standards adopted effective January 1, 2020 ASU No. 2016-13 Requires that an entity measures all of its expected credit losses for financial assets held based on historical experience, current conditions, and reasonable and supportable forecasts. We adopted this guidance effective January 1, 2020 using the required modified-retrospective approach. We recognized a cumulative effect adjustment of $(189) to retained earnings upon implementation. This guidance replaces the incurred loss methodology with an expected loss methodology that is referred to as current expected credit loss ("CECL") methodology. CECL requires consideration of past events, current conditions, and reasonable and supportable forecasts about the future to assess credit loss estimates and will generally result in the earlier recognition of an allowance for credit losses. We have updated our business processes and systems and controls to support recognition and disclosure under the new guidance. See Note 5, Accounts Receivable, Net of Allowance for Credit Losses for additional disclosure. A table providing a brief description of recent ASUs to the ASC issued by the FASB that are pending adoption and deemed to have a possible material impact on our consolidated financial statements based on current account balances and activity follows: Standard Description Effect on the Financial Statements or Other Accounting standards issued pending adoption ASU No. 2020-04: Reference Rate Reform (Topic 848) Provides temporary optional guidance to ease the potential burden in applying GAAP to contract modifications and hedging relationships, subject to meeting certain criteria, that reference LIBOR or another reference rate expected to be discontinued. We are currently assessing the provisions of this guidance and do not expect that its adoption will have an impact on our consolidated financial statements and related disclosures. This guidance will be in effect from March 12, 2020 through December 31, 2022. ASU No. 2019-12: Income Taxes (Topic 740) Reduces the complexity over accounting for income taxes by removing certain exceptions and amending guidance to improve consistent application of accounting over income taxes. We are currently assessing the provisions of this guidance to determine whether or not its adoption will have an impact on our consolidated financial statements and related disclosures. This guidance is effective January 1, 2021 with early adoption permitted. |
REVENUE RECOGNITION
REVENUE RECOGNITION | 6 Months Ended |
Jun. 30, 2020 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE RECOGNITION | REVENUE RECOGNITION A table of revenues disaggregated by service line and timing of revenue recognition by operating segment for each of the three and six months ended June 30, 2020 and 2019 follows: Three Months Ended June 30, 2020 Eastern Western Resource Solutions Total Revenues Collection $ 37,115 $ 58,546 $ — $ 95,661 Landfill 4,568 15,218 — 19,786 Transfer 11,451 9,016 — 20,467 Customer solutions — — 20,239 20,239 Recycling 4 332 12,487 12,823 Organics — — 15,419 15,419 Transportation — 3,454 — 3,454 Landfill gas-to-energy 198 720 — 918 Total revenues $ 53,336 $ 87,286 $ 48,145 $ 188,767 Transferred at a point-in-time $ 69 $ 367 $ 8,231 $ 8,667 Transferred over time 53,267 86,919 39,914 180,100 Total revenues $ 53,336 $ 87,286 $ 48,145 $ 188,767 Three Months Ended June 30, 2019 Eastern Western Resource Solutions Total Revenues Collection $ 38,955 $ 54,151 $ — $ 93,106 Landfill 5,427 18,855 — 24,282 Transfer 11,923 8,597 — 20,520 Customer solutions — — 19,216 19,216 Recycling 577 341 10,514 11,432 Organics — — 14,905 14,905 Transportation — 3,287 — 3,287 Landfill gas-to-energy 194 517 — 711 Total revenues $ 57,076 $ 85,748 $ 44,635 $ 187,459 Transferred at a point-in-time $ 52 $ 178 $ 6,505 $ 6,735 Transferred over time 57,024 85,570 38,130 180,724 Total revenues $ 57,076 $ 85,748 $ 44,635 $ 187,459 Six Months Ended June 30, 2020 Eastern Western Resource Solutions Total Revenues Collection $ 73,944 $ 117,185 $ — $ 191,129 Landfill 8,112 31,528 — 39,640 Transfer 20,834 15,722 — 36,556 Customer solutions — — 41,902 41,902 Recycling 6 571 23,453 24,030 Organics — — 30,351 30,351 Transportation — 6,124 — 6,124 Landfill gas-to-energy 583 1,361 — 1,944 Total revenues $ 103,479 $ 172,491 $ 95,706 $ 371,676 Transferred at a point-in-time $ 125 $ 602 $ 12,692 $ 13,419 Transferred over time 103,354 171,889 83,014 358,257 Total revenues $ 103,479 $ 172,491 $ 95,706 $ 371,676 Six Months Ended June 30, 2019 Eastern Western Resource Solutions Total Revenues Collection $ 72,919 $ 103,746 $ — $ 176,665 Landfill 9,144 34,323 — 43,467 Transfer 20,909 13,872 — 34,781 Customer solutions — — 37,370 37,370 Recycling 578 782 21,280 22,640 Organics — — 28,501 28,501 Transportation — 5,852 — 5,852 Landfill gas-to-energy 523 1,324 — 1,847 Total revenues $ 104,073 $ 159,899 $ 87,151 $ 351,123 Transferred at a point-in-time $ 88 $ 487 $ 12,896 $ 13,471 Transferred over time 103,985 159,412 74,255 337,652 Total revenues $ 104,073 $ 159,899 $ 87,151 $ 351,123 Payments to customers that are not in exchange for a distinct good or service are recorded as a reduction of revenues. Rebates to certain customers associated with payments for recycled or organic materials that are received and subsequently processed and sold to other third-parties amounted to $1,546 and $2,537 in the three and six months ended June 30, 2020, respectively, and $1,109 and $2,447 in the three and six months ended June 30, 2019, respectively. Rebates are generally recorded as a reduction of revenues upon the sale of such materials, or upon receipt of the recycled materials at our facilities. We did not record any revenues in the three and six months ended June 30, 2020 and June 30, 2019 from performance obligations satisfied in previous periods. Contract receivables, which are included in Accounts receivable, net are recorded when billed or when related revenue is earned, if earlier, and represent claims against third-parties that will be settled in cash. Accounts receivable, net includes gross receivables from contracts of $74,091 and $80,191 as of June 30, 2020 and December 31, 2019, respectively. Certain customers are billed in advance and, accordingly, recognition of the related revenues is deferred as a contract liability until the services are provided and control transferred to the customer. We recognized contract liabilities of $3,056 and $2,299 as of June 30, 2020 and December 31, 2019, respectively. Due to the short term nature of advanced billings, substantially all of the deferred revenue recognized as a contract liability as of December 31, 2019 and December 31, 2018 was recognized as revenue during the three and six months ended June 30, 2020 and June 30, 2019, respectively, when the services were performed. |
BUSINESS COMBINATIONS
BUSINESS COMBINATIONS | 6 Months Ended |
Jun. 30, 2020 | |
Business Combinations [Abstract] | |
BUSINESS COMBINATIONS | BUSINESS COMBINATIONS In the six months ended June 30, 2020, we acquired four businesses: three tuck-in solid waste collection businesses in our Western region and one recycling operation in our Resource Solutions segment. In the six months ended June 30, 2019, we acquired three tuck-in solid waste collection businesses in our Eastern region and a business comprised of solid waste collection, transfer and recycling operations in our Western region. The operating results of the acquired businesses are included in the accompanying unaudited consolidated statements of operations from each date of acquisition, and the purchase price has been allocated to the net assets acquired based on fair values at each date of acquisition, with the residual amounts recorded as goodwill. Acquired intangible assets other than goodwill that are subject to amortization include client lists and non-compete covenants. Such assets are amortized over a five ten A summary of the purchase price paid for these acquisitions and the allocation of the purchase price for these acquisitions follows: Six Months Ended 2020 2019 Purchase Price: Cash used in acquisitions, net of cash acquired $ 19,212 $ 25,546 Notes payable — 2,250 Contingent consideration and holdbacks 2,837 1,120 Total 22,049 28,916 Allocated as follows: Current assets 132 1,865 Land 685 726 Buildings 2,118 2,602 Equipment 8,277 8,655 Intangible assets 5,912 11,619 Other liabilities, net (222) (1,546) Deferred tax liability — (2,137) Fair value of assets acquired and liabilities assumed 16,902 21,784 Excess purchase price allocated to goodwill $ 5,147 $ 7,132 Certain purchase price allocations are preliminary and are based on information existing at the acquisition dates or upon closing the transaction. Accordingly, these purchase price allocations are subject to change. 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, 2019 is as follows: Three Months Ended Six Months Ended 2020 2019 2020 2019 Revenues $ 189,026 $ 201,608 $ 373,623 $ 381,518 Operating income $ 17,448 $ 16,850 $ 24,517 $ 22,751 Net income $ 12,115 $ 12,629 $ 13,087 $ 11,709 Basic earnings per share attributable to common stockholders: Weighted average common shares outstanding 48,348 47,464 48,176 46,693 Basic earnings per common share $ 0.25 $ 0.27 $ 0.27 $ 0.25 Diluted earnings per share attributable to common stockholders: Weighted average common shares outstanding 48,563 48,221 48,411 47,424 Diluted earnings per common share $ 0.25 $ 0.26 $ 0.27 $ 0.25 |
ACCOUNTS RECEIVABLE, NET OF ALL
ACCOUNTS RECEIVABLE, NET OF ALLOWANCE FOR CREDIT LOSSES | 6 Months Ended |
Jun. 30, 2020 | |
Credit Loss [Abstract] | |
ACCOUNTS RECEIVABLE, NET OF ALLOWANCE FOR CREDIT LOSSES | ACCOUNTS RECEIVABLE, NET OF ALLOWANCE FOR CREDIT LOSSES Accounts receivable represent receivables from customers for collection, transfer, recycling, disposal and other services. Our accounts receivable are recorded when billed or when related revenue is earned, if earlier, and represent claims against third-parties that will be settled in cash. The carrying value of our accounts receivable, net of allowance for credit losses represents its estimated net realizable value. Estimates are used in determining our allowance for credit losses based on, among other things, our historical loss trends, the age of outstanding accounts receivable, and current and expected economic conditions. Additions – charged to expense in the six months ended June 30, 2020 considers the current economic conditions associated with the COVID-19 pandemic and the potential impact to our customers’ ability to pay for services that we have provided. Our reserve is evaluated and revised on a monthly basis. Past due accounts receivable are written off when deemed to be uncollectible. A summary of the changes to allowance for credit losses follows: Six Months Ended Balance at beginning of period $ 1,468 Cumulative effect of new accounting principle 189 Additions - charged to expense 1,697 Deductions - bad debts written off, net of recoveries (739) Balance at end of period $ 2,615 |
LEASES
LEASES | 6 Months Ended |
Jun. 30, 2020 | |
Leases [Abstract] | |
LEASES | LEASES We lease vehicles, equipment, property and other non-core equipment in the ordinary course of our business. Leases are classified as either operating leases or finance leases, as appropriate. Our leases have varying terms and may include renewal or purchase options, escalation clauses, restrictions, lease concessions, capital project funding, penalties or other obligations that we considered historically in determining minimum rental payments. We recognize lease expense for operating leases on a straight-line basis over the lease term. We recognize depreciation expense for finance leases over either the useful life of the asset or the lease term based on the terms of the lease agreement. We are also party to three landfill operation and management agreements. These agreements are long-term landfill operating contracts with government bodies whereby we receive tipping revenue, pay normal operating expenses and assume future final capping, closure and post-closure obligations. The government body retains ownership of the landfill. There is no bargain purchase option and title to the property does not pass to us at the end of the lease term. We allocate the consideration paid to the landfill airspace rights and underlying land lease based on the relative fair values. In addition to up-front or one-time payments, the landfill operating agreements may require us to make future minimum rental payments, including success/expansion fees, other direct costs and final capping, closure and post-closure costs. The value of all future minimum rental payments is amortized and charged to cost of operations over the life of the contract. We amortize the consideration allocated to airspace rights as airspace is utilized on a units-of-consumption basis and such amortization is charged to cost of operations as airspace is consumed (e.g., as tons are placed into the landfill). The underlying value of any land lease is amortized to cost of operations on a straight-line basis over the estimated life of the operating agreement. A schedule of lease costs and other lease information follows: Three Months Ended Six Months Ended 2020 2019 2020 2019 Lease cost: Amortization of right-of-use assets $ 859 $ 503 $ 1,591 $ 912 Interest expense 290 186 536 342 Fixed lease cost - vehicles, equipment and property 2,171 2,342 4,588 4,921 Fixed lease cost - landfill operating leases 1,795 1,975 3,468 3,623 Fixed lease cost 3,966 4,317 8,056 8,544 Short-term lease cost 729 1,092 1,658 1,750 Variable lease cost 129 35 261 42 Total lease cost $ 5,973 $ 6,133 $ 12,102 $ 11,590 Other information: Cash paid for amounts included in the measurement of lease liabilities: Financing cash flows for finance leases $ 981 $ 733 $ 1,942 $ 1,204 Operating cash flows for operating leases $ 3,272 $ 4,831 $ 5,714 $ 6,874 Right-of-use assets obtained in exchange for new finance lease liabilities $ 5,391 $ 4,384 $ 11,793 $ 6,857 Right-of-use assets obtained in exchange for new operating lease liabilities $ 776 $ 173 $ 3,142 $ 588 June 30, Weighted-average remaining lease term - finance leases (years) 6.1 Weighted-average remaining lease term - operating leases (years) 11.8 Weighted-average discount rate - finance leases 4.6 % Weighted-average discount rate - operating leases 5.1 % Estimated minimum future lease obligations are as follows: Operating Leases Finance Leases Fiscal year ending December 31, 2020 $ 7,512 $ 2,928 Fiscal year ending December 31, 2021 12,145 5,706 Fiscal year ending December 31, 2022 9,486 5,113 Fiscal year ending December 31, 2023 7,296 4,947 Fiscal year ending December 31, 2024 6,638 4,847 Thereafter 63,964 9,778 Total lease payments 107,041 33,319 Less: interest expense (28,416) (5,056) Lease liability balance $ 78,625 $ 28,263 |
