COVER PAGE
COVER PAGE - shares | 9 Months Ended | |
Sep. 30, 2019 | Oct. 15, 2019 | |
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 | Sep. 30, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q3 | |
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, $0.01 par value per share | |
Trading Symbol | CWST | |
Security Exchange Name | NASDAQ | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Amendment Flag | false | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Tax Identification Number | 03-0338873 | |
Entity Address, Address Line One | 25 Greens Hill Lane, | |
Entity Address, City or Town | Rutland, | |
Entity Address, State or Province | VT | |
Entity Address, Postal Zip Code | 05701 | |
City Area Code | 802 | |
Local Phone Number | 775-0325 | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 46,792,758 | |
Class B Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 988,200 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 5,028 | $ 4,007 |
Accounts receivable, net of allowance for doubtful accounts of $1,478 and $931, respectively | 89,882 | 74,937 |
Refundable income taxes | 2,789 | 2,254 |
Prepaid expenses | 8,423 | 7,345 |
Inventory | 6,976 | 6,542 |
Other current assets | 693 | 2,008 |
Total current assets | 113,791 | 97,093 |
Property, plant and equipment, net of accumulated depreciation and amortization of $831,950 and $878,701, respectively | 434,081 | 404,577 |
Operating lease right-of-use assets | 109,604 | |
Goodwill | 184,295 | 162,734 |
Intangible assets, net | 60,983 | 34,767 |
Restricted assets | 1,410 | 1,248 |
Cost method investments | 11,264 | 11,264 |
Deferred income taxes | 8,840 | 9,594 |
Other non-current assets | 11,512 | 11,133 |
Total assets | 935,780 | 732,410 |
CURRENT LIABILITIES: | ||
Current maturities of long-term debt and finance leases | 3,571 | 2,298 |
Current operating lease liabilities | 9,582 | |
Accounts payable | 59,370 | 57,289 |
Accrued payroll and related expenses | 10,116 | 10,969 |
Accrued interest | 2,340 | 2,415 |
Contract liabilities | 2,812 | 3,074 |
Current accrued capping, closure and post-closure costs | 8,527 | 11,633 |
Other accrued liabilities | 30,641 | 23,819 |
Total current liabilities | 126,959 | 111,497 |
Long-term debt and finance leases, less current portion | 523,975 | 542,001 |
Operating lease liabilities, less current portion | 71,910 | |
Accrued capping, closure and post-closure costs, less current portion | 64,092 | 61,442 |
Deferred income taxes | 2,637 | 2,519 |
Other long-term liabilities | 35,395 | 30,783 |
COMMITMENTS AND CONTINGENCIES | ||
Casella Waste Systems, Inc. stockholders' equity (deficit) | ||
Additional paid-in capital | 482,987 | 373,716 |
Accumulated deficit | (366,082) | (388,669) |
Accumulated other comprehensive loss | (6,571) | (1,308) |
Total stockholders' equity (deficit) | 110,812 | (15,832) |
Total liabilities and stockholders' equity (deficit) | 935,780 | 732,410 |
Class A Common Stock | ||
Casella Waste Systems, Inc. stockholders' equity (deficit) | ||
Common stock | 468 | 419 |
Class B Common Stock | ||
Casella Waste Systems, Inc. stockholders' equity (deficit) | ||
Common stock | $ 10 | $ 10 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019USD ($)vote$ / sharesshares | Dec. 31, 2018USD ($)vote$ / sharesshares | |
Statement of Financial Position [Abstract] | ||
Accounts receivable - trade, allowance for doubtful accounts | $ | $ 1,478 | $ 931 |
Accumulated depreciation and amortization | $ | $ 831,950 | $ 878,701 |
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 | 46,792,000 | 41,944,000 |
Common stock, shares outstanding | 46,792,000 | 41,944,000 |
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 | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Income Statement [Abstract] | ||||
Revenues | $ 198,547 | $ 172,832 | $ 549,670 | $ 485,936 |
Operating expenses: | ||||
Cost of operations | 131,273 | 114,118 | 377,707 | 331,527 |
General and administration | 22,536 | 20,545 | 67,423 | 62,365 |
Depreciation and amortization | 20,940 | 18,202 | 58,144 | 51,572 |
Withdrawal costs - multiemployer pension plan | 3,591 | 0 | 3,591 | 0 |
Expense from acquisition activities and other items | 1,097 | 581 | 2,237 | 930 |
Southbridge landfill closure charge (settlement), net | 625 | (9,498) | 2,097 | (7,740) |
Contract settlement charge | 0 | 0 | 0 | 2,100 |
Development project charge | 0 | 0 | 0 | 311 |
Total operating expenses | 180,062 | 143,948 | 511,199 | 441,065 |
Operating income | 18,485 | 28,884 | 38,471 | 44,871 |
Other expense (income): | ||||
Interest income | (66) | (53) | (287) | (161) |
Interest expense | 6,235 | 6,424 | 18,849 | 19,347 |
Loss on debt extinguishment | 0 | 0 | 0 | 7,352 |
Other income | (248) | (166) | (960) | (597) |
Other expense, net | 5,921 | 6,205 | 17,602 | 25,941 |
Income before income taxes | 12,564 | 22,679 | 20,869 | 18,930 |
Provision (benefit) for income taxes | 178 | 377 | (1,718) | (1,166) |
Net income | $ 12,386 | $ 22,302 | $ 22,587 | $ 20,096 |
Basic earnings per share attributable to common stockholders: | ||||
Weighted average common shares outstanding | 47,690 | 42,779 | 47,029 | 42,605 |
Basic earnings per common share (in dollars per share) | $ 0.26 | $ 0.52 | $ 0.48 | $ 0.47 |
Diluted earnings per share attributable to common stockholders: | ||||
Weighted average common shares outstanding | 48,361 | 44,175 | 47,660 | 43,938 |
Diluted earnings per common share (in dollars per share) | $ 0.26 | $ 0.50 | $ 0.47 | $ 0.46 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 12,386 | $ 22,302 | $ 22,587 | $ 20,096 |
Hedging activity: | ||||
Interest rate swap settlements | (120) | (147) | (187) | (217) |
Interest rate swap amounts reclassified into interest expense | 147 | 156 | 216 | 247 |
Unrealized (loss) gain resulting from changes in fair value of derivative instruments | (774) | 863 | (5,292) | 1,503 |
Other comprehensive (loss) income | (747) | 872 | (5,263) | 1,533 |
Income tax provision related to items of other comprehensive (loss) income | 0 | 235 | 0 | 413 |
Other comprehensive (loss) income, net of tax | (747) | 637 | (5,263) | 1,120 |
Comprehensive income | $ 11,639 | $ 22,939 | $ 17,324 | $ 21,216 |
CONSOLIDATED STATEMENT OF STOCK
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT) (Unaudited) - USD ($) shares in Thousands, $ in Thousands | Total | Additional Paid-In Capital | Accumulated Deficit | 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, 2017 | $ (37,862) | $ 356,638 | $ (395,107) | $ 184 | $ 413 | $ 10 | ||
Beginning balance (in shares) at Dec. 31, 2017 | 41,298 | 988 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuances of Class A common stock | 310 | 306 | $ 4 | |||||
Issuance of Class A common stock (in shares) | 402 | |||||||
Stock-based compensation | 2,077 | 2,077 | ||||||
Net income | (3,910) | (3,910) | ||||||
Hedging activity | 568 | 568 | ||||||
Ending balance at Mar. 31, 2018 | (38,817) | 359,021 | (398,999) | 734 | $ 417 | $ 10 | ||
Ending balance (in shares) at Mar. 31, 2018 | 41,700 | 988 | ||||||
Beginning balance at Dec. 31, 2017 | (37,862) | 356,638 | (395,107) | 184 | $ 413 | $ 10 | ||
Beginning balance (in shares) at Dec. 31, 2017 | 41,298 | 988 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net income | 20,096 | |||||||
Hedging activity | 1,120 | |||||||
Ending balance at Sep. 30, 2018 | (5,279) | 367,999 | (374,993) | 1,286 | $ 419 | $ 10 | ||
Ending balance (in shares) at Sep. 30, 2018 | 41,932 | 41,932 | 988 | 988 | ||||
Beginning balance at Mar. 31, 2018 | (38,817) | 359,021 | (398,999) | 734 | $ 417 | $ 10 | ||
Beginning balance (in shares) at Mar. 31, 2018 | 41,700 | 988 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuances of Class A common stock | 361 | 360 | $ 1 | |||||
Issuance of Class A common stock (in shares) | 65 | |||||||
Stock-based compensation | 2,121 | 2,121 | ||||||
Net income | 1,704 | 1,704 | ||||||
Hedging activity | (85) | (85) | ||||||
Ending balance at Jun. 30, 2018 | (34,716) | 361,502 | (397,295) | 649 | $ 418 | $ 10 | ||
Ending balance (in shares) at Jun. 30, 2018 | 41,765 | 988 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuance of Class A common stock - acquisition | 4,258 | 4,257 | $ 1 | |||||
Issuance of Class A common stock - acquisition (in shares) | 150 | |||||||
Issuances of Class A common stock | 72 | 72 | ||||||
Issuance of Class A common stock (in shares) | 17 | |||||||
Stock-based compensation | 2,168 | 2,168 | ||||||
Net income | 22,302 | 22,302 | ||||||
Hedging activity | 637 | 637 | ||||||
Ending balance at Sep. 30, 2018 | (5,279) | 367,999 | (374,993) | 1,286 | $ 419 | $ 10 | ||
Ending balance (in shares) at Sep. 30, 2018 | 41,932 | 41,932 | 988 | 988 | ||||
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 | 41,944 | 988 | 988 | ||||
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 | |||||||
Issuance of Class A common stock - acquisition | 0 | (1) | $ 1 | |||||
Issuance of Class A common stock - acquisition (in shares) | 67 | |||||||
Issuances of Class A common stock | 260 | 253 | $ 7 | |||||
Issuance of Class A common stock (in shares) | 676 | |||||||
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 | 988 | ||||||
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 | 41,944 | 988 | 988 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net income | 22,587 | |||||||
Hedging activity | (5,263) | |||||||
Ending balance at Sep. 30, 2019 | 110,812 | 482,987 | (366,082) | (6,571) | $ 468 | $ 10 | ||
Ending balance (in shares) at Sep. 30, 2019 | 46,792 | 46,792 | 988 | 988 | ||||
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 | 988 | ||||||
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 | |||||||
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 | 988 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuances of Class A common stock | 1,078 | 1,076 | $ 2 | |||||
Issuance of Class A common stock (in shares) | 193 | |||||||
Stock-based compensation | 1,898 | 1,898 | ||||||
Net income | 12,386 | 12,386 | ||||||
Hedging activity | (747) | (747) | ||||||
Ending balance at Sep. 30, 2019 | $ 110,812 | $ 482,987 | $ (366,082) | $ (6,571) | $ 468 | $ 10 | ||
Ending balance (in shares) at Sep. 30, 2019 | 46,792 | 46,792 | 988 | 988 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Net Cash Provided by (Used in) Operating Activities [Abstract] | ||
Net income | $ 22,587 | $ 20,096 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 58,144 | 51,572 |
Operating lease right-of-use assets expense | 7,272 | |
Depletion of landfill operating lease obligations | 7,827 | |
Interest accretion on landfill and environmental remediation liabilities | 5,310 | 4,291 |
Amortization of debt issuance costs and discount on long-term debt | 1,724 | 1,875 |
Stock-based compensation | 5,218 | 6,366 |
Gain on sale of property and equipment | (806) | (414) |
Southbridge Landfill non-cash closure charge | 58 | 1,354 |
Southbridge Landfill insurance recovery for investing activities | 0 | (3,506) |
Development project charge | 0 | 311 |
Non-cash expense from acquisition activities and other items | 71 | 211 |
Loss on debt extinguishment | 0 | 7,352 |
Withdrawal costs - multiemployer pension plan | 3,591 | 0 |
Deferred income taxes | (1,267) | 79 |
Changes in assets and liabilities, net of effects of acquisitions and divestitures: | ||
Accounts receivable | (15,141) | (12,161) |
Landfill operating lease contract expenditures | (3,197) | 0 |
Accounts payable | 1,634 | 8,009 |
Prepaid expenses, inventories and other assets | (1,297) | 829 |
Accrued expenses, contract liabilities and other liabilities | (17,986) | (4,174) |
Net cash provided by operating activities | 71,495 | 89,917 |
Cash Flows from Investing Activities: | ||
Acquisitions, net of cash acquired | (73,496) | (58,176) |
Additions to property, plant and equipment | (75,998) | (51,841) |
Payments on landfill operating lease contracts | 0 | (5,006) |
Proceeds from sale of property and equipment | 542 | 609 |
Proceeds from property insurance settlement | 332 | 992 |
Net cash used in investing activities | (148,620) | (109,916) |
Cash Flows from Financing Activities: | ||
Proceeds from long-term borrowings | 121,500 | 566,800 |
Principal payments on long-term debt | (149,774) | (540,611) |
Payments of debt issuance costs | 0 | (5,573) |
Proceeds from the exercise of share based awards | 3,355 | 471 |
Proceeds from the public issuance of Class A Common Stock | 100,446 | 0 |
Proceeds from unregistered sale of Class A Common Stock | 2,619 | 0 |
Net cash provided by financing activities | 78,146 | 21,087 |
Net increase in cash and cash equivalents | 1,021 | 1,088 |
Cash and cash equivalents, beginning of period | 4,007 | 1,995 |
Cash and cash equivalents, end of period | 5,028 | 3,083 |
Cash paid during the period for: | ||
Interest | 17,200 | 16,950 |
Income taxes, net of refunds | 84 | 84 |
Supplemental Disclosure of Non-Cash Investing and Financing Activities: | ||
Non-current assets obtained through long-term obligations | 9,797 | 4,342 |
Contingent consideration from business combinations | 0 | 2,924 |
Landfill | ||
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Operating lease right-of-use assets expense | 5,580 | |
Cash Flows from Investing Activities: | ||
Proceeds from property insurance settlement | $ 0 | $ 3,506 |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION | BASIS OF PRESENTATION Casella Waste Systems, Inc. (“Parent”), and its consolidated subsidiaries (collectively, “we”, “us” or “our”), is a regional, vertically integrated solid waste services company that provides collection, transfer, disposal, landfill, landfill gas-to-energy, recycling and organics services in the northeastern United States. We market recyclable metals, aluminum, plastics, paper, and corrugated cardboard, which have been processed at our recycling facilities, as well as recyclables purchased from third-parties. We manage our solid waste operations on a geographic basis through two regional operating segments, the Eastern and Western regions, each of which provides a full range of solid waste services, and our larger-scale recycling and commodity brokerage operations through our Recycling segment. Organics services, ancillary operations, along with major account and industrial services are included in our Other segment. 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, 2018, which was filed with the SEC on February 22, 2019. 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 nine months ended September 30, 2019 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, 2018. Subsequent Events We have evaluated subsequent events or transactions that have occurred after the consolidated balance sheet date of September 30, 2019 through the date of filing of the consolidated financial statements with the SEC on this Quarterly Report on Form 10-Q. We have determined that, except as disclosed, there are no subsequent events that require disclosure in this Quarterly Report on Form 10-Q. |
ACCOUNTING CHANGES
ACCOUNTING CHANGES | 9 Months Ended |
Sep. 30, 2019 | |
