COVER
COVER - shares | 9 Months Ended | |
Sep. 30, 2022 | Oct. 15, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 000-23211 | |
Entity Registrant Name | CASELLA WASTE SYSTEMS, INC. | |
Entity Incorporation, State or Country Code | DE | |
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 | |
Title of 12(b) Security | Class A common stock, $0.01 par value per share | |
Trading Symbol | CWST | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Central Index Key | 0000911177 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 50,692,053 | |
Class B Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 988,200 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 47,934 | $ 33,809 |
Accounts receivable, net of allowance for credit losses of $4,265 and $3,276, respectively | 108,010 | 86,979 |
Prepaid expenses | 14,998 | 12,766 |
Inventory | 13,432 | 9,729 |
Other current assets | 7,109 | 3,196 |
Total current assets | 191,483 | 146,479 |
Property, plant and equipment, net of accumulated depreciation and amortization of $1,038,576 and $973,094, respectively | 685,348 | 644,604 |
Operating lease right-of-use assets | 93,066 | 93,799 |
Goodwill | 272,442 | 232,860 |
Intangible assets, net | 94,792 | 93,723 |
Restricted assets | 1,705 | 2,122 |
Cost method investments | 10,967 | 11,264 |
Deferred income taxes | 25,549 | 43,957 |
Other non-current assets | 23,995 | 14,772 |
Total assets | 1,399,347 | 1,283,580 |
CURRENT LIABILITIES: | ||
Current maturities of debt | 8,337 | 9,901 |
Current operating lease liabilities | 6,898 | 7,307 |
Accounts payable | 71,074 | 63,086 |
Accrued payroll and related expenses | 20,056 | 22,210 |
Accrued interest | 2,956 | 2,042 |
Contract liabilities | 3,891 | 3,404 |
Current accrued final capping, closure and post-closure costs | 10,880 | 7,915 |
Other accrued liabilities | 38,740 | 36,328 |
Total current liabilities | 162,832 | 152,193 |
Debt, less current portion | 578,462 | 542,503 |
Operating lease liabilities, less current portion | 58,528 | 56,375 |
Accrued final capping, closure and post-closure costs, less current portion | 83,727 | 78,999 |
Deferred income taxes | 522 | 868 |
Other long-term liabilities | 28,717 | 30,185 |
COMMITMENTS AND CONTINGENCIES | ||
STOCKHOLDERS' EQUITY: | ||
Additional paid-in capital | 658,453 | 652,045 |
Accumulated deficit | (180,341) | (224,999) |
Accumulated other comprehensive income (loss), net of tax | 7,930 | (5,103) |
Total stockholders' equity | 486,559 | 422,457 |
Total liabilities and stockholders' equity | 1,399,347 | 1,283,580 |
Class A Common Stock | ||
STOCKHOLDERS' EQUITY: | ||
Common stock | 507 | 504 |
Class B Common Stock | ||
STOCKHOLDERS' EQUITY: | ||
Common stock | $ 10 | $ 10 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 USD ($) vote $ / shares shares | Dec. 31, 2021 USD ($) vote $ / shares shares | |
Accounts receivable - trade, allowance for credit losses | $ | $ 4,265 | $ 3,276 |
Accumulated depreciation and amortization | $ | $ 1,038,576 | $ 973,094 |
Class A Common Stock | ||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, shares issued (in shares) | 50,692,000 | 50,423,000 |
Common stock, shares outstanding (in shares) | 50,692,000 | 50,423,000 |
Class B Common Stock | ||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 1,000,000 | 1,000,000 |
Common stock, shares issued (in shares) | 988,000 | 988,000 |
Common stock, shares outstanding (in shares) | 988,000 | 988,000 |
Votes per share held (in votes) | vote | 10 | 10 |
UNAUDITED CONSOLIDATED STATEMEN
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Statement [Abstract] | ||||
Revenues | $ 295,268 | $ 241,969 | $ 812,962 | $ 647,375 |
Operating expenses: | ||||
Cost of operations | 190,285 | 153,892 | 538,779 | 419,583 |
General and administration | 34,348 | 30,993 | 97,702 | 87,336 |
Depreciation and amortization | 32,527 | 27,491 | 93,106 | 74,510 |
Expense from acquisition activities | 816 | 1,904 | 3,878 | 3,950 |
Environmental remediation charge | 759 | 0 | 759 | 0 |
Southbridge Landfill closure charge | 245 | 302 | 563 | 653 |
Total operating expenses | 258,980 | 214,582 | 734,787 | 586,032 |
Operating income | 36,288 | 27,387 | 78,175 | 61,343 |
Other expense (income): | ||||
Interest income | (178) | (61) | (260) | (191) |
Interest expense | 6,177 | 5,164 | 17,078 | 15,928 |
Other income | (1,523) | (178) | (1,978) | (825) |
Other expense, net | 4,476 | 4,925 | 14,840 | 14,912 |
Income before income taxes | 31,812 | 22,462 | 63,335 | 46,431 |
Provision for income taxes | 9,140 | 6,601 | 18,677 | 14,476 |
Net income | $ 22,672 | $ 15,861 | $ 44,658 | $ 31,955 |
Basic earnings per share attributable to common stockholders: | ||||
Weighted average common shares outstanding, basic (in shares) | 51,677 | 51,389 | 51,604 | 51,312 |
Basic earnings per common share (in dollars per share) | $ 0.44 | $ 0.31 | $ 0.87 | $ 0.62 |
Diluted earnings per share attributable to common stockholders: | ||||
Weighted average common shares outstanding, diluted (in shares) | 51,806 | 51,586 | 51,749 | 51,506 |
Diluted earnings per common share (in dollars per share) | $ 0.44 | $ 0.31 | $ 0.86 | $ 0.62 |
UNAUDITED CONSOLIDATED STATEM_2
UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 22,672 | $ 15,861 | $ 44,658 | $ 31,955 |
Hedging activity: | ||||
Interest rate swap settlements | (129) | (1,205) | (2,224) | (3,551) |
Interest rate swap amounts reclassified into interest expense | 14 | 1,204 | 2,136 | 3,551 |
Unrealized gain resulting from changes in fair value of derivative instruments | 5,493 | 1,215 | 17,362 | 5,866 |
Other comprehensive income, before tax | 5,378 | 1,214 | 17,274 | 5,866 |
Income tax provision related to items of other comprehensive income | 1,468 | 322 | 4,241 | 1,379 |
Other comprehensive income, net of tax | 3,910 | 892 | 13,033 | 4,487 |
Comprehensive income | $ 26,582 | $ 16,753 | $ 57,691 | $ 36,442 |
UNAUDITED CONSOLIDATED STATEM_3
UNAUDITED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Additional Paid-In Capital | Accumulated Deficit | Accumulated other comprehensive income (loss), net of tax | Class A Common Stock | Class A Common Stock Common Stock | Class B Common Stock | Class B Common Stock Common Stock |
Beginning balance at Dec. 31, 2020 | $ 362,142 | $ 639,247 | $ (266,099) | $ (11,517) | $ 501 | $ 10 | ||
Beginning balance (in shares) at Dec. 31, 2020 | 50,101,000 | 988,000 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuances of Class A common stock | 112 | 109 | $ 3 | |||||
Issuance of Class A common stock (in shares) | 273,000 | |||||||
Stock-based compensation | 2,941 | 2,941 | ||||||
Net income (loss) | 4,311 | 4,311 | ||||||
Hedging activity | 3,830 | 3,830 | ||||||
Ending balance at Mar. 31, 2021 | 373,336 | 642,297 | (261,788) | (7,687) | $ 504 | $ 10 | ||
Ending balance (in shares) at Mar. 31, 2021 | 50,374,000 | 988,000 | ||||||
Beginning balance at Dec. 31, 2020 | 362,142 | 639,247 | (266,099) | (11,517) | $ 501 | $ 10 | ||
Beginning balance (in shares) at Dec. 31, 2020 | 50,101,000 | 988,000 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net income (loss) | 31,955 | |||||||
Hedging activity | 4,487 | |||||||
Ending balance at Sep. 30, 2021 | 407,951 | 648,611 | (234,144) | (7,030) | $ 504 | $ 10 | ||
Ending balance (in shares) at Sep. 30, 2021 | 50,410,000 | 50,410,000 | 988,000 | 988,000 | ||||
Beginning balance at Mar. 31, 2021 | 373,336 | 642,297 | (261,788) | (7,687) | $ 504 | $ 10 | ||
Beginning balance (in shares) at Mar. 31, 2021 | 50,374,000 | 988,000 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuances of Class A common stock | 492 | 492 | ||||||
Issuance of Class A common stock (in shares) | 24,000 | |||||||
Stock-based compensation | 3,116 | 3,116 | ||||||
Net income (loss) | 11,783 | 11,783 | ||||||
Hedging activity | (235) | (235) | ||||||
Ending balance at Jun. 30, 2021 | 388,492 | 645,905 | (250,005) | (7,922) | $ 504 | $ 10 | ||
Ending balance (in shares) at Jun. 30, 2021 | 50,398,000 | 988,000 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuances of Class A common stock | 51 | 51 | ||||||
Issuance of Class A common stock (in shares) | 12,000 | |||||||
Stock-based compensation | 2,655 | 2,655 | ||||||
Net income (loss) | 15,861 | 15,861 | ||||||
Hedging activity | 892 | 892 | ||||||
Ending balance at Sep. 30, 2021 | 407,951 | 648,611 | (234,144) | (7,030) | $ 504 | $ 10 | ||
Ending balance (in shares) at Sep. 30, 2021 | 50,410,000 | 50,410,000 | 988,000 | 988,000 | ||||
Beginning balance at Dec. 31, 2021 | 422,457 | 652,045 | (224,999) | (5,103) | $ 504 | $ 10 | ||
Beginning balance (in shares) at Dec. 31, 2021 | 50,423,000 | 50,423,000 | 988,000 | 988,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuances of Class A common stock | 19 | 17 | $ 2 | |||||
Issuance of Class A common stock (in shares) | 227,000 | |||||||
Stock-based compensation | 2,241 | 2,241 | ||||||
Net income (loss) | 4,190 | 4,190 | ||||||
Hedging activity | 6,143 | 6,143 | ||||||
Ending balance at Mar. 31, 2022 | 435,050 | 654,303 | (220,809) | 1,040 | $ 506 | $ 10 | ||
Ending balance (in shares) at Mar. 31, 2022 | 50,650,000 | 988,000 | ||||||
Beginning balance at Dec. 31, 2021 | 422,457 | 652,045 | (224,999) | (5,103) | $ 504 | $ 10 | ||
Beginning balance (in shares) at Dec. 31, 2021 | 50,423,000 | 50,423,000 | 988,000 | 988,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net income (loss) | 44,658 | |||||||
Hedging activity | 13,033 | |||||||
Ending balance at Sep. 30, 2022 | 486,559 | 658,453 | (180,341) | 7,930 | $ 507 | $ 10 | ||
Ending balance (in shares) at Sep. 30, 2022 | 50,692,000 | 50,692,000 | 988,000 | 988,000 | ||||
Beginning balance at Mar. 31, 2022 | 435,050 | 654,303 | (220,809) | 1,040 | $ 506 | $ 10 | ||
Beginning balance (in shares) at Mar. 31, 2022 | 50,650,000 | 988,000 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuances of Class A common stock | 803 | 802 | $ 1 | |||||
Issuance of Class A common stock (in shares) | 40,000 | |||||||
Stock-based compensation | 937 | 937 | ||||||
Net income (loss) | 17,796 | 17,796 | ||||||
Hedging activity | 2,980 | 2,980 | ||||||
Ending balance at Jun. 30, 2022 | 457,566 | 656,042 | (203,013) | 4,020 | $ 507 | $ 10 | ||
Ending balance (in shares) at Jun. 30, 2022 | 50,690,000 | 988,000 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuances of Class A common stock | 0 | |||||||
Issuance of Class A common stock (in shares) | 2,000 | |||||||
Stock-based compensation | 2,411 | 2,411 | ||||||
Net income (loss) | 22,672 | 22,672 | ||||||
Hedging activity | 3,910 | 3,910 | ||||||
Ending balance at Sep. 30, 2022 | $ 486,559 | $ 658,453 | $ (180,341) | $ 7,930 | $ 507 | $ 10 | ||
Ending balance (in shares) at Sep. 30, 2022 | 50,692,000 | 50,692,000 | 988,000 | 988,000 |
UNAUDITED CONSOLIDATED STATEM_4
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash Flows from Operating Activities: | ||
Net income | $ 44,658 | $ 31,955 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 93,106 | 74,510 |
Interest accretion on landfill and environmental remediation liabilities | 6,018 | 5,915 |
Amortization of debt issuance costs | 1,414 | 1,716 |
Stock-based compensation | 5,589 | 8,712 |
Operating lease right-of-use assets expense | 10,405 | 9,981 |
Gain on sale of property and equipment | (580) | 0 |
Non-cash expense from acquisition activities | 298 | 532 |
Deferred income taxes | 13,819 | 12,974 |
Changes in assets and liabilities, net of effects of acquisitions and divestitures: | ||
Accounts receivable | (14,230) | (10,943) |
Landfill operating lease contract expenditures | (3,336) | (3,646) |
Accounts payable | 7,946 | 20,318 |
Prepaid expenses, inventories and other assets | (5,799) | (14,391) |
Accrued expenses, contract liabilities and other liabilities | (6,877) | (3,544) |
Net cash provided by operating activities | 152,431 | 134,089 |
Cash Flows from Investing Activities: | ||
Acquisitions, net of cash acquired | (73,963) | (153,112) |
Additions to property, plant and equipment | (87,667) | (81,577) |
Proceeds from sale of property and equipment | 571 | 593 |
Net cash used in investing activities | (161,059) | (234,096) |
Cash Flows from Financing Activities: | ||
Proceeds from debt borrowings | 82,200 | 500 |
Principal payments on debt | (57,407) | (8,517) |
Payments of debt issuance costs | (1,232) | 0 |
Payments of contingent consideration | (1,000) | 0 |
Proceeds from the exercise of share based awards | 192 | 163 |
Net cash provided by (used in) financing activities | 22,753 | (7,854) |
Net increase (decrease) in cash and cash equivalents | 14,125 | (107,861) |
Cash and cash equivalents, beginning of period | 33,809 | 154,342 |
Cash and cash equivalents, end of period | 47,934 | 46,481 |
Supplemental Disclosure of Cash Flow Information: | ||
Cash interest payments | 14,750 | 14,378 |
Cash income tax payments | 2,875 | 597 |
Right-of-use assets obtained in exchange for new finance lease liabilities | 9,420 | 18,153 |
Right-of-use assets obtained in exchange for operating lease obligations | $ 7,672 | $ 3,566 |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION | BASIS OF PRESENTATION Casella Waste Systems, Inc. (“Parent”), and its subsidiaries (collectively, “we”, “us” or “our”), is a regional, vertically integrated solid waste services company. We provide resource management expertise and services to residential, commercial, municipal, institutional and industrial customers, primarily in the areas of solid waste collection and disposal, transfer, recycling and organics services. We provide integrated solid waste services in seven states: Vermont, New Hampshire, New York, Massachusetts, Connecticut, Maine and Pennsylvania, with our headquarters located in Rutland, Vermont. 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. We manage our resource-renewal operations through the Resource Solutions operating segment, which leverages our core competencies in materials processing, industrial recycling, organics and resource management service offerings to deliver a comprehensive solution for our larger commercial, municipal, institutional and industrial customers that have more diverse waste and recycling needs. Legal, tax, information technology, human resources, certain finance and accounting and other administrative functions are included in our Corporate Entities 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. " Financial Statements and Supplementary Data " of our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 ("fiscal year 2021"), which was filed with the SEC on February 18, 2022. 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, 2022 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 fiscal year 2021. Subsequent Events We have evaluated subsequent events or transactions that have occurred after the consolidated balance sheet date of September 30, 2022 through the date of filing of the consolidated financial statements with the SEC on this Quarterly Report on Form 10-Q. We have determined that there are no subsequent events that require disclosure in this Quarterly Report on Form 10-Q. |