LEASES | LEASES We lease vehicles, equipment, property and other non-core equipment in the ordinary course of our business. Leases are classified as either operating leases or finance leases, as appropriate. Our leases have varying terms and may include renewal or purchase options, escalation clauses, restrictions, lease concessions, capital project funding, penalties or other obligations that we considered historically in determining minimum rental payments. We recognize lease expense for operating leases on a straight-line basis over the lease term. We recognize depreciation expense for finance leases over either the useful life of the asset or the lease term based on the terms of the lease agreement. We are also party to three landfill operation and management agreements. These agreements are long-term landfill operating contracts with government bodies whereby we receive tipping revenue, pay normal operating expenses and assume future final capping, closure and post-closure obligations. The government body retains ownership of the landfill. There is no bargain purchase option and title to the property does not pass to us at the end of the lease term. We allocate the consideration paid to the landfill airspace rights and underlying land lease based on the relative fair values. In addition to up-front or one-time payments, the landfill operating agreements may require us to make future minimum rental payments, including success/expansion fees, other direct costs and final capping, closure and post-closure costs. The value of all future minimum rental payments is amortized and charged to cost of operations over the life of the contract. We amortize the consideration allocated to airspace rights as airspace is utilized on a units-of-consumption basis and such amortization is charged to cost of operations as airspace is consumed (e.g., as tons are placed into the landfill). The underlying value of any land lease is amortized to cost of operations on a straight-line basis over the estimated life of the operating agreement. A schedule of lease costs and other lease information follows: Three Months Ended Six Months Ended 2020 2019 2020 2019 Lease cost: Amortization of right-of-use assets $ 859 $ 503 $ 1,591 $ 912 Interest expense 290 186 536 342 Fixed lease cost - vehicles, equipment and property 2,171 2,342 4,588 4,921 Fixed lease cost - landfill operating leases 1,795 1,975 3,468 3,623 Fixed lease cost 3,966 4,317 8,056 8,544 Short-term lease cost 729 1,092 1,658 1,750 Variable lease cost 129 35 261 42 Total lease cost $ 5,973 $ 6,133 $ 12,102 $ 11,590 Other information: Cash paid for amounts included in the measurement of lease liabilities: Financing cash flows for finance leases $ 981 $ 733 $ 1,942 $ 1,204 Operating cash flows for operating leases $ 3,272 $ 4,831 $ 5,714 $ 6,874 Right-of-use assets obtained in exchange for new finance lease liabilities $ 5,391 $ 4,384 $ 11,793 $ 6,857 Right-of-use assets obtained in exchange for new operating lease liabilities $ 776 $ 173 $ 3,142 $ 588 June 30, Weighted-average remaining lease term - finance leases (years) 6.1 Weighted-average remaining lease term - operating leases (years) 11.8 Weighted-average discount rate - finance leases 4.6 % Weighted-average discount rate - operating leases 5.1 % Estimated minimum future lease obligations are as follows: Operating Leases Finance Leases Fiscal year ending December 31, 2020 $ 7,512 $ 2,928 Fiscal year ending December 31, 2021 12,145 5,706 Fiscal year ending December 31, 2022 9,486 5,113 Fiscal year ending December 31, 2023 7,296 4,947 Fiscal year ending December 31, 2024 6,638 4,847 Thereafter 63,964 9,778 Total lease payments 107,041 33,319 Less: interest expense (28,416) (5,056) Lease liability balance $ 78,625 $ 28,263 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 6 Months Ended |
Jun. 30, 2020 | |
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 reporting segment is as follows: December 31, Acquisitions June 30, Eastern region $ 30,720 $ — $ 30,720 Western region 141,055 5,147 146,202 Resource solutions 14,044 — 14,044 Total $ 185,819 $ 5,147 $ 190,966 A summary of intangible assets by intangible asset type follows: Covenants Client Lists Total Balance, June 30, 2020 Intangible assets $ 26,652 $ 76,635 $ 103,287 Less accumulated amortization (19,756) (23,123) (42,879) $ 6,896 $ 53,512 $ 60,408 Covenants Client Lists Total Balance, December 31, 2019 Intangible assets $ 26,162 $ 71,122 $ 97,284 Less accumulated amortization (18,968) (19,595) (38,563) $ 7,194 $ 51,527 $ 58,721 Intangible amortization expense was $2,222 and $4,316 during the three and six months ended June 30, 2020, respectively, as compared to $1,639 and $3,039 during the three and six months ended June 30, 2019, respectively. A summary of intangible amortization expense estimated for the five fiscal years following the fiscal year ended December 31, 2019 and thereafter follows: Estimated Future Amortization Expense as of June 30, 2020 Fiscal year ending December 31, 2020 $ 4,441 Fiscal year ending December 31, 2021 $ 7,500 Fiscal year ending December 31, 2022 $ 6,848 Fiscal year ending December 31, 2023 $ 6,640 Fiscal year ending December 31, 2024 $ 7,603 Thereafter $ 27,376 |
ACCRUED FINAL CAPPING, CLOSURE
ACCRUED FINAL CAPPING, CLOSURE AND POST CLOSURE | 6 Months Ended |
Jun. 30, 2020 | |
Asset Retirement Obligation Disclosure [Abstract] | |
ACCRUED FINAL CAPPING, CLOSURE AND POST CLOSURE | ACCRUED FINAL CAPPING, CLOSURE AND POST CLOSUREAccrued 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 2020 2019 Beginning balance $ 71,927 $ 73,075 Obligations incurred 1,764 1,217 Revision in estimates (1) 152 — Accretion expense 3,204 3,194 Obligations settled (2) (1,650) (2,947) Ending balance $ 75,397 $ 74,539 (1) Relates to changes in estimated costs and timing of final capping, closure and post-closure activities at the Town of Southbridge, Massachusetts landfill ("Southbridge Landfill"). See Note 10, Commitments and Contingencies and Note 13, Other Items and Charges for further discussion. (2) Includes amounts that are being processed through accounts payable as a part of our disbursements cycle. |
DEBT
DEBT | 6 Months Ended |
Jun. 30, 2020 | |
Debt And Derivatives Disclosure [Abstract] | |
DEBT | DEBT A summary of debt is as follows: June 30, December 31, Senior Secured Credit Facility: Revolving line of credit facility ("Revolving Credit Facility") due May 2023; bearing interest at LIBOR plus 1.75% $ 37,700 $ 26,900 Term loan A facility ("Term Loan Facility") due May 2023; bearing interest at LIBOR plus 1.75% 350,000 350,000 Tax-Exempt Bonds: New York State Environmental Facilities Corporation Solid Waste Disposal Revenue Bonds Series 2014 ("New York Bonds 2014") due December 2044 - fixed rate interest period through 2019; bearing interest at 2.875% 25,000 25,000 New York State Environmental Facilities Corporation Solid Waste Disposal Revenue Bonds Series 2014R-2 ("New York Bonds 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 ("FAME Bonds 2005R-3") due January 2025 - fixed rate interest period through 2025; bearing interest at 5.25% 25,000 25,000 Finance Authority of Maine Solid Waste Disposal Revenue Bonds Series 2015R-1 ("FAME Bonds 2015R-1") due August 2035 - fixed rate interest period through 2025; bearing interest at 5.125% 15,000 15,000 Finance Authority of Maine Solid Waste Disposal Revenue Bonds Series 2015R-2 ("FAME Bonds 2015R-2") due August 2035 - fixed rate interest period through 2025; bearing interest at 4.375% 15,000 15,000 Vermont Economic Development Authority Solid Waste Disposal Long-Term Revenue Bonds Series 2013 ("Vermont Bonds") due April 2036 - fixed rate interest period through 2028; bearing interest at 4.625% 16,000 16,000 Business Finance Authority of the State of New Hampshire Solid Waste Disposal Revenue Bonds Series 2013 ("New Hampshire Bonds") due April 2029 - fixed rate interest period through 2029; bearing interest at 2.95% 11,000 11,000 Other: Finance leases maturing through December 2107; bearing interest at a weighted average of 4.6% 28,263 18,364 Notes payable maturing through June 2027; bearing interest at a weighted average of 3.5% 5,104 5,464 Principal amount of debt 543,067 522,728 Less—unamortized debt issuance costs (1) 8,362 9,406 Debt less unamortized debt issuance costs 534,705 513,322 Less—current maturities of debt 6,948 4,301 $ 527,757 $ 509,021 (1) A summary of unamortized debt issuance costs by debt instrument follows: June 30, December 31, Revolving Credit Facility and Term Loan Facility (collectively, the "Credit Facility") $ 4,659 $ 5,478 New York Bonds 2014 1,034 1,057 New York Bonds 2014R-2 359 390 FAME Bonds 2005R-3 389 432 FAME Bonds 2015R-1 517 552 FAME Bonds 2015R-2 380 417 Vermont Bonds 514 541 New Hampshire Bonds 510 539 $ 8,362 $ 9,406 Credit Facility As of June 30, 2020, we are party to a credit agreement ("Credit Agreement"), which provides for a $350,000 Term Loan Facility and a $200,000 Revolving Credit Facility. We have the right to request, at our discretion, an increase in the amount of loans under the Credit Facility by an aggregate amount of $125,000, subject to the terms and conditions set forth in the Credit Agreement. The Credit Facility has a 5-year term that matures in May 2023 and bears interest at a rate of LIBOR plus 1.75% per annum, which will be reduced to a rate of LIBOR plus as low as 1.25% upon us reaching a consolidated net leverage ratio of less than 2.25x. The Credit Facility is guaranteed jointly and severally, fully and unconditionally by all of our significant wholly-owned subsidiaries and secured by substantially all of our assets. As of June 30, 2020, further advances were available under the Credit Facility in the amount of $135,875. The available amount is net of outstanding irrevocable letters of credit totaling $26,425, at which date no amount had been drawn. The Credit Agreement requires us to maintain a minimum interest coverage ratio and a maximum consolidated net leverage ratio, to be measured at the end of each fiscal quarter. As of June 30, 2020, we were in compliance with the covenants contained in the Credit Agreement. In addition to these financial covenants, the Credit Agreement also contains a number of important customary affirmative and negative covenants which restrict, among other things, our ability to sell assets, incur additional debt, create liens, make investments, and pay dividends. We do not believe that these restrictions impact our ability to meet future liquidity needs. An event of default under any of our debt agreements could permit some of our lenders, including the lenders under the Credit Facility, to declare all amounts borrowed from them to be immediately due and payable, together with accrued and unpaid interest, or, in the case of the Credit Facility, terminate the commitment to make further credit extensions thereunder, which could, in turn, trigger cross-defaults under other debt obligations. If we were unable to repay debt to our lenders, or were otherwise in default under any provision governing our outstanding debt obligations, our secured lenders could proceed against us and against the collateral securing that debt. Cash Flow Hedges Our strategy to reduce exposure to interest rate risk involves entering into interest rate derivative agreements to hedge against adverse movements in interest rates related to the variable rate portion of our long-term debt. In the six months ended June 30, 2020, we entered into three forward starting interest rate derivative agreements with a total notional amount of $60,000 that will serve to replace existing interest rate derivative agreements upon their expiration between June 2022 and May 2023. In the six months ended June 30, 2020, we also amended three interest rate derivative agreements to settle each of the 1.0% floors and replace each with a 0.0% floor in line with our Term Loan Facility, which resulted in us dedesignating the original hedging relationships. We subsequently designated new hedging relationships between the three interest rate derivative agreements and the variable rate interest payments related to the Term Loan Facility based on a quantitative assessment that was performed using regression analysis, which indicated that the hedging relationships were highly effective. Because the interest rate payments associated with the variable rate portion of our long-term debt will still occur, the net loss of $(765) associated with the dedesignated interest rate derivative agreements and the $430 cash settlement received in exchange for settling the 1.0% floors in accumulated other comprehensive loss were not reclassified into earnings. Instead, this loss and settlement amount will continue to be reclassified from accumulated other comprehensive loss into interest expense as the interest payments affect earnings. As of both June 30, 2020 and December 31, 2019, our interest rate derivative agreements have a total notional amount of $190,000. According to the terms of the agreements, we receive interest based on the 1-month LIBOR index and pay interest at a weighted average rate of approximately 2.54%. The agreements mature between February 2021 and May 2023. Additionally, we have forward starting interest rate derivative agreements with a total notional amount of $125,000 that mature between February 2026 and May 2028. We receive interest based on the 1-month LIBOR index, restricted by a 0.0% floor, and will pay interest at a weighted average rate of approximately 1.63%. We have designated these derivative instruments as highly effective cash flow hedges, and therefore the change in fair value is recorded in our stockholders’ equity as a component of accumulated other comprehensive loss and included in interest expense at the same time as interest expense is affected by the hedged transactions. Differences paid or received over the life of the agreements are recorded as additions to or reductions of interest expense on the underlying debt and included in cash flows from operating activities. A summary of the effect of cash flow hedges related to derivative instruments on the consolidated balance sheet follows: Fair Value Balance Sheet Location June 30, December 31, Interest rate swaps Other accrued liabilities $ 4,636 $ 1,824 Interest rate swaps Other long-term liabilities 9,962 3,603 $ 14,598 $ 5,427 Interest rate swaps Accumulated other comprehensive loss $ (14,799) $ (5,929) Interest rate swaps - tax provision Accumulated other comprehensive loss — (112) $ (14,799) $ (6,041) A summary of the amount of expense on cash flow hedging relationships related to interest rate swaps reclassified from accumulated other comprehensive loss into earnings follows: Three Months Ended Six Months Ended 2020 2019 2020 2019 Statement of Operations Location (Expense) Income (Expense) Income Interest expense $ (990) $ 60 $ (1,293) $ 115 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2020 | |