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, 2019 ASU No. 2016-02, as amended through March 2019: Leases ( Topic 842 ) Requires that a lessee recognize at the commencement date: a lease liability, which is the obligation of the lessee to make lease payments arising from a lease, measured on a discounted basis; and a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. We adopted the guidance using the prospective optional transition method effective January 1, 2019, which allowed us to elect not to restate comparative periods and, if applicable, to recognize the effects of applying this guidance as a cumulative-effect adjustment to retained earnings as of January 1, 2019. We did not recognize a cumulative effect adjustment to retained earnings upon implementation. Upon adopting this guidance, we recognized a right-of-use asset and lease liability for leases classified as operating leases with a term in excess of 12 months in our consolidated balance sheet. We also prospectively reclassified landfill operating lease payments, along with related accumulated depreciation, that were previously capitalized as property, plant and equipment to operating lease right-of-use assets. Accordingly, the related cash outlays, which were historically considered cash flows from investing activities, were prospectively reclassified as cash flows from operating activities in accordance with Topic 842. With the assistance of third-party resources, we designed internal controls over the adoption of this guidance and implemented a third-party enterprise lease management software solution. In conjunction with the implementation, we modified our lease policy and internal business processes to effectively manage and account for leases, and to support recognition and disclosure requirements under the new standard. The adoption of this guidance did not have a material impact on the accounting for our finance leases. This guidance required additional disclosure over leases in order to comply with the new lease standard. See Note 5, Leases 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. 2017-04: Intangibles - Goodwill and Other ( Topic 350 ) Requires that when an entity is performing its annual, or interim, goodwill impairment test, it should compare the fair value of the reporting unit with its carrying amount when calculating its impairment charge, noting that the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. Additionally, if applicable, an entity should consider income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when calculating its impairment charge. As of December 31, 2018, we did not record a goodwill impairment charge related to our annual goodwill impairment test because at that time the fair value of each reporting unit exceeded its respective carrying value. Upon adoption, if the carrying value of any of these reporting units exceeds the fair value when we perform a goodwill impairment test, we would record an impairment charge equal to the amount by which the carrying value exceeds its fair value. This guidance is effective January 1, 2020 with early adoption permitted for interim or annual goodwill impairment tests performed after January 1, 2017. |
REVENUE RECOGNITION
REVENUE RECOGNITION | 9 Months Ended |
Sep. 30, 2019 | |
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 nine months ended September 30, 2019 and 2018 follows: Three Months Ended September 30, 2019 Eastern Western Recycling Other Total Revenues Collection $ 41,868 $ 59,323 $ — $ — $ 101,191 Landfill 5,414 20,018 — — 25,432 Transfer 12,247 9,694 — — 21,941 Customer solutions — — — 20,689 20,689 Recycling 4 461 10,726 — 11,191 Organics — — — 14,166 14,166 Transportation — 2,709 — 420 3,129 Landfill gas-to-energy 142 666 — — 808 Total revenues $ 59,675 $ 92,871 $ 10,726 $ 35,275 $ 198,547 Transferred at a point-in-time $ 36 $ 186 $ 4,592 $ 1,156 $ 5,970 Transferred over time 59,639 92,685 6,134 34,119 192,577 Total revenues $ 59,675 $ 92,871 $ 10,726 $ 35,275 $ 198,547 Three Months Ended September 30, 2018 Eastern Western Recycling Other Total Revenues Collection $ 36,392 $ 44,452 $ — $ — $ 80,844 Landfill 8,336 18,764 — — 27,100 Transfer 11,001 7,290 — — 18,291 Customer solutions — — — 17,195 17,195 Recycling 5 875 10,877 — 11,757 Organics — — — 13,413 13,413 Transportation — 2,396 — 916 3,312 Landfill gas-to-energy 272 648 — — 920 Total revenues $ 56,006 $ 74,425 $ 10,877 $ 31,524 $ 172,832 Transferred at a point-in-time $ 128 $ 233 $ 7,436 $ 1,138 $ 8,935 Transferred over time 55,878 74,192 3,441 30,386 163,897 Total revenues $ 56,006 $ 74,425 $ 10,877 $ 31,524 $ 172,832 Nine Months Ended September 30, 2019 Eastern Western Recycling Other Total Revenues Collection $ 115,363 $ 163,070 $ — $ — $ 278,433 Landfill 14,558 54,341 — — 68,899 Transfer 33,157 23,566 — — 56,723 Customer solutions — — — 58,058 58,058 Recycling 5 1,243 32,006 — 33,254 Organics — — — 42,668 42,668 Transportation — 7,650 — 1,330 8,980 Landfill gas-to-energy 665 1,990 — — 2,655 Total revenues $ 163,748 $ 251,860 $ 32,006 $ 102,056 $ 549,670 Transferred at a point-in-time $ 123 $ 673 $ 15,768 $ 2,877 $ 19,441 Transferred over time 163,625 251,187 16,238 99,179 530,229 Total revenues $ 163,748 $ 251,860 $ 32,006 $ 102,056 $ 549,670 Nine Months Ended September 30, 2018 Eastern Western Recycling Other Total Revenues Collection $ 101,544 $ 121,804 $ — $ — $ 223,348 Landfill 22,179 49,504 — — 71,683 Transfer 29,305 20,907 — — 50,212 Customer solutions — — — 48,315 48,315 Recycling — 3,271 30,634 — 33,905 Organics — — — 40,259 40,259 Transportation — 11,779 — 2,421 14,200 Landfill gas-to-energy 1,071 2,943 — — 4,014 Total revenues $ 154,099 $ 210,208 $ 30,634 $ 90,995 $ 485,936 Transferred at a point-in-time $ 500 $ 847 $ 20,311 $ 3,219 $ 24,877 Transferred over time 153,599 209,361 10,323 87,776 461,059 Total revenues $ 154,099 $ 210,208 $ 30,634 $ 90,995 $ 485,936 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 $1,027 and $3,474 in the three and nine months ended September 30, 2019, respectively, and $1,648 and $4,732 in the three and nine months ended September 30, 2018, 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. These payments were previously recorded as a cost of operations. We did not record any revenues in the three and nine months ended September 30, 2019 and September 30, 2018 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 $90,291 and $73,500 as of September 30, 2019 and December 31, 2018, 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 $2,812 and $3,074 as of September 30, 2019 and December 31, 2018, 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, 2018 and December 31, 2017 were recognized as revenue during the three and nine months ended September 30, 2019 and September 30, 2018, respectively, when the services were performed. |
BUSINESS COMBINATIONS
BUSINESS COMBINATIONS | 9 Months Ended |
Sep. 30, 2019 | |
Business Combinations [Abstract] | |
BUSINESS COMBINATIONS | BUSINESS COMBINATIONSIn the nine months ended September 30, 2019, we acquired eight businesses: three tuck-in solid waste collection businesses in our Eastern region and three tuck-in solid waste collection businesses, a business comprised of solid waste collection, transfer and recycling operations, and a business comprised of solid waste hauling and transfer assets in our Western region. In the nine months ended September 30, 2018, we acquired one solid waste collection, transfer and processing business in our Eastern region and three solid waste collection businesses, including a transfer station, in our Western region. The operating results of these 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: Nine Months Ended 2019 2018 Purchase Price: Cash used in acquisitions, net of cash acquired $ 71,038 $ 57,824 Notes payable 2,714 — Common stock — 4,258 Other non-cash consideration 5,470 — Contingent consideration and holdbacks 1,755 4,996 Total 80,977 67,078 Allocated as follows: Current assets 1,935 2,968 Other non-current assets 367 — Land 2,487 — Buildings 5,422 7,539 Equipment 20,592 11,520 Intangible assets 31,171 20,300 Other liabilities, net (3,040) (2,443) Deferred tax liability (2,137) (1,230) Fair value of assets acquired and liabilities assumed 56,797 38,654 Excess purchase price allocated to goodwill $ 24,180 $ 28,424 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, 2018 is as follows: Three Months Ended Nine Months Ended 2019 2018 2019 2018 Revenues $ 204,293 $ 196,686 $ 579,390 $ 561,912 Operating income $ 19,369 $ 31,505 $ 42,321 $ 53,051 Net income $ 12,905 $ 23,794 $ 24,810 $ 24,745 Basic earnings per share attributable to common stockholders: Weighted average common shares outstanding 47,690 42,779 47,029 42,605 Basic earnings per common share $ 0.27 $ 0.56 $ 0.53 $ 0.58 Diluted earnings per share attributable to common stockholders: Weighted average shares outstanding 48,361 44,175 47,660 43,938 Diluted earnings per common share $ 0.27 $ 0.54 $ 0.52 $ 0.56 The unaudited pro forma results set forth in the table above have been prepared for comparative purposes only and are not necessarily indicative of the actual results of operations had the acquisitions occurred as of January 1, 2018 or of the results of our future operations. Furthermore, the unaudited pro forma results do not give effect to all cost savings or incremental costs that may occur as a result of the integration and consolidation of the completed acquisitions. |
LEASES
LEASES | 9 Months Ended |
Sep. 30, 2019 | |
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 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 on a units-of-consumption basis as airspace is utilized (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. As a part of the implementation of Topic 842 , we elected to adopt the practical expedient package and to not elect the hindsight practical expedient in determining lease term. The practical expedient package allowed us to: 1) not reassess lease classification for existing leases; 2) not reassess whether a contract contains a lease for existing contracts; and 3) not reassess initial direct costs for existing leases. Accordingly, we retained the operating lease and finance lease classifications in all periods presented and did not alter Topic 840 accounting over operating leases in place at transition allowing us to use historical minimum rental payments when determining the right-of-use asset and lease liability for existing operating leases. Upon adopting this guidance, we recognized a right-of-use asset and a lease liability for core leases classified as operating leases with a term in excess of 12 months in our consolidated balance sheet. For other non-core operating leases, which is comprised of small-dollar-value items such as office equipment, we continued to expense these costs in the period incurred rather than capitalizing such expenditures on our consolidated balance sheet. Accounting for finance leases was not impacted by the adoption of this guidance. Under Topic 842 , we identify lease and nonlease components in a contract to which consideration in the contract will be allocated. As an election, we may elect by class of underlying asset to choose not to separate nonlease components from lease components and instead account for each separate lease component and the nonlease components in a contract as part of the single lease component. We have elected to not separate lease components from nonlease components for property leases and are, therefore, not allocating consideration between lease and nonlease components for this asset class. Lease payments include: fixed payments, including in-substance fixed payments, less any lease incentives paid or payable to the lessee; variable lease payments that depend on an index or a rate; exercise price of a purchase option reasonably certain to be exercised; penalties for terminating a lease; and amounts where it is probable that we will owe under a residual value guarantee. Refundable deposits are not considered to be a fixed payment. Variable lease costs that are not based on an index or a rate are recorded to expense in the period incurred. Lease term is determined at lease commencement, and includes any noncancellable period for which we have the right to use the underlying asset together with any periods covered by an option to extend or terminate the lease if we are reasonably certain to exercise the option to extend or not to exercise the option to terminate. The initial determination of a lease liability is calculated as the net present value of the lease payments not yet paid. The discount rate used to determine present value is the rate implicit in the lease, if present, or, if not present, our incremental borrowing rate, which is a rate that reflects interest that we would have to pay to borrow funds on a collateralized basis over a similar term to the lease and in a similar economic environment. For shorter term leases, such as vehicle and equipment leases, we calculate our incremental borrowing rate using the interest rate from our existing secured line of credit, adjusted based on term. For longer term leases, such as our landfill operating leases, we calculate our incremental borrowing rate based on an industry yield curve with a similar credit rating, adjusted by a company specific spread as determined by a third-party. A schedule of lease costs and other lease information follows: Three Months Ended Nine Months Ended Lease cost: Amortization of right-of-use assets $ 593 $ 1,505 Interest expense 213 555 Fixed lease cost - vehicles, equipment and property 2,351 7,271 Fixed lease cost - landfill operating leases 1,957 5,580 Fixed lease cost 4,308 12,851 Short-term lease cost 853 2,261 Variable lease cost 329 712 Total lease cost $ 6,296 $ 17,884 Other information: Cash paid for amounts included in the measurement of lease liabilities: Financing cash flows for finance leases $ 666 $ 1,870 Operating cash flows for operating leases $ 2,963 $ 9,837 Right-of-use assets obtained in exchange for new finance lease liabilities $ — $ 6,857 Right-of-use assets obtained in exchange for new operating lease liabilities $ 831 $ 1,419 September 30, Weighted-average remaining lease term - finance leases (years) 6.7 Weighted-average remaining lease term - operating leases (years) 12.0 Weighted-average discount rate - finance leases 5.2 % Weighted-average discount rate - operating leases 5.2 % Estimated minimum future lease obligations are as follows: Operating Leases Finance Leases Fiscal year ending December 31, 2019 $ 3,792 $ 799 Fiscal year ending December 31, 2020 13,218 3,872 Fiscal year ending December 31, 2021 10,870 3,336 Fiscal year ending December 31, 2022 8,494 2,740 Fiscal year ending December 31, 2023 6,652 2,572 Thereafter 69,323 6,924 Total lease payments 112,349 20,243 Less: interest expense (30,857) (3,733) Lease liability balance $ 81,492 $ 16,510 |
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 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 on a units-of-consumption basis as airspace is utilized (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. As a part of the implementation of Topic 842 , we elected to adopt the practical expedient package and to not elect the hindsight practical expedient in determining lease term. The practical expedient package allowed us to: 1) not reassess lease classification for existing leases; 2) not reassess whether a contract contains a lease for existing contracts; and 3) not reassess initial direct costs for existing leases. Accordingly, we retained the operating lease and finance lease classifications in all periods presented and did not alter Topic 840 accounting over operating leases in place at transition allowing us to use historical minimum rental payments when determining the right-of-use asset and lease liability for existing operating leases. Upon adopting this guidance, we recognized a right-of-use asset and a lease liability for core leases classified as operating leases with a term in excess of 12 months in our consolidated balance sheet. For other non-core operating leases, which is comprised of small-dollar-value items such as office equipment, we continued to expense these costs in the period incurred rather than capitalizing such expenditures on our consolidated balance sheet. Accounting for finance leases was not impacted by the adoption of this guidance. Under Topic 842 , we identify lease and nonlease components in a contract to which consideration in the contract will be allocated. As an election, we may elect by class of underlying asset to choose not to separate nonlease components from lease components and instead account for each separate lease component and the nonlease components in a contract as part of the single lease component. We have elected to not separate lease components from nonlease components for property leases and are, therefore, not allocating consideration between lease and nonlease components for this asset class. Lease payments include: fixed payments, including in-substance fixed payments, less any lease incentives paid or payable to the lessee; variable lease payments that depend on an index or a rate; exercise price of a purchase option reasonably certain to be exercised; penalties for terminating a lease; and amounts where it is probable that we will owe under a residual value guarantee. Refundable deposits are not considered to be a fixed payment. Variable lease costs that are not based on an index or a rate are recorded to expense in the period incurred. Lease term is determined at lease commencement, and includes any noncancellable period for which we have the right to use the underlying asset together with any periods covered by an option to extend or terminate the lease if we are reasonably certain to exercise the option to extend or not to exercise the option to terminate. The initial determination of a lease liability is calculated as the net present value of the lease payments not yet paid. The discount rate used to determine present value is the rate implicit in the lease, if present, or, if not present, our incremental borrowing rate, which is a rate that reflects interest that we would have to pay to borrow funds on a collateralized basis over a similar term to the lease and in a similar economic environment. For shorter term leases, such as vehicle and equipment leases, we calculate our incremental borrowing rate using the interest rate from our existing secured line of credit, adjusted based on term. For longer term leases, such as our landfill operating leases, we calculate our incremental borrowing rate based on an industry yield curve with a similar credit rating, adjusted by a company specific spread as determined by a third-party. A schedule of lease costs and other lease information follows: Three Months Ended Nine Months Ended Lease cost: Amortization of right-of-use assets $ 593 $ 1,505 Interest expense 213 555 Fixed lease cost - vehicles, equipment and property 2,351 7,271 Fixed lease cost - landfill operating leases 1,957 5,580 Fixed lease cost 4,308 12,851 Short-term lease cost 853 2,261 Variable lease cost 329 712 Total lease cost $ 6,296 $ 17,884 Other information: Cash paid for amounts included in the measurement of lease liabilities: Financing cash flows for finance leases $ 666 $ 1,870 Operating cash flows for operating leases $ 2,963 $ 9,837 Right-of-use assets obtained in exchange for new finance lease liabilities $ — $ 6,857 Right-of-use assets obtained in exchange for new operating lease liabilities $ 831 $ 1,419 September 30, Weighted-average remaining lease term - finance leases (years) 6.7 Weighted-average remaining lease term - operating leases (years) 12.0 Weighted-average discount rate - finance leases 5.2 % Weighted-average discount rate - operating leases 5.2 % Estimated minimum future lease obligations are as follows: Operating Leases Finance Leases Fiscal year ending December 31, 2019 $ 3,792 $ 799 Fiscal year ending December 31, 2020 13,218 3,872 Fiscal year ending December 31, 2021 10,870 3,336 Fiscal year ending December 31, 2022 8,494 2,740 Fiscal year ending December 31, 2023 6,652 2,572 Thereafter 69,323 6,924 Total lease payments 112,349 20,243 Less: interest expense (30,857) (3,733) Lease liability balance $ 81,492 $ 16,510 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 9 Months Ended |