ACCOUNTING CHANGES
ACCOUNTING CHANGES | 9 Months Ended |
Sep. 30, 2022 | |
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 are pending adoption and deemed to have a possible material impact on our consolidated financial statements based on current account balances and activity follows: Standard Description Effect on the Financial Statements or Other Accounting standards issued pending adoption ASU No. 2020-04: Reference Rate Reform (Topic 848), as amended through January 2021 Provides temporary optional guidance to ease the potential burden in applying GAAP to contract modifications and hedging relationships that reference London Inter-Bank Offered Rate ("LIBOR") or another reference rate expected to be discontinued, subject to meeting certain criteria. We currently have interest rate derivative agreements with hedging relationships that reference LIBOR. This guidance provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. We are currently reviewing and updating our existing contracts, as applicable, for transition or fallback language that specifies how a replacement rate for LIBOR will be identified. We are also no longer using LIBOR as a reference rate for any new contracts. We do not expect that the adoption of this guidance will have a material impact on our consolidated financial statements and related disclosures. This guidance will be in effect from March 12, 2020 through December 31, 2022. See Note 7, Debt for further disclosure over our interest rate derivative agreements and debt instruments that reference LIBOR. ASU No. 2021-08: Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (Topic 805) Requires entities to apply ASC 606 to recognize and measure contract assets and contract liabilities in a business combination. This guidance improves comparability after the business combination by providing consistent recognition and measurement guidance for revenue contracts with customers acquired in a business combination and revenue contracts with customers not acquired in a business combination. We have made in the past, and we may make in the future, acquisitions to densify existing operations, expand service areas, and grow services for our customers, and these acquisitions may include contract assets or contract liabilities. We do not expect that the adoption of this guidance will have a material impact on our consolidated financial statements and related disclosures. This guidance is effective January 1, 2023 with early adoption permitted. |
REVENUE RECOGNITION
REVENUE RECOGNITION | 9 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE RECOGNITION | REVENUE RECOGNITION Revenues associated with our solid waste operations are derived mainly from solid waste collection and disposal services, including landfill, transfer station and transportation services, landfill gas-to-energy services and processing services. Revenues associated with our resource-renewal services are derived from processing and non-processing services. The following tables set forth revenues disaggregated by service line and timing of revenue recognition by operating segment for each of the three and nine months ended September 30, 2022 and 2021: Three Months Ended September 30, 2022 Eastern Western Resource Solutions Total Revenues Collection $ 61,875 $ 82,242 $ — $ 144,117 Landfill 7,900 20,240 — 28,140 Transfer station 19,525 13,230 — 32,755 Transportation 1,233 4,019 — 5,252 Landfill gas-to-energy 205 1,438 — 1,643 Processing 2,399 734 32,159 35,292 Non-processing — — 48,069 48,069 Total revenues $ 93,137 $ 121,903 $ 80,228 $ 295,268 Transferred at a point-in-time $ 115 $ 439 $ 12,380 $ 12,934 Transferred over time 93,022 121,464 67,848 282,334 Total revenues $ 93,137 $ 121,903 $ 80,228 $ 295,268 Three Months Ended September 30, 2021 Eastern Western Resource Solutions Total Revenues Collection $ 48,951 $ 69,921 $ — $ 118,872 Landfill 6,622 18,201 — 24,823 Transfer station 16,948 10,375 — 27,323 Transportation 54 3,393 — 3,447 Landfill gas-to-energy 269 984 — 1,253 Processing 2,310 649 27,418 30,377 Non-processing — — 35,874 35,874 Total revenues $ 75,154 $ 103,523 $ 63,292 $ 241,969 Transferred at a point-in-time $ 43 $ 296 $ 19,927 $ 20,266 Transferred over time 75,111 103,227 43,365 221,703 Total revenues $ 75,154 $ 103,523 $ 63,292 $ 241,969 Nine Months Ended September 30, 2022 Eastern Western Resource Solutions Total Revenues Collection $ 172,671 $ 228,239 $ — $ 400,910 Landfill 19,819 53,028 — 72,847 Transfer station 48,431 33,055 — 81,486 Transportation 4,470 10,700 — 15,170 Landfill gas-to-energy 727 5,323 — 6,050 Processing 5,602 2,281 93,421 101,304 Non-processing — — 135,195 135,195 Total revenues $ 251,720 $ 332,626 $ 228,616 $ 812,962 Transferred at a point-in-time $ 352 $ 1,467 $ 46,279 $ 48,098 Transferred over time 251,368 331,159 182,337 764,864 Total revenues $ 251,720 $ 332,626 $ 228,616 $ 812,962 Nine Months Ended September 30, 2021 Eastern Western Resource Solutions Total Revenues Collection $ 124,389 $ 199,278 $ — $ 323,667 Landfill 18,143 48,336 — 66,479 Transfer station 39,847 27,498 — 67,345 Transportation 148 8,646 — 8,794 Landfill gas-to-energy 784 2,873 — 3,657 Processing 5,246 1,508 65,721 72,475 Non-processing — — 104,958 104,958 Total revenues $ 188,557 $ 288,139 $ 170,679 $ 647,375 Transferred at a point-in-time $ 125 $ 1,284 $ 44,964 $ 46,373 Transferred over time 188,432 286,855 125,715 601,002 Total revenues $ 188,557 $ 288,139 $ 170,679 $ 647,375 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 $5,460 and $15,162 in the three and nine months ended September 30, 2022, respectively, and $4,341 and $8,440 in the three and nine months ended September 30, 2021, respectively. Rebates are generally recorded as a reduction of revenues upon the sale of such materials, or upon receipt of the recycled materials at our facilities. We did not record any revenues in the three and nine months ended September 30, 2022 or September 30, 2021 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 $111,256 and $89,232 as of September 30, 2022 and December 31, 2021, respectively. Certain customers are billed in advance and, accordingly, recognition of the related revenues is deferred as a contract liability until the services are provided and control transferred to the customer. We recognized contract liabilities of $3,891 and $3,404 as of September 30, 2022 and December 31, 2021, 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, 2021 and December 31, 2020 was recognized as revenue during the nine months ended September 30, 2022 and September 30, 2021, respectively, when the services were performed. |
BUSINESS COMBINATIONS
BUSINESS COMBINATIONS | 9 Months Ended |
Sep. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
BUSINESS COMBINATIONS | BUSINESS COMBINATIONS In the nine months ended September 30, 2022, we acquired twelve businesses, including: an organic materials management business and a full service solid waste collection, recycling and transportation business in our Resource Solutions operating segment; a closed waste-to-energy facility that is being decommissioned and rebuilt as a transfer station, a transfer station, and six tuck-in solid waste collection businesses in our Western region; a portable toilets business in our Eastern region; and a scrap metal collection business whose assets are allocated between our Eastern region and Resource Solutions operating segments. In the nine months ended September 30, 2021, we acquired eight businesses, including: a residential, commercial and roll-off collection business in eastern Connecticut that operates a rail-served construction and demolition processing and waste transfer facility, a waste transfer station, a single-stream recycling facility, and several other recycling operations whose assets and liabilities are allocated between our Eastern region and Resource Solutions operating segments; a septic and portable toilet business, a tuck-in solid waste collection business and a solid waste collection business that operates a waste transfer station in our Eastern region; and a waste composting and food-scrap hauling business, a solid waste collection business that operates a waste transfer station, and two tuck-in solid waste collection businesses 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. Purchase price allocations are based on information existing at the acquisition dates or upon closing the transactions, including contingent consideration. Acquired intangible assets other than goodwill that are subject to amortization include customer relationships, trade names and covenants not-to-compete. Such assets are amortized over a two-year to ten-year period from the date of acquisition. All amounts recorded to goodwill are expected to be deductible for tax purposes. A summary of the purchase price paid and the purchase price allocation for acquisitions follows: Nine Months Ended 2022 2021 Purchase Price: Cash used in acquisitions, net of cash acquired $ 72,731 $ 150,364 Other non-cash consideration 1,220 — Holdbacks to sellers and contingent consideration 4,112 4,865 Total consideration $ 78,063 $ 155,229 Allocated as follows: Current assets $ 7,599 $ 7,260 Property, plant and equipment: Land 3,141 803 Finance lease right-of-use-assets — 31,467 Buildings and improvements 8,566 8,468 Machinery and equipment 10,296 42,458 Operating lease right-of-use assets 405 6,500 Intangible assets: Trade names — 8,350 Covenants not-to-compete 2,034 3,069 Customer relationships 11,417 30,340 Other non-current assets 40 — Current liabilities (3,721) (5,952) Other long-term liabilities (123) — Financing lease liabilities, less current portion — (10,535) Operating lease liabilities, less current portion (282) — Fair value of assets acquired and liabilities assumed 39,372 122,228 Excess purchase price allocated to goodwill $ 38,691 $ 33,001 Certain purchase price allocations are preliminary and are based on information existing at the acquisition dates or upon closing the transaction. Accordingly, the 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, 2021 is as follows: Three Months Ended Nine Months Ended 2022 2021 2022 2021 Revenues $ 295,512 $ 262,000 $ 825,020 $ 733,819 Operating income $ 36,247 $ 28,516 $ 79,473 $ 64,360 Net income $ 22,635 $ 15,308 $ 44,888 $ 27,993 Basic earnings per share attributable to common stockholders: Weighted average common shares outstanding 51,677 51,389 51,604 51,312 Basic earnings per common share $ 0.44 $ 0.30 $ 0.87 $ 0.55 Diluted earnings per share attributable to common stockholders: Weighted average common shares outstanding 51,806 51,586 51,749 51,506 Diluted earnings per common share $ 0.44 $ 0.30 $ 0.87 $ 0.54 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS | GOODWILL AND INTANGIBLE ASSETS A summary of the activity and balances related to goodwill by operating segment is as follows: December 31, Acquisitions Adjustments to Acquisitions September 30, Eastern $ 52,072 $ 93 $ 241 $ 52,406 Western 163,728 16,892 650 181,270 Resource Solutions 17,060 21,706 — 38,766 $ 232,860 $ 38,691 $ 891 $ 272,442 Summaries of intangible assets by type follows: Covenants Customer Relationships Trade Names Total Balance, September 30, 2022 Intangible assets $ 30,812 $ 126,372 $ 8,350 $ 165,534 Less accumulated amortization (23,609) (43,254) (3,879) (70,742) $ 7,203 $ 83,118 $ 4,471 $ 94,792 Covenants Customer Relationships Trade Names Total Balance, December 31, 2021 Intangible assets $ 28,777 $ 115,005 $ 8,350 $ 152,132 Less accumulated amortization (22,148) (34,809) (1,452) (58,409) $ 6,629 $ 80,196 $ 6,898 $ 93,723 Intangible amortization expense was $4,281 and $12,333 during the three and nine months ended September 30, 2022, respectively, and $3,133 and $7,175 during the three and nine months ended September 30, 2021, respectively. A summary of intangible amortization expense estimated for the five fiscal years following fiscal year 2021 and thereafter follows: Estimated Future Amortization Expense as of September 30, 2022 Fiscal year ending December 31, 2022 $ 4,194 Fiscal year ending December 31, 2023 $ 15,918 Fiscal year ending December 31, 2024 $ 15,278 Fiscal year ending December 31, 2025 $ 14,244 Fiscal year ending December 31, 2026 $ 12,579 Thereafter $ 32,579 |
ACCRUED FINAL CAPPING, CLOSURE
ACCRUED FINAL CAPPING, CLOSURE AND POST CLOSURE | 9 Months Ended |
Sep. 30, 2022 | |
Asset Retirement Obligation Disclosure [Abstract] | |
ACCRUED FINAL CAPPING, CLOSURE AND POST CLOSURE | ACCRUED FINAL CAPPING, CLOSURE AND POST CLOSUREAccrued final capping, closure and post-closure costs include the current and non-current portion of costs associated with obligations for final capping, closure and post-closure of our landfills. We estimate our future final capping, closure and post-closure costs in order to determine the final capping, closure and post-closure expense per ton of waste placed into each landfill. The anticipated time frame for paying these costs varies based on the remaining useful life of each landfill as well as the duration of the post-closure monitoring period. A summary of the changes to accrued final capping, closure and post-closure liabilities follows: Nine Months Ended 2022 2021 Beginning balance $ 86,914 $ 82,533 Obligations incurred 3,592 3,638 Revision in estimates (1) 1,443 — Accretion expense 5,685 5,496 Obligations settled (2) (3,027) (5,394) Ending balance $ 94,607 $ 86,273 (1) Relates to a change in estimates concerning anticipated capping costs at one of our landfills. (2) May include amounts that are being processed through accounts payable as a part of our disbursements cycle. |
DEBT
DEBT | 9 Months Ended |
Sep. 30, 2022 | |
Debt And Derivatives Disclosure [Abstract] | |