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 (including related litigation) 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 was operated by SRD and later closed in November 2018 when Southbridge Landfill reached its final capacity. Those results indicated the presence of contaminants above the levels triggering notice and response obligations under MADEP regulations. In response to those results, we have carried out an Immediate Response Action pursuant to Massachusetts General Law Chapter 21E (the "Charlton 21E Obligations") pursuant to state law. Further, we implemented a plan to analyze and better understand the groundwater near the Southbridge Landfill and we investigated 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 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. We entered into a Tolling Agreement with the Town to delay any further administrative or legal actions until our work with MADEP more specifically defines the parties’ responsibilities for the Charlton 21E Obligations, if any. Please see below for further discussion of our relationship with the Town regarding the Charlton 21E Obligations. In February 2016, we and the Town received a Notice of Intent to Sue under the Resource Conservation and Recovery Act ("RCRA") from a law firm purporting to represent residents proximate to the Southbridge Landfill (“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 (the “Massachusetts Court”) 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 are vigorously defending 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. 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. In December 2017, we filed a Motion to Dismiss the Litigation, and on October 1, 2018, the Massachusetts Court granted our Motion to Dismiss, and accordingly, dismissed the Citizen Groups claims under the Acts. The Massachusetts Court has retained jurisdiction of the Residents claims. The Citizen Groups intend to appeal the Massachusetts Court’s decision to grant our Motion to Dismiss. The Residents moved for a stay of their case until the Citizen Groups appealed. We opposed the stay and in March 2019, the Massachusetts Court denied the Residents motion for a stay. We are in active discovery in the Residents case. 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 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 has issued a twenty (20) year bond for our portion of the Waterline costs in the amount of $4,089. We have agreed to reimburse the Town for periodic payments under such bond. Construction of the Waterline is complete and homeowners are relying on municipal water supply. Remaining aspects of the project are minor and are expected to be completed in 2020. Bond reimbursement to the Town commenced in the quarter ended June 30, 2020. We have recorded an environmental remediation liability related to our obligation associated with the installation of the Waterline in other accrued liabilities and other long-term liabilities. 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 2.6%. Our expenditures could be significantly higher if costs exceed estimates. A summary of the changes to the environmental remediation liability associated with the Southbridge Landfill follows: Six Months Ended 2020 2019 Beginning balance $ 4,596 $ 5,173 Accretion expense 62 65 Obligations incurred 28 — Revisions in estimates (1) (188) — Obligations settled (2) (293) (392) Ending balance $ 4,205 $ 4,846 (1) The revision of estimate is associated with the completion of the environmental remediation at the site. See Note 13, Other Items and Charges to our consolidated financial statements for further discussion. (2) Includes amounts that are being processed through accounts payable as a part of our disbursements cycle. We completed the first phase of landfill capping and closure in the fiscal year ended December 31, 2019 at the Southbridge Landfill and are actively seeking approval from MADEP to close and cap the remainder of the landfill. 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. 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 combined 15% participant share. The majority of the remediation work has been completed as of June 30, 2020. 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. We inflate the estimated costs in current dollars to the expected time of payment and discount the total cost to present value using a risk-free interest rate of 1.5%. The environmental remediation liability associated with the Potsdam site was $1,151 as of both June 30, 2020 and December 31, 2019. Legal Proceedings North Country Environmental Services On or about March 8, 2018, the Citizen Groups described above delivered correspondence to our subsidiary, North Country Environmental Services, Inc. ("NCES"), and us, providing notice of the Citizen Groups' intent to sue NCES and us for violations of the CWA in conjunction with NCES's operation of its landfill in Bethlehem, New Hampshire ("NCES Landfill"). On May 14, 2018, the Citizen Groups filed a lawsuit against NCES and us in the United States District Court for the District of New Hampshire (the “New Hampshire Court”) alleging violations of the CWA, arguing that ground water discharging into the Ammonoosuc River is a "point source" under the CWA (the "New Hampshire Litigation"). The New Hampshire Litigation seeks remediation and fines under the CWA. On June 15, 2018, we and NCES filed a Motion to Dismiss the New Hampshire Litigation. On July 13, 2018, the Citizen Groups filed objections to our Motion to Dismiss. On July 27, 2018, we filed a reply in support of our Motion to Dismiss. On September 25, 2018, the New Hampshire Court denied our Motion to Dismiss. In March of 2019, we filed a motion in the New Hampshire Litigation asking for a stay of this litigation until certain appeals from discordant federal circuit courts were heard by the Supreme Court of the United States (“SCOTUS”), in the case identified as “County of Maui v. Hawaii Wildlife Fund (“MAUI”)". Our motion for a stay was granted in the New Hampshire Litigation, and SCOTUS heard the case in 2019 and issued a ruling on April 23, 2020. SCOTUS remanded the case to the U.S. Court of Appeals for the Ninth Circuit in San Francisco (the “Circuit Court”) ruling that the Circuit Court’s standard as to whether ground water impacts navigable waters is too broad. We do not believe that the MAUI decision resolves the issues presented in the New Hampshire Litigation, and until the Circuit Court rules in the remanded MAUI case, we intend to continue to vigorously defend against the New Hampshire Litigation, which we believe is without merit. The Citizens Groups filed a motion with the New Hampshire Court on July 15, 2020 to amend their complaint based on MAUI. We intend to oppose this motion to amend, and our filing is due August 7, 2020. Ontario County, New York Class Action Litigation On or about September 17, 2019, Richard Vandemortel and Deb Vandemortel filed a class action complaint against us on behalf of similarly situated citizens in Ontario County, New York. The lawsuit has been filed in Ontario County (the “New York Litigation”). It alleges that over one thousand (1,000) citizens constitute the putative class in the New York Litigation, and it seeks damages for diminution of property values and infringement of the putative class’ rights to live without interference to their daily lives due to odors emanating from the Subtitle D landfill located in Seneca, New York , which is operated by us pursuant to a long-term Operation, Maintenance and Lease Agreement with Ontario County. The New York Litigation was served on us on October 14, 2019. We intend to present a vigorous defense. Hakes Landfill Litigation On or about December 19, 2019, the New York State Department of Environmental Conservation (“Department”) issued certain permits to us to expand the landfill owned and operated by Hakes C&D Disposal Inc. in the Town of Campbell, Steuben County, New York (“Hakes Landfill”). The permits authorize approximately five years of expansion capacity at the Hakes Landfill. The authorizations issued by the Department followed approvals issued by the Town of Campbell Planning Board (“Planning Board”) in January 2019, and the Town Board of the Town of Campbell (“Town Board”) in March 2019, granting site plan review and a zoning change for the project. Litigation was commenced by the Sierra Club, several other non-governmental organizations, and several individuals (“the Petitioners”), challenging the approvals issued by the Department, the Planning Board and the Town Board in New York State Supreme Court, Steuben County (the “Litigation”). The challenge was based upon allegations that the agencies issuing these approvals did not follow the requirements of Article 8 of the Environmental Conservation Law of the State of New York, the State Environmental Quality Review Act (“SEQRA”), by failing to address certain radioactivity issues alleged by Petitioners to be associated with certain drilling wastes authorized for disposal at the Hakes Landfill. The Petitioners also made a motion for a preliminary injunction to restrain construction and operation of the expansion cell. We filed a motion to dismiss the Litigation filed by the Petitioners, and on July 31, 2020, the motion to dismiss was granted, which also rendered the preliminary injunction motion moot, and confirmed that the Town of Campbell and the Department reviewed scientific evidence, came to a reasoned decision, and all procedural requirements were met in the issuance of the approvals. Loss Contingency On January 9, 2019, NCES filed an application for a 1.2 million (cy) expansion of the capacity of the NCES Landfill with the New Hampshire Department of Environmental Services (“NHDES”) (“Stage VI Expansion”). The Stage VI Expansion would provide NCES with over five (5) years of additional capacity beyond the capacity of Stage V. In January 2020, NHDES informed NCES and us that NHDES had concerns regarding the short-term public benefit need for the Stage VI Expansion, and also in respect of certain technical concerns regarding the Stage VI Expansion. Because we believe that the NHDES reviewed our permit application for the Stage VI Expansion with respect to public benefit determination using a different regulatory framework than used in any of our previous permitting activities at NCES, we informed the NHDES on February 11, 2020, that while we vigorously disagreed with NHDES’ review of our application and the context for the NHDES’ concerns, we would withdraw our application with the expectation of refiling the application with the NHDES as soon as possible. We refiled our application on March 17, 2020. Our application has been deemed administratively complete, and a public hearing is scheduled for August 25, 2020. While the refiling of the application for the Stage VI Expansion could be rejected by the NHDES, and while delay of the Stage VI Expansion will occur, we remain confident that we will receive a permit for the Stage VI Expansion. We believe that a loss of $1,424 is reasonably possible, but not probable. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 6 Months Ended |
Jun. 30, 2020 | |
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, 2020, there were 1,114 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 The fair value of each stock option granted 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. A summary of stock option activity follows: Stock Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (years) Aggregate Intrinsic Value Outstanding, December 31, 2019 98 $ 9.20 Granted — $ — Exercised (8) $ 12.48 Forfeited — $ — Outstanding, June 30, 2020 90 $ 8.91 5.2 $ 3,894 Exercisable, June 30, 2020 90 $ 8.91 5.2 $ 3,894 We did not record any stock-based compensation expense for stock options during each of the three and six months ended June 30, 2020 and June 30, 2019, respectively. During the three and six months ended June 30, 2020, the aggregate intrinsic value of stock options exercised was $296 and $296, respectively. 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. Generally, restricted stock awards granted to non-employee directors vest incrementally over a three 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 Weighted Average Remaining Contractual Term (years) Aggregate Intrinsic Value Outstanding, December 31, 2019 393 $ 28.23 Granted 149 $ 47.39 Class A Common Stock Vested (125) $ 21.95 Forfeited (6) $ 35.18 Outstanding, June 30, 2020 411 $ 37.01 2.0 $ 21,414 Unvested, June 30, 2020 700 $ 37.62 1.8 $ 36,491 (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 289 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 $1,763 and $3,277 during the three and six months ended June 30, 2020, respectively, as compared to $1,835 and $3,225 during the three and six months ended June 30, 2019, respectively. During the three and six months ended June 30, 2020, the total fair value of other stock awards vested was $872 and $5,851, respectively. As of June 30, 2020, total unrecognized stock-based compensation expense related to outstanding restricted stock was $41, which will be recognized over a weighted average period of 2.5 years. As of June 30, 2020, total unrecognized stock-based compensation expense related to outstanding restricted stock units was $4,892, which will be recognized over a weighted average period of 2.0 years. As of June 30, 2020, total unrecognized stock-based compensation expense related to outstanding performance stock units was $6,282 to be recognized over a weighted average period of 1.9 years. We also recorded $56 and $103 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, 2020, respectively, as compared to $54 and $95 during the three and six months ended June 30, 2019, 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: Interest Rate Swaps Balance, December 31, 2019 $ (6,041) Other comprehensive loss before reclassifications (10,163) Amounts reclassified from accumulated other comprehensive loss 1,293 Income tax benefit related to items of other comprehensive loss 112 Net current-period other comprehensive loss (8,758) Balance, June 30, 2020 $ (14,799) A summary of reclassifications out of accumulated other comprehensive loss, net of tax follows: Three Months Ended Six Months Ended 2020 2019 2020 2019 Details About Accumulated Other Comprehensive Loss Components Amounts Reclassified Out of Accumulated Other Comprehensive Loss Affected Line Item in the Consolidated Interest rate swaps $ 990 $ (60) $ 1,293 $ (115) Interest expense 990 (60) 1,293 (115) Income before income taxes — — (112) — Provision (benefit) for income taxes $ 990 $ (60) $ 1,405 $ (115) Net income |
EARNINGS PER SHARE
EARNINGS PER SHARE | 6 Months Ended |
Jun. 30, 2020 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | EARNINGS PER SHAREBasic earnings per share is computed by dividing net income 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, 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 2020 2019 2020 2019 Numerator: Net income $ 12,113 $ 11,915 $ 13,072 $ 10,201 Denominators: Number of shares outstanding, end of period: Class A common stock 47,382 46,599 47,382 46,599 Class B common stock 988 988 988 988 Shares to be issued - acquisition — 36 — 36 Unvested restricted stock (1) (9) (1) (9) Effect of weighted average shares outstanding (21) (150) (193) (921) Basic weighted average common shares outstanding 48,348 47,464 48,176 46,693 Impact of potentially dilutive securities: Dilutive effect of stock options and other stock awards 215 757 235 731 Diluted weighted average common shares outstanding 48,563 48,221 48,411 47,424 Anti-dilutive potentially issuable shares 12 — 12 154 |