Sep. 30, 2019 | |
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 Other (1) September 30, Eastern region $ 28,154 $ 2,566 $ — $ 30,720 Western region 120,536 21,614 (2,619) 139,531 Recycling 12,315 — — 12,315 Other 1,729 — — 1,729 Total $ 162,734 $ 24,180 $ (2,619) $ 184,295 (1) Relates to the unregistered sale of Class A common stock that was previously held in escrow and released to us for liquidation . See Note 10, Stockholders' Equity for additional disclosure. A summary of intangible assets by intangible asset type follows: Covenants Client Lists Total Balance, September 30, 2019 Intangible assets $ 26,162 $ 71,122 $ 97,284 Less accumulated amortization (18,575) (17,726) (36,301) $ 7,587 $ 53,396 $ 60,983 Covenants Client Lists Total Balance, December 31, 2018 Intangible assets $ 21,750 $ 44,363 $ 66,113 Less accumulated amortization (17,584) (13,762) (31,346) $ 4,166 $ 30,601 $ 34,767 Intangible amortization expense was 1,916 and 4,956 during the three and nine months ended September 30, 2019, respectively, as compared to $714 and $1,848 during the three and nine months ended September 30, 2018, respectively. A summary of intangible amortization expense estimated for the five fiscal years following the fiscal year ended December 31, 2018 and thereafter follows: Estimated Future Amortization Expense as of September 30, 2019 Fiscal year ending December 31, 2019 $ 2,264 Fiscal year ending December 31, 2020 $ 8,222 Fiscal year ending December 31, 2021 $ 6,826 Fiscal year ending December 31, 2022 $ 6,188 Fiscal year ending December 31, 2023 $ 5,993 Thereafter $ 31,490 |
ACCRUED FINAL CAPPING, CLOSURE
ACCRUED FINAL CAPPING, CLOSURE AND POST CLOSURE | 9 Months Ended |
Sep. 30, 2019 | |
Asset Retirement Obligation Disclosure [Abstract] | |
ACCRUED FINAL CAPPING, CLOSURE AND POST CLOSURE | ACCRUED FINAL CAPPING, CLOSURE AND POST CLOSURE Accrued final capping, closure and post-closure costs include the current and non-current portion of costs associated with obligations for final capping, closure and post-closure of our landfills. We estimate our future final capping, closure and post-closure costs in order to determine the final capping, closure and post-closure expense per ton of waste placed into each landfill. The anticipated time frame for paying these costs varies based on the remaining useful life of each landfill as well as the duration of the post-closure monitoring period. A summary of the changes to accrued final capping, closure and post-closure liabilities follows: Nine Months Ended 2019 2018 Beginning balance $ 73,075 $ 62,290 Obligations incurred 1,901 2,874 Revision in estimates (1) — 1,492 Accretion expense 4,742 4,175 Obligations settled (2) (7,099) (2,310) Ending balance $ 72,619 $ 68,521 (1) Relates to changes in estimates and assumptions associated with anticipated costs of future final capping, closure and post-closure activities at the Town of Southbridge, Massachusetts landfill. See Note 9, Commitments and Contingencies and Note 12, Other Items and Charges for additional disclosure regarding the matter. (2) Includes amounts that are being processed through accounts payable as a part of our disbursements cycle. |
LONG-TERM DEBT
LONG-TERM DEBT | 9 Months Ended |
Sep. 30, 2019 | |
Debt And Derivatives Disclosure [Abstract] | |
LONG-TERM DEBT | LONG-TERM DEBT A summary of long-term debt and finance leases by debt instrument follows: September 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% $ 43,400 $ 69,600 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 3.75% 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 September 2019; bore interest at 4.00% 11,000 11,000 Other: Finance leases maturing through December 2107; bearing interest at a weighted average of 5.2% 16,510 11,248 Notes payable maturing through June 2027; bearing interest at a weighted average of 3.5% 4,862 2,401 Principal amount of long-term debt and finance leases 536,772 555,249 Less—unamortized debt issuance costs (1) 9,226 10,950 Long-term debt and finance leases less unamortized debt issuance costs 527,546 544,299 Less—current maturities of long-term debt and finance leases 3,571 2,298 $ 523,975 $ 542,001 (1) A summary of unamortized debt issuance costs by debt instrument follows: September 30, December 31, Revolving Credit Facility and Term Loan Facility (collectively, the "Credit Facility") $ 5,889 $ 7,118 New York Bonds 2014 707 847 New York Bonds 2014R-2 405 450 FAME Bonds 2005R-3 453 517 FAME Bonds 2015R-1 569 622 FAME Bonds 2015R-2 436 493 Vermont Bonds 554 595 New Hampshire Bonds 213 308 $ 9,226 $ 10,950 Financing Activities In October 2019, we completed the remarketing of $11,000 aggregate principal amount of New Hampshire Bonds. The New Hampshire Bonds, which are unsecured and guaranteed jointly and severally, fully and unconditionally by all of our significant wholly-owned subsidiaries, accrue interest at 2.95% per annum from October 1, 2019 through final maturity on April 1, 2029. Credit Facility As of September 30, 2019, 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 September 30, 2019, further advances were available under the Credit Facility in the amount of $131,979. The available amount is net of outstanding irrevocable letters of credit totaling $24,621, 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 September 30, 2019, 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. Loss on Debt Extinguishment We recorded a loss on debt extinguishment of $7,352 in the nine months ended September 30, 2018 associated with the write-off of debt issuance costs and unamortized discount in connection with the refinancing of our term loan B facility with our existing Credit Facility, and the write-off of debt issuance costs in connection with the remarketing of our Vermont Bonds. Cash Flow Hedges As of September 30, 2019, we had in place nine interest rate derivative agreements to hedge interest rate risk associated with the variable rate portion of our long-term debt. The hedging relationships between these interest rate derivative agreements and the variable rate interest payments related to the Term Loan Facility were originally considered highly effective based on quantitative assessments using regression analysis and, subsequently, based on a qualitative assessment performed as of September 30, 2019. Therefore, we have designated these derivative instruments as effective cash flow hedges. The total notional amount of all of our interest rate derivative agreements is $190,000 and 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. A summary of the effect of cash flow hedges related to derivative instruments on the consolidated balance sheet follows: Fair Value Balance Sheet Location September 30, December 31, Interest rate swaps Other current assets $ — $ 338 Interest rate swaps Other non-current assets — 482 $ — $ 820 Interest rate swaps Other accrued liabilities $ 1,686 $ 387 Interest rate swaps Other long-term liabilities 4,398 1,555 $ 6,084 $ 1,942 Interest rate swaps Accumulated other comprehensive loss $ (6,459) $ (1,196) Interest rate swaps - tax provision Accumulated other comprehensive loss (112) (112) $ (6,571) $ (1,308) A summary of the amount of expense on cash flow hedging relationships related to interest rate swaps reclassified from accumulated other comprehensive income (loss) into earnings follows: Three Months Ended Nine Months Ended 2019 2018 2019 2018 Statement of Operations Location (Expense) Income (Expense) Income Interest expense $ (147) $ (156) $ (216) $ (247) |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2019 | |
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 are carrying out an Immediate Response Action pursuant to Massachusetts General Law Chapter 21E (the "Charlton 21E Obligations") pursuant to state law. Further, we have implemented a plan to analyze and better understand the groundwater near the Southbridge Landfill and we are investigating with the objective of identifying the source or sources of the elevated levels of contamination measured in the well samples. If it is determined that some or all of the contamination originated at the Southbridge Landfill, we will work with the Town (the Southbridge Landfill owner and the former operator of an unlined portion of the Southbridge Landfill, which was used prior to our operation of a double-lined portion of the Southbridge Landfill commencing in 2004) to evaluate and allocate the liabilities related to the Charlton 21E Obligations. In July 2016, we sent correspondence to the Town pursuant to Chapter 21E of Massachusetts General Laws 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 intend to vigorously defend the Litigation. Nevertheless, we believe it is reasonably possible that a loss will occur as a result of the Litigation although an estimate of loss cannot be reasonably provided at this time. 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 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 will issue a twenty (20) year bond for our portion of the Waterline costs (up to $5,000). We have agreed to reimburse the Town for periodic payments under such bond. Construction of the waterline is near completion and expected to be completed in the fiscal year ending December 31, 2019. We have recorded an environmental remediation liability associated with the future 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. The changes to the environmental remediation liability associated with the Southbridge Landfill are as follows: Nine Months Ended 2019 2018 Beginning balance $ 5,173 $ 5,936 Accretion expense 94 116 Obligations settled (1) (556) (612) Ending balance $ 4,711 $ 5,440 (1) Includes amounts that are being processed through accounts payable as a part of our disbursements cycle. 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 remediation work has commenced and it is expected that the majority of the remediation work will be completed in the fiscal year ending December 31, 2019. WSI is jointly and severally liable with NiMo, Alcoa and Reynolds for the total cost to remediate. We have recorded an environmental remediation liability associated with the Potsdam site based on incurred costs to date and estimated costs to complete the remediation in other accrued liabilities and other long-term liabilities. Our expenditures could be significantly higher if costs exceed estimates. We inflate the estimated costs in current dollars to the expected time of payment and discount the total cost to present value using a risk-free interest rate of 1.5%. A summary of the changes to the environmental remediation liability associated with the Potsdam environmental remediation liability follows: Nine Months Ended 2019 2018 Beginning balance $ 5,614 $ 5,758 Obligations settled (1) (1,764) (98) Ending balance $ 3,850 $ 5,660 (1) Includes amounts that are being processed through accounts payable as a part of our disbursements cycle. 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. 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 circuits were heard by the Supreme Court of the United States (“SCOTUS”). SCOTUS has granted certiorari determining that the circumstances described are sufficient for SCOTUS to hear such cases. Our motion for a stay was granted in the New Hampshire Litigation, and SCOTUS is expected to hear and rule on such cases this calendar year. In any event, we intend to continue to vigorously defend against the New Hampshire Litigation, which we believe is without merit. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 9 Months Ended |
Sep. 30, 2019 | |
Equity [Abstract] | |
STOCKHOLDERS' EQUITY | STOCKHOLDERS' EQUITY Recent Developments In the nine months ended September 30, 2019, we completed a public issuance of 3,565 shares of our Class A common stock at a public offering price of $29.50 per share. The offering resulted in net proceeds to us of $100,446, after deducting underwriting discounts and commissions and offering expenses. The net proceeds from the offering were and are to be used for general corporate purposes, including potential acquisitions or development of new operations or assets with the goal of complementing or expanding our business, working capital and capital expenditures. In the three and nine months ended September 30, 2019, we completed the unregistered sale of 59 shares of our Class A common stock at a price of $44.15 per share. The sale resulted in net proceeds to us of $2,618. The shares were previously held in escrow according to the terms of our acquisition of WSI and released to us for liquidation to offset costs associated with the environmental remediation of the WSI's Potsdam, New York site. We recorded a $2,618 reduction of goodwill in line with business combination standards in place at the time the shares held in escrow were issued. See Note 9, Commitments and Contingencies for additional disclosure. 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 September 30, 2019, there were 1,399 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 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 (1) Weighted Average Exercise Price Weighted Average Remaining Contractual Term (years) Aggregate Intrinsic Value Outstanding, December 31, 2018 669 $ 6.37 Granted — $ — Exercised (571) $ 5.88 Forfeited — $ — Outstanding, September 30, 2019 98 $ 9.20 6.1 $ 3,311 Exercisable, September 30, 2019 98 $ 9.20 6.1 $ 3,311 Stock-based compensation expense for stock options was $0 and $0 during the three and nine months ended September 30, 2019, respectively, as compared to $127 and $377 during the three and nine months ended September 30, 2018, respectively. During the three and nine months ended September 30, 2019, the aggregate intrinsic value of stock options exercised was $7,741 and $19,475, 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, 2018 686 $ 15.56 Granted 163 $ 37.14 Class A Common Stock Vested (217) $ 12.19 Forfeited (7) $ 20.48 Outstanding, September 30, 2019 625 $ 22.36 1.1 $ 12,866 Unvested, September 30, 2019 950 $ 21.90 1.0 $ 19,998 (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 325 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 $1,858 and $5,084 during the three and nine months ended September 30, 2019, respectively, as compared to $2,007 and $5,883 during the three and nine months ended September 30, 2018, respectively. During the three and nine months ended September 30, 2019, the total fair value of other stock awards vested was $43 and $7,764, respectively. As of September 30, 2019, total unrecognized stock-based compensation expense related to outstanding restricted stock and restricted stock units was $3,852, which will be recognized over a weighted average period of 1.4 years. As of September 30, 2019, maximum unrecognized stock-based compensation expense related to outstanding performance stock units, assuming the attainment of maximum performance targets, was $6,009 to be recognized over a weighted average period of 0.9 years. We also recorded $40 and $134 of stock-based compensation expense related to our Amended and Restated 1997 Employee Stock Purchase Plan during the three and nine months ended September 30, 2019, respectively, as compared to $34 and $106 during the three and nine months ended September 30, 2018, 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, 2018 $ (1,308) Other comprehensive loss before reclassifications (5,479) Amounts reclassified from accumulated other comprehensive loss 216 Income tax provision related to items of other comprehensive loss — Net current-period other comprehensive loss (5,263) Balance, September 30, 2019 $ (6,571) A summary of reclassifications out of accumulated other comprehensive loss, net of tax follows: Three Months Ended Nine Months Ended 2019 2018 2019 2018 Details About Accumulated Other Comprehensive Loss Components Amounts Reclassified Out of Accumulated Other Comprehensive Loss Affected Line Item in the Consolidated Interest rate swaps $ 147 $ 156 $ 216 $ 247 Interest expense 147 156 216 247 Income before income taxes — — — — Provision (benefit) for income taxes $ 147 $ 156 $ 216 $ 247 Net income |