DEBT | DEBT A summary of debt is as follows: September 30, December 31, Senior Secured Credit Facility: Term loan A facility ("Term Loan Facility") due December 2026; bearing interest at LIBOR plus 1.375% $ 350,000 $ 350,000 Revolving credit facility ("Revolving Credit Facility") due December 2026; bearing interest at LIBOR plus 1.375% — — Tax-Exempt Bonds: New York State Environmental Facilities Corporation Solid Waste Disposal Revenue Bonds Series 2014 ("New York Bonds 2014R-1") due December 2044 - fixed rate interest period through 2029; bearing interest at 2.875% 25,000 25,000 New York State Environmental Facilities Corporation Solid Waste Disposal Revenue Bonds Series 2014R-2 ("New York Bonds 2014R-2") due December 2044 - fixed rate interest period through 2026; bearing interest at 3.125% 15,000 15,000 New York State Environmental Facilities Corporation Solid Waste Disposal Revenue Bonds Series 2020 ("New York Bonds 2020") due September 2050 - fixed rate interest period through 2025; bearing interest at 2.750% 40,000 40,000 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 2013") due April 2036 - fixed rate interest period through 2028; bearing interest at 4.625% 16,000 16,000 Vermont Economic Development Authority Solid Waste Disposal Long-Term Revenue Bonds Series 2022A-1 ("Vermont Bonds 2022A-1") due June 2052 - fixed rate interest period through 2027; bearing interest at 5.00% 35,000 — Business Finance Authority of the State of New Hampshire Solid Waste Disposal Revenue Bonds Series 2013 ("New Hampshire Bonds") due April 2029 - fixed rate interest period through 2029; bearing interest at 2.95% 11,000 11,000 Other: Finance leases 49,070 45,724 Notes payable maturing through August 2024; bearing interest at a weighted average of 1.6% 712 4,846 Principal amount of debt 596,782 562,570 Less—unamortized debt issuance costs (1) 9,983 10,166 Debt less unamortized debt issuance costs 586,799 552,404 Less—current maturities of debt 8,337 9,901 $ 578,462 $ 542,503 (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") $ 5,011 $ 5,884 New York Bonds 2014R-1 882 933 New York Bonds 2014R-2 223 268 New York Bonds 2020 1,150 1,283 FAME Bonds 2005R-3 198 262 FAME Bonds 2015R-1 361 413 FAME Bonds 2015R-2 212 268 Vermont Bonds 2013 392 433 Vermont Bonds 2022A-1 1,176 — New Hampshire Bonds 378 422 $ 9,983 $ 10,166 Financing Activities In the nine months ended September 30, 2022, we completed the issuance of $35,000 aggregate principal amount of Vermont Bonds 2022A-1. The Vermont Bonds 2022A-1, which are unsecured and guaranteed jointly and severally, fully and unconditionally by all of our significant wholly-owned subsidiaries, accrue interest at 5.00% per annum from June 1, 2022 through May 31, 2027, at which time they may be converted to a variable interest rate period or to a new term interest rate period. The Vermont Bonds 2022A-1 mature on June 1, 2052. We borrowed and used the proceeds from the Vermont Bonds 2022A-1 to finance or reimburse certain noncurrent asset costs associated with capital projects in the State of Vermont. Credit Facility We are party to an amended and restated credit agreement ("Credit Agreement"), which provides for a $350,000 aggregate principal amount Term Loan Facility and a $300,000 Revolving Credit Facility, with a $75,000 sublimit for letters of credit. 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 December 2026 and bears interest at a rate of LIBOR plus 1.375% per annum, which will be reduced to a rate of LIBOR plus as low as 1.125% upon us reaching a consolidated net leverage ratio of less than 2.25x. The Credit Agreement contains customary benchmark replacement provisions pursuant to which, upon certain triggering events, the LIBOR benchmark used to calculate the LIBOR rate will be replaced with a secured overnight financing rate, as adjusted, on the terms and conditions in the Credit Agreement. 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, 2022, further advances were available under the Revolving Credit Facility in the amount of $271,805. The available amount is net of outstanding irrevocable letters of credit totaling $28,195, and as of September 30, 2022 no amount had been drawn. Cash Flow Hedges Our strategy to reduce exposure to interest rate risk involves entering into interest rate derivative agreements to hedge against adverse movements in interest rates related to the variable rate portion of our long-term debt. We have designated these derivative instruments as highly effective cash flow hedges, and therefore the change in their fair value is recorded in stockholders’ equity as a component of accumulated other comprehensive income (loss), net of tax and included in interest expense at the same time as interest expense is affected by the hedged transactions. Differences paid or received over the life of the agreements are recorded as additions to or reductions of interest expense on the underlying debt and included in cash flows from operating activities. As of September 30, 2022 and December 31, 2021, our active interest rate derivative agreements had total notional amounts of $190,000 and $195,000, respectively. According to the terms of the agreements, we receive interest based on the 1-month LIBOR index, in some instances restricted by a 0.0% floor, and pay interest at a weighted average rate of approximately 2.20%. The agreements mature between May 2023 and June 2027. As of December 31, 2021, we had forward starting interest rate derivative agreements with a total notional amount of $85,000 outstanding. As of September 30, 2022, we have a forward starting interest rate derivative agreement with a total notional amount of $20,000 after considering any forward starting interest rate derivative agreements that became effective in the current period. According to the terms of this agreement, we will receive interest based on the 1-month LIBOR index, restricted by a 0.0% floor, and will pay interest at a rate of 1.29%. The agreement matures in May 2028. 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 $ 3,526 $ — Interest rate swaps Other non-current assets 8,814 424 $ 12,340 $ 424 Interest rate swaps Other accrued liabilities $ — $ 3,796 Interest rate swaps Other long-term liabilities — 1,380 $ — $ 5,176 Interest rate swaps Accumulated other comprehensive income (loss), net of tax $ 12,340 $ (4,935) Interest rate swaps - tax effect Accumulated other comprehensive income (loss), net of tax (4,410) (168) $ 7,930 $ (5,103) |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2022 | |
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. The plaintiffs in some actions seek unspecified damages or injunctive relief, or both. These actions fall within various procedural stages at any point in time, and some are covered in part by insurance. In accordance with FASB ASC 450 - Contingencies, we accrue for legal proceedings, inclusive of legal costs, when losses become probable and reasonably estimable. We have recorded an aggregate accrual of $1,071 relating to our outstanding legal proceedings as of September 30, 2022. 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. We disclose outstanding matters that we believe could have a material adverse effect on our financial condition, results of operations or cash flows. North Country Environmental Services Expansion Permit On October 9, 2020, our subsidiary, North Country Environmental Services, Inc. ("NCES"), received a Type I-A Permit Modification ("Permit") for Expansion in the Stage VI area of the NCES landfill located in Bethlehem, New Hampshire. On November 9, 2020, the Conservation Law Foundation ("CLF") filed an appeal of the Permit to the New Hampshire Waste Management Council (“Council”) on the grounds it failed to meet the public benefit criteria. Throughout 2021 and early 2022 a number of motions were filed by both NCES and CLF with the Council and in February 2022 the Council held a hearing on the CLF appeal. The Council ruled in favor of NCES on all motions concerning questions of fact, and indicating that a written decision incorporating the Hearing Officer’s decision as to questions of law would follow. On May 11, 2022, an Order was issued denying all of CLF’s arguments on appeal, with the exception of one; the Hearing Officer held that based on his interpretation of the relevant statute, the public benefit determination made by the New Hampshire Department of Environmental Services (“DES”), in issuing the Permit to NCES, was unlawful, and remanded the Permit to the DES with regard to this determination. DES filed a Motion for Reconsideration with the Council on May 31, 2022 (“DES Reconsideration Motion”) and NCES filed a Motion for Rehearing on June 10, 2022 (“NCES Rehearing Motion”). The Hearing Officer suspended his May 11, 2022 decision by Order dated June 20, 2022, pending consideration of the DES Reconsideration Motion and NCES Rehearing Motion. On September 20, 2022, NCES and our subsidiary, Granite State Landfill, LLC (“GSL”), filed a Petition for Declaratory Judgment ("Petition") in Merrimack Superior Court seeking a determination of the meaning and constitutionality of New Hampshire’s public benefit requirement. On September 21, 2022, NCES filed a Motion to Stay the Council proceedings pending resolution of the Petition action. DES assented to the relief sought by that motion, and CLF filed an Objection to the Motion to Stay on September 26, 2022. On October 3, 2022, NCES filed a Motion for Leave to File Reply together with its Reply to CLF’s Objection to Motion to Stay. The aforesaid Motions remain pending before the Council as does the Petition before the Merrimack Superior Court. NCES will continue to vigorously defend the litigation before the Council and together with GSL will continue to pursue Declaratory Judgment before the Merrimack Superior Court. Environmental Remediation Liabilities 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. We accrue for costs associated with environmental remediation obligations when such costs become both probable and reasonably estimable. Determining the method and ultimate cost of remediation requires that a number of assumptions be made. There can sometimes be a range of reasonable estimates of the costs associated with remediation of a site. In these cases, we use the amount within the range that constitutes our best estimate. In the early stages of the remediation process, particular components of the overall liability may not be reasonably estimable; in this instance we use the components of the liability that can be reasonably estimated as a surrogate for the liability. It is reasonably possible that we will need to adjust the liabilities recorded for remediation to reflect the effects of new or additional information, to the extent such information impacts the costs, timing or duration of the required actions. Future changes in our estimates of the cost, timing or duration of the required actions could have a material adverse effect on our consolidated financial position, results of operations and cash flows. We disclose outstanding environmental remediation matters that remain unsettled or are settled in the reporting period that we believe could have a material adverse effect on our financial condition, results of operations or cash flows. 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. The risk-free interest rates associated with our environmental remediation liabilities as of September 30, 2022 range between 1.5% and 4.1%. A summary of the changes to the aggregate environmental remediation liabilities for the nine months ended September 30, 2022 and 2021 follows: Nine Months Ended 2022 2021 Beginning balance $ 5,887 $ 5,200 Accretion expense 79 82 Obligations incurred (1) 759 — Obligations settled (2) (353) (281) Ending balance 6,372 5,001 Less: current portion 646 375 Long-term portion $ 5,726 $ 4,626 (1) Associated with the investigation of potential remediation at an inactive waste disposal site that adjoins one of the landfills that we operate. (2) May include amounts paid and amounts that are being processed through accounts payable as a part of our disbursement cycle. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
STOCKHOLDERS' EQUITY | STOCKHOLDERS' EQUITY Stock Based Compensation Shares Available For Issuance In the fiscal year ended December 31, 2016, we adopted the 2016 Incentive Plan (“2016 Plan”). Under the 2016 Plan, we may grant awards up to an aggregate amount of shares equal to the sum of: (i) 2,250 shares of Class A common stock (subject to adjustment in the event of stock splits and other similar events), plus (ii) such additional number of shares of Class A common stock (up to 2,723 shares) as is equal to the sum of the number of shares of Class A common stock that remained available for grant under the 2006 Stock Incentive Plan (“2006 Plan”) immediately prior to the expiration of the 2006 Plan and the number of shares of Class A common stock subject to awards granted under the 2006 Plan that expire, terminate or are otherwise surrendered, canceled, forfeited or repurchased by us. As of September 30, 2022, there were 793 Class A common stock equivalents available for future grant under the 2016 Plan. Stock Options Stock options are granted at a price equal to the prevailing fair value of our Class A common stock at the date of grant. Generally, stock options granted have a term not to exceed ten years and vest over a one-year to five-year period from the date of grant. The fair value of each stock option granted is estimated using a Black-Scholes option-pricing model, which requires extensive use of accounting judgment and financial estimation, including estimates of the expected term stock option holders will retain their vested stock options before exercising them and the estimated volatility of our Class A common stock price over the expected term. A summary of stock option activity follows: Stock Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (years) Aggregate Intrinsic Value Outstanding, December 31, 2021 77 $ 15.68 Granted 75 $ 82.47 Exercised (23) $ 8.56 Forfeited — $ — Outstanding, September 30, 2022 129 $ 55.60 7.4 $ 3,148 Exercisable, September 30, 2022 49 $ 12.88 3.5 $ 3,105 Stock-based compensation expense related to stock options was $89 and $122 during the three and nine months ended September 30, 2022, respectively, as compared to $11 during both the three and nine months ended September 30, 2021. As of September 30, 2022, we had $2,225 of unrecognized stock-based compensation expense related to outstanding stock options to be recognized over a weighted average period of 4.7 years. During the three and nine months ended September 30, 2022, the aggregate intrinsic value of stock options exercised was zero dollars and $1,467, 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, if applicable, 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 year period beginning on the first anniversary of the date of grant. Restricted stock units granted to non-employee directors vest in full on the first anniversary of the grant date. Restricted stock units granted to employees vest incrementally over an identified service period, typically three years, beginning on the grant date based on continued employment. Performance stock units granted to employees, including market-based performance