OTHER ITEMS AND CHARGES
OTHER ITEMS AND CHARGES | 6 Months Ended |
Jun. 30, 2020 | |
Unusual or Infrequent Items, or Both [Abstract] | |
OTHER ITEMS AND CHARGES | OTHER ITEMS AND CHARGES Expense from Acquisition Activities In the three and six months ended June 30, 2020, we recorded charges of $352 and $1,360, respectively, and in the three and six months ended June 30, 2019, we recorded charges of $464 and $1,140, respectively, comprised primarily of legal, consulting and other similar costs associated with the acquisition and integration of acquired businesses or select development projects. Southbridge Landfill Closure Charge In 2017, we initiated the plan to cease operations of the Southbridge Landfill and later closed it in November 2018 when Southbridge Landfill reached its final capacity . |
FAIR VALUE OF FINANCIAL INSTRUM
FAIR VALUE OF FINANCIAL INSTRUMENTS | 6 Months Ended |
Jun. 30, 2020 | |
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, restricted investment securities 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 swaps, trade payables and long-term debt. The carrying values of cash and cash equivalents, accounts receivable and trade payables approximate their respective fair values due to their short-term nature. The fair value of restricted investment securities 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 swaps included in the Level 2 tier below is 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, 2020 Using: Quoted Prices in Significant Other Significant Assets: Restricted investment securities - landfill closure $ 1,555 $ — $ — Liabilities: Interest rate swaps $ — $ 14,598 $ — Fair Value Measurement at December 31, 2019 Using: Quoted Prices in Significant Other Significant Assets: Restricted investment securities - landfill closure $ 1,586 $ — $ — Liabilities: Interest rate swaps $ — $ 5,427 $ — Fair Value of Debt As of June 30, 2020, the fair value of our fixed rate debt, including our FAME Bonds 2005R-3, FAME Bonds 2015R-1, FAME Bonds 2015R-2, Vermont Bonds, New York Bonds 2014, New York Bonds 2014R-2 and New Hampshire Bonds was approximately $125,942 and the carrying value was $122,000. The fair value of the FAME Bonds 2005R-3, the FAME Bonds 2015R-1, the FAME Bonds 2015R-2, the Vermont Bonds, the New York Bonds 2014, the New York Bonds 2014R-2 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, 2020, the carrying value of our Term Loan Facility was $350,000 and the carrying value of our Revolving Credit Facility was $37,700. Their fair values are based on current borrowing rates for similar types of borrowing arrangements, or Level 2 inputs, and approximate their carrying values. |
SEGMENT REPORTING
SEGMENT REPORTING | 6 Months Ended |
Jun. 30, 2020 | |
Segment Reporting [Abstract] | |
SEGMENT REPORTING | SEGMENT REPORTING We report selected information about our reportable 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. We classify our resource-renewal services by service in our Resource Solutions segment. Revenues associated with our resource renewal operations are derived from organics services, major account and industrial services, as well as recycling services generated from both municipalities and customers in the form of processing fees, tipping fees and commodity sales. Legal, tax, information technology, human resources, certain finance and accounting and other administrative functions are included in our Corporate Entities segment. Three Months Ended June 30, 2020 Segment Outside Inter-company Depreciation and Operating Total Eastern $ 53,336 $ 13,837 $ 6,339 $ 4,366 $ 211,441 Western 87,286 29,020 13,615 11,863 626,329 Resource solutions 48,145 2,448 1,538 1,801 91,907 Corporate entities — — 584 (586) 37,294 Eliminations — (45,305) — — — $ 188,767 $ — $ 22,076 $ 17,444 $ 966,971 Three Months Ended June 30, 2019 Segment Outside Inter-company Depreciation and Operating Total Eastern $ 57,076 $ 14,678 $ 6,368 $ 4,227 $ 211,891 Western 85,748 24,496 11,413 10,372 531,027 Resource solutions 44,635 2,740 1,303 1,604 88,181 Corporate entities — — 631 (659) 34,861 Eliminations — (41,914) — — — $ 187,459 $ — $ 19,715 $ 15,544 $ 865,960 Six Months Ended June 30, 2020 Segment Outside Inter-company Depreciation and Operating Total assets Eastern $ 103,479 $ 25,676 $ 12,297 $ 5,341 $ 211,441 Western 172,491 54,566 26,847 17,505 626,329 Resource Solutions 95,706 5,341 3,148 2,804 91,907 Corporate Entities — — 1,190 (1,194) 37,294 Eliminations — (85,583) — — — Total $ 371,676 $ — $ 43,482 $ 24,456 $ 966,971 Six Months Ended June 30, 2019 Segment Outside Inter-company Depreciation and Operating Total assets Eastern $ 104,073 $ 25,449 $ 11,629 $ 3,600 $ 211,891 Western 159,899 44,714 21,647 15,749 531,027 Resource Solutions 87,151 5,127 2,597 2,005 88,181 Corporate Entities — — 1,331 (1,368) 34,861 Eliminations — (75,290) — — — Total $ 351,123 $ — $ 37,204 $ 19,986 $ 865,960 A summary of our revenues attributable to services provided follows: Three Months Ended Six Months Ended 2020 2019 2020 2019 Collection $ 94,008 $ 92,066 $ 188,584 $ 175,145 Disposal 43,746 48,139 82,371 84,194 Power generation 918 711 1,944 1,847 Processing 1,950 1,908 3,071 2,786 Solid waste operations 140,622 142,824 275,970 263,972 Organics 15,419 14,905 30,351 28,501 Customer solutions 20,239 19,216 41,902 37,370 Recycling 12,487 10,514 23,453 21,280 Resource solutions operations 48,145 44,635 95,706 87,151 Total revenues $ 188,767 $ 187,459 $ 371,676 $ 351,123 |
ACCOUNTING CHANGES (Policies)
ACCOUNTING CHANGES (Policies) | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Changes and Error Corrections [Abstract] | |
Basis of Accounting | 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. Effective January 1, 2020, we reorganized our operations to consist of a single resource-renewal focused operation by combining our larger-scale recycling and commodity brokerage operations along with our organics services and major account and industrial services into our Resource Solutions segment. We continue to 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. Legal, tax, information technology, human resources, certain finance and accounting and other administrative functions are included in our Corporate Entities segment. Segment information reported in the three and six months ended June 30, 2019 and as of December 31, 2019 has been reclassified to conform with the three and six months ended June 30, 2020 and as of June 30, 2020 presentation. The accompanying unaudited consolidated financial statements, which include the accounts of the Parent and our wholly-owned subsidiaries, 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, 2019, which was filed with the SEC on February 21, 2020. |
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, 2020 may not be indicative of the results for any other interim period or the entire fiscal year. |
Subsequent Events | We have evaluated subsequent events or transactions that have occurred after the consolidated balance sheet date of June 30, 2020 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 Adopted and Pending Adoption | Standard Description Effect on the Financial Statements or Other Accounting standards adopted effective January 1, 2020 ASU No. 2016-13 Requires that an entity measures all of its expected credit losses for financial assets held based on historical experience, current conditions, and reasonable and supportable forecasts. We adopted this guidance effective January 1, 2020 using the required modified-retrospective approach. We recognized a cumulative effect adjustment of $(189) to retained earnings upon implementation. This guidance replaces the incurred loss methodology with an expected loss methodology that is referred to as current expected credit loss ("CECL") methodology. CECL requires consideration of past events, current conditions, and reasonable and supportable forecasts about the future to assess credit loss estimates and will generally result in the earlier recognition of an allowance for credit losses. We have updated our business processes and systems and controls to support recognition and disclosure under the new guidance. See Note 5, Accounts Receivable, Net of Allowance for Credit Losses for additional disclosure. A table providing a brief description of recent ASUs to the ASC issued by the FASB that are pending adoption and deemed to have a possible material impact on our consolidated financial statements based on current account balances and activity follows: Standard Description Effect on the Financial Statements or Other Accounting standards issued pending adoption ASU No. 2020-04: Reference Rate Reform (Topic 848) Provides temporary optional guidance to ease the potential burden in applying GAAP to contract modifications and hedging relationships, subject to meeting certain criteria, that reference LIBOR or another reference rate expected to be discontinued. We are currently assessing the provisions of this guidance and do not expect that its adoption will have an impact on our consolidated financial statements and related disclosures. This guidance will be in effect from March 12, 2020 through December 31, 2022. ASU No. 2019-12: Income Taxes (Topic 740) Reduces the complexity over accounting for income taxes by removing certain exceptions and amending guidance to improve consistent application of accounting over income taxes. We are currently assessing the provisions of this guidance to determine whether or not its adoption will have an impact on our consolidated financial statements and related disclosures. This guidance is effective January 1, 2021 with early adoption permitted. |
Leases | We lease vehicles, equipment, property and other non-core equipment in the ordinary course of our business. Leases are classified as either operating leases or finance leases, as appropriate. Our leases have varying terms and may include renewal or purchase options, escalation clauses, restrictions, lease concessions, capital project funding, penalties or other obligations that we considered historically in determining minimum rental payments. We recognize lease expense for operating leases on a straight-line basis over the lease term. We recognize depreciation expense for finance leases over either the useful life of the asset or the lease term based on the terms of the lease agreement.We are also party to three landfill operation and management agreements. These agreements are long-term landfill operating contracts with government bodies whereby we receive tipping revenue, pay normal operating expenses and assume future final capping, closure and post-closure obligations. The government body retains ownership of the landfill. There is no bargain purchase option and title to the property does not pass to us at the end of the lease term. We allocate the consideration paid to the landfill airspace rights and underlying land lease based on the relative fair values. In addition to up-front or one-time payments, the landfill operating agreements may require us to make future minimum rental payments, including success/expansion fees, other direct costs and final capping, closure and post-closure costs. The value of all future minimum rental payments is amortized and charged to cost of operations over the life of the contract. We amortize the consideration allocated to airspace rights as airspace is utilized on a units-of-consumption basis and such amortization is charged to cost of operations as airspace is consumed (e.g., as tons are placed into the landfill). The underlying value of any land lease is amortized to cost of operations on a straight-line basis over the estimated life of the operating agreement. |
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. |
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. |
Segment Reporting | We report selected information about our reportable 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. We classify our resource-renewal services by service in our Resource Solutions segment. Revenues associated with our resource renewal operations are derived from organics services, major account and industrial services, as well as recycling services generated from both municipalities and customers in the form of processing fees, tipping fees and commodity sales. Legal, tax, information technology, human resources, certain finance and accounting and other administrative functions are included in our Corporate Entities segment. |
ACCOUNTING CHANGES (Tables)
ACCOUNTING CHANGES (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Changes and Error Corrections [Abstract] | |
Schedule of New Accounting Pronouncements and Changes in Accounting Principles | A table providing a brief description of recent Accounting Standards Updates ("ASUs") to the Accounting Standards Codification (“ASC”) issued by the Financial Accounting Standards Board (“FASB”) that we adopted and deemed to have a material impact on our consolidated financial statements based on current account balances and activity follows: Standard Description Effect on the Financial Statements or Other Accounting standards adopted effective January 1, 2020 ASU No. 2016-13 Requires that an entity measures all of its expected credit losses for financial assets held based on historical experience, current conditions, and reasonable and supportable forecasts. We adopted this guidance effective January 1, 2020 using the required modified-retrospective approach. We recognized a cumulative effect adjustment of $(189) to retained earnings upon implementation. This guidance replaces the incurred loss methodology with an expected loss methodology that is referred to as current expected credit loss ("CECL") methodology. CECL requires consideration of past events, current conditions, and reasonable and supportable forecasts about the future to assess credit loss estimates and will generally result in the earlier recognition of an allowance for credit losses. We have updated our business processes and systems and controls to support recognition and disclosure under the new guidance. See Note 5, Accounts Receivable, Net of Allowance for Credit Losses for additional disclosure. A table providing a brief description of recent ASUs to the ASC issued by the FASB that are pending adoption and deemed to have a possible material impact on our consolidated financial statements based on current account balances and activity follows: Standard Description Effect on the Financial Statements or Other Accounting standards issued pending adoption ASU No. 2020-04: Reference Rate Reform (Topic 848) Provides temporary optional guidance to ease the potential burden in applying GAAP to contract modifications and hedging relationships, subject to meeting certain criteria, that reference LIBOR or another reference rate expected to be discontinued. We are currently assessing the provisions of this guidance and do not expect that its adoption will have an impact on our consolidated financial statements and related disclosures. This guidance will be in effect from March 12, 2020 through December 31, 2022. ASU No. 2019-12: Income Taxes (Topic 740) Reduces the complexity over accounting for income taxes by removing certain exceptions and amending guidance to improve consistent application of accounting over income taxes. We are currently assessing the provisions of this guidance to determine whether or not its adoption will have an impact on our consolidated financial statements and related disclosures. This guidance is effective January 1, 2021 with early adoption permitted. |