EARNINGS PER SHARE
EARNINGS PER SHARE | 9 Months Ended |
Sep. 30, 2019 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | EARNINGS PER SHAREBasic earnings per share is computed by dividing the 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 Nine Months Ended 2019 2018 2019 2018 Numerator: Net income $ 12,386 $ 22,302 $ 22,587 $ 20,096 Denominators: Number of shares outstanding, end of period: Class A common stock 46,792 41,932 46,792 41,932 Class B common stock 988 988 988 988 Shares to be issued - acquisition 36 — 36 — Unvested restricted stock (9) (32) (9) (32) Effect of weighted average shares outstanding (117) (109) (778) (283) Basic weighted average common shares outstanding 47,690 42,779 47,029 42,605 Impact of potentially dilutive securities: Dilutive effect of stock options and other stock awards 671 1,396 631 1,333 Diluted weighted average common shares outstanding 48,361 44,175 47,660 43,938 Anti-dilutive potentially issuable shares 2 — 2 2 |
OTHER ITEMS AND CHARGES
OTHER ITEMS AND CHARGES | 9 Months Ended |
Sep. 30, 2019 | |
Unusual or Infrequent Items, or Both [Abstract] | |
OTHER ITEMS AND CHARGES | OTHER ITEMS AND CHARGES Multiemployer Pension Plan We make contributions to a multiemployer defined benefit pension plan, the New England Teamsters and Trucking Industry Pension Fund (the “Pension Plan”), under the terms of a collective bargaining agreement (“CBA”) that covers certain of our union represented employees. The Pension Plan provides retirement benefits to participants based on their service to contributing employers. We do not administer the Pension Plan. The risks of participating in a multiemployer pension plan are different from a single-employer pension plan in that: (i) assets contributed to the multiemployer pension plan by one employer may be used to provide benefits to employees or former employees of other participating employers; (ii) if a participating employer stops contributing to the plan, the unfunded obligations of the plan may be required to be assumed by the remaining participating employers; and (iii) if we choose to stop participating in our multiemployer Pension Plan, we may be required to pay the plan a withdrawal amount based on the underfunded status of the plan. In October 2019, we reached an agreement to withdraw from the Pension Plan by entering into Withdrawal and Re-entry Agreements with the Pension Plan. In accordance with FASB ASC 450 - Contingencies, because of our withdrawal from the Pension Plan, we recorded an obligation of $3,194 as of September 30, 2019 and a charge of $3,591 as pension withdrawal expense, offset by a $397 retroactive contribution credit recorded as cost of operations, in the three and nine months ended September 30, 2019. While the withdrawal generates a fixed yearly contingent liability for us for a period of approximately seventeen (17) years, it caps our gross payments at $4,224 significantly reducing our cash exposure from the potential $18,511 withdrawal liability as determined based on a complete withdrawal. As per the Re-entry Agreements and upon withdrawal, we will re-enter the Pension Plan with certainty from a liability perspective. We have not, however, changed the terms of our CBA with Local 170, which remains in effect until June 30, 2020. Expense from Acquisition Activities and Other Items In the three and nine months ended September 30, 2019, we recorded charges of $1,097 and $2,237, respectively, associated primarily with acquisition activities. In the three and nine months ended September 30, 2018, we recorded charges of $0 and $211, respectively, associated with the write-off of deferred costs related to the expiration of our shelf registration statement and $581 and $719, respectively, associated with acquisition activities. Southbridge Landfill Closure Charge (Settlement), Net In June 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 . Accordingly, in the three and nine months ended September 30, 2019 and 2018, we recorded charges (settlement) associated with the closure of the Southbridge Landfill as follows: Three Months Ended Nine Months Ended 2019 2018 2019 2018 Charlton settlement charge (1) $ — $ — $ — $ 1,216 Legal and other costs (2) 625 502 2,097 1,044 Recovery on insurance settlement (3) — (10,000) — (10,000) Southbridge Landfill closure charge (settlement), net $ 625 $ (9,498) $ 2,097 $ (7,740) (1) We established a reserve associated with settlement of the Town of Charlton's claim against us. See Note 9, Commitments and Contingencies for additional disclosure. (2) We incurred legal costs as well as other costs associated with various matters as part of the Southbridge Landfill closure. See Note 9, Commitments and Contingencies for additional disclosure. (3) We recorded a recovery on an environmental insurance settlement associated with the Southbridge Landfill closure. See Note 9, Commitments and Contingencies for additional disclosure. Contract Settlement Charge In the nine months ended September 30, 2018, we recorded a contract settlement charge of $2,100 associated with the termination and discounted buy-out of a commodities marketing and brokerage agreement. Development Project Charge |
FAIR VALUE OF FINANCIAL INSTRUM
FAIR VALUE OF FINANCIAL INSTRUMENTS | 9 Months Ended |
Sep. 30, 2019 | |
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 September 30, 2019 Using: Quoted Prices in Significant Other Significant Assets: Restricted investment securities - landfill closure $ 1,410 $ — $ — Liabilities: Interest rate swaps $ — $ 6,084 $ — Fair Value Measurement at December 31, 2018 Using: Quoted Prices in Significant Other Significant Assets: Restricted investment securities - landfill closure $ 1,248 $ — $ — Interest rate swaps — 820 — $ 1,248 $ 820 $ — Liabilities: Interest rate swaps $ — $ 1,942 $ — Fair Value of Debt As of September 30, 2019, 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 $131,557 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 September 30, 2019, the carrying value of our Term Loan Facility was $350,000 and the carrying value of our Revolving Credit Facility was $43,400. Their fair values are based on current borrowing rates for similar types of borrowing arrangements, or Level 2 inputs, and approximate their carrying values. |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXESDuring the nine months ended September 30, 2019, we recognized a $(2,137) deferred tax benefit due to a reduction of the valuation allowance. In determining the need for a valuation allowance, we have assessed the available means of recovering deferred tax assets, including the existence of reversing temporary differences. The valuation allowance decreased due to the recognition of additional reversing temporary differences from the $2,137 deferred tax liability recorded through goodwill related to an acquisition of a company in May 2019. The $2,137 deferred tax liability related to the acquisition was based on the impact of temporary differences between the amounts of assets and liabilities recognized for financial reporting purposes and such amounts recognized for income tax purposes. During the three months ended September 30, 2019, we recognized a $(297) deferred tax benefit due to a reduction of the deferred tax liability related to indefinite lived assets. During the quarter, the financial statement value of indefinite lived goodwill was reduced as a result of a settlement of an acquisition contingency that pre-dated the effective date of ASC 805, which resulted in a reduction of the related deferred tax liability. |
SEGMENT REPORTING
SEGMENT REPORTING | 9 Months Ended |
Sep. 30, 2019 | |
Segment Reporting [Abstract] | |
SEGMENT REPORTING | SEGMENT REPORTING We report selected information about operating segments in a manner consistent with that used for internal management reporting. We classify our solid waste operations on a geographic basis through regional operating segments, our Western and Eastern regions. Revenues associated with our solid waste operations are derived mainly from solid waste collection and disposal, landfill, landfill gas-to-energy, transfer and recycling services in the northeastern United States. Our revenues in the Recycling segment are derived from municipalities and customers in the form of processing fees, tipping fees and commodity sales. Organics services, ancillary operations, along with major account and industrial services are included in our Other segment. Three Months Ended September 30, 2019 Segment Outside Inter-company Depreciation and Operating Total Eastern $ 59,675 $ 15,156 $ 6,386 $ 2,121 $ 209,123 Western 92,871 26,645 12,620 15,148 596,765 Recycling 10,726 2,486 1,028 145 57,216 Other 35,275 718 906 1,071 72,676 Eliminations — (45,005) — — — $ 198,547 $ — $ 20,940 $ 18,485 $ 935,780 Three Months Ended September 30, 2018 Segment Outside Inter-company Depreciation and Operating Total Eastern $ 56,006 $ 14,557 $ 7,267 $ 15,222 $ 180,896 Western 74,425 20,578 8,844 13,927 402,931 Recycling 10,877 1,773 1,131 (516) 48,995 Other 31,524 455 960 251 70,026 Eliminations — (37,363) — — — $ 172,832 $ — $ 18,202 $ 28,884 $ 702,848 Nine Months Ended September 30, 2019 Segment Outside Inter-company Depreciation and Operating Total assets Eastern $ 163,748 $ 40,606 $ 18,014 $ 5,722 $ 209,123 Western 251,860 70,960 34,279 30,849 596,765 Recycling 32,006 6,820 2,975 (1,010) 57,216 Other 102,056 1,911 2,876 2,910 72,676 Eliminations — (120,297) — — — Total $ 549,670 $ — $ 58,144 $ 38,471 $ 935,780 Nine Months Ended September 30, 2018 Segment Outside Inter-company Depreciation and Operating Total assets Eastern $ 154,099 $ 40,432 $ 20,276 $ 17,675 $ 180,896 Western 210,208 59,898 25,226 33,104 402,931 Recycling 30,634 4,697 3,228 (7,933) 48,995 Other 90,995 1,374 2,842 2,025 70,026 Eliminations — (106,401) — — — Total $ 485,936 $ — $ 51,572 $ 44,871 $ 702,848 A summary of our revenues attributable to services provided follows: Three Months Ended Nine Months Ended 2019 2018 2019 2018 Collection $ 98,966 $ 79,611 $ 274,111 $ 220,650 Disposal 50,552 48,737 134,746 136,217 Power generation 808 920 2,655 4,014 Processing 2,640 2,079 5,426 5,847 Solid waste operations 152,966 131,347 416,938 366,728 Organics 14,166 13,413 42,668 40,259 Customer solutions 20,689 17,195 58,058 48,315 Recycling 10,726 10,877 32,006 30,634 Total revenues $ 198,547 $ 172,832 $ 549,670 $ 485,936 |
ACCOUNTING CHANGES (Policies)
ACCOUNTING CHANGES (Policies) | 9 Months Ended |
Sep. 30, 2019 | |
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. We manage our solid waste operations on a geographic basis through two regional operating segments, the Eastern and Western regions, each of which provides a full range of solid waste services, and our larger-scale recycling and commodity brokerage operations through our Recycling segment. Organics services, ancillary operations, along with major account and industrial services are included in our Other segment. 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, 2018, which was filed with the SEC on February 22, 2019. |
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 nine months ended September 30, 2019 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, 2018. |
Subsequent Events | We have evaluated subsequent events or transactions that have occurred after the consolidated balance sheet date of September 30, 2019 through the date of filing of the consolidated financial statements with the SEC on this Quarterly Report on Form 10-Q. We have determined that, except as disclosed, there are no subsequent events that require disclosure in this Quarterly Report on Form 10-Q. |
Accounting Standards that are Adopted and Pending Adoption | Standard Description Effect on the Financial Statements or Other Accounting standards adopted effective January 1, 2019 ASU No. 2016-02, as amended through March 2019: Leases ( Topic 842 ) Requires that a lessee recognize at the commencement date: a lease liability, which is the obligation of the lessee to make lease payments arising from a lease, measured on a discounted basis; and a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. We adopted the guidance using the prospective optional transition method effective January 1, 2019, which allowed us to elect not to restate comparative periods and, if applicable, to recognize the effects of applying this guidance as a cumulative-effect adjustment to retained earnings as of January 1, 2019. We did not recognize a cumulative effect adjustment to retained earnings upon implementation. Upon adopting this guidance, we recognized a right-of-use asset and lease liability for leases classified as operating leases with a term in excess of 12 months in our consolidated balance sheet. We also prospectively reclassified landfill operating lease payments, along with related accumulated depreciation, that were previously capitalized as property, plant and equipment to operating lease right-of-use assets. Accordingly, the related cash outlays, which were historically considered cash flows from investing activities, were prospectively reclassified as cash flows from operating activities in accordance with Topic 842. With the assistance of third-party resources, we designed internal controls over the adoption of this guidance and implemented a third-party enterprise lease management software solution. In conjunction with the implementation, we modified our lease policy and internal business processes to effectively manage and account for leases, and to support recognition and disclosure requirements under the new standard. The adoption of this guidance did not have a material impact on the accounting for our finance leases. This guidance required additional disclosure over leases in order to comply with the new lease standard. See Note 5, Leases 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. 2017-04: Intangibles - Goodwill and Other ( Topic 350 ) Requires that when an entity is performing its annual, or interim, goodwill impairment test, it should compare the fair value of the reporting unit with its carrying amount when calculating its impairment charge, noting that the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. Additionally, if applicable, an entity should consider income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when calculating its impairment charge. As of December 31, 2018, we did not record a goodwill impairment charge related to our annual goodwill impairment test because at that time the fair value of each reporting unit exceeded its respective carrying value. Upon adoption, if the carrying value of any of these reporting units exceeds the fair value when we perform a goodwill impairment test, we would record an impairment charge equal to the amount by which the carrying value exceeds its fair value. This guidance is effective January 1, 2020 with early adoption permitted for interim or annual goodwill impairment tests performed after January 1, 2017. |