stock units, vest at a future date following the grant date and are based on the attainment of performance targets and market achievements, as applicable. A summary of restricted stock award, restricted stock unit and performance stock unit activity follows: Restricted Stock Awards, Restricted Stock Units, and Performance Stock Units (1) Weighted Weighted Average Remaining Contractual Term (years) Aggregate Intrinsic Value Outstanding, December 31, 2021 249 $ 55.40 Granted 82 $ 94.23 Class A Common Stock Vested (65) $ 49.85 Forfeited (34) $ 67.92 Outstanding, September 30, 2022 232 $ 68.83 1.7 $ 17,692 Unvested, September 30, 2022 416 $ 68.95 1.4 $ 31,751 (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 184 shares of Class A common stock currently included in unvested. Stock-based compensation expense related to restricted stock awards, restricted stock units and performance stock units was $2,225 and $5,204 during the three and nine months ended September 30, 2022, respectively, as compared to $2,576 and $8,505 during the three and nine months ended September 30, 2021, respectively. During the three and nine months ended September 30, 2022, the total fair value of other stock awards vested was $218 and $5,577, respectively. As of September 30, 2022, total unrecognized stock-based compensation expense related to outstanding restricted stock awards was $46, which will be recognized over a weighted average period of 1.3 years. As of September 30, 2022, total unrecognized stock-based compensation expense related to outstanding restricted stock units was $4,611, which will be recognized over a weighted average period of 1.8 years. As of September 30, 2022, total expected unrecognized stock-based compensation expense related to outstanding performance stock units was $5,592 to be recognized over a weighted average period of 1.6 years. We also recorded $97 and $262 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, 2022, respectively, as compared to $67 and $196 during the three and nine months ended September 30, 2021, respectively. Accumulated Other Comprehensive Income (Loss), Net of Tax A summary of the changes in the balances of each component of accumulated other comprehensive income (loss), net of tax follows: Interest Rate Swaps Balance, December 31, 2021 $ (5,103) Other comprehensive income before reclassifications 15,138 Amounts reclassified from accumulated other comprehensive income (loss) 2,136 Income tax provision related to items of other comprehensive income (4,241) Net current-period other comprehensive income 13,033 Balance, September 30, 2022 $ 7,930 A summary of reclassifications out of accumulated other comprehensive income (loss), net of tax into earnings follows: Three Months Ended Nine Months Ended 2022 2021 2022 2021 Details About Accumulated Other Comprehensive Income (Loss), Net of Tax Components Amounts Reclassified Out of Accumulated Other Comprehensive Income (Loss), Net of Tax Affected Line Item in the Consolidated Interest rate swaps $ 14 $ 1,204 $ 2,136 $ 3,551 Interest expense (14) (1,204) (2,136) (3,551) Income before income taxes — (496) (190) (765) Provision for income taxes $ (14) $ (708) $ (1,946) $ (2,786) Net income |
EARNINGS PER SHARE
EARNINGS PER SHARE | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | EARNINGS PER SHAREBasic earnings per share is computed by dividing net income by the weighted average number of common shares outstanding during the period. Diluted earnings per share is calculated based on the combined weighted average number of common shares and potentially dilutive shares, which include the assumed exercise of employee stock options, unvested restricted stock awards, unvested restricted stock units and unvested performance stock units, including market-based performance units based on the expected achievement of performance targets. In computing diluted earnings per share, we utilize the treasury stock method. A summary of the numerator and denominators used in the computation of earnings per share follows: Three Months Ended Nine Months Ended 2022 2021 2022 2021 Numerator: Net income $ 22,672 $ 15,861 $ 44,658 $ 31,955 Denominators: Number of shares outstanding, end of period: Class A common stock 50,692 50,410 50,692 50,410 Class B common stock 988 988 988 988 Unvested restricted stock (1) (2) (1) (2) Effect of weighted average shares outstanding (2) (7) (75) (84) Basic weighted average common shares outstanding 51,677 51,389 51,604 51,312 Impact of potentially dilutive securities: Dilutive effect of stock options and other stock awards 129 197 145 194 Diluted weighted average common shares outstanding 51,806 51,586 51,749 51,506 Anti-dilutive potentially issuable shares 84 12 115 12 |
OTHER ITEMS AND CHARGES
OTHER ITEMS AND CHARGES | 9 Months Ended |
Sep. 30, 2022 | |
Unusual or Infrequent Items, or Both [Abstract] | |
OTHER ITEMS AND CHARGES | OTHER ITEMS AND CHARGES Expense from Acquisition Activities In the three and nine months ended September 30, 2022, we recorded charges of $816 and $3,878, respectively, and in the three and nine months ended September 30, 2021, we recorded charges of $1,904 and $3,950, respectively, comprised primarily of legal, consulting and other similar costs associated with due diligence and the acquisition and integration of acquired businesses or select development projects. Environmental Remediation Charge In the three and nine months ended September 30, 2022, we recorded a charge of $759 associated with the investigation of potential remediation at an inactive waste disposal site that adjoins one of the landfills we operate. |
FAIR VALUE OF FINANCIAL INSTRUM
FAIR VALUE OF FINANCIAL INSTRUMENTS | 9 Months Ended |
Sep. 30, 2022 | |
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 derivatives, contingent consideration related to acquisitions, trade payables and 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 derivatives 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. We recognize all derivatives accounted for on the balance sheet at fair value. 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, 2022 Using: Quoted Prices in Significant Other Significant Assets: Restricted investment securities - landfill closure $ 1,705 $ — $ — Interest rate swaps — 12,340 — $ 1,705 $ 12,340 $ — Fair Value Measurement at December 31, 2021 Using: Quoted Prices in Significant Other Significant Assets: Restricted investment securities - landfill closure $ 2,122 $ — $ — Interest rate swaps — 424 — $ 2,122 $ 424 $ — Liabilities: Interest rate swaps $ — $ 5,176 $ — Fair Value of Debt As of September 30, 2022, the fair value of our fixed rate debt, including our FAME Bonds 2005R-3, FAME Bonds 2015R-1, FAME Bonds 2015R-2, Vermont Bonds 2013, Vermont Bonds 2022A-1, New York Bonds 2014R-1, New York Bonds 2014R-2, New York Bonds 2020 and New Hampshire Bonds (collectively, the "Industrial Revenue Bonds") was approximately $185,533 and the carrying value was $197,000. The fair value of the Industrial Revenue 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, 2022, the carrying value of our Term Loan Facility was $350,000 and the carrying value of our Revolving Credit Facility was zero dollars. Their fair values are based on current borrowing rates for similar types of borrowing arrangements, or Level 2 inputs, and approximate their carrying values. |
SEGMENT REPORTING
SEGMENT REPORTING | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
SEGMENT REPORTING | SEGMENT REPORTING We report selected information about our reportable operating segments in a manner consistent with that used for internal management reporting. We classify our solid waste operations on a geographic basis through regional operating segments, our Eastern and Western regions. Revenues associated with our solid waste operations are derived mainly from solid waste collection and disposal services, including landfill, transfer station and transportation services, landfill gas-to-energy services, and processing services in the northeastern United States. Our Resource Solutions operating segment leverages our core competencies in materials processing, industrial recycling, organics and resource management service offerings to deliver a comprehensive solution for our larger commercial, municipal, institutional and industrial customers that have more diverse waste and recycling needs. Revenues associated with our Resource Solutions operations are derived from two lines-of-service: processing and non-processing. Revenues from processing services are derived from customers in the form of processing fees, tipping fees, commodity sales, and organic material sales. Revenues from non-processing services are derived from brokerage services and overall resource management services providing a wide range of environmental services and resource management solutions to large and complex organizations, as well as traditional collection, disposal and recycling services provided to large account multi-site customers. Legal, tax, information technology, human resources, certain finance and accounting and other administrative functions are included in our Corporate Entities segment, which is not a reportable operating segment. Corporate Entities results reflect those costs not allocated to our reportable operating segments. Three Months Ended September 30, 2022 Segment Outside Inter-company Depreciation and Operating Total Eastern $ 93,137 $ 23,027 $ 11,907 $ 10,061 $ 361,950 Western 121,903 40,703 16,778 22,405 725,232 Resource Solutions 80,228 1,579 3,138 4,526 189,854 Corporate Entities — — 704 (704) 122,311 Eliminations — (65,309) — — — $ 295,268 $ — $ 32,527 $ 36,288 $ 1,399,347 Three Months Ended September 30, 2021 Segment Outside Inter-company Depreciation and Operating Total Eastern $ 75,154 $ 18,768 $ 9,407 $ 5,374 $ 352,067 Western 103,523 35,523 15,710 15,805 673,608 Resource Solutions 63,292 156 1,903 6,679 126,529 Corporate Entities — — 471 (471) 128,193 Eliminations — (54,447) — — — $ 241,969 $ — $ 27,491 $ 27,387 $ 1,280,397 Nine Months Ended September 30, 2022 Segment Outside Inter-company Depreciation and Operating Total Eastern $ 251,720 $ 61,842 $ 34,895 $ 13,981 $ 361,950 Western 332,626 112,687 47,376 51,565 725,232 Resource Solutions 228,616 2,673 9,011 14,453 189,854 Corporate Entities — — 1,824 (1,824) 122,311 Eliminations — (177,202) — — — $ 812,962 $ — $ 93,106 $ 78,175 $ 1,399,347 Nine Months Ended September 30, 2021 Segment Outside Inter-company Depreciation and Operating Total Eastern $ 188,557 $ 47,322 $ 23,342 $ 11,401 $ 352,067 Western 288,139 97,771 44,838 38,462 673,608 Resource Solutions 170,679 3,337 5,020 12,792 126,529 Corporate Entities — — 1,310 (1,312) 128,193 Eliminations — (148,430) — — — $ 647,375 $ — $ 74,510 $ 61,343 $ 1,280,397 A summary of our revenues attributable to services provided follows: Three Months Ended Nine Months Ended 2022 2021 2022 2021 Collection $ 144,117 $ 118,872 $ 400,910 $ 323,667 Disposal 66,147 55,593 169,503 142,618 Power generation 1,643 1,253 6,050 3,657 Processing 3,133 2,959 7,883 6,754 Solid waste operations 215,040 178,677 584,346 476,696 Processing 32,159 27,418 93,421 65,721 Non-processing 48,069 35,874 135,195 104,958 Resource Solutions operations 80,228 63,292 228,616 170,679 Total revenues $ 295,268 $ 241,969 $ 812,962 $ 647,375 |
ACCOUNTING CHANGES (Policies)
ACCOUNTING CHANGES (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Changes and Error Corrections [Abstract] | |
Basis of Accounting | Casella Waste Systems, Inc. (“Parent”), and its subsidiaries (collectively, “we”, “us” or “our”), is a regional, vertically integrated solid waste services company. We provide resource management expertise and services to residential, commercial, municipal, institutional and industrial customers, primarily in the areas of solid waste collection and disposal, transfer, recycling and organics services. We provide integrated solid waste services in seven states: Vermont, New Hampshire, New York, Massachusetts, Connecticut, Maine and Pennsylvania, with our headquarters located in Rutland, Vermont. 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. We manage our resource-renewal operations through the Resource Solutions operating segment, which leverages our core competencies in materials processing, industrial recycling, organics and resource management service offerings to deliver a comprehensive solution for our larger commercial, municipal, institutional and industrial customers that have more diverse waste and recycling needs. Legal, tax, information technology, human resources, certain finance and accounting and other administrative functions are included in our Corporate Entities 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. " Financial Statements and Supplementary Data " of our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 ("fiscal year 2021"), which was filed with the SEC on February 18, 2022. |
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, 2022 may not be indicative of the results for any other interim period or the entire fiscal year. |
Subsequent Events | We have evaluated subsequent events or transactions that have occurred after the consolidated balance sheet date of September 30, 2022 through the date of filing of the consolidated financial statements with the SEC on this Quarterly Report on Form 10-Q. We have determined that there are no subsequent events that require disclosure in this Quarterly Report on Form 10-Q. |