REVENUE RECOGNITION (Tables)
REVENUE RECOGNITION (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | A table of revenues disaggregated by service line and timing of revenue recognition by operating segment for each of the three and six months ended June 30, 2020 and 2019 follows: Three Months Ended June 30, 2020 Eastern Western Resource Solutions Total Revenues Collection $ 37,115 $ 58,546 $ — $ 95,661 Landfill 4,568 15,218 — 19,786 Transfer 11,451 9,016 — 20,467 Customer solutions — — 20,239 20,239 Recycling 4 332 12,487 12,823 Organics — — 15,419 15,419 Transportation — 3,454 — 3,454 Landfill gas-to-energy 198 720 — 918 Total revenues $ 53,336 $ 87,286 $ 48,145 $ 188,767 Transferred at a point-in-time $ 69 $ 367 $ 8,231 $ 8,667 Transferred over time 53,267 86,919 39,914 180,100 Total revenues $ 53,336 $ 87,286 $ 48,145 $ 188,767 Three Months Ended June 30, 2019 Eastern Western Resource Solutions Total Revenues Collection $ 38,955 $ 54,151 $ — $ 93,106 Landfill 5,427 18,855 — 24,282 Transfer 11,923 8,597 — 20,520 Customer solutions — — 19,216 19,216 Recycling 577 341 10,514 11,432 Organics — — 14,905 14,905 Transportation — 3,287 — 3,287 Landfill gas-to-energy 194 517 — 711 Total revenues $ 57,076 $ 85,748 $ 44,635 $ 187,459 Transferred at a point-in-time $ 52 $ 178 $ 6,505 $ 6,735 Transferred over time 57,024 85,570 38,130 180,724 Total revenues $ 57,076 $ 85,748 $ 44,635 $ 187,459 Six Months Ended June 30, 2020 Eastern Western Resource Solutions Total Revenues Collection $ 73,944 $ 117,185 $ — $ 191,129 Landfill 8,112 31,528 — 39,640 Transfer 20,834 15,722 — 36,556 Customer solutions — — 41,902 41,902 Recycling 6 571 23,453 24,030 Organics — — 30,351 30,351 Transportation — 6,124 — 6,124 Landfill gas-to-energy 583 1,361 — 1,944 Total revenues $ 103,479 $ 172,491 $ 95,706 $ 371,676 Transferred at a point-in-time $ 125 $ 602 $ 12,692 $ 13,419 Transferred over time 103,354 171,889 83,014 358,257 Total revenues $ 103,479 $ 172,491 $ 95,706 $ 371,676 Six Months Ended June 30, 2019 Eastern Western Resource Solutions Total Revenues Collection $ 72,919 $ 103,746 $ — $ 176,665 Landfill 9,144 34,323 — 43,467 Transfer 20,909 13,872 — 34,781 Customer solutions — — 37,370 37,370 Recycling 578 782 21,280 22,640 Organics — — 28,501 28,501 Transportation — 5,852 — 5,852 Landfill gas-to-energy 523 1,324 — 1,847 Total revenues $ 104,073 $ 159,899 $ 87,151 $ 351,123 Transferred at a point-in-time $ 88 $ 487 $ 12,896 $ 13,471 Transferred over time 103,985 159,412 74,255 337,652 Total revenues $ 104,073 $ 159,899 $ 87,151 $ 351,123 |
BUSINESS COMBINATIONS (Tables)
BUSINESS COMBINATIONS (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Business Combinations [Abstract] | |
Summary of Purchase Price Paid for Acquisitions | A summary of the purchase price paid for these acquisitions and the allocation of the purchase price for these acquisitions follows: Six Months Ended 2020 2019 Purchase Price: Cash used in acquisitions, net of cash acquired $ 19,212 $ 25,546 Notes payable — 2,250 Contingent consideration and holdbacks 2,837 1,120 Total 22,049 28,916 Allocated as follows: Current assets 132 1,865 Land 685 726 Buildings 2,118 2,602 Equipment 8,277 8,655 Intangible assets 5,912 11,619 Other liabilities, net (222) (1,546) Deferred tax liability — (2,137) Fair value of assets acquired and liabilities assumed 16,902 21,784 Excess purchase price allocated to goodwill $ 5,147 $ 7,132 |
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, 2019 is as follows: Three Months Ended Six Months Ended 2020 2019 2020 2019 Revenues $ 189,026 $ 201,608 $ 373,623 $ 381,518 Operating income $ 17,448 $ 16,850 $ 24,517 $ 22,751 Net income $ 12,115 $ 12,629 $ 13,087 $ 11,709 Basic earnings per share attributable to common stockholders: Weighted average common shares outstanding 48,348 47,464 48,176 46,693 Basic earnings per common share $ 0.25 $ 0.27 $ 0.27 $ 0.25 Diluted earnings per share attributable to common stockholders: Weighted average common shares outstanding 48,563 48,221 48,411 47,424 Diluted earnings per common share $ 0.25 $ 0.26 $ 0.27 $ 0.25 |
ACCOUNTS RECEIVABLE, NET OF A_2
ACCOUNTS RECEIVABLE, NET OF ALLOWANCE FOR CREDIT LOSSES (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Credit Loss [Abstract] | |
Summary of Changes to Allowance for Credit Losses | A summary of the changes to allowance for credit losses follows: Six Months Ended Balance at beginning of period $ 1,468 Cumulative effect of new accounting principle 189 Additions - charged to expense 1,697 Deductions - bad debts written off, net of recoveries (739) Balance at end of period $ 2,615 |
LEASES (Tables)
LEASES (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Leases [Abstract] | |
Schedule of Lease Costs and Other Lease Information | A schedule of lease costs and other lease information follows: Three Months Ended Six Months Ended 2020 2019 2020 2019 Lease cost: Amortization of right-of-use assets $ 859 $ 503 $ 1,591 $ 912 Interest expense 290 186 536 342 Fixed lease cost - vehicles, equipment and property 2,171 2,342 4,588 4,921 Fixed lease cost - landfill operating leases 1,795 1,975 3,468 3,623 Fixed lease cost 3,966 4,317 8,056 8,544 Short-term lease cost 729 1,092 1,658 1,750 Variable lease cost 129 35 261 42 Total lease cost $ 5,973 $ 6,133 $ 12,102 $ 11,590 Other information: Cash paid for amounts included in the measurement of lease liabilities: Financing cash flows for finance leases $ 981 $ 733 $ 1,942 $ 1,204 Operating cash flows for operating leases $ 3,272 $ 4,831 $ 5,714 $ 6,874 Right-of-use assets obtained in exchange for new finance lease liabilities $ 5,391 $ 4,384 $ 11,793 $ 6,857 Right-of-use assets obtained in exchange for new operating lease liabilities $ 776 $ 173 $ 3,142 $ 588 June 30, Weighted-average remaining lease term - finance leases (years) 6.1 Weighted-average remaining lease term - operating leases (years) 11.8 Weighted-average discount rate - finance leases 4.6 % Weighted-average discount rate - operating leases 5.1 % |
Schedule of Estimated Minimum Future Finance Lease Obligations | Estimated minimum future lease obligations are as follows: Operating Leases Finance Leases Fiscal year ending December 31, 2020 $ 7,512 $ 2,928 Fiscal year ending December 31, 2021 12,145 5,706 Fiscal year ending December 31, 2022 9,486 5,113 Fiscal year ending December 31, 2023 7,296 4,947 Fiscal year ending December 31, 2024 6,638 4,847 Thereafter 63,964 9,778 Total lease payments 107,041 33,319 Less: interest expense (28,416) (5,056) Lease liability balance $ 78,625 $ 28,263 |
Schedule of Estimated Minimum Future Operating Lease Obligations | Estimated minimum future lease obligations are as follows: Operating Leases Finance Leases Fiscal year ending December 31, 2020 $ 7,512 $ 2,928 Fiscal year ending December 31, 2021 12,145 5,706 Fiscal year ending December 31, 2022 9,486 5,113 Fiscal year ending December 31, 2023 7,296 4,947 Fiscal year ending December 31, 2024 6,638 4,847 Thereafter 63,964 9,778 Total lease payments 107,041 33,319 Less: interest expense (28,416) (5,056) Lease liability balance $ 78,625 $ 28,263 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Goodwill Activity | A summary of the activity and balances related to goodwill by reporting segment is as follows: December 31, Acquisitions June 30, Eastern region $ 30,720 $ — $ 30,720 Western region 141,055 5,147 146,202 Resource solutions 14,044 — 14,044 Total $ 185,819 $ 5,147 $ 190,966 |
Summary of Intangible Assets by Intangible Asset Type | A summary of intangible assets by intangible asset type follows: Covenants Client Lists Total Balance, June 30, 2020 Intangible assets $ 26,652 $ 76,635 $ 103,287 Less accumulated amortization (19,756) (23,123) (42,879) $ 6,896 $ 53,512 $ 60,408 Covenants Client Lists Total Balance, December 31, 2019 Intangible assets $ 26,162 $ 71,122 $ 97,284 Less accumulated amortization (18,968) (19,595) (38,563) $ 7,194 $ 51,527 $ 58,721 |
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, 2019 and thereafter follows: Estimated Future Amortization Expense as of June 30, 2020 Fiscal year ending December 31, 2020 $ 4,441 Fiscal year ending December 31, 2021 $ 7,500 Fiscal year ending December 31, 2022 $ 6,848 Fiscal year ending December 31, 2023 $ 6,640 Fiscal year ending December 31, 2024 $ 7,603 Thereafter $ 27,376 |
ACCRUED FINAL CAPPING, CLOSUR_2
ACCRUED FINAL CAPPING, CLOSURE AND POST CLOSURE (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
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 2020 2019 Beginning balance $ 71,927 $ 73,075 Obligations incurred 1,764 1,217 Revision in estimates (1) 152 — Accretion expense 3,204 3,194 Obligations settled (2) (1,650) (2,947) Ending balance $ 75,397 $ 74,539 (1) Relates to changes in estimated costs and timing of final capping, closure and post-closure activities at the Town of Southbridge, Massachusetts landfill ("Southbridge Landfill"). See Note 10, Commitments and Contingencies and Note 13, Other Items and Charges for further discussion. (2) Includes amounts that are being processed through accounts payable as a part of our disbursements cycle. |
DEBT (Tables)
DEBT (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Debt And Derivatives Disclosure [Abstract] | |
Summary of Long-term Debt and Finance Leases by Debt Instrument | A summary of debt is as follows: June 30, December 31, Senior Secured Credit Facility: Revolving line of credit facility ("Revolving Credit Facility") due May 2023; bearing interest at LIBOR plus 1.75% $ 37,700 $ 26,900 Term loan A facility ("Term Loan Facility") due May 2023; bearing interest at LIBOR plus 1.75% 350,000 350,000 Tax-Exempt Bonds: New York State Environmental Facilities Corporation Solid Waste Disposal Revenue Bonds Series 2014 ("New York Bonds 2014") due December 2044 - fixed rate interest period through 2019; bearing interest at 2.875% 25,000 25,000 New York State Environmental Facilities Corporation Solid Waste Disposal Revenue Bonds Series 2014R-2 ("New York Bonds 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 ("FAME Bonds 2005R-3") due January 2025 - fixed rate interest period through 2025; bearing interest at 5.25% 25,000 25,000 Finance Authority of Maine Solid Waste Disposal Revenue Bonds Series 2015R-1 ("FAME Bonds 2015R-1") due August 2035 - fixed rate interest period through 2025; bearing interest at 5.125% 15,000 15,000 Finance Authority of Maine Solid Waste Disposal Revenue Bonds Series 2015R-2 ("FAME Bonds 2015R-2") due August 2035 - fixed rate interest period through 2025; bearing interest at 4.375% 15,000 15,000 Vermont Economic Development Authority Solid Waste Disposal Long-Term Revenue Bonds Series 2013 ("Vermont Bonds") due April 2036 - fixed rate interest period through 2028; bearing interest at 4.625% 16,000 16,000 Business Finance Authority of the State of New Hampshire Solid Waste Disposal Revenue Bonds Series 2013 ("New Hampshire Bonds") due April 2029 - fixed rate interest period through 2029; bearing interest at 2.95% 11,000 11,000 Other: Finance leases maturing through December 2107; bearing interest at a weighted average of 4.6% 28,263 18,364 Notes payable maturing through June 2027; bearing interest at a weighted average of 3.5% 5,104 5,464 Principal amount of debt 543,067 522,728 Less—unamortized debt issuance costs (1) 8,362 9,406 Debt less unamortized debt issuance costs 534,705 513,322 Less—current maturities of debt 6,948 4,301 $ 527,757 $ 509,021 (1) A summary of unamortized debt issuance costs by debt instrument follows: June 30, December 31, Revolving Credit Facility and Term Loan Facility (collectively, the "Credit Facility") $ 4,659 $ 5,478 New York Bonds 2014 1,034 1,057 New York Bonds 2014R-2 359 390 FAME Bonds 2005R-3 389 432 FAME Bonds 2015R-1 517 552 FAME Bonds 2015R-2 380 417 Vermont Bonds 514 541 New Hampshire Bonds 510 539 $ 8,362 $ 9,406 |
Summary of Cash Flow Hedges | A summary of the effect of cash flow hedges related to derivative instruments on the consolidated balance sheet follows: Fair Value Balance Sheet Location June 30, December 31, Interest rate swaps Other accrued liabilities $ 4,636 $ 1,824 Interest rate swaps Other long-term liabilities 9,962 3,603 $ 14,598 $ 5,427 Interest rate swaps Accumulated other comprehensive loss $ (14,799) $ (5,929) Interest rate swaps - tax provision Accumulated other comprehensive loss — (112) $ (14,799) $ (6,041) A summary of the amount of expense on cash flow hedging relationships related to interest rate swaps reclassified from accumulated other comprehensive loss into earnings follows: Three Months Ended Six Months Ended 2020 2019 2020 2019 Statement of Operations Location (Expense) Income (Expense) Income Interest expense $ (990) $ 60 $ (1,293) $ 115 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Summary of Environmental Liability | A summary of the changes to the environmental remediation liability associated with the Southbridge Landfill follows: Six Months Ended 2020 2019 Beginning balance $ 4,596 $ 5,173 Accretion expense 62 65 Obligations incurred 28 — Revisions in estimates (1) (188) — Obligations settled (2) (293) (392) Ending balance $ 4,205 $ 4,846 (1) The revision of estimate is associated with the completion of the environmental remediation at the site. See Note 13, Other Items and Charges to our consolidated financial statements for further discussion. (2) Includes amounts that are being processed through accounts payable as a part of our disbursements cycle. |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Equity [Abstract] | |
Summary of Stock Option Activity | A summary of stock option activity follows: Stock Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (years) Aggregate Intrinsic Value Outstanding, December 31, 2019 98 $ 9.20 Granted — $ — Exercised (8) $ 12.48 Forfeited — $ — Outstanding, June 30, 2020 90 $ 8.91 5.2 $ 3,894 Exercisable, June 30, 2020 90 $ 8.91 5.2 $ 3,894 |