Revenue Recognition | 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 $1,027 and $3,474 in the three and nine months ended September 30, 2019, respectively, and $1,648 and $4,732 in the three and nine months ended September 30, 2018, 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. These payments were previously recorded as a cost of operations. We did not record any revenues in the three and nine months ended September 30, 2019 and September 30, 2018 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 $90,291 and $73,500 as of September 30, 2019 and December 31, 2018, 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. |
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 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 on a units-of-consumption basis as airspace is utilized (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. As a part of the implementation of Topic 842 , we elected to adopt the practical expedient package and to not elect the hindsight practical expedient in determining lease term. The practical expedient package allowed us to: 1) not reassess lease classification for existing leases; 2) not reassess whether a contract contains a lease for existing contracts; and 3) not reassess initial direct costs for existing leases. Accordingly, we retained the operating lease and finance lease classifications in all periods presented and did not alter Topic 840 accounting over operating leases in place at transition allowing us to use historical minimum rental payments when determining the right-of-use asset and lease liability for existing operating leases. Upon adopting this guidance, we recognized a right-of-use asset and a lease liability for core leases classified as operating leases with a term in excess of 12 months in our consolidated balance sheet. For other non-core operating leases, which is comprised of small-dollar-value items such as office equipment, we continued to expense these costs in the period incurred rather than capitalizing such expenditures on our consolidated balance sheet. Accounting for finance leases was not impacted by the adoption of this guidance. Under Topic 842 , we identify lease and nonlease components in a contract to which consideration in the contract will be allocated. As an election, we may elect by class of underlying asset to choose not to separate nonlease components from lease components and instead account for each separate lease component and the nonlease components in a contract as part of the single lease component. We have elected to not separate lease components from nonlease components for property leases and are, therefore, not allocating consideration between lease and nonlease components for this asset class. Lease payments include: fixed payments, including in-substance fixed payments, less any lease incentives paid or payable to the lessee; variable lease payments that depend on an index or a rate; exercise price of a purchase option reasonably certain to be exercised; penalties for terminating a lease; and amounts where it is probable that we will owe under a residual value guarantee. Refundable deposits are not considered to be a fixed payment. Variable lease costs that are not based on an index or a rate are recorded to expense in the period incurred. Lease term is determined at lease commencement, and includes any noncancellable period for which we have the right to use the underlying asset together with any periods covered by an option to extend or terminate the lease if we are reasonably certain to exercise the option to extend or not to exercise the option to terminate. The initial determination of a lease liability is calculated as the net present value of the lease payments not yet paid. The discount rate used to determine present value is the rate implicit in the lease, if present, or, if not present, our incremental borrowing rate, which is a rate that reflects interest that we would have to pay to borrow funds on a collateralized basis over a similar term to the lease and in a similar economic environment. For shorter term leases, such as vehicle and equipment leases, we calculate our incremental borrowing rate using the interest rate from our existing secured line of credit, adjusted based on term. For longer term leases, such as our landfill operating leases, we calculate our incremental borrowing rate based on an industry yield curve with a similar credit rating, adjusted by a company specific spread as determined by a third-party. |
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. |
Commitments and Contingencies | In the ordinary course of our business and as a result of the extensive governmental regulation of the solid waste industry, we are subject to various judicial and administrative proceedings involving state and local agencies. In these proceedings, an agency may seek to impose fines or to revoke or deny renewal of an operating permit held by us. From time to time, we may also be subject to actions brought by special interest or other groups, adjacent landowners or residents in connection with the permitting and licensing of landfills and transfer stations, or allegations of environmental damage or violations of the permits and licenses pursuant to which we operate. In addition, we may be named defendants in various claims and suits pending for alleged damages to persons and property, alleged violations of certain laws and alleged liabilities arising out of matters occurring during the ordinary operation of a waste management business. In accordance with FASB ASC 450 - Contingencies, we accrue for legal proceedings, inclusive of legal costs, when losses become probable and reasonably estimable. As of the end of each applicable reporting period, we review each of our legal proceedings to determine whether it is probable, reasonably possible or remote that a liability has been incurred and, if it is at least reasonably possible, whether a range of loss can be reasonably estimated under the provisions of FASB ASC 450-20. In instances where we determine that a loss is probable and we can reasonably estimate a range of loss we may incur with respect to such a matter, we record an accrual for the amount within the range that constitutes our best estimate of the possible loss. If we are able to reasonably estimate a range, but no amount within the range appears to be a better estimate than any other, we record an accrual in the amount that is the low end of such range. When a loss is reasonably possible, but not probable, we will not record an accrual, but we will disclose our estimate of the possible range of loss where such estimate can be made in accordance with FASB ASC 450-20. |
Fair Value of Financial Instruments | We use a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to their initial measurement. These tiers include: Level 1, defined as quoted market prices in active markets for identical assets or liabilities; Level 2, defined as inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; and Level 3, defined as unobservable inputs that are not corroborated by market data. We use valuation techniques that maximize the use of market prices and observable inputs and minimize the use of unobservable inputs. In measuring the fair value of our financial assets and liabilities, we rely on market data or assumptions that we believe market participants would use in pricing an asset or a liability. Assets and Liabilities Accounted for at Fair Value |
Segment Reporting | We report selected information about operating segments in a manner consistent with that used for internal management reporting. We classify our solid waste operations on a geographic basis through regional operating segments, our Western and Eastern regions. Revenues associated with our solid waste operations are derived mainly from solid waste collection and disposal, landfill, landfill gas-to-energy, transfer and recycling services in the northeastern United States. Our revenues in the Recycling segment are derived from municipalities and customers in the form of processing fees, tipping fees and commodity sales. |
ACCOUNTING CHANGES (Tables)
ACCOUNTING CHANGES (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
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, 2019 ASU No. 2016-02, as amended through March 2019: Leases ( Topic 842 ) Requires that a lessee recognize at the commencement date: a lease liability, which is the obligation of the lessee to make lease payments arising from a lease, measured on a discounted basis; and a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. We adopted the guidance using the prospective optional transition method effective January 1, 2019, which allowed us to elect not to restate comparative periods and, if applicable, to recognize the effects of applying this guidance as a cumulative-effect adjustment to retained earnings as of January 1, 2019. We did not recognize a cumulative effect adjustment to retained earnings upon implementation. Upon adopting this guidance, we recognized a right-of-use asset and lease liability for leases classified as operating leases with a term in excess of 12 months in our consolidated balance sheet. We also prospectively reclassified landfill operating lease payments, along with related accumulated depreciation, that were previously capitalized as property, plant and equipment to operating lease right-of-use assets. Accordingly, the related cash outlays, which were historically considered cash flows from investing activities, were prospectively reclassified as cash flows from operating activities in accordance with Topic 842. With the assistance of third-party resources, we designed internal controls over the adoption of this guidance and implemented a third-party enterprise lease management software solution. In conjunction with the implementation, we modified our lease policy and internal business processes to effectively manage and account for leases, and to support recognition and disclosure requirements under the new standard. The adoption of this guidance did not have a material impact on the accounting for our finance leases. This guidance required additional disclosure over leases in order to comply with the new lease standard. See Note 5, Leases 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. 2017-04: Intangibles - Goodwill and Other ( Topic 350 ) Requires that when an entity is performing its annual, or interim, goodwill impairment test, it should compare the fair value of the reporting unit with its carrying amount when calculating its impairment charge, noting that the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. Additionally, if applicable, an entity should consider income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when calculating its impairment charge. As of December 31, 2018, we did not record a goodwill impairment charge related to our annual goodwill impairment test because at that time the fair value of each reporting unit exceeded its respective carrying value. Upon adoption, if the carrying value of any of these reporting units exceeds the fair value when we perform a goodwill impairment test, we would record an impairment charge equal to the amount by which the carrying value exceeds its fair value. This guidance is effective January 1, 2020 with early adoption permitted for interim or annual goodwill impairment tests performed after January 1, 2017. |
REVENUE RECOGNITION (Tables)
REVENUE RECOGNITION (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
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 nine months ended September 30, 2019 and 2018 follows: Three Months Ended September 30, 2019 Eastern Western Recycling Other Total Revenues Collection $ 41,868 $ 59,323 $ — $ — $ 101,191 Landfill 5,414 20,018 — — 25,432 Transfer 12,247 9,694 — — 21,941 Customer solutions — — — 20,689 20,689 Recycling 4 461 10,726 — 11,191 Organics — — — 14,166 14,166 Transportation — 2,709 — 420 3,129 Landfill gas-to-energy 142 666 — — 808 Total revenues $ 59,675 $ 92,871 $ 10,726 $ 35,275 $ 198,547 Transferred at a point-in-time $ 36 $ 186 $ 4,592 $ 1,156 $ 5,970 Transferred over time 59,639 92,685 6,134 34,119 192,577 Total revenues $ 59,675 $ 92,871 $ 10,726 $ 35,275 $ 198,547 Three Months Ended September 30, 2018 Eastern Western Recycling Other Total Revenues Collection $ 36,392 $ 44,452 $ — $ — $ 80,844 Landfill 8,336 18,764 — — 27,100 Transfer 11,001 7,290 — — 18,291 Customer solutions — — — 17,195 17,195 Recycling 5 875 10,877 — 11,757 Organics — — — 13,413 13,413 Transportation — 2,396 — 916 3,312 Landfill gas-to-energy 272 648 — — 920 Total revenues $ 56,006 $ 74,425 $ 10,877 $ 31,524 $ 172,832 Transferred at a point-in-time $ 128 $ 233 $ 7,436 $ 1,138 $ 8,935 Transferred over time 55,878 74,192 3,441 30,386 163,897 Total revenues $ 56,006 $ 74,425 $ 10,877 $ 31,524 $ 172,832 Nine Months Ended September 30, 2019 Eastern Western Recycling Other Total Revenues Collection $ 115,363 $ 163,070 $ — $ — $ 278,433 Landfill 14,558 54,341 — — 68,899 Transfer 33,157 23,566 — — 56,723 Customer solutions — — — 58,058 58,058 Recycling 5 1,243 32,006 — 33,254 Organics — — — 42,668 42,668 Transportation — 7,650 — 1,330 8,980 Landfill gas-to-energy 665 1,990 — — 2,655 Total revenues $ 163,748 $ 251,860 $ 32,006 $ 102,056 $ 549,670 Transferred at a point-in-time $ 123 $ 673 $ 15,768 $ 2,877 $ 19,441 Transferred over time 163,625 251,187 16,238 99,179 530,229 Total revenues $ 163,748 $ 251,860 $ 32,006 $ 102,056 $ 549,670 Nine Months Ended September 30, 2018 Eastern Western Recycling Other Total Revenues Collection $ 101,544 $ 121,804 $ — $ — $ 223,348 Landfill 22,179 49,504 — — 71,683 Transfer 29,305 20,907 — — 50,212 Customer solutions — — — 48,315 48,315 Recycling — 3,271 30,634 — 33,905 Organics — — — 40,259 40,259 Transportation — 11,779 — 2,421 14,200 Landfill gas-to-energy 1,071 2,943 — — 4,014 Total revenues $ 154,099 $ 210,208 $ 30,634 $ 90,995 $ 485,936 Transferred at a point-in-time $ 500 $ 847 $ 20,311 $ 3,219 $ 24,877 Transferred over time 153,599 209,361 10,323 87,776 461,059 Total revenues $ 154,099 $ 210,208 $ 30,634 $ 90,995 $ 485,936 |
BUSINESS COMBINATIONS (Tables)
BUSINESS COMBINATIONS (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
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: Nine Months Ended 2019 2018 Purchase Price: Cash used in acquisitions, net of cash acquired $ 71,038 $ 57,824 Notes payable 2,714 — Common stock — 4,258 Other non-cash consideration 5,470 — Contingent consideration and holdbacks 1,755 4,996 Total 80,977 67,078 Allocated as follows: Current assets 1,935 2,968 Other non-current assets 367 — Land 2,487 — Buildings 5,422 7,539 Equipment 20,592 11,520 Intangible assets 31,171 20,300 Other liabilities, net (3,040) (2,443) Deferred tax liability (2,137) (1,230) Fair value of assets acquired and liabilities assumed 56,797 38,654 Excess purchase price allocated to goodwill $ 24,180 $ 28,424 |
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, 2018 is as follows: Three Months Ended Nine Months Ended 2019 2018 2019 2018 Revenues $ 204,293 $ 196,686 $ 579,390 $ 561,912 Operating income $ 19,369 $ 31,505 $ 42,321 $ 53,051 Net income $ 12,905 $ 23,794 $ 24,810 $ 24,745 Basic earnings per share attributable to common stockholders: Weighted average common shares outstanding 47,690 42,779 47,029 42,605 Basic earnings per common share $ 0.27 $ 0.56 $ 0.53 $ 0.58 Diluted earnings per share attributable to common stockholders: Weighted average shares outstanding 48,361 44,175 47,660 43,938 Diluted earnings per common share $ 0.27 $ 0.54 $ 0.52 $ 0.56 |
LEASES (Tables)
LEASES (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Leases [Abstract] | |
Schedule of Lease Costs and Other Lease Information | A schedule of lease costs and other lease information follows: Three Months Ended Nine Months Ended Lease cost: Amortization of right-of-use assets $ 593 $ 1,505 Interest expense 213 555 Fixed lease cost - vehicles, equipment and property 2,351 7,271 Fixed lease cost - landfill operating leases 1,957 5,580 Fixed lease cost 4,308 12,851 Short-term lease cost 853 2,261 Variable lease cost 329 712 Total lease cost $ 6,296 $ 17,884 Other information: Cash paid for amounts included in the measurement of lease liabilities: Financing cash flows for finance leases $ 666 $ 1,870 Operating cash flows for operating leases $ 2,963 $ 9,837 Right-of-use assets obtained in exchange for new finance lease liabilities $ — $ 6,857 Right-of-use assets obtained in exchange for new operating lease liabilities $ 831 $ 1,419 September 30, Weighted-average remaining lease term - finance leases (years) 6.7 Weighted-average remaining lease term - operating leases (years) 12.0 Weighted-average discount rate - finance leases 5.2 % Weighted-average discount rate - operating leases 5.2 % |