Accounting Standards Adopted and Pending Adoption | 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 are pending adoption and deemed to have a possible material impact on our consolidated financial statements based on current account balances and activity follows: Standard Description Effect on the Financial Statements or Other Accounting standards issued pending adoption ASU No. 2020-04: Reference Rate Reform (Topic 848), as amended through January 2021 Provides temporary optional guidance to ease the potential burden in applying GAAP to contract modifications and hedging relationships that reference London Inter-Bank Offered Rate ("LIBOR") or another reference rate expected to be discontinued, subject to meeting certain criteria. We currently have interest rate derivative agreements with hedging relationships that reference LIBOR. This guidance provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. We are currently reviewing and updating our existing contracts, as applicable, for transition or fallback language that specifies how a replacement rate for LIBOR will be identified. We are also no longer using LIBOR as a reference rate for any new contracts. We do not expect that the adoption of this guidance will have a material impact on our consolidated financial statements and related disclosures. This guidance will be in effect from March 12, 2020 through December 31, 2022. See Note 7, Debt for further disclosure over our interest rate derivative agreements and debt instruments that reference LIBOR. ASU No. 2021-08: Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (Topic 805) Requires entities to apply ASC 606 to recognize and measure contract assets and contract liabilities in a business combination. This guidance improves comparability after the business combination by providing consistent recognition and measurement guidance for revenue contracts with customers acquired in a business combination and revenue contracts with customers not acquired in a business combination. We have made in the past, and we may make in the future, acquisitions to densify existing operations, expand service areas, and grow services for our customers, and these acquisitions may include contract assets or contract liabilities. We do not expect that the adoption of this guidance will have a material impact on our consolidated financial statements and related disclosures. This guidance is effective January 1, 2023 with early adoption permitted. |
Accrued Final Capping, Closure and Post Closure | Accrued final capping, closure and post-closure costs include the current and non-current portion of costs associated with obligations for final capping, closure and post-closure of our landfills. We estimate our future final capping, closure and post-closure costs in order to determine the final capping, closure and post-closure expense per ton of waste placed into each landfill. The anticipated time frame for paying these costs varies based on the remaining useful life of each landfill as well as the duration of the post-closure monitoring period. |
Fair Value of Financial Instruments | We use a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to their initial measurement. These tiers include: Level 1, defined as quoted market prices in active markets for identical assets or liabilities; Level 2, defined as inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; and Level 3, defined as unobservable inputs that are not corroborated by market data. We use valuation techniques that maximize the use of market prices and observable inputs and minimize the use of unobservable inputs. In measuring the fair value of our financial assets and liabilities, we rely on market data or assumptions that we believe market participants would use in pricing an asset or a liability. Assets and Liabilities Accounted for at Fair Value |
Segment Reporting | We report selected information about our reportable operating segments in a manner consistent with that used for internal management reporting. We classify our solid waste operations on a geographic basis through regional operating segments, our Eastern and Western regions. Revenues associated with our solid waste operations are derived mainly from solid waste collection and disposal services, including landfill, transfer station and transportation services, landfill gas-to-energy services, and processing services in the northeastern United States. Our Resource Solutions operating segment leverages our core competencies in materials processing, industrial recycling, organics and resource management service offerings to deliver a comprehensive solution for our larger commercial, municipal, institutional and industrial customers that have more diverse waste and recycling needs. Revenues associated with our Resource Solutions operations are derived from two lines-of-service: processing and non-processing. Revenues from processing services are derived from customers in the form of processing fees, tipping fees, commodity sales, and organic material sales. Revenues from non-processing services are derived from brokerage services and overall resource management services providing a wide range of environmental services and resource management solutions to large and complex organizations, as well as traditional collection, disposal and recycling services provided to large account multi-site customers. Legal, tax, information technology, human resources, certain finance and accounting and other administrative functions are included in our Corporate Entities segment, which is not a reportable operating segment. Corporate Entities results reflect those costs not allocated to our reportable operating segments. |
ACCOUNTING CHANGES (Tables)
ACCOUNTING CHANGES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
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 are pending adoption and deemed to have a possible material impact on our consolidated financial statements based on current account balances and activity follows: Standard Description Effect on the Financial Statements or Other Accounting standards issued pending adoption ASU No. 2020-04: Reference Rate Reform (Topic 848), as amended through January 2021 Provides temporary optional guidance to ease the potential burden in applying GAAP to contract modifications and hedging relationships that reference London Inter-Bank Offered Rate ("LIBOR") or another reference rate expected to be discontinued, subject to meeting certain criteria. We currently have interest rate derivative agreements with hedging relationships that reference LIBOR. This guidance provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. We are currently reviewing and updating our existing contracts, as applicable, for transition or fallback language that specifies how a replacement rate for LIBOR will be identified. We are also no longer using LIBOR as a reference rate for any new contracts. We do not expect that the adoption of this guidance will have a material impact on our consolidated financial statements and related disclosures. This guidance will be in effect from March 12, 2020 through December 31, 2022. See Note 7, Debt for further disclosure over our interest rate derivative agreements and debt instruments that reference LIBOR. ASU No. 2021-08: Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (Topic 805) Requires entities to apply ASC 606 to recognize and measure contract assets and contract liabilities in a business combination. This guidance improves comparability after the business combination by providing consistent recognition and measurement guidance for revenue contracts with customers acquired in a business combination and revenue contracts with customers not acquired in a business combination. We have made in the past, and we may make in the future, acquisitions to densify existing operations, expand service areas, and grow services for our customers, and these acquisitions may include contract assets or contract liabilities. We do not expect that the adoption of this guidance will have a material impact on our consolidated financial statements and related disclosures. This guidance is effective January 1, 2023 with early adoption permitted. |
REVENUE RECOGNITION (Tables)
REVENUE RECOGNITION (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | The following tables set forth revenues disaggregated by service line and timing of revenue recognition by operating segment for each of the three and nine months ended September 30, 2022 and 2021: Three Months Ended September 30, 2022 Eastern Western Resource Solutions Total Revenues Collection $ 61,875 $ 82,242 $ — $ 144,117 Landfill 7,900 20,240 — 28,140 Transfer station 19,525 13,230 — 32,755 Transportation 1,233 4,019 — 5,252 Landfill gas-to-energy 205 1,438 — 1,643 Processing 2,399 734 32,159 35,292 Non-processing — — 48,069 48,069 Total revenues $ 93,137 $ 121,903 $ 80,228 $ 295,268 Transferred at a point-in-time $ 115 $ 439 $ 12,380 $ 12,934 Transferred over time 93,022 121,464 67,848 282,334 Total revenues $ 93,137 $ 121,903 $ 80,228 $ 295,268 Three Months Ended September 30, 2021 Eastern Western Resource Solutions Total Revenues Collection $ 48,951 $ 69,921 $ — $ 118,872 Landfill 6,622 18,201 — 24,823 Transfer station 16,948 10,375 — 27,323 Transportation 54 3,393 — 3,447 Landfill gas-to-energy 269 984 — 1,253 Processing 2,310 649 27,418 30,377 Non-processing — — 35,874 35,874 Total revenues $ 75,154 $ 103,523 $ 63,292 $ 241,969 Transferred at a point-in-time $ 43 $ 296 $ 19,927 $ 20,266 Transferred over time 75,111 103,227 43,365 221,703 Total revenues $ 75,154 $ 103,523 $ 63,292 $ 241,969 Nine Months Ended September 30, 2022 Eastern Western Resource Solutions Total Revenues Collection $ 172,671 $ 228,239 $ — $ 400,910 Landfill 19,819 53,028 — 72,847 Transfer station 48,431 33,055 — 81,486 Transportation 4,470 10,700 — 15,170 Landfill gas-to-energy 727 5,323 — 6,050 Processing 5,602 2,281 93,421 101,304 Non-processing — — 135,195 135,195 Total revenues $ 251,720 $ 332,626 $ 228,616 $ 812,962 Transferred at a point-in-time $ 352 $ 1,467 $ 46,279 $ 48,098 Transferred over time 251,368 331,159 182,337 764,864 Total revenues $ 251,720 $ 332,626 $ 228,616 $ 812,962 Nine Months Ended September 30, 2021 Eastern Western Resource Solutions Total Revenues Collection $ 124,389 $ 199,278 $ — $ 323,667 Landfill 18,143 48,336 — 66,479 Transfer station 39,847 27,498 — 67,345 Transportation 148 8,646 — 8,794 Landfill gas-to-energy 784 2,873 — 3,657 Processing 5,246 1,508 65,721 72,475 Non-processing — — 104,958 104,958 Total revenues $ 188,557 $ 288,139 $ 170,679 $ 647,375 Transferred at a point-in-time $ 125 $ 1,284 $ 44,964 $ 46,373 Transferred over time 188,432 286,855 125,715 601,002 Total revenues $ 188,557 $ 288,139 $ 170,679 $ 647,375 |
BUSINESS COMBINATIONS (Tables)
BUSINESS COMBINATIONS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Summary of Purchase Price Paid for Acquisitions | A summary of the purchase price paid and the purchase price allocation for acquisitions follows: Nine Months Ended 2022 2021 Purchase Price: Cash used in acquisitions, net of cash acquired $ 72,731 $ 150,364 Other non-cash consideration 1,220 — Holdbacks to sellers and contingent consideration 4,112 4,865 Total consideration $ 78,063 $ 155,229 Allocated as follows: Current assets $ 7,599 $ 7,260 Property, plant and equipment: Land 3,141 803 Finance lease right-of-use-assets — 31,467 Buildings and improvements 8,566 8,468 Machinery and equipment 10,296 42,458 Operating lease right-of-use assets 405 6,500 Intangible assets: Trade names — 8,350 Covenants not-to-compete 2,034 3,069 Customer relationships 11,417 30,340 Other non-current assets 40 — Current liabilities (3,721) (5,952) Other long-term liabilities (123) — Financing lease liabilities, less current portion — (10,535) Operating lease liabilities, less current portion (282) — Fair value of assets acquired and liabilities assumed 39,372 122,228 Excess purchase price allocated to goodwill $ 38,691 $ 33,001 |
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, 2021 is as follows: Three Months Ended Nine Months Ended 2022 2021 2022 2021 Revenues $ 295,512 $ 262,000 $ 825,020 $ 733,819 Operating income $ 36,247 $ 28,516 $ 79,473 $ 64,360 Net income $ 22,635 $ 15,308 $ 44,888 $ 27,993 Basic earnings per share attributable to common stockholders: Weighted average common shares outstanding 51,677 51,389 51,604 51,312 Basic earnings per common share $ 0.44 $ 0.30 $ 0.87 $ 0.55 Diluted earnings per share attributable to common stockholders: Weighted average common shares outstanding 51,806 51,586 51,749 51,506 Diluted earnings per common share $ 0.44 $ 0.30 $ 0.87 $ 0.54 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Goodwill Activity | A summary of the activity and balances related to goodwill by operating segment is as follows: December 31, Acquisitions Adjustments to Acquisitions September 30, Eastern $ 52,072 $ 93 $ 241 $ 52,406 Western 163,728 16,892 650 181,270 Resource Solutions 17,060 21,706 — 38,766 $ 232,860 $ 38,691 $ 891 $ 272,442 |
Summary of Intangible Assets by Type | Summaries of intangible assets by type follows: Covenants Customer Relationships Trade Names Total Balance, September 30, 2022 Intangible assets $ 30,812 $ 126,372 $ 8,350 $ 165,534 Less accumulated amortization (23,609) (43,254) (3,879) (70,742) $ 7,203 $ 83,118 $ 4,471 $ 94,792 Covenants Customer Relationships Trade Names Total Balance, December 31, 2021 Intangible assets $ 28,777 $ 115,005 $ 8,350 $ 152,132 Less accumulated amortization (22,148) (34,809) (1,452) (58,409) $ 6,629 $ 80,196 $ 6,898 $ 93,723 |
Summary of Intangible Amortization Expense Estimated | A summary of intangible amortization expense estimated for the five fiscal years following fiscal year 2021 and thereafter follows: Estimated Future Amortization Expense as of September 30, 2022 Fiscal year ending December 31, 2022 $ 4,194 Fiscal year ending December 31, 2023 $ 15,918 Fiscal year ending December 31, 2024 $ 15,278 Fiscal year ending December 31, 2025 $ 14,244 Fiscal year ending December 31, 2026 $ 12,579 Thereafter $ 32,579 |
ACCRUED FINAL CAPPING, CLOSUR_2
ACCRUED FINAL CAPPING, CLOSURE AND POST CLOSURE (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
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 2022 2021 Beginning balance $ 86,914 $ 82,533 Obligations incurred 3,592 3,638 Revision in estimates (1) 1,443 — Accretion expense 5,685 5,496 Obligations settled (2) (3,027) (5,394) Ending balance $ 94,607 $ 86,273 (1) Relates to a change in estimates concerning anticipated capping costs at one of our landfills. (2) May include amounts that are being processed through accounts payable as a part of our disbursements cycle. |
DEBT (Tables)
DEBT (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Debt And Derivatives Disclosure [Abstract] | |