Summary of Restricted Stock, Restricted Stock Unit and Performance 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 Weighted Average Remaining Contractual Term (years) Aggregate Intrinsic Value Outstanding, December 31, 2019 393 $ 28.23 Granted 149 $ 47.39 Class A Common Stock Vested (125) $ 21.95 Forfeited (6) $ 35.18 Outstanding, June 30, 2020 411 $ 37.01 2.0 $ 21,414 Unvested, June 30, 2020 700 $ 37.62 1.8 $ 36,491 (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 289 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: Interest Rate Swaps Balance, December 31, 2019 $ (6,041) Other comprehensive loss before reclassifications (10,163) Amounts reclassified from accumulated other comprehensive loss 1,293 Income tax benefit related to items of other comprehensive loss 112 Net current-period other comprehensive loss (8,758) Balance, June 30, 2020 $ (14,799) |
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 2020 2019 2020 2019 Details About Accumulated Other Comprehensive Loss Components Amounts Reclassified Out of Accumulated Other Comprehensive Loss Affected Line Item in the Consolidated Interest rate swaps $ 990 $ (60) $ 1,293 $ (115) Interest expense 990 (60) 1,293 (115) Income before income taxes — — (112) — Provision (benefit) for income taxes $ 990 $ (60) $ 1,405 $ (115) Net income |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Earnings Per Share [Abstract] | |
Summary of Earnings per Share Computation | A summary of the numerator and denominators used in the computation of earnings per share follows: Three Months Ended Six Months Ended 2020 2019 2020 2019 Numerator: Net income $ 12,113 $ 11,915 $ 13,072 $ 10,201 Denominators: Number of shares outstanding, end of period: Class A common stock 47,382 46,599 47,382 46,599 Class B common stock 988 988 988 988 Shares to be issued - acquisition — 36 — 36 Unvested restricted stock (1) (9) (1) (9) Effect of weighted average shares outstanding (21) (150) (193) (921) Basic weighted average common shares outstanding 48,348 47,464 48,176 46,693 Impact of potentially dilutive securities: Dilutive effect of stock options and other stock awards 215 757 235 731 Diluted weighted average common shares outstanding 48,563 48,221 48,411 47,424 Anti-dilutive potentially issuable shares 12 — 12 154 |
FAIR VALUE OF FINANCIAL INSTR_2
FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Summary of Financial Assets and Liabilities Measured at Fair Value | Summaries of our financial assets and liabilities that are measured at fair value on a recurring basis follow: Fair Value Measurement at June 30, 2020 Using: Quoted Prices in Significant Other Significant Assets: Restricted investment securities - landfill closure $ 1,555 $ — $ — Liabilities: Interest rate swaps $ — $ 14,598 $ — Fair Value Measurement at December 31, 2019 Using: Quoted Prices in Significant Other Significant Assets: Restricted investment securities - landfill closure $ 1,586 $ — $ — Liabilities: Interest rate swaps $ — $ 5,427 $ — |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Segment Reporting [Abstract] | |
Summary of Segment Reporting Information by Segment | Three Months Ended June 30, 2020 Segment Outside Inter-company Depreciation and Operating Total Eastern $ 53,336 $ 13,837 $ 6,339 $ 4,366 $ 211,441 Western 87,286 29,020 13,615 11,863 626,329 Resource solutions 48,145 2,448 1,538 1,801 91,907 Corporate entities — — 584 (586) 37,294 Eliminations — (45,305) — — — $ 188,767 $ — $ 22,076 $ 17,444 $ 966,971 Three Months Ended June 30, 2019 Segment Outside Inter-company Depreciation and Operating Total Eastern $ 57,076 $ 14,678 $ 6,368 $ 4,227 $ 211,891 Western 85,748 24,496 11,413 10,372 531,027 Resource solutions 44,635 2,740 1,303 1,604 88,181 Corporate entities — — 631 (659) 34,861 Eliminations — (41,914) — — — $ 187,459 $ — $ 19,715 $ 15,544 $ 865,960 Six Months Ended June 30, 2020 Segment Outside Inter-company Depreciation and Operating Total assets Eastern $ 103,479 $ 25,676 $ 12,297 $ 5,341 $ 211,441 Western 172,491 54,566 26,847 17,505 626,329 Resource Solutions 95,706 5,341 3,148 2,804 91,907 Corporate Entities — — 1,190 (1,194) 37,294 Eliminations — (85,583) — — — Total $ 371,676 $ — $ 43,482 $ 24,456 $ 966,971 Six Months Ended June 30, 2019 Segment Outside Inter-company Depreciation and Operating Total assets Eastern $ 104,073 $ 25,449 $ 11,629 $ 3,600 $ 211,891 Western 159,899 44,714 21,647 15,749 531,027 Resource Solutions 87,151 5,127 2,597 2,005 88,181 Corporate Entities — — 1,331 (1,368) 34,861 Eliminations — (75,290) — — — Total $ 351,123 $ — $ 37,204 $ 19,986 $ 865,960 |
Summary of Revenue Attributable to Services | A summary of our revenues attributable to services provided follows: Three Months Ended Six Months Ended 2020 2019 2020 2019 Collection $ 94,008 $ 92,066 $ 188,584 $ 175,145 Disposal 43,746 48,139 82,371 84,194 Power generation 918 711 1,944 1,847 Processing 1,950 1,908 3,071 2,786 Solid waste operations 140,622 142,824 275,970 263,972 Organics 15,419 14,905 30,351 28,501 Customer solutions 20,239 19,216 41,902 37,370 Recycling 12,487 10,514 23,453 21,280 Resource solutions operations 48,145 44,635 95,706 87,151 Total revenues $ 188,767 $ 187,459 $ 371,676 $ 351,123 |
BASIS OF PRESENTATION (Details)
BASIS OF PRESENTATION (Details) | 6 Months Ended |
Jun. 30, 2020regional_operating_segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of regional operating segments | 2 |
ACCOUNTING CHANGES (Details)
ACCOUNTING CHANGES (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2020 | Jan. 01, 2020 | Dec. 31, 2019 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Accounting standards update | us-gaap:AccountingStandardsUpdate201613Member | ||
Adjustment to retained earnings | $ (344,133) | $ (357,016) | |
Cumulative effect of new accounting principle | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Adjustment to retained earnings | $ (189) |
REVENUE RECOGNITION - Disaggreg
REVENUE RECOGNITION - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenues | $ 188,767 | $ 187,459 | $ 371,676 | $ 351,123 |
Transferred at a point-in-time | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 8,667 | 6,735 | 13,419 | 13,471 |
Transferred over time | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 180,100 | 180,724 | 358,257 | 337,652 |
Collection | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 95,661 | 93,106 | 191,129 | 176,665 |
Landfill | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 19,786 | 24,282 | 39,640 | 43,467 |
Transfer | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 20,467 | 20,520 | 36,556 | 34,781 |
Customer solutions | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 20,239 | 19,216 | 41,902 | 37,370 |
Recycling | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 12,823 | 11,432 | 24,030 | 22,640 |
Organics | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 15,419 | 14,905 | 30,351 | 28,501 |
Transportation | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 3,454 | 3,287 | 6,124 | 5,852 |
Landfill gas-to-energy | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 918 | 711 | 1,944 | 1,847 |
Eastern | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 53,336 | 57,076 | 103,479 | 104,073 |
Eastern | Transferred at a point-in-time | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 69 | 52 | 125 | 88 |
Eastern | Transferred over time | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 53,267 | 57,024 | 103,354 | 103,985 |
Eastern | Collection | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 37,115 | 38,955 | 73,944 | 72,919 |
Eastern | Landfill | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 4,568 | 5,427 | 8,112 | 9,144 |
Eastern | Transfer | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 11,451 | 11,923 | 20,834 | 20,909 |
Eastern | Customer solutions | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 0 | 0 | 0 | 0 |
Eastern | Recycling | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 4 | 577 | 6 | 578 |
Eastern | Organics | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 0 | 0 | 0 | 0 |
Eastern | Transportation | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 0 | 0 | 0 | 0 |
Eastern | Landfill gas-to-energy | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 198 | 194 | 583 | 523 |
Western | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 87,286 | 85,748 | 172,491 | 159,899 |
Western | Transferred at a point-in-time | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 367 | 178 | 602 | 487 |
Western | Transferred over time | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 86,919 | 85,570 | 171,889 | 159,412 |
Western | Collection | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 58,546 | 54,151 | 117,185 | 103,746 |
Western | Landfill | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 15,218 | 18,855 | 31,528 | 34,323 |
Western | Transfer | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 9,016 | 8,597 | 15,722 | 13,872 |
Western | Customer solutions | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 0 | 0 | 0 | 0 |
Western | Recycling | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 332 | 341 | 571 | 782 |
Western | Organics | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 0 | 0 | 0 | 0 |
Western | Transportation | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 3,454 | 3,287 | 6,124 | 5,852 |
Western | Landfill gas-to-energy | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 720 | 517 | 1,361 | 1,324 |
Resource Solutions | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 48,145 | 44,635 | 95,706 | 87,151 |
Resource Solutions | Transferred at a point-in-time | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 8,231 | 6,505 | 12,692 | 12,896 |
Resource Solutions | Transferred over time | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 39,914 | 38,130 | 83,014 | 74,255 |
Resource Solutions | Collection | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 0 | 0 | 0 | 0 |
Resource Solutions | Landfill | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 0 | 0 | 0 | 0 |
Resource Solutions | Transfer | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 0 | 0 | 0 | 0 |
Resource Solutions | Customer solutions | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 20,239 | 19,216 | 41,902 | 37,370 |
Resource Solutions | Recycling | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 12,487 | 10,514 | 23,453 | 21,280 |
Resource Solutions | Organics | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 15,419 | 14,905 | 30,351 | 28,501 |
Resource Solutions | Transportation | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 0 | 0 | 0 | 0 |
Resource Solutions | Landfill gas-to-energy | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | $ 0 | $ 0 | $ 0 | $ 0 |
REVENUE RECOGNITION - Narrative
REVENUE RECOGNITION - Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||
Rebates | $ (188,767,000) | $ (187,459,000) | $ (371,676,000) | $ (351,123,000) | |
Revenue recognized fro performance obligation satisfied in previous period | 0 | 0 | 0 | 0 | |
Gross receivables from contracts | 74,091,000 | 74,091,000 | $ 80,191,000 | ||
Contract liabilities | 3,056,000 | 3,056,000 | $ 2,299,000 | ||
Adjustments | Accounting Standards Update 2014-09 | |||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||
Rebates | $ 1,546,000 | $ 1,109,000 | $ 2,537,000 | $ 2,447,000 |
BUSINESS COMBINATIONS - Narrati
BUSINESS COMBINATIONS - Narrative (Details) - business | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Business Acquisition [Line Items] | ||
Number of businesses acquired | 4 | |
Minimum | ||
Business Acquisition [Line Items] | ||
Useful life of finite lived intangible assets | 5 years | |
Maximum | ||
Business Acquisition [Line Items] | ||
Useful life of finite lived intangible assets | 10 years | |
Western | Tuck-in Solid Waste Collection Business | ||
Business Acquisition [Line Items] | ||
Number of businesses acquired | 3 | |
Resource Solutions | Recycling Operation | ||
Business Acquisition [Line Items] | ||
Number of businesses acquired | 1 | |
Eastern | Tuck-in Solid Waste Collection Business | ||
Business Acquisition [Line Items] | ||
Number of businesses acquired | 3 |
BUSINESS COMBINATIONS - Summary
BUSINESS COMBINATIONS - Summary of Purchase Price Paid for Acquisitions (Detail) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
Purchase Price: | |||
Cash used in acquisitions, net of cash acquired | $ 20,091 | $ 27,687 | |
Allocated as follows: | |||
Excess purchase price allocated to goodwill | 190,966 | $ 185,819 | |
Waste Collection Acquisitions | |||
Purchase Price: | |||
Cash used in acquisitions, net of cash acquired | 19,212 | 25,546 | |
Notes payable | 0 | 2,250 | |
Contingent consideration and holdbacks | 2,837 | 1,120 | |
Total | 22,049 | 28,916 | |
Allocated as follows: | |||
Current assets | 132 | 1,865 | |
Land | 685 | 726 | |
Buildings | 2,118 | 2,602 | |
Equipment | 8,277 | 8,655 | |
Intangible assets | 5,912 | 11,619 | |
Other liabilities, net | (222) | (1,546) | |
Deferred tax liability | 0 | (2,137) | |
Fair value of assets acquired and liabilities assumed | 16,902 | 21,784 | |
Excess purchase price allocated to goodwill | $ 5,147 | $ 7,132 |
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, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Business Combinations [Abstract] | ||||
Revenues | $ 189,026 | $ 201,608 | $ 373,623 | $ 381,518 |
Operating income | 17,448 | 16,850 | 24,517 | 22,751 |
Net income | $ 12,115 | $ 12,629 | $ 13,087 | $ 11,709 |
Weighted average common shares outstanding, basic | 48,348 | 47,464 | 48,176 | 46,693 |
Basic earnings per common share (in dollars per share) | $ 0.25 | $ 0.27 | $ 0.27 | $ 0.25 |
Weighted average common shares outstanding, diluted | 48,563 | 48,221 | 48,411 | 47,424 |
Diluted earnings per common share (in dollars per share) | $ 0.25 | $ 0.26 | $ 0.27 | $ 0.25 |
ACCOUNTS RECEIVABLE, NET OF A_3
ACCOUNTS RECEIVABLE, NET OF ALLOWANCE FOR CREDIT LOSSES (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2020USD ($) | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |
Balance at beginning of period | $ 1,468 |
Additions - charged to expense | 1,697 |
Deductions - bad debts written off, net of recoveries | (739) |
Balance at end of period | 2,615 |
Cumulative effect of new accounting principle | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |
Balance at beginning of period | $ 189 |
LEASES - Narrative (Details)
LEASES - Narrative (Details) | 6 Months Ended |
Jun. 30, 2020Agreement | |
Leases [Abstract] | |
Number of landfill operation and management agreements | 3 |
LEASES - Schedule of Lease Cost
LEASES - Schedule of Lease Costs and Other Lease Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
Lease cost: | |||||
Amortization of right-of-use assets | $ 859 | $ 503 | $ 1,591 | $ 912 | |
Interest expense | 290 | 186 | 536 | 342 | |
Fixed lease cost | 3,966 | 4,317 | 8,056 | 8,544 | |
Short-term lease cost | 729 | 1,092 | 1,658 | 1,750 | |
Variable lease cost | 129 | 35 | 261 | 42 | |
Total lease cost | 5,973 | 6,133 | 12,102 | 11,590 | |
Cash paid for amounts included in the measurement of lease liabilities: | |||||
Financing cash flows for finance leases | 981 | 733 | 1,942 | 1,204 | |