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, 2019 $ 3,792 $ 799 Fiscal year ending December 31, 2020 13,218 3,872 Fiscal year ending December 31, 2021 10,870 3,336 Fiscal year ending December 31, 2022 8,494 2,740 Fiscal year ending December 31, 2023 6,652 2,572 Thereafter 69,323 6,924 Total lease payments 112,349 20,243 Less: interest expense (30,857) (3,733) Lease liability balance $ 81,492 $ 16,510 |
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, 2019 $ 3,792 $ 799 Fiscal year ending December 31, 2020 13,218 3,872 Fiscal year ending December 31, 2021 10,870 3,336 Fiscal year ending December 31, 2022 8,494 2,740 Fiscal year ending December 31, 2023 6,652 2,572 Thereafter 69,323 6,924 Total lease payments 112,349 20,243 Less: interest expense (30,857) (3,733) Lease liability balance $ 81,492 $ 16,510 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
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 Other (1) September 30, Eastern region $ 28,154 $ 2,566 $ — $ 30,720 Western region 120,536 21,614 (2,619) 139,531 Recycling 12,315 — — 12,315 Other 1,729 — — 1,729 Total $ 162,734 $ 24,180 $ (2,619) $ 184,295 (1) Relates to the unregistered sale of Class A common stock that was previously held in escrow and released to us for liquidation . See Note 10, Stockholders' Equity for additional disclosure. |
Summary of Intangible Assets by Intangible Asset Type | A summary of intangible assets by intangible asset type follows: Covenants Client Lists Total Balance, September 30, 2019 Intangible assets $ 26,162 $ 71,122 $ 97,284 Less accumulated amortization (18,575) (17,726) (36,301) $ 7,587 $ 53,396 $ 60,983 Covenants Client Lists Total Balance, December 31, 2018 Intangible assets $ 21,750 $ 44,363 $ 66,113 Less accumulated amortization (17,584) (13,762) (31,346) $ 4,166 $ 30,601 $ 34,767 |
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, 2018 and thereafter follows: Estimated Future Amortization Expense as of September 30, 2019 Fiscal year ending December 31, 2019 $ 2,264 Fiscal year ending December 31, 2020 $ 8,222 Fiscal year ending December 31, 2021 $ 6,826 Fiscal year ending December 31, 2022 $ 6,188 Fiscal year ending December 31, 2023 $ 5,993 Thereafter $ 31,490 |
ACCRUED FINAL CAPPING, CLOSUR_2
ACCRUED FINAL CAPPING, CLOSURE AND POST CLOSURE (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
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: Nine Months Ended 2019 2018 Beginning balance $ 73,075 $ 62,290 Obligations incurred 1,901 2,874 Revision in estimates (1) — 1,492 Accretion expense 4,742 4,175 Obligations settled (2) (7,099) (2,310) Ending balance $ 72,619 $ 68,521 (1) Relates to changes in estimates and assumptions associated with anticipated costs of future final capping, closure and post-closure activities at the Town of Southbridge, Massachusetts landfill. See Note 9, Commitments and Contingencies and Note 12, Other Items and Charges for additional disclosure regarding the matter. (2) Includes amounts that are being processed through accounts payable as a part of our disbursements cycle. |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Debt And Derivatives Disclosure [Abstract] | |
Summary of Long-term Debt and Finance Leases by Debt Instrument | A summary of long-term debt and finance leases by debt instrument follows: September 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% $ 43,400 $ 69,600 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 3.75% 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 September 2019; bore interest at 4.00% 11,000 11,000 Other: Finance leases maturing through December 2107; bearing interest at a weighted average of 5.2% 16,510 11,248 Notes payable maturing through June 2027; bearing interest at a weighted average of 3.5% 4,862 2,401 Principal amount of long-term debt and finance leases 536,772 555,249 Less—unamortized debt issuance costs (1) 9,226 10,950 Long-term debt and finance leases less unamortized debt issuance costs 527,546 544,299 Less—current maturities of long-term debt and finance leases 3,571 2,298 $ 523,975 $ 542,001 (1) A summary of unamortized debt issuance costs by debt instrument follows: September 30, December 31, Revolving Credit Facility and Term Loan Facility (collectively, the "Credit Facility") $ 5,889 $ 7,118 New York Bonds 2014 707 847 New York Bonds 2014R-2 405 450 FAME Bonds 2005R-3 453 517 FAME Bonds 2015R-1 569 622 FAME Bonds 2015R-2 436 493 Vermont Bonds 554 595 New Hampshire Bonds 213 308 $ 9,226 $ 10,950 |
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 September 30, December 31, Interest rate swaps Other current assets $ — $ 338 Interest rate swaps Other non-current assets — 482 $ — $ 820 Interest rate swaps Other accrued liabilities $ 1,686 $ 387 Interest rate swaps Other long-term liabilities 4,398 1,555 $ 6,084 $ 1,942 Interest rate swaps Accumulated other comprehensive loss $ (6,459) $ (1,196) Interest rate swaps - tax provision Accumulated other comprehensive loss (112) (112) $ (6,571) $ (1,308) A summary of the amount of expense on cash flow hedging relationships related to interest rate swaps reclassified from accumulated other comprehensive income (loss) into earnings follows: Three Months Ended Nine Months Ended 2019 2018 2019 2018 Statement of Operations Location (Expense) Income (Expense) Income Interest expense $ (147) $ (156) $ (216) $ (247) |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Southbridge Landfill | |
Site Contingency [Line Items] | |
Summary of Environmental Liability | The changes to the environmental remediation liability associated with the Southbridge Landfill are as follows: Nine Months Ended 2019 2018 Beginning balance $ 5,173 $ 5,936 Accretion expense 94 116 Obligations settled (1) (556) (612) Ending balance $ 4,711 $ 5,440 (1) Includes amounts that are being processed through accounts payable as a part of our disbursements cycle. |
Potsdam Environmental Remediation | |
Site Contingency [Line Items] | |
Summary of Environmental Liability | A summary of the changes to the environmental remediation liability associated with the Potsdam environmental remediation liability follows: Nine Months Ended 2019 2018 Beginning balance $ 5,614 $ 5,758 Obligations settled (1) (1,764) (98) Ending balance $ 3,850 $ 5,660 (1) Includes amounts that are being processed through accounts payable as a part of our disbursements cycle. |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Equity [Abstract] | |
Summary of Stock Option Activity | A summary of stock option activity follows: Stock Options (1) Weighted Average Exercise Price Weighted Average Remaining Contractual Term (years) Aggregate Intrinsic Value Outstanding, December 31, 2018 669 $ 6.37 Granted — $ — Exercised (571) $ 5.88 Forfeited — $ — Outstanding, September 30, 2019 98 $ 9.20 6.1 $ 3,311 Exercisable, September 30, 2019 98 $ 9.20 6.1 $ 3,311 |
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, 2018 686 $ 15.56 Granted 163 $ 37.14 Class A Common Stock Vested (217) $ 12.19 Forfeited (7) $ 20.48 Outstanding, September 30, 2019 625 $ 22.36 1.1 $ 12,866 Unvested, September 30, 2019 950 $ 21.90 1.0 $ 19,998 (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 325 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, 2018 $ (1,308) Other comprehensive loss before reclassifications (5,479) Amounts reclassified from accumulated other comprehensive loss 216 Income tax provision related to items of other comprehensive loss — Net current-period other comprehensive loss (5,263) Balance, September 30, 2019 $ (6,571) |
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 Nine Months Ended 2019 2018 2019 2018 Details About Accumulated Other Comprehensive Loss Components Amounts Reclassified Out of Accumulated Other Comprehensive Loss Affected Line Item in the Consolidated Interest rate swaps $ 147 $ 156 $ 216 $ 247 Interest expense 147 156 216 247 Income before income taxes — — — — Provision (benefit) for income taxes $ 147 $ 156 $ 216 $ 247 Net income |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Earnings Per Share [Abstract] | |
Summary of Numerator and Denominators Used in Computation of Earnings per Share | A summary of the numerator and denominators used in the computation of earnings per share follows: Three Months Ended Nine Months Ended 2019 2018 2019 2018 Numerator: Net income $ 12,386 $ 22,302 $ 22,587 $ 20,096 Denominators: Number of shares outstanding, end of period: Class A common stock 46,792 41,932 46,792 41,932 Class B common stock 988 988 988 988 Shares to be issued - acquisition 36 — 36 — Unvested restricted stock (9) (32) (9) (32) Effect of weighted average shares outstanding (117) (109) (778) (283) Basic weighted average common shares outstanding 47,690 42,779 47,029 42,605 Impact of potentially dilutive securities: Dilutive effect of stock options and other stock awards 671 1,396 631 1,333 Diluted weighted average common shares outstanding 48,361 44,175 47,660 43,938 Anti-dilutive potentially issuable shares 2 — 2 2 |
OTHER ITEMS AND CHARGES (Tables
OTHER ITEMS AND CHARGES (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Unusual or Infrequent Items, or Both [Abstract] | |
Summary of Environmental Exit Costs by Cost | In June 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 . Accordingly, in the three and nine months ended September 30, 2019 and 2018, we recorded charges (settlement) associated with the closure of the Southbridge Landfill as follows: Three Months Ended Nine Months Ended 2019 2018 2019 2018 Charlton settlement charge (1) $ — $ — $ — $ 1,216 Legal and other costs (2) 625 502 2,097 1,044 Recovery on insurance settlement (3) — (10,000) — (10,000) Southbridge Landfill closure charge (settlement), net $ 625 $ (9,498) $ 2,097 $ (7,740) (1) We established a reserve associated with settlement of the Town of Charlton's claim against us. See Note 9, Commitments and Contingencies for additional disclosure. (2) We incurred legal costs as well as other costs associated with various matters as part of the Southbridge Landfill closure. See Note 9, Commitments and Contingencies for additional disclosure. (3) We recorded a recovery on an environmental insurance settlement associated with the Southbridge Landfill closure. See Note 9, Commitments and Contingencies for additional disclosure. |
FAIR VALUE OF FINANCIAL INSTR_2
FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
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 September 30, 2019 Using: Quoted Prices in Significant Other Significant Assets: Restricted investment securities - landfill closure $ 1,410 $ — $ — Liabilities: Interest rate swaps $ — $ 6,084 $ — Fair Value Measurement at December 31, 2018 Using: Quoted Prices in Significant Other Significant Assets: Restricted investment securities - landfill closure $ 1,248 $ — $ — Interest rate swaps — 820 — $ 1,248 $ 820 $ — Liabilities: Interest rate swaps $ — $ 1,942 $ — |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Segment Reporting [Abstract] | |
Summary of Segment Reporting Information by Segment | Three Months Ended September 30, 2019 Segment Outside Inter-company Depreciation and Operating Total Eastern $ 59,675 $ 15,156 $ 6,386 $ 2,121 $ 209,123 Western 92,871 26,645 12,620 15,148 596,765 Recycling 10,726 2,486 1,028 145 57,216 Other 35,275 718 906 1,071 72,676 Eliminations — (45,005) — — — $ 198,547 $ — $ 20,940 $ 18,485 $ 935,780 Three Months Ended September 30, 2018 Segment Outside Inter-company Depreciation and Operating Total Eastern $ 56,006 $ 14,557 $ 7,267 $ 15,222 $ 180,896 Western 74,425 20,578 8,844 13,927 402,931 Recycling 10,877 1,773 1,131 (516) 48,995 Other 31,524 455 960 251 70,026 Eliminations — (37,363) — — — $ 172,832 $ — $ 18,202 $ 28,884 $ 702,848 Nine Months Ended September 30, 2019 Segment Outside Inter-company Depreciation and Operating Total assets Eastern $ 163,748 $ 40,606 $ 18,014 $ 5,722 $ 209,123 Western 251,860 70,960 34,279 30,849 596,765 Recycling 32,006 6,820 2,975 (1,010) 57,216 Other 102,056 1,911 2,876 2,910 72,676 Eliminations — (120,297) — — — Total $ 549,670 $ — $ 58,144 $ 38,471 $ 935,780 Nine Months Ended September 30, 2018 Segment Outside Inter-company Depreciation and Operating Total assets Eastern $ 154,099 $ 40,432 $ 20,276 $ 17,675 $ 180,896 Western 210,208 59,898 25,226 33,104 402,931 Recycling 30,634 4,697 3,228 (7,933) 48,995 Other 90,995 1,374 2,842 2,025 70,026 Eliminations — (106,401) — — — Total $ 485,936 $ — $ 51,572 $ 44,871 $ 702,848 |
Summary of Revenue Attributable to Services | A summary of our revenues attributable to services provided follows: Three Months Ended Nine Months Ended 2019 2018 2019 2018 Collection $ 98,966 $ 79,611 $ 274,111 $ 220,650 Disposal 50,552 48,737 134,746 136,217 Power generation 808 920 2,655 4,014 Processing 2,640 2,079 5,426 5,847 Solid waste operations 152,966 131,347 416,938 366,728 Organics 14,166 13,413 42,668 40,259 Customer solutions 20,689 17,195 58,058 48,315 Recycling 10,726 10,877 32,006 30,634 Total revenues $ 198,547 $ 172,832 $ 549,670 $ 485,936 |
BASIS OF PRESENTATION (Details)
BASIS OF PRESENTATION (Details) | 9 Months Ended |
Sep. 30, 2019regional_operating_segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of regional operating segments | 2 |
REVENUE RECOGNITION - Disaggreg
REVENUE RECOGNITION - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenues | $ 198,547 | $ 172,832 | $ 549,670 | $ 485,936 |
Transferred at a point-in-time | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 5,970 | 8,935 | 19,441 | 24,877 |
Transferred over time | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 192,577 | 163,897 | 530,229 | 461,059 |
Collection | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 101,191 | 80,844 | 278,433 | 223,348 |
Landfill | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 25,432 | 27,100 | 68,899 | 71,683 |
Transfer | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 21,941 | 18,291 | 56,723 | 50,212 |
Customer solutions | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 20,689 | 17,195 | 58,058 | 48,315 |
Recycling | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 11,191 | 11,757 | 33,254 | 33,905 |
Organics | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 14,166 | 13,413 | 42,668 | 40,259 |
Transportation | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 3,129 | 3,312 | 8,980 | 14,200 |
Landfill gas-to-energy | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 808 | 920 | 2,655 | 4,014 |
Eastern | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 59,675 | 56,006 | 163,748 | 154,099 |
Eastern | Transferred at a point-in-time | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 36 | 128 | 123 | 500 |
Eastern | Transferred over time | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 59,639 | 55,878 | 163,625 | 153,599 |
Eastern | Collection | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 41,868 | 36,392 | 115,363 | 101,544 |
Eastern | Landfill | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 5,414 | 8,336 | 14,558 | 22,179 |
Eastern | Transfer | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 12,247 | 11,001 | 33,157 | 29,305 |
Eastern | Customer solutions | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 0 | 0 | 0 | 0 |
Eastern | Recycling | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 4 | 5 | 5 | 0 |
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 | 142 | 272 | 665 | 1,071 |
Western | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 92,871 | 74,425 | 251,860 | 210,208 |
Western | Transferred at a point-in-time | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 186 | 233 | 673 | 847 |
Western | Transferred over time | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 92,685 | 74,192 | 251,187 | 209,361 |
Western | Collection | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 59,323 | 44,452 | 163,070 | 121,804 |
Western | Landfill | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 20,018 | 18,764 | 54,341 | 49,504 |
Western | Transfer | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 9,694 | 7,290 | 23,566 | 20,907 |
Western | Customer solutions | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 0 | 0 | 0 | 0 |
Western | Recycling | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 461 | 875 | 1,243 | 3,271 |
Western | Organics | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 0 | 0 | 0 | 0 |