Summary of Debt | A summary of debt is as follows: September 30, December 31, Senior Secured Credit Facility: Term loan A facility ("Term Loan Facility") due December 2026; bearing interest at LIBOR plus 1.375% $ 350,000 $ 350,000 Revolving credit facility ("Revolving Credit Facility") due December 2026; bearing interest at LIBOR plus 1.375% — — Tax-Exempt Bonds: New York State Environmental Facilities Corporation Solid Waste Disposal Revenue Bonds Series 2014 ("New York Bonds 2014R-1") due December 2044 - fixed rate interest period through 2029; bearing interest at 2.875% 25,000 25,000 New York State Environmental Facilities Corporation Solid Waste Disposal Revenue Bonds Series 2014R-2 ("New York Bonds 2014R-2") due December 2044 - fixed rate interest period through 2026; bearing interest at 3.125% 15,000 15,000 New York State Environmental Facilities Corporation Solid Waste Disposal Revenue Bonds Series 2020 ("New York Bonds 2020") due September 2050 - fixed rate interest period through 2025; bearing interest at 2.750% 40,000 40,000 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 2013") due April 2036 - fixed rate interest period through 2028; bearing interest at 4.625% 16,000 16,000 Vermont Economic Development Authority Solid Waste Disposal Long-Term Revenue Bonds Series 2022A-1 ("Vermont Bonds 2022A-1") due June 2052 - fixed rate interest period through 2027; bearing interest at 5.00% 35,000 — Business Finance Authority of the State of New Hampshire Solid Waste Disposal Revenue Bonds Series 2013 ("New Hampshire Bonds") due April 2029 - fixed rate interest period through 2029; bearing interest at 2.95% 11,000 11,000 Other: Finance leases 49,070 45,724 Notes payable maturing through August 2024; bearing interest at a weighted average of 1.6% 712 4,846 Principal amount of debt 596,782 562,570 Less—unamortized debt issuance costs (1) 9,983 10,166 Debt less unamortized debt issuance costs 586,799 552,404 Less—current maturities of debt 8,337 9,901 $ 578,462 $ 542,503 (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") $ 5,011 $ 5,884 New York Bonds 2014R-1 882 933 New York Bonds 2014R-2 223 268 New York Bonds 2020 1,150 1,283 FAME Bonds 2005R-3 198 262 FAME Bonds 2015R-1 361 413 FAME Bonds 2015R-2 212 268 Vermont Bonds 2013 392 433 Vermont Bonds 2022A-1 1,176 — New Hampshire Bonds 378 422 $ 9,983 $ 10,166 |
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 $ 3,526 $ — Interest rate swaps Other non-current assets 8,814 424 $ 12,340 $ 424 Interest rate swaps Other accrued liabilities $ — $ 3,796 Interest rate swaps Other long-term liabilities — 1,380 $ — $ 5,176 Interest rate swaps Accumulated other comprehensive income (loss), net of tax $ 12,340 $ (4,935) Interest rate swaps - tax effect Accumulated other comprehensive income (loss), net of tax (4,410) (168) $ 7,930 $ (5,103) |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Summary of Environmental Liability | A summary of the changes to the aggregate environmental remediation liabilities for the nine months ended September 30, 2022 and 2021 follows: Nine Months Ended 2022 2021 Beginning balance $ 5,887 $ 5,200 Accretion expense 79 82 Obligations incurred (1) 759 — Obligations settled (2) (353) (281) Ending balance 6,372 5,001 Less: current portion 646 375 Long-term portion $ 5,726 $ 4,626 (1) Associated with the investigation of potential remediation at an inactive waste disposal site that adjoins one of the landfills that we operate. (2) May include amounts paid and amounts that are being processed through accounts payable as a part of our disbursement cycle. |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Summary of Stock Option Activity | A summary of stock option activity follows: Stock Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (years) Aggregate Intrinsic Value Outstanding, December 31, 2021 77 $ 15.68 Granted 75 $ 82.47 Exercised (23) $ 8.56 Forfeited — $ — Outstanding, September 30, 2022 129 $ 55.60 7.4 $ 3,148 Exercisable, September 30, 2022 49 $ 12.88 3.5 $ 3,105 |
Summary of Restricted Stock, Restricted Stock Unit and Performance Stock Unit Activity | A summary of restricted stock award, restricted stock unit and performance stock unit activity follows: Restricted Stock Awards, Restricted Stock Units, and Performance Stock Units (1) Weighted Weighted Average Remaining Contractual Term (years) Aggregate Intrinsic Value Outstanding, December 31, 2021 249 $ 55.40 Granted 82 $ 94.23 Class A Common Stock Vested (65) $ 49.85 Forfeited (34) $ 67.92 Outstanding, September 30, 2022 232 $ 68.83 1.7 $ 17,692 Unvested, September 30, 2022 416 $ 68.95 1.4 $ 31,751 (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 184 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 income (loss), net of tax follows: Interest Rate Swaps Balance, December 31, 2021 $ (5,103) Other comprehensive income before reclassifications 15,138 Amounts reclassified from accumulated other comprehensive income (loss) 2,136 Income tax provision related to items of other comprehensive income (4,241) Net current-period other comprehensive income 13,033 Balance, September 30, 2022 $ 7,930 |
Summary of Reclassifications Out of Accumulated Other Comprehensive Loss | A summary of reclassifications out of accumulated other comprehensive income (loss), net of tax into earnings follows: Three Months Ended Nine Months Ended 2022 2021 2022 2021 Details About Accumulated Other Comprehensive Income (Loss), Net of Tax Components Amounts Reclassified Out of Accumulated Other Comprehensive Income (Loss), Net of Tax Affected Line Item in the Consolidated Interest rate swaps $ 14 $ 1,204 $ 2,136 $ 3,551 Interest expense (14) (1,204) (2,136) (3,551) Income before income taxes — (496) (190) (765) Provision for income taxes $ (14) $ (708) $ (1,946) $ (2,786) Net income |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Summary of Earnings per Share Computation | A summary of the numerator and denominators used in the computation of earnings per share follows: Three Months Ended Nine Months Ended 2022 2021 2022 2021 Numerator: Net income $ 22,672 $ 15,861 $ 44,658 $ 31,955 Denominators: Number of shares outstanding, end of period: Class A common stock 50,692 50,410 50,692 50,410 Class B common stock 988 988 988 988 Unvested restricted stock (1) (2) (1) (2) Effect of weighted average shares outstanding (2) (7) (75) (84) Basic weighted average common shares outstanding 51,677 51,389 51,604 51,312 Impact of potentially dilutive securities: Dilutive effect of stock options and other stock awards 129 197 145 194 Diluted weighted average common shares outstanding 51,806 51,586 51,749 51,506 Anti-dilutive potentially issuable shares 84 12 115 12 |
FAIR VALUE OF FINANCIAL INSTR_2
FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
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, 2022 Using: Quoted Prices in Significant Other Significant Assets: Restricted investment securities - landfill closure $ 1,705 $ — $ — Interest rate swaps — 12,340 — $ 1,705 $ 12,340 $ — Fair Value Measurement at December 31, 2021 Using: Quoted Prices in Significant Other Significant Assets: Restricted investment securities - landfill closure $ 2,122 $ — $ — Interest rate swaps — 424 — $ 2,122 $ 424 $ — Liabilities: Interest rate swaps $ — $ 5,176 $ — |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Summary of Segment Reporting Information by Segment | Three Months Ended September 30, 2022 Segment Outside Inter-company Depreciation and Operating Total Eastern $ 93,137 $ 23,027 $ 11,907 $ 10,061 $ 361,950 Western 121,903 40,703 16,778 22,405 725,232 Resource Solutions 80,228 1,579 3,138 4,526 189,854 Corporate Entities — — 704 (704) 122,311 Eliminations — (65,309) — — — $ 295,268 $ — $ 32,527 $ 36,288 $ 1,399,347 Three Months Ended September 30, 2021 Segment Outside Inter-company Depreciation and Operating Total Eastern $ 75,154 $ 18,768 $ 9,407 $ 5,374 $ 352,067 Western 103,523 35,523 15,710 15,805 673,608 Resource Solutions 63,292 156 1,903 6,679 126,529 Corporate Entities — — 471 (471) 128,193 Eliminations — (54,447) — — — $ 241,969 $ — $ 27,491 $ 27,387 $ 1,280,397 Nine Months Ended September 30, 2022 Segment Outside Inter-company Depreciation and Operating Total Eastern $ 251,720 $ 61,842 $ 34,895 $ 13,981 $ 361,950 Western 332,626 112,687 47,376 51,565 725,232 Resource Solutions 228,616 2,673 9,011 14,453 189,854 Corporate Entities — — 1,824 (1,824) 122,311 Eliminations — (177,202) — — — $ 812,962 $ — $ 93,106 $ 78,175 $ 1,399,347 Nine Months Ended September 30, 2021 Segment Outside Inter-company Depreciation and Operating Total Eastern $ 188,557 $ 47,322 $ 23,342 $ 11,401 $ 352,067 Western 288,139 97,771 44,838 38,462 673,608 Resource Solutions 170,679 3,337 5,020 12,792 126,529 Corporate Entities — — 1,310 (1,312) 128,193 Eliminations — (148,430) — — — $ 647,375 $ — $ 74,510 $ 61,343 $ 1,280,397 |
Summary of Revenue Attributable to Services | A summary of our revenues attributable to services provided follows: Three Months Ended Nine Months Ended 2022 2021 2022 2021 Collection $ 144,117 $ 118,872 $ 400,910 $ 323,667 Disposal 66,147 55,593 169,503 142,618 Power generation 1,643 1,253 6,050 3,657 Processing 3,133 2,959 7,883 6,754 Solid waste operations 215,040 178,677 584,346 476,696 Processing 32,159 27,418 93,421 65,721 Non-processing 48,069 35,874 135,195 104,958 Resource Solutions operations 80,228 63,292 228,616 170,679 Total revenues $ 295,268 $ 241,969 $ 812,962 $ 647,375 |
BASIS OF PRESENTATION (Details)
BASIS OF PRESENTATION (Details) | 9 Months Ended |
Sep. 30, 2022 regionalOperatingSegment | |
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, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenues | $ 295,268 | $ 241,969 | $ 812,962 | $ 647,375 |
Collection | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 144,117 | 118,872 | 400,910 | 323,667 |
Landfill | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 28,140 | 24,823 | 72,847 | 66,479 |
Transfer station | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 32,755 | 27,323 | 81,486 | 67,345 |
Transportation | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 5,252 | 3,447 | 15,170 | 8,794 |
Landfill gas-to-energy | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 1,643 | 1,253 | 6,050 | 3,657 |
Processing | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 35,292 | 30,377 | 101,304 | 72,475 |
Non-processing | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 48,069 | 35,874 | 135,195 | 104,958 |
Transferred at a point-in-time | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 12,934 | 20,266 | 48,098 | 46,373 |
Transferred over time | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 282,334 | 221,703 | 764,864 | 601,002 |
Eastern | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 93,137 | 75,154 | 251,720 | 188,557 |
Eastern | Collection | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 61,875 | 48,951 | 172,671 | 124,389 |
Eastern | Landfill | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 7,900 | 6,622 | 19,819 | 18,143 |
Eastern | Transfer station | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 19,525 | 16,948 | 48,431 | 39,847 |
Eastern | Transportation | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 1,233 | 54 | 4,470 | 148 |
Eastern | Landfill gas-to-energy | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 205 | 269 | 727 | 784 |
Eastern | Processing | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 2,399 | 2,310 | 5,602 | 5,246 |
Eastern | Non-processing | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 0 | 0 | 0 | 0 |
Eastern | Transferred at a point-in-time | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 115 | 43 | 352 | 125 |
Eastern | Transferred over time | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 93,022 | 75,111 | 251,368 | 188,432 |
Western | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 121,903 | 103,523 | 332,626 | 288,139 |
Western | Collection | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 82,242 | 69,921 | 228,239 | 199,278 |
Western | Landfill | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 20,240 | 18,201 | 53,028 | 48,336 |
Western | Transfer station | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 13,230 | 10,375 | 33,055 | 27,498 |
Western | Transportation | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 4,019 | 3,393 | 10,700 | 8,646 |
Western | Landfill gas-to-energy | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 1,438 | 984 | 5,323 | 2,873 |
Western | Processing | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 734 | 649 | 2,281 | 1,508 |
Western | Non-processing | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 0 | 0 | 0 | 0 |
Western | Transferred at a point-in-time | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 439 | 296 | 1,467 | 1,284 |
Western | Transferred over time | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 121,464 | 103,227 | 331,159 | 286,855 |
Resource Solutions | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 80,228 | 63,292 | 228,616 | 170,679 |
Resource Solutions | Collection | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 0 | 0 | 0 | 0 |
Resource Solutions | Landfill | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 0 | 0 | 0 | 0 |
Resource Solutions | Transfer station | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 0 | 0 | 0 | 0 |
Resource Solutions | Transportation | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 0 | 0 | 0 | 0 |
Resource Solutions | Landfill gas-to-energy | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 0 | 0 | 0 | 0 |
Resource Solutions | Processing | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 32,159 | 27,418 | 93,421 | 65,721 |
Resource Solutions | Non-processing | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 48,069 | 35,874 | 135,195 | 104,958 |
Resource Solutions | Transferred at a point-in-time | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 12,380 | 19,927 | 46,279 | 44,964 |
Resource Solutions | Transferred over time | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | $ 67,848 | $ 43,365 | $ 182,337 | $ 125,715 |
REVENUE RECOGNITION - Narrative
REVENUE RECOGNITION - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | |||||
Rebates | $ (295,268,000) | $ (241,969,000) | $ (812,962,000) | $ (647,375,000) | |
Revenue recognized fro performance obligation satisfied in previous period | 0 | 0 | 0 | 0 | |
Gross receivables from contracts | 111,256,000 | 111,256,000 | $ 89,232,000 | ||
Contract liabilities | 3,891,000 | 3,891,000 | $ 3,404,000 | ||
Rebate for Recycled or Returned Organic Materials | |||||
Disaggregation of Revenue [Line Items] | |||||
Rebates | $ 5,460,000 | $ 4,341,000 | $ 15,162,000 | $ 8,440,000 |
BUSINESS COMBINATIONS - Narrati
BUSINESS COMBINATIONS - Narrative (Details) - business | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Business Acquisition [Line Items] | ||
Number of businesses acquired | 12 | 8 |
Minimum | ||
Business Acquisition [Line Items] | ||
Useful life of finite lived intangible assets (in years) | 2 years | |
Maximum | ||
Business Acquisition [Line Items] | ||
Useful life of finite lived intangible assets (in years) | 10 years | |
Western | Tuck-in Solid Waste Collection Business | ||
Business Acquisition [Line Items] | ||
Number of businesses acquired | 6 | 2 |
BUSINESS COMBINATIONS - Summary
BUSINESS COMBINATIONS - Summary of Purchase Price Paid for Acquisitions (Detail) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Purchase Price: | |||
Cash used in acquisitions, net of cash acquired | $ 73,963 | $ 153,112 | |
Allocated as follows: | |||
Excess purchase price allocated to goodwill | 272,442 | $ 232,860 | |
Waste Collection Acquisitions | |||
Purchase Price: | |||