Operating cash flows for operating leases | 3,272 | 4,831 | 5,714 | 6,874 | |
Right-of-use assets obtained in exchange for new finance lease liabilities | 5,391 | 4,384 | 11,793 | 6,857 | |
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 776 | 173 | $ 3,142 | 588 | |
Weighted-average remaining lease term - finance leases (years) | 6 years 1 month 6 days | 6 years 1 month 6 days | |||
Weighted-average remaining lease term - operating leases (years) | 11 years 9 months 18 days | 11 years 9 months 18 days | |||
Weighted-average discount rate - finance leases | 4.60% | 4.60% | 4.60% | ||
Weighted-average discount rate - operating leases | 5.10% | 5.10% | |||
Vehicles, equipment and property | |||||
Lease cost: | |||||
Fixed lease cost | $ 2,171 | 2,342 | $ 4,588 | 4,921 | |
Landfill | |||||
Lease cost: | |||||
Fixed lease cost | $ 1,795 | $ 1,975 | $ 3,468 | $ 3,623 |
LEASES - Schedule of Estimated
LEASES - Schedule of Estimated Minimum Future Lease Obligations (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Operating Leases | ||
Fiscal year ending December 31, 2020 | $ 7,512 | |
Fiscal year ending December 31, 2021 | 12,145 | |
Fiscal year ending December 31, 2022 | 9,486 | |
Fiscal year ending December 31, 2023 | 7,296 | |
Fiscal year ending December 31, 2024 | 6,638 | |
Thereafter | 63,964 | |
Total lease payments | 107,041 | |
Less: interest expense | (28,416) | |
Lease liability balance | 78,625 | |
Finance Leases | ||
Fiscal year ending December 31, 2020 | 2,928 | |
Fiscal year ending December 31, 2021 | 5,706 | |
Fiscal year ending December 31, 2022 | 5,113 | |
Fiscal year ending December 31, 2023 | 4,947 | |
Fiscal year ending December 31, 2024 | 4,847 | |
Thereafter | 9,778 | |
Total lease payments | 33,319 | |
Less: interest expense | (5,056) | |
Lease liability balance | $ 28,263 | $ 18,364 |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS - Summary of Goodwill Activity (Detail) $ in Thousands | 6 Months Ended |
Jun. 30, 2020USD ($) | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | $ 185,819 |
Acquisitions | 5,147 |
Goodwill, ending balance | 190,966 |
Eastern | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | 30,720 |
Acquisitions | 0 |
Goodwill, ending balance | 30,720 |
Western | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | 141,055 |
Acquisitions | 5,147 |
Goodwill, ending balance | 146,202 |
Resource Solutions | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | 14,044 |
Acquisitions | 0 |
Goodwill, ending balance | $ 14,044 |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS - Summary of Intangible Assets by Intangible Asset Type (Detail) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | $ 103,287 | $ 97,284 |
Less accumulated amortization | (42,879) | (38,563) |
Intangible assets, net | 60,408 | 58,721 |
Covenants Not-to-Compete | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | 26,652 | 26,162 |
Less accumulated amortization | (19,756) | (18,968) |
Intangible assets, net | 6,896 | 7,194 |
Client Lists | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | 76,635 | 71,122 |
Less accumulated amortization | (23,123) | (19,595) |
Intangible assets, net | $ 53,512 | $ 51,527 |
GOODWILL AND INTANGIBLE ASSET_4
GOODWILL AND INTANGIBLE ASSETS - Narrative (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Intangible amortization expense | $ 2,222 | $ 1,639 | $ 4,316 | $ 3,039 |
GOODWILL AND INTANGIBLE ASSET_5
GOODWILL AND INTANGIBLE ASSETS - Summary of Intangible Amortization Expense Estimated (Detail) $ in Thousands | Jun. 30, 2020USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Fiscal year ending December 31, 2020 | $ 4,441 |
Fiscal year ending December 31, 2021 | 7,500 |
Fiscal year ending December 31, 2022 | 6,848 |
Fiscal year ending December 31, 2023 | 6,640 |
Fiscal year ending December 31, 2024 | 7,603 |
Thereafter | $ 27,376 |
ACCRUED FINAL CAPPING, CLOSUR_3
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, 2020 | Jun. 30, 2019 | |
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward] | ||
Beginning balance | $ 71,927 | $ 73,075 |
Obligations incurred | 1,764 | 1,217 |
Revision in estimates | 152 | 0 |
Accretion expense | 3,204 | 3,194 |
Obligations settled | (1,650) | (2,947) |
Ending balance | $ 75,397 | $ 74,539 |
DEBT - Summary of Components of
DEBT - Summary of Components of Long-Term Debt and Capital Leases by Debt Instrument (Detail) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Debt Instrument [Line Items] | ||
Principal amount of debt | $ 543,067 | $ 522,728 |
Finance leases maturing through December 2107; bearing interest at a weighted average of 4.6% | 28,263 | 18,364 |
Less - unamortized debt issuance costs | 8,362 | 9,406 |
Debt less unamortized debt issuance costs | 534,705 | 513,322 |
Less—current maturities of debt | 6,948 | 4,301 |
Debt, less current portion | $ 527,757 | $ 509,021 |
Weighted-average discount rate - finance leases | 4.60% | 4.60% |
Revolving line of credit facility ("Revolving Credit Facility") due May 2023; bearing interest at LIBOR plus 1.75% | ||
Debt Instrument [Line Items] | ||
Principal amount of debt | $ 37,700 | $ 26,900 |
Revolving line of credit facility ("Revolving Credit Facility") due May 2023; bearing interest at LIBOR plus 1.75% | LIBOR | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 1.75% | 1.75% |
Secured Debt | Term loan A facility ("Term Loan Facility") due May 2023; bearing interest at LIBOR plus 1.75% | ||
Debt Instrument [Line Items] | ||
Principal amount of debt | $ 350,000 | $ 350,000 |
Secured Debt | Term loan A facility ("Term Loan Facility") due May 2023; bearing interest at LIBOR plus 1.75% | LIBOR | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 1.75% | 1.75% |
Credit Facility | ||
Debt Instrument [Line Items] | ||
Less - unamortized debt issuance costs | $ 4,659 | $ 5,478 |
New York State Environmental Facilities Corporation Solid Waste Disposal Revenue Bonds Series 2014 ("New York Bonds 2014") due December 2044 - fixed rate interest period through 2019; bearing interest at 2.875% | ||
Debt Instrument [Line Items] | ||
Principal amount of debt | 25,000 | 25,000 |
Less - unamortized debt issuance costs | $ 1,034 | $ 1,057 |
Stated interest rate | 2.875% | 2.875% |
New York State Environmental Facilities Corporation Solid Waste Disposal Revenue Bonds Series 2014R-2 ("New York Bonds 2014R-2") due December 2044 - fixed rate interest period through 2026; bearing interest at 3.125% | ||
Debt Instrument [Line Items] | ||
Principal amount of debt | $ 15,000 | $ 15,000 |
Less - unamortized debt issuance costs | $ 359 | $ 390 |
Stated interest rate | 3.125% | 3.125% |
Finance Authority of Maine Solid Waste Disposal Revenue Bonds Series 2005R-3 ("FAME Bonds 2005R-3") due January 2025 - fixed rate interest period through 2025; bearing interest at 5.25% | ||
Debt Instrument [Line Items] | ||
Principal amount of debt | $ 25,000 | $ 25,000 |
Less - unamortized debt issuance costs | $ 389 | $ 432 |
Stated interest rate | 5.25% | 5.25% |
Finance Authority of Maine Solid Waste Disposal Revenue Bonds Series 2015R-1 ("FAME Bonds 2015R-1") due August 2035 - fixed rate interest period through 2025; bearing interest at 5.125% | ||
Debt Instrument [Line Items] | ||
Principal amount of debt | $ 15,000 | $ 15,000 |
Less - unamortized debt issuance costs | $ 517 | $ 552 |
Stated interest rate | 5.125% | 5.125% |
Finance Authority of Maine Solid Waste Disposal Revenue Bonds Series 2015R-2 ("FAME Bonds 2015R-2") due August 2035 - fixed rate interest period through 2025; bearing interest at 4.375% | ||
Debt Instrument [Line Items] | ||
Principal amount of debt | $ 15,000 | $ 15,000 |
Less - unamortized debt issuance costs | $ 380 | $ 417 |
Stated interest rate | 4.375% | 4.375% |
Vermont Economic Development Authority Solid Waste Disposal Long-Term Revenue Bonds Series 2013 ("Vermont Bonds") due April 2036 - fixed rate interest period through 2028; bearing interest at 4.625% | ||
Debt Instrument [Line Items] | ||
Principal amount of debt | $ 16,000 | $ 16,000 |
Less - unamortized debt issuance costs | $ 514 | $ 541 |
Stated interest rate | 4.625% | 4.625% |
Business Finance Authority of the State of New Hampshire Solid Waste Disposal Revenue Bonds Series 2013 ("New Hampshire Bonds") due April 2029 - fixed rate interest period through 2029; bearing interest at 2.95% | ||
Debt Instrument [Line Items] | ||
Principal amount of debt | $ 11,000 | $ 11,000 |
Less - unamortized debt issuance costs | $ 510 | $ 539 |
Stated interest rate | 2.95% | 2.95% |
Notes payable maturing through June 2027; bearing interest at a weighted average of 3.5% | ||
Debt Instrument [Line Items] | ||
Principal amount of debt | $ 5,104 | $ 5,464 |
Weighted average interest rate | 3.50% | 3.50% |
DEBT - Credit Facility (Details
DEBT - Credit Facility (Details) | 3 Months Ended |
Jun. 30, 2020USD ($) | |
Line of Credit | |
Debt Instrument [Line Items] | |
Debt instrument, term | 5 years |
Net leverage ratio | 2.25 |
Line of credit facility, remaining borrowing capacity | $ 135,875,000 |
Line of Credit | LIBOR | |
Debt Instrument [Line Items] | |
Floor interest rate received | 1.25% |
Line of Credit | Maximum | LIBOR | |
Debt Instrument [Line Items] | |
Floor interest rate received | 1.75% |
Secured Debt | Term Loan Facility | Line of Credit | |
Debt Instrument [Line Items] | |
Aggregate principal amount | $ 350,000,000 |
Revolving Credit Facility | Revolving Credit Facility Due 2023 | Line of Credit | |
Debt Instrument [Line Items] | |
Credit facility maximum | 200,000,000 |
Letters of credit outstanding | 26,425,000 |
Credit Facility | |
Debt Instrument [Line Items] | |
Additional revolver capacity | $ 125,000,000 |
DEBT - Cash Flow Hedges (Detail
DEBT - Cash Flow Hedges (Details) - Cash Flow Hedging | 6 Months Ended | ||
Jun. 30, 2020USD ($)numberOfPlantiffs | Sep. 30, 2022USD ($)numberOfPlantiffs | Dec. 31, 2019USD ($) | |
Interest Rate Derivative | |||
Debt Instrument [Line Items] | |||
Number of interest rate derivative agreements | numberOfPlantiffs | 3 | ||
Notional amount | $ 190,000,000 | $ 190,000,000 | |
Floor interest rate | 0.00% | 1.00% | |
Loss from derivative instrument | $ 765,000 | ||
Proceeds from Hedge, Investing Activities | $ 430,000 | ||
Weighted average percentage rate paid | 2.54% | 2.54% | |
Interest Rate Derivative | Forecast | |||
Debt Instrument [Line Items] | |||
Number of interest rate derivative agreements | numberOfPlantiffs | 3 | ||
Notional amount | $ 60,000,000 | ||
Forward Starting Interest Rate Derivative | |||
Debt Instrument [Line Items] | |||
Notional amount | $ 125,000,000 | ||
Floor interest rate | 0.00% | ||
Weighted average percentage rate paid | 1.63% |
DEBT - Schedule Of Cash Flow He
DEBT - Schedule Of Cash Flow Hedges Related to Derivative Instruments On the Balance Sheet (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
Derivatives, Fair Value [Line Items] | |||||
Accumulated other comprehensive loss, interest rate swaps | $ (1,619) | $ (2,861) | $ (8,812) | $ (4,335) | |
Designated as Hedging Instrument | Interest rate swaps | |||||
Derivatives, Fair Value [Line Items] | |||||
Cash flow hedge derivatives, liabilities | 14,598 | 14,598 | $ 5,427 | ||
Other accrued liabilities | Designated as Hedging Instrument | Interest rate swaps | |||||
Derivatives, Fair Value [Line Items] | |||||
Cash flow hedge derivatives, liabilities | 4,636 | 4,636 | 1,824 | ||
Other long-term liabilities | Designated as Hedging Instrument | Interest rate swaps | |||||
Derivatives, Fair Value [Line Items] | |||||
Cash flow hedge derivatives, liabilities | $ 9,962 | 9,962 | 3,603 | ||
Accumulated other comprehensive loss | Designated as Hedging Instrument | Interest rate swaps | |||||
Derivatives, Fair Value [Line Items] | |||||
Accumulated other comprehensive loss, interest rate swaps | (14,799) | (5,929) | |||
Accumulated other comprehensive loss, interest rate swaps, tax provision | 0 | (112) | |||
Accumulated other comprehensive loss | $ (14,799) | $ (6,041) |
DEBT - Schedule of Loss On Cash
DEBT - Schedule of Loss On Cash Flow Hedges (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Other comprehensive loss, reclassification adjustment from AOCI | $ (990) | $ 60 | $ (1,293) | $ 115 |
Designated as Hedging Instrument | Interest rate swaps | Interest expense | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Other comprehensive loss, reclassification adjustment from AOCI | $ (990) | $ 60 | $ (1,293) | $ 115 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Narrative (Detail) numberOfPlantiffs in Thousands | Sep. 17, 2019numberOfPlantiffs | Apr. 28, 2017USD ($) | Jun. 30, 2020USD ($) | Dec. 31, 2019USD ($) | Jun. 30, 2019USD ($) | Dec. 31, 2018USD ($) | Apr. 26, 2017USD ($) | Jan. 29, 2016 | Apr. 30, 2011USD ($) | May 31, 2009USD ($) | Dec. 20, 2000a |
Southbridge Landfill | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Risk free interest percentage rate | 2.60% | ||||||||||
Environmental remediation liability | $ 4,205,000 | $ 4,596,000 | $ 4,846,000 | $ 5,173,000 | |||||||
Potsdam Environmental Remediation | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Risk free interest percentage rate | 1.50% | ||||||||||
Scrap yard and solid waste transfer station (in acres) | a | 25 | ||||||||||
Undiscounted costs preferred remedies | $ 12,130,000 | $ 10,219,000 | |||||||||
Remediation activities, participant share percentage | 15.00% | ||||||||||
Environmental remediation liability | $ 1,151,000 | $ 1,151,000 | |||||||||
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] | |||||||||||
Anticipated cost | $ 4,089,000 | ||||||||||
Notice of Intent to Sue under the Resource Conservation and Recovery Act | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Estimate of possible loss | $ 5,000,000 | ||||||||||
Notice of Intent to Sue under the Resource Conservation and Recovery Act | MADEP and Casella Waste Systems | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Estimate of possible loss | $ 10,000,000 | ||||||||||
Ontario County, New York Class Action Litigation | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Number of citizens seeking damages | numberOfPlantiffs | 1 | ||||||||||
Notice of Intent to Sue for Violations of the CWA | NCES Landfil | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Estimate of possible loss | $ 1,424,000 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES - Environmental Remediation Liability (Details) - Southbridge Landfill - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Accrual for Environmental Loss Contingencies [Roll Forward] | ||
Beginning balance | $ 4,596 | $ 5,173 |
Accretion expense | 62 | 65 |
Obligations incurred | 28 | 0 |
Revisions in estimates | (188) | 0 |
Obligations settled | (293) | (392) |
Ending balance | $ 4,205 | $ 4,846 |
STOCKHOLDERS' EQUITY - Narrativ
STOCKHOLDERS' EQUITY - Narrative (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2016 | |
Limited Partners' Capital Account [Line Items] | |||||
Fair value of stock awards vested | $ 872,000 | $ 5,851,000 | |||
Stock Options | |||||
Limited Partners' Capital Account [Line Items] | |||||