Western | Transportation | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 2,709 | 2,396 | 7,650 | 11,779 |
Western | Landfill gas-to-energy | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 666 | 648 | 1,990 | 2,943 |
Recycling | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 10,726 | 10,877 | 32,006 | 30,634 |
Recycling | Transferred at a point-in-time | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 4,592 | 7,436 | 15,768 | 20,311 |
Recycling | Transferred over time | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 6,134 | 3,441 | 16,238 | 10,323 |
Recycling | Collection | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 0 | 0 | 0 | 0 |
Recycling | Landfill | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 0 | 0 | 0 | 0 |
Recycling | Transfer | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 0 | 0 | 0 | 0 |
Recycling | Customer solutions | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 0 | 0 | 0 | 0 |
Recycling | Recycling | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 10,726 | 10,877 | 32,006 | 30,634 |
Recycling | Organics | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 0 | 0 | 0 | 0 |
Recycling | Transportation | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 0 | 0 | 0 | 0 |
Recycling | Landfill gas-to-energy | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 0 | 0 | 0 | 0 |
Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 35,275 | 31,524 | 102,056 | 90,995 |
Other | Transferred at a point-in-time | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 1,156 | 1,138 | 2,877 | 3,219 |
Other | Transferred over time | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 34,119 | 30,386 | 99,179 | 87,776 |
Other | Collection | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 0 | 0 | 0 | 0 |
Other | Landfill | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 0 | 0 | 0 | 0 |
Other | Transfer | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 0 | 0 | 0 | 0 |
Other | Customer solutions | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 20,689 | 17,195 | 58,058 | 48,315 |
Other | Recycling | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 0 | 0 | 0 | 0 |
Other | Organics | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 14,166 | 13,413 | 42,668 | 40,259 |
Other | Transportation | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 420 | 916 | 1,330 | 2,421 |
Other | 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 | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||
Rebates | $ (198,547,000) | $ (172,832,000) | $ (549,670,000) | $ (485,936,000) | |
Revenue recognized fro performance obligation satisfied in previous period | 0 | 0 | 0 | 0 | |
Gross receivables from contracts | 90,291,000 | 90,291,000 | $ 73,500,000 | ||
Contract liabilities | 2,812,000 | 2,812,000 | $ 3,074,000 | ||
Adjustments | Accounting Standards Update 2014-09 | |||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||
Rebates | $ 1,027,000 | $ 1,648,000 | $ 3,474,000 | $ 4,732,000 |
BUSINESS COMBINATIONS - Additio
BUSINESS COMBINATIONS - Additional Information (Details) - business | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Business Acquisition [Line Items] | ||
Number of businesses acquired | 8 | |
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 | |
Eastern | Tuck-in Solid Waste Collection | ||
Business Acquisition [Line Items] | ||
Number of businesses acquired | 3 | |
Eastern | Solid Waste Collection, Transfer and Processing | ||
Business Acquisition [Line Items] | ||
Number of businesses acquired | 1 | |
Western | Tuck-in Solid Waste Collection | ||
Business Acquisition [Line Items] | ||
Number of businesses acquired | 3 | |
Western | Solid Waste Collection, Transfer and Recycling | ||
Business Acquisition [Line Items] | ||
Number of businesses acquired | 1 | |
Western | Solid Waste Hauling and Transfer Assets | ||
Business Acquisition [Line Items] | ||
Number of businesses acquired | 1 | |
Western | Solid Waste Collection | ||
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 | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Purchase Price: | |||
Cash used in acquisitions, net of cash acquired | $ 73,496 | $ 58,176 | |
Allocated as follows: | |||
Excess purchase price allocated to goodwill | 184,295 | $ 162,734 | |
Waste Collection Acquisitions | |||
Purchase Price: | |||
Cash used in acquisitions, net of cash acquired | 71,038 | 57,824 | |
Notes payable | 2,714 | 0 | |
Common stock | 0 | 4,258 | |
Other non-cash consideration | 5,470 | 0 | |
Contingent consideration and holdbacks | 1,755 | 4,996 | |
Total | 80,977 | 67,078 | |
Allocated as follows: | |||
Current assets | 1,935 | 2,968 | |
Other non-current assets | 367 | 0 | |
Land | 2,487 | 0 | |
Buildings | 5,422 | 7,539 | |
Equipment | 20,592 | 11,520 | |
Intangible assets | 31,171 | 20,300 | |
Other liabilities, net | (3,040) | (2,443) | |
Deferred tax liability | (2,137) | (1,230) | |
Fair value of assets acquired and liabilities assumed | 56,797 | 38,654 | |
Excess purchase price allocated to goodwill | 24,180 | 28,424 | |
Common stock | $ 0 | $ 4,258 |
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 | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Business Combinations [Abstract] | ||||
Revenues | $ 204,293 | $ 196,686 | $ 579,390 | $ 561,912 |
Operating income | 19,369 | 31,505 | 42,321 | 53,051 |
Net income | $ 12,905 | $ 23,794 | $ 24,810 | $ 24,745 |
Weighted average common shares outstanding, basic | 47,690 | 42,779 | 47,029 | 42,605 |
Basic earnings per common share (in dollars per share) | $ 0.27 | $ 0.56 | $ 0.53 | $ 0.58 |
Weighted average common shares outstanding, diluted | 48,361 | 44,175 | 47,660 | 43,938 |
Diluted earnings per common share (in dollars per share) | $ 0.27 | $ 0.54 | $ 0.52 | $ 0.56 |
LEASES - Schedule of Lease Cost
LEASES - Schedule of Lease Costs and Other Lease Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2019 | Dec. 31, 2018 | |
Lease cost: | |||
Amortization of right-of-use assets | $ 593 | $ 1,505 | |
Interest expense | 213 | 555 | |
Fixed lease cost | 4,308 | 12,851 | |
Short-term lease cost | 853 | 2,261 | |
Variable lease cost | 329 | 712 | |
Total lease cost | 6,296 | 17,884 | |
Cash paid for amounts included in the measurement of lease liabilities: | |||
Financing cash flows for finance leases | 666 | 1,870 | |
Operating cash flows for operating leases | 2,963 | 9,837 | |
Right-of-use assets obtained in exchange for new finance lease liabilities | 0 | 6,857 | |
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 831 | $ 1,419 | |
Weighted-average remaining lease term - finance leases (years) | 6 years 8 months 12 days | 6 years 8 months 12 days | |
Weighted-average remaining lease term - operating leases (years) | 12 years | 12 years | |
Weighted-average discount rate - finance leases | 5.20% | 5.20% | 5.20% |
Weighted-average discount rate - operating leases | 5.20% | 5.20% | |
Vehicles, equipment and property | |||
Lease cost: | |||
Fixed lease cost | $ 2,351 | $ 7,271 | |
Landfill | |||
Lease cost: | |||
Fixed lease cost | $ 1,957 | $ 5,580 |
LEASES - Schedule of Estimated
LEASES - Schedule of Estimated Minimum Future Lease Obligations (Details) $ in Thousands | Sep. 30, 2019USD ($) |
Operating Leases | |
Fiscal year ending December 31, 2019 | $ 3,792 |
Fiscal year ending December 31, 2020 | 13,218 |
Fiscal year ending December 31, 2021 | 10,870 |
Fiscal year ending December 31, 2022 | 8,494 |
Fiscal year ending December 31, 2023 | 6,652 |
Thereafter | 69,323 |
Total lease payments | 112,349 |
Less: interest expense | (30,857) |
Lease liability balance | 81,492 |
Finance Leases | |
Fiscal year ending December 31, 2019 | 799 |
Fiscal year ending December 31, 2020 | 3,872 |
Fiscal year ending December 31, 2021 | 3,336 |
Fiscal year ending December 31, 2022 | 2,740 |
Fiscal year ending December 31, 2023 | 2,572 |
Thereafter | 6,924 |
Total lease payments | 20,243 |
Less: interest expense | (3,733) |
Lease liability balance | $ 16,510 |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS - Summary of Goodwill Activity (Detail) $ in Thousands | 9 Months Ended |
Sep. 30, 2019USD ($) | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | $ 162,734 |
Acquisitions | 24,180 |
Other | (2,619) |
Goodwill, ending balance | 184,295 |
Eastern | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | 28,154 |
Acquisitions | 2,566 |
Other | 0 |
Goodwill, ending balance | 30,720 |
Western | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | 120,536 |
Acquisitions | 21,614 |
Other | (2,619) |
Goodwill, ending balance | 139,531 |
Recycling | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | 12,315 |
Acquisitions | 0 |
Other | 0 |
Goodwill, ending balance | 12,315 |
Other | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | 1,729 |
Acquisitions | 0 |
Other | 0 |
Goodwill, ending balance | $ 1,729 |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS - Summary of Intangible Assets by Intangible Asset Type (Detail) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | $ 97,284 | $ 66,113 |
Less accumulated amortization | (36,301) | (31,346) |
Intangible assets, net | 60,983 | 34,767 |
Covenants Not-to-Compete | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | 26,162 | 21,750 |
Less accumulated amortization | (18,575) | (17,584) |
Intangible assets, net | 7,587 | 4,166 |
Client Lists | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | 71,122 | 44,363 |
Less accumulated amortization | (17,726) | (13,762) |
Intangible assets, net | $ 53,396 | $ 30,601 |
GOODWILL AND INTANGIBLE ASSET_4
GOODWILL AND INTANGIBLE ASSETS - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Intangible amortization expense | $ 1,916 | $ 714 | $ 4,956 | $ 1,848 |
GOODWILL AND INTANGIBLE ASSET_5
GOODWILL AND INTANGIBLE ASSETS - Summary of Intangible Amortization Expense Estimated (Detail) $ in Thousands | Dec. 31, 2018USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Fiscal year ending December 31, 2019 | $ 2,264 |
Fiscal year ending December 31, 2020 | 8,222 |
Fiscal year ending December 31, 2021 | 6,826 |
Fiscal year ending December 31, 2022 | 6,188 |
Fiscal year ending December 31, 2023 | 5,993 |
Thereafter | $ 31,490 |
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 | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward] | ||
Beginning balance | $ 73,075 | $ 62,290 |
Obligations incurred | 1,901 | 2,874 |
Revision in estimate | 0 | 1,492 |
Accretion expense | 4,742 | 4,175 |
Obligations settled | (7,099) | (2,310) |
Ending balance | $ 72,619 | $ 68,521 |
LONG-TERM DEBT - Summary of Com
LONG-TERM DEBT - Summary of Components of Long-Term Debt and Capital Leases by Debt Instrument (Detail) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Debt Instrument [Line Items] | ||
Principal amount of long-term debt and finance leases | $ 536,772 | $ 555,249 |
Finance leases maturing through December 2107; bearing interest at a weighted average of 5.2% | 16,510 | |
Less - unamortized debt issuance costs | 9,226 | 10,950 |
Long-term debt and finance leases less unamortized debt issuance costs | 527,546 | 544,299 |
Less—current maturities of long-term debt and finance leases | 3,571 | 2,298 |
Long-term debt and finance leases, less current portion | $ 523,975 | $ 542,001 |
Weighted-average discount rate - finance leases | 5.20% | 5.20% |
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 long-term debt and finance leases | $ 43,400 | $ 69,600 |
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 long-term debt and finance leases | $ 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 | $ 5,889 | $ 7,118 |
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 3.75% | ||
Debt Instrument [Line Items] | ||
Principal amount of long-term debt and finance leases | 25,000 | 25,000 |
Less - unamortized debt issuance costs | $ 707 | $ 847 |
Stated interest rate | 3.75% | 3.75% |
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 long-term debt and finance leases | $ 15,000 | $ 15,000 |
Less - unamortized debt issuance costs | $ 405 | $ 450 |
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 long-term debt and finance leases | $ 25,000 | $ 25,000 |
Less - unamortized debt issuance costs | $ 453 | $ 517 |
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 long-term debt and finance leases | $ 15,000 | $ 15,000 |
Less - unamortized debt issuance costs | $ 569 | $ 622 |
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 long-term debt and finance leases | $ 15,000 | $ 15,000 |
Less - unamortized debt issuance costs | $ 436 | $ 493 |
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 long-term debt and finance leases | $ 16,000 | $ 16,000 |
Less - unamortized debt issuance costs | $ 554 | $ 595 |
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 September 2019; bore interest at 4.00% | ||
Debt Instrument [Line Items] | ||
Principal amount of long-term debt and finance leases | $ 11,000 | $ 11,000 |
Less - unamortized debt issuance costs | $ 213 | $ 308 |
Stated interest rate | 4.00% | 4.00% |
Finance leases maturing through December 2107; bearing interest at a weighted average of 5.2% | ||
Debt Instrument [Line Items] | ||
Principal amount of long-term debt and finance leases | $ 11,248 | |
Notes payable maturing through June 2027; bearing interest at a weighted average of 3.5% | ||
Debt Instrument [Line Items] | ||
Principal amount of long-term debt and finance leases | $ 4,862 | $ 2,401 |
Weighted average interest rate | 3.50% | 3.50% |
LONG-TERM DEBT - Financing Acti
LONG-TERM DEBT - Financing Activities (Details) - 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 September 2019; bore interest at 4.00% - USD ($) | Oct. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | |||
Stated interest rate | 4.00% | 4.00% | |
Subsequent event | |||
Debt Instrument [Line Items] | |||
Aggregate principal amount | $ 11,000,000 | ||
Stated interest rate | 2.95% |
LONG-TERM DEBT - Credit Facilit
LONG-TERM DEBT - Credit Facility (Details) | 3 Months Ended |
Sep. 30, 2019USD ($) | |
Line of Credit | |
Debt Instrument [Line Items] | |
Debt instrument, term | 5 years |
Net leverage ratio | 2.25 |
Line of credit facility, remaining borrowing capacity | $ 131,979,000 |
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 | 24,621,000 |
Credit Facility | |
Debt Instrument [Line Items] | |
Additional revolver capacity | $ 125,000,000 |
LONG-TERM DEBT - Loss On Exting
LONG-TERM DEBT - Loss On Extinguishment of Debt (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Debt And Derivatives Disclosure [Abstract] | ||||
Loss on debt extinguishment | $ 0 | $ 0 | $ 0 | $ 7,352 |
LONG-TERM DEBT - Cash Flow Hedg
LONG-TERM DEBT - Cash Flow Hedges (Details) - Cash Flow Hedging - Interest Rate Derivative | Sep. 30, 2019USD ($)interest_rate_derviative |
Debt Instrument [Line Items] | |
Number of interest rate derivative agreements | interest_rate_derviative | 9 |
Notional amount | $ | $ 190,000,000 |
Weighted average percentage rate paid | 2.54% |
LONG-TERM DEBT - Schedule Of Ca
LONG-TERM DEBT - Schedule Of Cash Flow Hedges Related to Derivative Instruments On the Balance Sheet (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Derivatives, Fair Value [Line Items] | |||||
Cash flow hedge derivatives, assets | $ 0 | $ 0 | $ 820 | ||
Cash flow hedge derivatives, liabilities | 6,084 | 6,084 | 1,942 | ||
Unrealized (loss) gain resulting from changes in fair value of derivative instruments | (774) | $ 863 | (5,292) | $ 1,503 | |
Other current assets | Designated as Hedging Instrument | Interest rate swaps | |||||
Derivatives, Fair Value [Line Items] | |||||
Cash flow hedge derivatives, assets | 0 | 0 | 338 | ||
Other non-current assets | Designated as Hedging Instrument | Interest rate swaps | |||||
Derivatives, Fair Value [Line Items] | |||||
Cash flow hedge derivatives, assets | 0 | 0 | 482 | ||
Other accrued liabilities | Designated as Hedging Instrument | Interest rate swaps | |||||
Derivatives, Fair Value [Line Items] | |||||
Cash flow hedge derivatives, liabilities | 1,686 | 1,686 | 387 | ||
Other long-term liabilities | Designated as Hedging Instrument | Interest rate swaps | |||||
Derivatives, Fair Value [Line Items] | |||||
Cash flow hedge derivatives, liabilities | $ 4,398 | 4,398 | 1,555 | ||
Accumulated other comprehensive loss | Designated as Hedging Instrument | Interest rate swaps | |||||
Derivatives, Fair Value [Line Items] | |||||
Unrealized (loss) gain resulting from changes in fair value of derivative instruments | (6,459) | (1,196) | |||
Accumulated other comprehensive loss, interest rate swaps, tax provision | (112) | (112) | |||
Accumulated other comprehensive loss | $ (6,571) | $ (1,308) |