Cash used in acquisitions, net of cash acquired | 72,731 | 150,364 | |
Other non-cash consideration | 1,220 | 0 | |
Holdbacks to sellers and contingent consideration | 4,112 | 4,865 | |
Total consideration | 78,063 | 155,229 | |
Allocated as follows: | |||
Current assets | 7,599 | 7,260 | |
Land | 3,141 | 803 | |
Finance lease right-of-use-assets | 0 | 31,467 | |
Buildings and improvements | 8,566 | 8,468 | |
Machinery and equipment | 10,296 | 42,458 | |
Operating lease right-of-use assets | 405 | 6,500 | |
Other non-current assets | 40 | 0 | |
Current liabilities | (3,721) | (5,952) | |
Other long-term liabilities | (123) | 0 | |
Financing lease liabilities, less current portion | 0 | (10,535) | |
Operating lease liabilities, less current portion | (282) | 0 | |
Fair value of assets acquired and liabilities assumed | 39,372 | 122,228 | |
Excess purchase price allocated to goodwill | 38,691 | 33,001 | |
Waste Collection Acquisitions | Trade Names | |||
Allocated as follows: | |||
Intangible assets: | 0 | 8,350 | |
Waste Collection Acquisitions | Covenants not-to-compete | |||
Allocated as follows: | |||
Intangible assets: | 2,034 | 3,069 | |
Waste Collection Acquisitions | Customer Relationships | |||
Allocated as follows: | |||
Intangible assets: | $ 11,417 | $ 30,340 |
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, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | ||||
Revenues | $ 295,512 | $ 262,000 | $ 825,020 | $ 733,819 |
Operating income | 36,247 | 28,516 | 79,473 | 64,360 |
Net income | $ 22,635 | $ 15,308 | $ 44,888 | $ 27,993 |
Weighted average common shares outstanding, basic (in shares) | 51,677 | 51,389 | 51,604 | 51,312 |
Basic earnings per common share (in dollars per share) | $ 0.44 | $ 0.30 | $ 0.87 | $ 0.55 |
Weighted average common shares outstanding, diluted (in shares) | 51,806 | 51,586 | 51,749 | 51,506 |
Diluted earnings per common share (in dollars per share) | $ 0.44 | $ 0.30 | $ 0.87 | $ 0.54 |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS - Summary of Goodwill Activity (Detail) $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | $ 232,860 |
Acquisitions | 38,691 |
Adjustments to Acquisitions | 891 |
Goodwill, ending balance | 272,442 |
Eastern | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | 52,072 |
Acquisitions | 93 |
Adjustments to Acquisitions | 241 |
Goodwill, ending balance | 52,406 |
Western | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | 163,728 |
Acquisitions | 16,892 |
Adjustments to Acquisitions | 650 |
Goodwill, ending balance | 181,270 |
Resource Solutions | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | 17,060 |
Acquisitions | 21,706 |
Adjustments to Acquisitions | 0 |
Goodwill, ending balance | $ 38,766 |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS - Summary of Intangible Assets by Type (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | $ 165,534 | $ 152,132 |
Less accumulated amortization | (70,742) | (58,409) |
Intangible assets, net | 94,792 | 93,723 |
Covenants not-to-compete | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | 30,812 | 28,777 |
Less accumulated amortization | (23,609) | (22,148) |
Intangible assets, net | 7,203 | 6,629 |
Customer Relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | 126,372 | 115,005 |
Less accumulated amortization | (43,254) | (34,809) |
Intangible assets, net | 83,118 | 80,196 |
Trade Names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | 8,350 | 8,350 |
Less accumulated amortization | (3,879) | (1,452) |
Intangible assets, net | $ 4,471 | $ 6,898 |
GOODWILL AND INTANGIBLE ASSET_4
GOODWILL AND INTANGIBLE ASSETS - Narrative (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Intangible amortization expense | $ 4,281 | $ 3,133 | $ 12,333 | $ 7,175 |
GOODWILL AND INTANGIBLE ASSET_5
GOODWILL AND INTANGIBLE ASSETS - Summary of Intangible Amortization Expense Estimated (Detail) $ in Thousands | Sep. 30, 2022 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Fiscal year ending December 31, 2022 | $ 4,194 |
Fiscal year ending December 31, 2023 | 15,918 |
Fiscal year ending December 31, 2024 | 15,278 |
Fiscal year ending December 31, 2025 | 14,244 |
Fiscal year ending December 31, 2026 | 12,579 |
Thereafter | $ 32,579 |
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, 2022 | Sep. 30, 2021 | |
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward] | ||
Beginning balance | $ 86,914 | $ 82,533 |
Obligations incurred | 3,592 | 3,638 |
Revision in estimates | 1,443 | 0 |
Accretion expense | 5,685 | 5,496 |
Obligations settled | (3,027) | (5,394) |
Ending balance | $ 94,607 | $ 86,273 |
DEBT - Summary of Debt (Details
DEBT - Summary of Debt (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | ||
Weighted-average discount rate - finance leases | 3.60% | |
Finance leases maturing through December 2107; bearing interest at a weighted average of 3.6% | $ 49,070 | $ 45,724 |
Principal amount of debt | 596,782 | 562,570 |
Less - unamortized debt issuance costs | 9,983 | 10,166 |
Debt less unamortized debt issuance costs | 586,799 | 552,404 |
Less—current maturities of debt | 8,337 | 9,901 |
Debt, less current portion | $ 578,462 | $ 542,503 |
Finance Lease, Liability, Statement of Financial Position [Extensible Enumeration] | Debt, less current portion | Debt, less current portion |
Secured Debt | Term loan A facility ("Term Loan Facility") due December 2026; bearing interest at LIBOR plus 1.375% | ||
Debt Instrument [Line Items] | ||
Principal amount of debt | $ 350,000 | $ 350,000 |
Secured Debt | Term loan A facility ("Term Loan Facility") due December 2026; bearing interest at LIBOR plus 1.375% | LIBOR | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate (as a percent) | 1.375% | |
Line of Credit | Revolving credit facility ("Revolving Credit Facility") due December 2026; bearing interest at LIBOR plus 1.375% | ||
Debt Instrument [Line Items] | ||
Principal amount of debt | $ 0 | 0 |
Line of Credit | Revolving credit facility ("Revolving Credit Facility") due December 2026; bearing interest at LIBOR plus 1.375% | LIBOR | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate (as a percent) | 1.375% | |
Credit Facility | Revolving Credit Facility and Term Loan Facility (collectively, the "Credit Facility") | ||
Debt Instrument [Line Items] | ||
Less - unamortized debt issuance costs | $ 5,011 | 5,884 |
Unsecured Debt | New York State Environmental Facilities Corporation Solid Waste Disposal Revenue Bonds Series 2014 ("New York Bonds 2014R-1") due December 2044 - fixed rate interest period through 2029; bearing interest at 2.875% | ||
Debt Instrument [Line Items] | ||
Stated interest rate | 2.875% | |
Principal amount of debt | $ 25,000 | 25,000 |
Less - unamortized debt issuance costs | $ 882 | 933 |
Unsecured Debt | 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] | ||
Stated interest rate | 3.125% | |
Principal amount of debt | $ 15,000 | 15,000 |
Less - unamortized debt issuance costs | $ 223 | 268 |
Unsecured Debt | New York State Environmental Facilities Corporation Solid Waste Disposal Revenue Bonds Series 2020 ("New York Bonds 2020") due September 2050 - fixed rate interest period through 2025; bearing interest at 2.750% | ||
Debt Instrument [Line Items] | ||
Stated interest rate | 2.75% | |
Principal amount of debt | $ 40,000 | 40,000 |
Less - unamortized debt issuance costs | $ 1,150 | 1,283 |
Unsecured Debt | 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] | ||
Stated interest rate | 5.25% | |
Principal amount of debt | $ 25,000 | 25,000 |
Less - unamortized debt issuance costs | $ 198 | 262 |
Unsecured Debt | 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] | ||
Stated interest rate | 5.125% | |
Principal amount of debt | $ 15,000 | 15,000 |
Less - unamortized debt issuance costs | $ 361 | 413 |
Unsecured Debt | 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] | ||
Stated interest rate | 4.375% | |
Principal amount of debt | $ 15,000 | 15,000 |
Less - unamortized debt issuance costs | $ 212 | 268 |
Unsecured Debt | Vermont Economic Development Authority Solid Waste Disposal Long-Term Revenue Bonds Series 2013 ("Vermont Bonds 2013") due April 2036 - fixed rate interest period through 2028; bearing interest at 4.625% | ||
Debt Instrument [Line Items] | ||
Stated interest rate | 4.625% | |
Principal amount of debt | $ 16,000 | 16,000 |
Less - unamortized debt issuance costs | $ 392 | 433 |
Unsecured Debt | Vermont Economic Development Authority Solid Waste Disposal Long-Term Revenue Bonds Series 2022A-1 ("Vermont Bonds 2022A-1") due June 2052 - fixed rate interest period through 2027; bearing interest at 5.00% | ||
Debt Instrument [Line Items] | ||
Stated interest rate | 5% | |
Principal amount of debt | $ 35,000 | 0 |
Less - unamortized debt issuance costs | $ 1,176 | 0 |
Unsecured Debt | Business Finance Authority of the State of New Hampshire Solid Waste Disposal Revenue Bonds Series 2013 ("New Hampshire Bonds") due April 2029 - fixed rate interest period through 2029; bearing interest at 2.95% | ||
Debt Instrument [Line Items] | ||
Stated interest rate | 2.95% | |
Principal amount of debt | $ 11,000 | 11,000 |
Less - unamortized debt issuance costs | $ 378 | 422 |
Notes payable maturing through August 2024; bearing interest at a weighted average of 1.6% | ||
Debt Instrument [Line Items] | ||
Weighted average interest rate | 1.60% | |
Principal amount of debt | $ 712 | $ 4,846 |
DEBT - Financing Activities and
DEBT - Financing Activities and Credit Facility Narrative (Details) | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Debt Instrument [Line Items] | |
Additional borrowing capacity | $ 125,000,000 |
Line of Credit | |
Debt Instrument [Line Items] | |
Debt instrument, term (in years) | 5 years |
Net leverage ratio | 2.25 |
Line of credit facility, remaining borrowing capacity | $ 271,805,000 |
Line of credit, amount drawn | $ 0 |
Line of Credit | LIBOR | Maximum | |
Debt Instrument [Line Items] | |
Floor interest rate received (as a percent) | 1.375% |
Line of Credit | LIBOR | Minimum | |
Debt Instrument [Line Items] | |
Floor interest rate received (as a percent) | 1.125% |
Vermont Economic Development Authority Solid Waste Disposal Long-Term Revenue Bonds Series 2022A-1 ("Vermont Bonds 2022A-1") due June 2052 - fixed rate interest period through 2027; bearing interest at 5.00% | Unsecured Debt | |
Debt Instrument [Line Items] | |
Aggregate principal amount | $ 35,000,000 |
Stated interest rate | 5% |
Term loan A facility ("Term Loan Facility") due December 2026; bearing interest at LIBOR plus 1.375% | Secured Debt | |
Debt Instrument [Line Items] | |
Aggregate principal amount | $ 350,000,000 |
Revolving credit facility ("Revolving Credit Facility") due December 2026; bearing interest at LIBOR plus 1.375% | Revolving Credit Facility | Line of Credit | |
Debt Instrument [Line Items] | |
Credit facility maximum | 300,000,000 |
Letters of credit outstanding | 28,195,000 |
Revolving credit facility ("Revolving Credit Facility") due December 2026; bearing interest at LIBOR plus 1.375% | Revolving Credit Facility | Letter of Credit | |
Debt Instrument [Line Items] | |
Letters of credit sublimit | $ 75,000,000 |
DEBT - Cash Flow Hedges Narrati
DEBT - Cash Flow Hedges Narrative (Details) - Cash Flow Hedging - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Interest Rate Derivative | ||
Debt Instrument [Line Items] | ||
Notional amount | $ 190,000 | $ 195,000 |
Floor interest rate (as a percent) | 0% | |
Weighted average percentage rate paid (as a percent) | 2.20% | |
Forward Starting Interest Rate Derivative | ||
Debt Instrument [Line Items] | ||
Notional amount | $ 20,000 | $ 85,000 |
Floor interest rate (as a percent) | 0% | |
Weighted average percentage rate paid (as a percent) | 1.29% |
DEBT - Summary of Cash Flow Hed
DEBT - Summary of Cash Flow Hedges (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Derivatives, Fair Value [Line Items] | ||
Accumulated other comprehensive income (loss), net of tax | $ 7,930 | $ (5,103) |
Designated as Hedging Instrument | Interest rate swaps | ||
Derivatives, Fair Value [Line Items] | ||
Cash flow hedge derivatives, gross asset | 12,340 | 424 |
Cash flow hedge derivatives, gross liability | 0 | 5,176 |
Designated as Hedging Instrument | Interest rate swaps | Accumulated gain (loss), cash flow hedge | ||
Derivatives, Fair Value [Line Items] | ||
Accumulated other comprehensive income (loss), before tax | 12,340 | (4,935) |
Accumulated other comprehensive income (loss), tax | (4,410) | (168) |
Accumulated other comprehensive income (loss), net of tax | 7,930 | (5,103) |
Other current assets | Designated as Hedging Instrument | Interest rate swaps | ||
Derivatives, Fair Value [Line Items] | ||
Cash flow hedge derivatives, gross asset | 3,526 | 0 |
Other non-current assets | Designated as Hedging Instrument | Interest rate swaps | ||
Derivatives, Fair Value [Line Items] | ||
Cash flow hedge derivatives, gross asset | 8,814 | 424 |
Other accrued liabilities | Designated as Hedging Instrument | Interest rate swaps | ||
Derivatives, Fair Value [Line Items] | ||
Cash flow hedge derivatives, gross liability | 0 | 3,796 |
Other long-term liabilities | Designated as Hedging Instrument | Interest rate swaps | ||
Derivatives, Fair Value [Line Items] | ||
Cash flow hedge derivatives, gross liability | $ 0 | $ 1,380 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Narrative (Detail) $ in Thousands | Sep. 30, 2022 USD ($) |
Loss Contingencies [Line Items] | |
Loss contingency accrual | $ 1,071 |
Minimum | |
Loss Contingencies [Line Items] | |
Risk free interest (as a percent) | 1.50% |
Maximum | |
Loss Contingencies [Line Items] | |
Risk free interest (as a percent) | 4.10% |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES - Environmental Remediation Liability (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Accrual for Environmental Loss Contingencies [Roll Forward] | ||
Beginning balance | $ 5,887 | $ 5,200 |
Obligations settled | (353) | (281) |
Ending balance | 6,372 | 5,001 |
Less: current portion | 646 | 375 |
Long-term portion | 5,726 | 4,626 |
Other environmental remediation sites | ||
Accrual for Environmental Loss Contingencies [Roll Forward] | ||
Accretion expense | 79 | 82 |
Inactive waste disposal site | ||
Accrual for Environmental Loss Contingencies [Roll Forward] | ||
Accretion expense | $ 759 | $ 0 |
STOCKHOLDERS' EQUITY - Narrativ
STOCKHOLDERS' EQUITY - Narrative (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Limited Partners' Capital Account [Line Items] | ||||
Unrecognized stock-based compensation, weighted average period | 4 years 8 months 12 days | |||
Fair value of stock awards vested | $ 218,000 | $ 5,577,000 | ||
Stock Options | ||||