Stock-based compensation expense | 0 | $ 0 | 0 | $ 0 | |
Aggregate intrinsic value of options exercised | 296,000 | 296,000 | |||
Restricted Stock, Restricted Stock Units And Performance Stock Units | |||||
Limited Partners' Capital Account [Line Items] | |||||
Stock-based compensation expense | 1,763,000 | 1,835,000 | 3,277,000 | 3,225,000 | |
Restricted Stock | |||||
Limited Partners' Capital Account [Line Items] | |||||
Unrecognized stock-based compensation expense | 41,000 | $ 41,000 | |||
Restricted Stock | Non Employee Director | |||||
Limited Partners' Capital Account [Line Items] | |||||
Options, vesting period | 3 years | ||||
Restricted Stock Unit | |||||
Limited Partners' Capital Account [Line Items] | |||||
Unrecognized stock-based compensation expense | 4,892,000 | $ 4,892,000 | |||
Maximum | Performance Stock Unit | |||||
Limited Partners' Capital Account [Line Items] | |||||
Unrecognized stock-based compensation expense | 6,282,000 | $ 6,282,000 | |||
Weighted average | Restricted Stock | |||||
Limited Partners' Capital Account [Line Items] | |||||
Unrecognized stock-based compensation, weighted average period | 2 years 6 months | ||||
Weighted average | Restricted Stock Unit | |||||
Limited Partners' Capital Account [Line Items] | |||||
Unrecognized stock-based compensation, weighted average period | 2 years | ||||
Weighted average | Performance Stock Unit | |||||
Limited Partners' Capital Account [Line Items] | |||||
Unrecognized stock-based compensation, weighted average period | 1 year 10 months 24 days | ||||
2016 Plan | |||||
Limited Partners' Capital Account [Line Items] | |||||
Options granted, term | 10 years | ||||
2016 Plan | Minimum | |||||
Limited Partners' Capital Account [Line Items] | |||||
Options, vesting period | 1 year | ||||
2016 Plan | Maximum | |||||
Limited Partners' Capital Account [Line Items] | |||||
Options, vesting period | 4 years | ||||
Amended and Restated 1997 Employee Stock Purchase Plan | |||||
Limited Partners' Capital Account [Line Items] | |||||
Stock-based compensation expense | $ 56,000 | $ 54,000 | $ 103,000 | $ 95,000 | |
Class A Common Stock | 2016 Plan | |||||
Limited Partners' Capital Account [Line Items] | |||||
Common stock, authorized shares | 2,250,000 | ||||
Number of shares available for future grant | 1,114,000 | 1,114,000 | |||
Class A Common Stock | 2006 Incentive Plan | |||||
Limited Partners' Capital Account [Line Items] | |||||
Common stock, additional authorized 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, 2020USD ($)$ / sharesshares | |
Stock Options | |
Beginning balance, outstanding (in shares) | shares | 98 |
Granted (in shares) | shares | 0 |
Exercised (in shares) | shares | (8) |
Forfeited (in shares) | shares | 0 |
Ending balance, outstanding (in shares) | shares | 90 |
Exercisable at end of period (in shares) | shares | 90 |
Weighted Average Exercise Price | |
Beginning balance, outstanding (in dollars per share) | $ / shares | $ 9.20 |
Granted (in dollars per share) | $ / shares | 0 |
Exercised (in dollars per share) | $ / shares | 12.48 |
Forfeited (in dollars per share) | $ / shares | 0 |
Ending balance, outstanding (in dollars per share) | $ / shares | 8.91 |
Exercisable at end of period (in dollars per share) | $ / shares | $ 8.91 |
Weighted Average Remaining Contractual Term (years) and Aggregate Intrinsic Value | |
Outstanding contractual term at end of period | 5 years 2 months 12 days |
Exercisable contractual term at end of period | 5 years 2 months 12 days |
Outstanding aggregate intrinsic value at end of period | $ | $ 3,894 |
Exercisable aggregate intrinsic value at end of period | $ | $ 3,894 |
STOCKHOLDERS' EQUITY - Summar_2
STOCKHOLDERS' EQUITY - Summary of Restricted Stock, Restricted Stock Unit and Performance-based Stock Unit Activity (Detail) $ / shares in Units, shares in Thousands, $ in Thousands | 6 Months Ended |
Jun. 30, 2020USD ($)$ / sharesshares | |
Restricted Stock, Restricted Stock Units And Performance Stock Units | |
Restricted Stock, Restricted Stock Units, and Performance Stock Units | |
Outstanding, beginning of period (in shares) | 393 |
Granted (in shares) | 149 |
Forfeited (in shares) | (6) |
Outstanding, end of period (in shares) | 411 |
Weighted Average Grant Date Fair Value | |
Outstanding at beginning of period (in dollars per share) | $ / shares | $ 28.23 |
Granted (in dollars per share) | $ / shares | 47.39 |
Forfeited (in dollars per share) | $ / shares | 35.18 |
Outstanding at end of period (in dollars per share) | $ / shares | $ 37.01 |
Weighted Average Remaining Contractual Term (years) and Aggregate Intrinsic Value | |
Contractual term at end of period | 2 years |
Aggregate intrinsic value at end of period | $ | $ 21,414 |
Restricted Stock, Restricted Stock Units And Performance Stock Units | Class A Common Stock | |
Restricted Stock, Restricted Stock Units, and Performance Stock Units | |
Class A Common Stock Vested (in shares) | (125) |
Weighted Average Grant Date Fair Value | |
Class A Common Stock Vested (in dollars per share) | $ / shares | $ 21.95 |
Performance Stock Unit | |
Weighted Average Remaining Contractual Term (years) and Aggregate Intrinsic Value | |
Percentage of attainment level | 100.00% |
Performance Stock Unit | Class A Common Stock | |
Weighted Average Remaining Contractual Term (years) and Aggregate Intrinsic Value | |
Number of additional shares | 289 |
Unvested | Restricted Stock, Restricted Stock Units And Performance Stock Units | |
Restricted Stock, Restricted Stock Units, and Performance Stock Units | |
Outstanding, end of period (in shares) | 700 |
Weighted Average Grant Date Fair Value | |
Outstanding at end of period (in dollars per share) | $ / shares | $ 37.62 |
Weighted Average Remaining Contractual Term (years) and Aggregate Intrinsic Value | |
Contractual term at end of period | 1 year 9 months 18 days |
Aggregate intrinsic value at end of period | $ | $ 36,491 |
STOCKHOLDERS' EQUITY - Summar_3
STOCKHOLDERS' EQUITY - Summary of Changes in Balances of Each Component of Accumulated Other Comprehensive Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||||||
Beginning balance | $ 117,996 | $ 122,753 | $ 83,034 | $ (15,832) | $ 122,753 | $ (15,832) |
Income tax benefit related to items of other comprehensive loss | 0 | 0 | 112 | 0 | ||
Other comprehensive loss, net of tax | (1,569) | (7,189) | (2,959) | (1,557) | (8,758) | (4,516) |
Ending balance | 130,745 | 117,996 | $ 96,197 | $ 83,034 | 130,745 | $ 96,197 |
Interest Rate Swaps | ||||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||||||
Beginning balance | $ (6,041) | (6,041) | ||||
Other comprehensive loss | (10,163) | |||||
accumulated other comprehensive loss | 1,293 | |||||
Income tax benefit related to items of other comprehensive loss | 112 | |||||
Other comprehensive loss, net of tax | (8,758) | |||||
Ending balance | $ (14,799) | $ (14,799) |
STOCKHOLDERS' EQUITY - Summar_4
STOCKHOLDERS' EQUITY - Summary of Reclassifications Out of Accumulated Other Comprehensive Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||||
Interest expense | $ 5,511 | $ 6,155 | $ 11,463 | $ 12,615 | ||
Income before income taxes | 12,470 | 9,990 | 13,538 | 8,304 | ||
Provision (benefit) for income taxes | 0 | 0 | (112) | 0 | ||
Net income | 12,113 | $ 959 | 11,915 | $ (1,714) | 13,072 | 10,201 |
Interest Rate Swaps | ||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||||
Provision (benefit) for income taxes | (112) | |||||
Interest rate swaps | Interest Rate Swaps | Amount Reclassified Out of Accumulated Other Comprehensive Income | ||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||||
Interest expense | 990 | (60) | 1,293 | (115) | ||
Income before income taxes | 990 | (60) | 1,293 | (115) | ||
Net income | $ 990 | $ (60) | $ 1,405 | $ (115) |
EARNINGS PER SHARE (Details)
EARNINGS PER SHARE (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
Numerator: | |||||
Net income | $ 12,113 | $ 11,915 | $ 13,072 | $ 10,201 | |
Denominators: | |||||
Shares to be issued - acquisition | 0 | 36,000 | 0 | 36,000 | |
Unvested restricted stock (in shares) | (1,000) | (9,000) | (1,000) | (9,000) | |
Effect of weighted average shares outstanding (in shares) | (21,000) | (150,000) | (193,000) | (921,000) | |
Weighted average common shares outstanding, basic | 48,348,000 | 47,464,000 | 48,176,000 | 46,693,000 | |
Impact of potentially dilutive securities: | |||||
Dilutive effect of stock options and other stock awards (in shares) | 215,000 | 757,000 | 235,000 | 731,000 | |
Weighted average common shares outstanding, diluted | 48,563,000 | 48,221,000 | 48,411,000 | 47,424,000 | |
Anti-dilutive potentially issuable shares | 12,000 | 0 | 12,000 | 154,000 | |
Class A Common Stock | |||||
Denominators: | |||||
Common stock, shares outstanding | 47,382,000 | 46,599,000 | 47,382,000 | 46,599,000 | 46,803,000 |
Class B Common Stock | |||||
Denominators: | |||||
Common stock, shares outstanding | 988,000 | 988,000 | 988,000 | 988,000 | 988,000 |
OTHER ITEMS AND CHARGES (Detail
OTHER ITEMS AND CHARGES (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Site Contingency [Line Items] | ||||
Expense from acquisition activities | $ 352 | $ 464 | $ 1,360 | $ 1,140 |
Southbridge Landfill closure charge | 559 | 917 | 1,172 | 1,472 |
Southbridge Landfill | ||||
Site Contingency [Line Items] | ||||
Southbridge Landfill closure charge | 559 | $ 917 | 1,172 | $ 1,472 |
Legal and other costs | 595 | 1,208 | ||
Environmental remediation charge | 152 | 152 | ||
Recovery credited to environmental remediation expense | $ (188) | $ (188) |
FAIR VALUE OF FINANCIAL INSTR_3
FAIR VALUE OF FINANCIAL INSTRUMENTS - Recurring Fair Value Measurements (Detail) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Assets: | ||
Restricted investment securities - landfill closure | $ 1,555 | $ 1,586 |
Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Liabilities: | ||
Interest rate swaps | 0 | 0 |
Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | Landfill | ||
Assets: | ||
Restricted investment securities - landfill closure | 1,555 | 1,586 |
Recurring | Significant Other Observable Inputs (Level 2) | ||
Liabilities: | ||
Interest rate swaps | 14,598 | 5,427 |
Recurring | Significant Other Observable Inputs (Level 2) | Landfill | ||
Assets: | ||
Restricted investment securities - landfill closure | 0 | 0 |
Recurring | Significant Unobservable Inputs (Level 3) | ||
Liabilities: | ||
Interest rate swaps | 0 | 0 |
Recurring | Significant Unobservable Inputs (Level 3) | Landfill | ||
Assets: | ||
Restricted investment securities - landfill closure | $ 0 | $ 0 |
FAIR VALUE OF FINANCIAL INSTR_4
FAIR VALUE OF FINANCIAL INSTRUMENTS - Additional Information (Detail) $ in Thousands | Jun. 30, 2020USD ($) |
Fair Value | Fixed Rate Bonds | |
Debt Instrument [Line Items] | |
Fixed rate debt | $ 125,942 |
Carrying Value | |
Debt Instrument [Line Items] | |
Revolving credit facility | 37,700 |
Carrying Value | Fixed Rate Bonds | |
Debt Instrument [Line Items] | |
Fixed rate debt | 122,000 |
Carrying Value | Term Loan Facility | Secured Debt | |
Debt Instrument [Line Items] | |
Fixed rate debt | $ 350,000 |
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, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
Segment Reporting Information [Line Items] | |||||
Revenues | $ 188,767 | $ 187,459 | $ 371,676 | $ 351,123 | |
Depreciation and amortization | 22,076 | 19,715 | 43,482 | 37,204 | |
Operating Income (Loss) | 17,444 | 15,544 | 24,456 | 19,986 | |
Total assets | 966,971 | 966,971 | $ 932,182 | ||
Operating | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 188,767 | 187,459 | 371,676 | 351,123 | |
Depreciation and amortization | 22,076 | 19,715 | 43,482 | 37,204 | |
Operating Income (Loss) | 17,444 | 15,544 | 24,456 | 19,986 | |
Total assets | 966,971 | 865,960 | 966,971 | 865,960 | |
Operating | Eastern | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 53,336 | 57,076 | 103,479 | 104,073 | |
Depreciation and amortization | 6,339 | 6,368 | 12,297 | 11,629 | |
Operating Income (Loss) | 4,366 | 4,227 | 5,341 | 3,600 | |
Total assets | 211,441 | 211,891 | 211,441 | 211,891 | |
Operating | Western | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 87,286 | 85,748 | 172,491 | 159,899 | |
Depreciation and amortization | 13,615 | 11,413 | 26,847 | 21,647 | |
Operating Income (Loss) | 11,863 | 10,372 | 17,505 | 15,749 | |
Total assets | 626,329 | 531,027 | 626,329 | 531,027 | |
Operating | Resource Solutions | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 48,145 | 44,635 | 95,706 | 87,151 | |
Depreciation and amortization | 1,538 | 1,303 | 3,148 | 2,597 | |
Operating Income (Loss) | 1,801 | 1,604 | 2,804 | 2,005 | |
Total assets | 91,907 | 88,181 | 91,907 | 88,181 | |
Operating | Corporate entities | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 0 | 0 | 0 | 0 | |
Depreciation and amortization | 584 | 631 | 1,190 | 1,331 | |
Operating Income (Loss) | (586) | (659) | (1,194) | (1,368) | |
Total assets | 37,294 | 34,861 | 37,294 | 34,861 | |
Inter-company revenues | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | (45,305) | (41,914) | (85,583) | (75,290) | |
Inter-company revenues | Eastern | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 13,837 | 14,678 | 25,676 | 25,449 | |
Inter-company revenues | Western | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 29,020 | 24,496 | 54,566 | 44,714 | |
Inter-company revenues | Resource Solutions | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 2,448 | 2,740 | 5,341 | 5,127 | |
Inter-company revenues | Corporate entities | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | $ 0 | $ 0 | $ 0 | $ 0 |
SEGMENT REPORTING - Summary o_2
SEGMENT REPORTING - Summary of Revenues Attributable to Services Provided by Company (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Revenue from External Customer [Line Items] | ||||
Revenues | $ 188,767 | $ 187,459 | $ 371,676 | $ 351,123 |
Solid waste operations | ||||
Revenue from External Customer [Line Items] | ||||
Revenues | 140,622 | 142,824 | 275,970 | 263,972 |
Collection | ||||
Revenue from External Customer [Line Items] | ||||
Revenues | 94,008 | 92,066 | 188,584 | 175,145 |
Disposal | ||||
Revenue from External Customer [Line Items] | ||||
Revenues | 43,746 | 48,139 | 82,371 | 84,194 |
Power generation | ||||
Revenue from External Customer [Line Items] | ||||
Revenues | 918 | 711 | 1,944 | 1,847 |
Processing | ||||
Revenue from External Customer [Line Items] | ||||
Revenues | 1,950 | 1,908 | 3,071 | 2,786 |
Resource solutions operations | ||||
Revenue from External Customer [Line Items] | ||||
Revenues | 48,145 | 44,635 | 95,706 | 87,151 |
Organics | ||||
Revenue from External Customer [Line Items] | ||||
Revenues | 15,419 | 14,905 | 30,351 | 28,501 |
Customer solutions | ||||
Revenue from External Customer [Line Items] | ||||
Revenues | 20,239 | 19,216 | 41,902 | 37,370 |
Recycling | ||||
Revenue from External Customer [Line Items] | ||||
Revenues | $ 12,487 | $ 10,514 | $ 23,453 | $ 21,280 |