LONG-TERM DEBT - Schedule of Lo
LONG-TERM DEBT - Schedule of Loss On Cash Flow Hedges (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Other comprehensive loss, reclassification adjustment from AOCI | $ (147) | $ (156) | $ (216) | $ (247) |
Designated as Hedging Instrument | Interest rate swaps | Interest expense | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Other comprehensive loss, reclassification adjustment from AOCI | $ (147) | $ (156) | $ (216) | $ (247) |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Additional Information (Detail) numberOfPlantiffs in Thousands | Sep. 17, 2019numberOfPlantiffs | Apr. 28, 2017USD ($) | Sep. 30, 2019 | Apr. 26, 2017USD ($) | 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% | |||||||
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% | |||||||
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 | $ 5,000,000 | |||||||
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 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES - Southbridge Landfill Environmental Remediation Liability (Details) - Southbridge Landfill - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Accrual for Environmental Loss Contingencies [Roll Forward] | ||
Beginning balance | $ 5,173 | $ 5,936 |
Accretion expense | 94 | 116 |
Obligations settled | (556) | (612) |
Ending balance | $ 4,711 | $ 5,440 |
COMMITMENTS AND CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES - Potsdam Environmental Remediation Liability (Detail) - Potsdam Environmental Remediation - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Accrual for Environmental Loss Contingencies [Roll Forward] | ||
Beginning balance | $ 5,614 | $ 5,758 |
Obligations settled | (1,764) | (98) |
Ending balance | $ 3,850 | $ 5,660 |
STOCKHOLDERS' EQUITY - Addition
STOCKHOLDERS' EQUITY - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2016 | |
Limited Partners' Capital Account [Line Items] | |||||
Reduction of goodwill | $ 2,618 | $ 2,618 | |||
Stock Options | |||||
Limited Partners' Capital Account [Line Items] | |||||
Stock-based compensation expense | 0 | $ 127 | 0 | $ 377 | |
Aggregate intrinsic value of options exercised | 7,741 | 19,475 | |||
Restricted Stock, Restricted Stock Units And Performance Stock Units | |||||
Limited Partners' Capital Account [Line Items] | |||||
Stock-based compensation expense | 1,858 | 2,007 | $ 5,084 | 5,883 | |
Restricted Stock | Non Employee Director | |||||
Limited Partners' Capital Account [Line Items] | |||||
Options, vesting period | 3 years | ||||
Restricted Stock and Restricted Stock Unit | |||||
Limited Partners' Capital Account [Line Items] | |||||
Fair value of stock awards vested | 43 | $ 7,764 | |||
Unrecognized stock-based compensation expense | 3,852 | 3,852 | |||
Maximum | Performance Stock Unit | |||||
Limited Partners' Capital Account [Line Items] | |||||
Unrecognized stock-based compensation expense | 6,009 | $ 6,009 | |||
Weighted average | Restricted Stock and Restricted Stock Unit | |||||
Limited Partners' Capital Account [Line Items] | |||||
Unrecognized stock-based compensation, weighted average period | 1 year 4 months 24 days | ||||
Weighted average | Performance Stock Unit | |||||
Limited Partners' Capital Account [Line Items] | |||||
Unrecognized stock-based compensation, weighted average period | 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 | $ 40 | $ 34 | $ 134 | $ 106 | |
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 | 1,399,000 | 1,399,000 | |||
Class A Common Stock | 2006 Incentive Plan | |||||
Limited Partners' Capital Account [Line Items] | |||||
Common stock, additional authorized shares | 2,723,000 | ||||
Public Stock Offering | Class A Common Stock | |||||
Limited Partners' Capital Account [Line Items] | |||||
Number of shares issued | 3,565,000 | ||||
Price per share (in dollars per share) | $ 29.50 | $ 29.50 | |||
Sale of stock, net proceeds | $ 100,446 | ||||
Unregistered Sale | Class A Common Stock | |||||
Limited Partners' Capital Account [Line Items] | |||||
Number of shares issued | 59,000 | 59,000 | |||
Price per share (in dollars per share) | $ 44.15 | $ 44.15 | |||
Sale of stock, net proceeds | $ 2,618 | $ 2,618 |
STOCKHOLDERS' EQUITY - Summary
STOCKHOLDERS' EQUITY - Summary of Stock Option Activity (Detail) $ / shares in Units, shares in Thousands, $ in Thousands | 9 Months Ended |
Sep. 30, 2019USD ($)$ / sharesshares | |
Stock Options | |
Beginning balance, outstanding (in shares) | shares | 669 |
Granted (in shares) | shares | 0 |
Exercised (in shares) | shares | (571) |
Forfeited (in shares) | shares | 0 |
Ending balance, outstanding (in shares) | shares | 98 |
Exercisable at end of period (in shares) | shares | 98 |
Weighted Average Exercise Price | |
Beginning balance, outstanding (in dollars per share) | $ / shares | $ 6.37 |
Granted (in dollars per share) | $ / shares | 0 |
Exercised (in dollars per share) | $ / shares | 5.88 |
Forfeited (in dollars per share) | $ / shares | 0 |
Ending balance, outstanding (in dollars per share) | $ / shares | 9.20 |
Exercisable at end of period (in dollars per share) | $ / shares | $ 9.20 |
Weighted Average Remaining Contractual Term (years) and Aggregate Intrinsic Value | |
Outstanding contractual term at end of period | 6 years 1 month 6 days |
Exercisable contractual term at end of period | 6 years 1 month 6 days |
Outstanding aggregate intrinsic value at end of period | $ | $ 3,311 |
Exercisable aggregate intrinsic value at end of period | $ | $ 3,311 |
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 | 9 Months Ended |
Sep. 30, 2019USD ($)$ / 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) | 686 |
Granted (in shares) | 163 |
Forfeited (in shares) | (7) |
Outstanding, end of period (in shares) | 625 |
Weighted Average Grant Date Fair Value | |
Outstanding at beginning of period (in dollars per share) | $ / shares | $ 15.56 |
Granted (in dollars per share) | $ / shares | 37.14 |
Forfeited (in dollars per share) | $ / shares | 20.48 |
Outstanding at end of period (in dollars per share) | $ / shares | $ 22.36 |
Weighted Average Remaining Contractual Term (years) and Aggregate Intrinsic Value | |
Contractual term at end of period | 1 year 1 month 6 days |
Aggregate intrinsic value at end of period | $ | $ 12,866 |
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) | (217) |
Weighted Average Grant Date Fair Value | |
Class A Common Stock Vested (in dollars per share) | $ / shares | $ 12.19 |
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 | 325 |
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) | 950 |
Weighted Average Grant Date Fair Value | |
Outstanding at end of period (in dollars per share) | $ / shares | $ 21.90 |
Weighted Average Remaining Contractual Term (years) and Aggregate Intrinsic Value | |
Contractual term at end of period | 1 year |
Aggregate intrinsic value at end of period | $ | $ 19,998 |
STOCKHOLDERS' EQUITY - Summar_3
STOCKHOLDERS' EQUITY - Summary of Changes in Balances of Each Component of Accumulated Other Comprehensive Income (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2019USD ($) | |
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |
Beginning balance | $ (15,832) |
Ending balance | 110,812 |
Interest Rate Swaps | |
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |
Beginning balance | (1,308) |
Other comprehensive loss | (5,479) |
accumulated other comprehensive loss | 216 |
Income tax provision related to items of other comprehensive loss | 0 |
Net current-period other comprehensive loss | (5,263) |
Ending balance | $ (6,571) |
STOCKHOLDERS' EQUITY - Summar_4
STOCKHOLDERS' EQUITY - Summary of Reclassifications Out of Accumulated Other Comprehensive Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||||||
Interest expense | $ 6,235 | $ 6,424 | $ 18,849 | $ 19,347 | ||||
Income before income taxes | 12,564 | 22,679 | 20,869 | 18,930 | ||||
Provision (benefit) for income taxes | 178 | 377 | (1,718) | (1,166) | ||||
Net income | 12,386 | $ 11,915 | $ (1,714) | 22,302 | $ 1,704 | $ (3,910) | 22,587 | 20,096 |
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 | 147 | 156 | 216 | 247 | ||||
Income before income taxes | 147 | 156 | 216 | 247 | ||||
Provision (benefit) for income taxes | 0 | 0 | 0 | 0 | ||||
Net income | $ 147 | $ 156 | $ 216 | $ 247 |
EARNINGS PER SHARE (Details)
EARNINGS PER SHARE (Details) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Numerator: | |||||
Net income | $ 12,386 | $ 22,302 | $ 22,587 | $ 20,096 | |
Denominators: | |||||
Shares to be issued - acquisition | 36 | 0 | 36 | 0 | |
Unvested restricted stock (in shares) | (9) | (32) | (9) | (32) | |
Effect of weighted average shares outstanding (in shares) | (117) | (109) | (778) | (283) | |
Weighted average common shares outstanding, basic | 47,690 | 42,779 | 47,029 | 42,605 | |
Impact of potentially dilutive securities: | |||||
Dilutive effect of stock options and other stock awards (in shares) | 671 | 1,396 | 631 | 1,333 | |
Weighted average common shares outstanding, diluted | 48,361 | 44,175 | 47,660 | 43,938 | |
Anti-dilutive potentially issuable shares | 2 | 0 | 2 | 2 | |
Class A Common Stock | |||||
Denominators: | |||||
Common stock, shares outstanding | 46,792 | 41,932 | 46,792 | 41,932 | 41,944 |
Class B Common Stock | |||||
Denominators: | |||||
Common stock, shares outstanding | 988 | 988 | 988 | 988 | 988 |
OTHER ITEMS AND CHARGES - Addit
OTHER ITEMS AND CHARGES - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Unusual or Infrequent Items, or Both [Abstract] | ||||
Multiemployer pension plan withdrawal obligation | $ 3,194 | $ 3,194 | ||
Withdrawal costs - multiemployer pension plan | 3,591 | $ 0 | 3,591 | $ 0 |
Reversal of pension costs | 397 | $ 397 | ||
Contingent liability term | 17 years | |||
Multiemployer pension plan withdrawal obligation, undiscounted | 4,224 | $ 4,224 | ||
Estimated accumulated benefit obligation as complete withdrawal | 18,511 | 18,511 | ||
Acquisition activities | 1,097 | 581 | 2,237 | 719 |
Deferred cost write-offs | 0 | 211 | ||
Contract settlement charge | 0 | 0 | 0 | 2,100 |
Development project charge | $ 0 | $ 0 | $ 0 | $ 311 |
OTHER ITEMS AND CHANGES - Summa
OTHER ITEMS AND CHANGES - Summary of Environmental Exit Costs by Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Site Contingency [Line Items] | ||||
Southbridge Landfill closure charge (settlement), net | $ 625 | $ (9,498) | $ 2,097 | $ (7,740) |
Southbridge Landfill | ||||
Site Contingency [Line Items] | ||||
Charlton settlement charge | 0 | 0 | 0 | 1,216 |
Legal and other costs | 625 | 502 | 2,097 | 1,044 |
Litigation Settlement, Amount Awarded from Other Party | 0 | (10,000) | 0 | (10,000) |
Southbridge Landfill closure charge (settlement), net | $ 625 | $ (9,498) | $ 2,097 | $ (7,740) |
FAIR VALUE OF FINANCIAL INSTR_3
FAIR VALUE OF FINANCIAL INSTRUMENTS - Recurring Fair Value Measurements (Detail) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Assets: | ||
Restricted investment securities - landfill closure | $ 1,410 | $ 1,248 |
Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Assets: | ||
Interest rate swaps | 0 | |
Total | 1,248 | |
Liabilities: | ||
Interest rate swaps | 0 | 0 |
Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | Landfill | ||
Assets: | ||
Restricted investment securities - landfill closure | 1,410 | 1,248 |
Recurring | Significant Other Observable Inputs (Level 2) | ||
Assets: | ||
Interest rate swaps | 820 | |
Total | 820 | |
Liabilities: | ||
Interest rate swaps | 6,084 | 1,942 |
Recurring | Significant Other Observable Inputs (Level 2) | Landfill | ||
Assets: | ||
Restricted investment securities - landfill closure | 0 | 0 |
Recurring | Significant Unobservable Inputs (Level 3) | ||
Assets: | ||
Interest rate swaps | 0 | |
Total | 0 | |
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 | Sep. 30, 2019USD ($) |
Significant Other Observable Inputs (Level 2) | |
Debt Instrument [Line Items] | |
Carrying value of revolver debt | $ 43,400 |
Fair Value | Fixed Rate Bonds | |
Debt Instrument [Line Items] | |
Fair value of fixed rate debt | 131,557 |
Carrying Value | Fixed Rate Bonds | |
Debt Instrument [Line Items] | |
Fair value of fixed rate debt | 122,000 |
Carrying Value | Term Loan Facility | Secured Debt | |
Debt Instrument [Line Items] | |
Fair value of fixed rate debt | $ 350,000 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2019 | May 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Deferred tax (benefit) | $ (2,137) | ||
Deferred tax liability, goodwill | $ 2,137 | ||
Deferred tax (benefit), indefinite lived assets | $ (297) |
SEGMENT REPORTING - Summary of
SEGMENT REPORTING - Summary of Financial Information by Reportable Segment (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Segment Reporting Information [Line Items] | |||||
Revenues | $ 198,547 | $ 172,832 | $ 549,670 | $ 485,936 | |
Depreciation and amortization | 20,940 | 18,202 | 58,144 | 51,572 | |
Operating Income (Loss) | 18,485 | 28,884 | 38,471 | 44,871 | |
Total assets | 935,780 | 935,780 | $ 732,410 | ||
Operating | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 198,547 | 172,832 | 549,670 | 485,936 | |
Depreciation and amortization | 20,940 | 18,202 | 58,144 | 51,572 | |
Operating Income (Loss) | 18,485 | 28,884 | 38,471 | 44,871 | |
Total assets | 935,780 | 702,848 | 935,780 | 702,848 | |
Operating | Eastern | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 59,675 | 56,006 | 163,748 | 154,099 | |
Depreciation and amortization | 6,386 | 7,267 | 18,014 | 20,276 | |
Operating Income (Loss) | 2,121 | 15,222 | 5,722 | 17,675 | |
Total assets | 209,123 | 180,896 | 209,123 | 180,896 | |
Operating | Western | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 92,871 | 74,425 | 251,860 | 210,208 | |
Depreciation and amortization | 12,620 | 8,844 | 34,279 | 25,226 | |
Operating Income (Loss) | 15,148 | 13,927 | 30,849 | 33,104 | |
Total assets | 596,765 | 402,931 | 596,765 | 402,931 | |
Operating | Recycling | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 10,726 | 10,877 | 32,006 | 30,634 | |
Depreciation and amortization | 1,028 | 1,131 | 2,975 | 3,228 | |
Operating Income (Loss) | 145 | (516) | (1,010) | (7,933) | |
Total assets | 57,216 | 48,995 | 57,216 | 48,995 | |
Operating | Other | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 35,275 | 31,524 | 102,056 | 90,995 | |
Depreciation and amortization | 906 | 960 | 2,876 | 2,842 | |
Operating Income (Loss) | 1,071 | 251 | 2,910 | 2,025 | |
Total assets | 72,676 | 70,026 | 72,676 | 70,026 | |
Inter-company revenues | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | (45,005) | (37,363) | (120,297) | (106,401) | |
Inter-company revenues | Eastern | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 15,156 | 14,557 | 40,606 | 40,432 | |
Inter-company revenues | Western | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 26,645 | 20,578 | 70,960 | 59,898 | |
Inter-company revenues | Recycling | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 2,486 | 1,773 | 6,820 | 4,697 | |
Inter-company revenues | Other | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | $ 718 | $ 455 | $ 1,911 | $ 1,374 |
SEGMENT REPORTING - Summary o_2
SEGMENT REPORTING - Summary of Revenues Attributable to Services Provided by Company (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Revenue from External Customer [Line Items] | ||||
Revenues | $ 198,547 | $ 172,832 | $ 549,670 | $ 485,936 |
Collection | ||||
Revenue from External Customer [Line Items] | ||||
Revenues | 98,966 | 79,611 | 274,111 | 220,650 |
Disposal | ||||
Revenue from External Customer [Line Items] | ||||
Revenues | 50,552 | 48,737 | 134,746 | 136,217 |
Power generation | ||||
Revenue from External Customer [Line Items] | ||||
Revenues | 808 | 920 | 2,655 | 4,014 |
Processing | ||||
Revenue from External Customer [Line Items] | ||||
Revenues | 2,640 | 2,079 | 5,426 | 5,847 |
Solid waste operations | ||||
Revenue from External Customer [Line Items] | ||||
Revenues | 152,966 | 131,347 | 416,938 | 366,728 |
Organics | ||||
Revenue from External Customer [Line Items] | ||||
Revenues | 14,166 | 13,413 | 42,668 | 40,259 |
Customer solutions | ||||
Revenue from External Customer [Line Items] | ||||
Revenues | 20,689 | 17,195 | 58,058 | 48,315 |
Recycling | ||||
Revenue from External Customer [Line Items] | ||||
Revenues | $ 10,726 | $ 10,877 | $ 32,006 | $ 30,634 |
Uncategorized Items - cwst-2019
Label | Element | Value |
Retained Earnings [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ 18,000 |
AOCI Attributable to Parent [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ (18,000) |