Limited Partners' Capital Account [Line Items] | ||||
Stock-based compensation expense | 89,000 | $ 11,000 | 122,000 | $ 11,000 |
Unrecognized stock-based compensation expense, stock options | 2,225,000 | 2,225,000 | ||
Aggregate intrinsic value of options exercised | 0 | 1,467,000 | ||
Restricted Stock Awards, Restricted Stock Units And Performance Stock Units | ||||
Limited Partners' Capital Account [Line Items] | ||||
Stock-based compensation expense | 2,225,000 | 2,576,000 | 5,204,000 | 8,505,000 |
Restricted Stock | ||||
Limited Partners' Capital Account [Line Items] | ||||
Unrecognized stock-based compensation expense | 46,000 | $ 46,000 | ||
Restricted Stock | Non Employee Director | ||||
Limited Partners' Capital Account [Line Items] | ||||
Award vesting period | 3 years | |||
Restricted Stock Unit | ||||
Limited Partners' Capital Account [Line Items] | ||||
Unrecognized stock-based compensation expense | 4,611,000 | $ 4,611,000 | ||
Restricted Stock Unit | Non Employee Director | ||||
Limited Partners' Capital Account [Line Items] | ||||
Award service period | 3 years | |||
Performance Stock Unit | ||||
Limited Partners' Capital Account [Line Items] | ||||
Unrecognized stock-based compensation expense | 5,592,000 | $ 5,592,000 | ||
Weighted average | Restricted Stock | ||||
Limited Partners' Capital Account [Line Items] | ||||
Unrecognized stock-based compensation, weighted average period | 1 year 3 months 18 days | |||
Weighted average | Restricted Stock Unit | ||||
Limited Partners' Capital Account [Line Items] | ||||
Unrecognized stock-based compensation, weighted average period | 1 year 9 months 18 days | |||
Weighted average | Performance Stock Unit | ||||
Limited Partners' Capital Account [Line Items] | ||||
Unrecognized stock-based compensation, weighted average period | 1 year 7 months 6 days | |||
2016 Plan | ||||
Limited Partners' Capital Account [Line Items] | ||||
Expiration period | 10 years | |||
2016 Plan | Minimum | ||||
Limited Partners' Capital Account [Line Items] | ||||
Award vesting period | 1 year | |||
2016 Plan | Maximum | ||||
Limited Partners' Capital Account [Line Items] | ||||
Award vesting period | 5 years | |||
Amended and Restated 1997 Employee Stock Purchase Plan | ||||
Limited Partners' Capital Account [Line Items] | ||||
Stock-based compensation expense | $ 97,000 | $ 67,000 | $ 262,000 | $ 196,000 |
Class A Common Stock | 2016 Plan | ||||
Limited Partners' Capital Account [Line Items] | ||||
Common stock, authorized shares (in shares) | 2,250,000 | 2,250,000 | ||
Number of shares available for future grant (in shares) | 793,000 | 793,000 | ||
Class A Common Stock | 2006 Incentive Plan | ||||
Limited Partners' Capital Account [Line Items] | ||||
Common stock, additional authorized shares (in shares) | 2,723,000 |
STOCKHOLDERS' EQUITY - Summary
STOCKHOLDERS' EQUITY - Summary of Stock Option Activity (Detail) $ / shares in Units, shares in Thousands, $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) $ / shares shares | |
Stock Options | |
Beginning balance, outstanding (in shares) | shares | 77 |
Granted (in shares) | shares | 75 |
Exercised (in shares) | shares | (23) |
Forfeited (in shares) | shares | 0 |
Ending balance, outstanding (in shares) | shares | 129 |
Exercisable at end of period (in shares) | shares | 49 |
Weighted Average Exercise Price | |
Beginning balance, outstanding (in dollars per share) | $ / shares | $ 15.68 |
Granted (in dollars per share) | $ / shares | 82.47 |
Exercised (in dollars per share) | $ / shares | 8.56 |
Forfeited (in dollars per share) | $ / shares | 0 |
Ending balance, outstanding (in dollars per share) | $ / shares | 55.60 |
Exercisable at end of period (in dollars per share) | $ / shares | $ 12.88 |
Weighted Average Remaining Contractual Term (years) and Aggregate Intrinsic Value | |
Outstanding contractual term | 7 years 4 months 24 days |
Exercisable contractual term | 3 years 6 months |
Outstanding aggregate intrinsic value | $ | $ 3,148 |
Exercisable aggregate intrinsic value | $ | $ 3,105 |
STOCKHOLDERS' EQUITY - Summar_2
STOCKHOLDERS' EQUITY - Summary of Restricted Stock Awards, Restricted Stock Unit and Performance-based Stock Unit Activity (Detail) $ / shares in Units, shares in Thousands, $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) $ / shares shares | |
Performance Stock Unit | |
Weighted Average Remaining Contractual Term (years) and Aggregate Intrinsic Value | |
Percentage of attainment level (as a percent) | 100% |
Performance Stock Unit | Class A Common Stock | |
Weighted Average Remaining Contractual Term (years) and Aggregate Intrinsic Value | |
Number of additional shares (in shares) | 184 |
Restricted Stock Awards, Restricted Stock Units And Performance Stock Units | |
Restricted Stock, Restricted Stock Units, and Performance Stock Units | |
Outstanding, beginning of period (in shares) | 249 |
Granted (in shares) | 82 |
Forfeited (in shares) | (34) |
Outstanding, end of period (in shares) | 232 |
Weighted Average Grant Date Fair Value | |
Outstanding at beginning of period (in dollars per share) | $ / shares | $ 55.40 |
Granted (in dollars per share) | $ / shares | 94.23 |
Forfeited (in dollars per share) | $ / shares | 67.92 |
Outstanding at end of period (in dollars per share) | $ / shares | $ 68.83 |
Weighted Average Remaining Contractual Term (years) and Aggregate Intrinsic Value | |
Contractual term (in years) | 1 year 8 months 12 days |
Aggregate intrinsic value | $ | $ 17,692 |
Restricted Stock Awards, Restricted Stock Units And Performance Stock Units | Class A Common Stock | |
Restricted Stock, Restricted Stock Units, and Performance Stock Units | |
Vested (in shares) | (65) |
Weighted Average Grant Date Fair Value | |
Class A Common Stock Vested (in dollars per share) | $ / shares | $ 49.85 |
Unvested | Restricted Stock Awards, Restricted Stock Units And Performance Stock Units | |
Restricted Stock, Restricted Stock Units, and Performance Stock Units | |
Outstanding, end of period (in shares) | 416 |
Weighted Average Grant Date Fair Value | |
Outstanding at end of period (in dollars per share) | $ / shares | $ 68.95 |
Weighted Average Remaining Contractual Term (years) and Aggregate Intrinsic Value | |
Contractual term (in years) | 1 year 4 months 24 days |
Aggregate intrinsic value | $ | $ 31,751 |
STOCKHOLDERS' EQUITY - Summar_3
STOCKHOLDERS' EQUITY - Summary of Changes in Balances of Each Component of Accumulated Other Comprehensive Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||||||||
Beginning balance | $ 457,566 | $ 435,050 | $ 422,457 | $ 388,492 | $ 373,336 | $ 362,142 | $ 422,457 | $ 362,142 |
Other comprehensive income, net of tax | 3,910 | 2,980 | 6,143 | 892 | (235) | 3,830 | 13,033 | 4,487 |
Ending balance | 486,559 | $ 457,566 | 435,050 | $ 407,951 | $ 388,492 | $ 373,336 | 486,559 | $ 407,951 |
Accumulated Gain (Loss), Cash Flow Hedge | ||||||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||||||||
Beginning balance | $ (5,103) | (5,103) | ||||||
Other comprehensive income | 15,138 | |||||||
Amounts reclassified from accumulated other comprehensive income (loss) | 2,136 | |||||||
Income tax provision related to items of other comprehensive income | (4,241) | |||||||
Other comprehensive income, net of tax | 13,033 | |||||||
Ending balance | $ 7,930 | $ 7,930 |
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, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||||||
Interest expense | $ 6,177 | $ 5,164 | $ 17,078 | $ 15,928 | ||||
Income before income taxes | 31,812 | 22,462 | 63,335 | 46,431 | ||||
Provision for income taxes | 9,140 | 6,601 | 18,677 | 14,476 | ||||
Net income | 22,672 | $ 17,796 | $ 4,190 | 15,861 | $ 11,783 | $ 4,311 | 44,658 | 31,955 |
Accumulated Gain (Loss), Cash Flow Hedge | Amounts Reclassified Out of Accumulated Other Comprehensive Income (Loss), Net of Tax | ||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||||||
Income before income taxes | (14) | (1,204) | (2,136) | (3,551) | ||||
Provision for income taxes | 0 | (496) | (190) | (765) | ||||
Net income | (14) | (708) | (1,946) | (2,786) | ||||
Interest rate swaps | Accumulated Gain (Loss), Cash Flow Hedge | Amounts Reclassified Out of Accumulated Other Comprehensive Income (Loss), Net of Tax | ||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||||||
Interest expense | $ 14 | $ 1,204 | $ 2,136 | $ 3,551 |
EARNINGS PER SHARE (Details)
EARNINGS PER SHARE (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Numerator: | |||||
Net income | $ 22,672 | $ 15,861 | $ 44,658 | $ 31,955 | |
Denominators: | |||||
Unvested restricted stock (in shares) | (1,000) | (2,000) | (1,000) | (2,000) | |
Effect of weighted average shares outstanding (in shares) | (2,000) | (7,000) | (75,000) | (84,000) | |
Weighted average common shares outstanding, basic (in shares) | 51,677,000 | 51,389,000 | 51,604,000 | 51,312,000 | |
Impact of potentially dilutive securities: | |||||
Dilutive effect of stock options and other stock awards (in shares) | 129,000 | 197,000 | 145,000 | 194,000 | |
Weighted average common shares outstanding, diluted | 51,806,000 | 51,586,000 | 51,749,000 | 51,506,000 | |
Anti-dilutive potentially issuable shares (in shares) | 84,000 | 12,000 | 115,000 | 12,000 | |
Class A Common Stock | |||||
Denominators: | |||||
Common stock, shares outstanding (in shares) | 50,692,000 | 50,410,000 | 50,692,000 | 50,410,000 | 50,423,000 |
Class B Common Stock | |||||
Denominators: | |||||
Common stock, shares outstanding (in shares) | 988,000 | 988,000 | 988,000 | 988,000 | 988,000 |
OTHER ITEMS AND CHARGES (Detail
OTHER ITEMS AND CHARGES (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Unusual or Infrequent Items, or Both [Abstract] | ||||
Expense from acquisition activities | $ 816 | $ 1,904 | $ 3,878 | $ 3,950 |
Environmental remediation charge | $ 759 | $ 0 | $ 759 | $ 0 |
FAIR VALUE OF FINANCIAL INSTR_3
FAIR VALUE OF FINANCIAL INSTRUMENTS - Recurring Fair Value Measurements (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Assets: | ||
Restricted investment securities - landfill closure | $ 1,705 | $ 2,122 |
Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Assets: | ||
Interest rate swaps | 0 | 0 |
Total assets | 1,705 | 2,122 |
Liabilities: | ||
Interest rate swaps | 0 | |
Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | Landfill | ||
Assets: | ||
Restricted investment securities - landfill closure | 1,705 | 2,122 |
Recurring | Significant Other Observable Inputs (Level 2) | ||
Assets: | ||
Interest rate swaps | 12,340 | 424 |
Total assets | 12,340 | 424 |
Liabilities: | ||
Interest rate swaps | 5,176 | |
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 | 0 |
Total assets | 0 | 0 |
Liabilities: | ||
Interest rate swaps | 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) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Term loan A facility ("Term Loan Facility") due December 2026; bearing interest at LIBOR plus 1.375% | Secured Debt | ||
Debt Instrument [Line Items] | ||
Principal amount of debt | $ 350,000,000 | $ 350,000,000 |
Fair Value | Fixed Rate Bonds | ||
Debt Instrument [Line Items] | ||
Fixed rate debt | 185,533,000 | |
Carrying Value | ||
Debt Instrument [Line Items] | ||
Revolving credit facility | 0 | |
Carrying Value | Fixed Rate Bonds | ||
Debt Instrument [Line Items] | ||
Fixed rate debt | $ 197,000,000 |
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, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Segment Reporting Information [Line Items] | |||||
Revenues | $ 295,268 | $ 241,969 | $ 812,962 | $ 647,375 | |
Depreciation and amortization | 32,527 | 27,491 | 93,106 | 74,510 | |
Operating income (loss) | 36,288 | 27,387 | 78,175 | 61,343 | |
Total assets | 1,399,347 | 1,280,397 | 1,399,347 | 1,280,397 | $ 1,283,580 |
Operating | Eastern | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 93,137 | 75,154 | 251,720 | 188,557 | |
Depreciation and amortization | 11,907 | 9,407 | 34,895 | 23,342 | |
Operating income (loss) | 10,061 | 5,374 | 13,981 | 11,401 | |
Total assets | 361,950 | 352,067 | 361,950 | 352,067 | |
Operating | Western | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 121,903 | 103,523 | 332,626 | 288,139 | |
Depreciation and amortization | 16,778 | 15,710 | 47,376 | 44,838 | |
Operating income (loss) | 22,405 | 15,805 | 51,565 | 38,462 | |
Total assets | 725,232 | 673,608 | 725,232 | 673,608 | |
Operating | Resource Solutions | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 80,228 | 63,292 | 228,616 | 170,679 | |
Depreciation and amortization | 3,138 | 1,903 | 9,011 | 5,020 | |
Operating income (loss) | 4,526 | 6,679 | 14,453 | 12,792 | |
Total assets | 189,854 | 126,529 | 189,854 | 126,529 | |
Corporate Entities | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 0 | 0 | 0 | 0 | |
Depreciation and amortization | 704 | 471 | 1,824 | 1,310 | |
Operating income (loss) | (704) | (471) | (1,824) | (1,312) | |
Total assets | 122,311 | 128,193 | 122,311 | 128,193 | |
Inter-company revenues | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | (65,309) | (54,447) | (177,202) | (148,430) | |
Inter-company revenues | Eastern | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | (23,027) | (18,768) | (61,842) | (47,322) | |
Inter-company revenues | Western | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | (40,703) | (35,523) | (112,687) | (97,771) | |
Inter-company revenues | Resource Solutions | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | $ (1,579) | $ (156) | $ (2,673) | $ (3,337) |
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, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Revenue from External Customer [Line Items] | ||||
Revenues | $ 295,268 | $ 241,969 | $ 812,962 | $ 647,375 |
Solid waste operations | ||||
Revenue from External Customer [Line Items] | ||||
Revenues | 215,040 | 178,677 | 584,346 | 476,696 |
Collection | ||||
Revenue from External Customer [Line Items] | ||||
Revenues | 144,117 | 118,872 | 400,910 | 323,667 |
Disposal | ||||
Revenue from External Customer [Line Items] | ||||
Revenues | 66,147 | 55,593 | 169,503 | 142,618 |
Power generation | ||||
Revenue from External Customer [Line Items] | ||||
Revenues | 1,643 | 1,253 | 6,050 | 3,657 |
Processing | ||||
Revenue from External Customer [Line Items] | ||||
Revenues | 3,133 | 2,959 | 7,883 | 6,754 |
Resource Solutions operations | ||||
Revenue from External Customer [Line Items] | ||||
Revenues | 80,228 | 63,292 | 228,616 | 170,679 |
Processing | ||||
Revenue from External Customer [Line Items] | ||||
Revenues | 32,159 | 27,418 | 93,421 | 65,721 |
Non-processing | ||||
Revenue from External Customer [Line Items] | ||||
Revenues | $ 48,069 | $ 35,874 | $ 135,195 | $ 104,958 |