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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant To Section 13 or 15 (d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 3, 2023
Waste Connections, Inc.
(Exact name of registrant as specified in its charter)
Ontario, Canada |
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1-34370 |
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98-1202763 |
(State or other jurisdiction |
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(Commission |
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(I.R.S. Employer |
6220 Hwy 7, Suite 600
Woodbridge
Ontario L4H 4G3
Canada
(Address of principal executive offices)
Registrant’s telephone number, including area code: (905) 532-7510
Not Applicable
(Former name or address, if changed since last report.)
Securities registered pursuant to Section 12(b) of the Act:
Common Shares, no par value |
WCN |
New York Stock Exchange (“NYSE”) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other Events.
Waste Connections, Inc. (the “Company”) is filing this Current Report on Form 8-K (this “Current Report”) to reclassify historical segment information to reflect the Company’s current reportable segment structure. As previously disclosed in footnote 18 to the Company’s financial statements included in its Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 (the “2023 Q1 Form 10-Q”), the Company modified its organizational structure, effective April 1, 2023, from five to six geographic operating segments, due to continued growth in its business. The Company currently reports revenue and segment EBITDA based on the following six geographic solid waste operating segments: Southern, Western, Central, Eastern, Canada and MidSouth. Moving from five segments to six segments involved reallocating a small number of operating locations from the Western segment to the Central segment, the bifurcation of the previous Eastern segment into two smaller geographies now referred to as the Eastern segment and the MidSouth segment, as well as reallocating a small number of operating locations from the Southern segment to the MidSouth segment. All prior period results contained in the 2023 Q1 Form 10-Q and the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (the “2022 Form 10-K”) have been retrospectively revised to reflect the new segment reporting structure.
The Company is filing information under Item 8.01 of this Current Report to (i) provide investors with recast historical information in the Company’s financial reporting for periods prior to the segment reporting changes and (ii) incorporate by reference such recast historical financial information into the Company’s filings with the Securities and Exchange Commission and applicable securities commissions or similar regulatory authorities in Canada.
The following items from the 2023 Q1 Form 10-Q are being revised and updated from their previous presentation solely to reflect the Company’s new segment structure, as reflected in Exhibit 99.1 to this Current Report:
| ● | Part I, Item 1. Financial Statements; and |
| ● | Part I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations. |
Except for minor, non-substantive revisions, only the following note to the consolidated financial statements from the 2023 Q1 Form 10-Q has been revised from its previous presentation, as reflected in Exhibit 99.1 to this Current Report:
| ● | Note 10 — Segment Reporting. |
The following items from the 2022 Form 10-K are being revised and updated from their previous presentation solely to reflect the Company’s new segment structure, as reflected in Exhibit 99.2 to this Current Report:
| ● | Part I, Item 1. Business; |
| ● | Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations; and |
| ● | Part II, Item 8. Financial Statements and Supplementary Data. |
Except for minor, non-substantive revisions, only the following note to the consolidated financial statements from the 2022 Form 10-K has been revised from its previous presentation, as reflected in Exhibit 99.2 to this Current Report:
| ● | Note 17 — Segment Reporting. |
The changes referred to above had no impact on the Company’s historical consolidated financial position, results of operations or cash flows, and the recast financial information contained in Exhibit 99.1 and Exhibit 99.2 to this Current Report does not represent a restatement of previously issued financial statements.
This Current Report should be read in conjunction with the portions of the 2023 Q1 Form 10-Q and the 2022 Form 10-K that have not been updated herein.
Item 9.01 Financial Statements and Exhibits.
Exhibits.
Exhibit No. |
Description |
23.1 |
Consent of Grant Thornton, LLP, Independent Registered Public Accounting Firm |
99.1 |
|
99.2 |
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101.INS |
The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document |
101. SCH |
XBRL Taxonomy Extension Schema Document |
101.CAL |
XBRL Taxonomy Extension Calculation Linkbase Document |
101.LAB |
XBRL Taxonomy Extension Labels Linkbase Document |
101.PRE |
XBRL Taxonomy Extension Presentation Linkbase Document |
101.DEF |
XBRL Taxonomy Extension Definition Linkbase Document |
104 |
The cover page of Waste Connections, Inc. on Current Report on Form 8-K formatted in Inline XBRL |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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WASTE CONNECTIONS, INC. |
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Date: August 3, 2023 |
BY: |
/s/ Mary Anne Whitney |
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Mary Anne Whitney |
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Executive Vice President and Chief Financial Officer |
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We have issued our report dated February 16, 2023 (except for Note 17, as to which the date is August 3, 2023), with respect to the consolidated financial statements included in the Current Report of Waste Connections, Inc. on Form 8-K filed on August 3, 2023. We consent to the incorporation by reference of said report in the Registration Statements of Waste Connections, Inc. on Form S-3 (File No. 333-259244) and on Forms S-8 (File No. 333-168064, File No. 333-212245, File No. 333-212244, File No. 333-212243 and File No. 333-239554).
/s/ GRANT THORNTON LLP
Houston, Texas
August 3, 2023
Exhibit 99.1
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
WASTE CONNECTIONS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands of U.S. dollars, except share and per share amounts)
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March 31, |
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December 31, |
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2023 |
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2022 |
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ASSETS |
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Current assets: |
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Cash and equivalents |
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$ |
133,860 |
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$ |
78,637 |
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Accounts receivable, net of allowance for credit losses of $22,239 and $22,939 at March 31, 2023 and December 31, 2022, respectively |
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814,680 |
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833,862 |
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Prepaid expenses and other current assets |
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185,718 |
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205,146 |
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Total current assets |
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1,134,258 |
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1,117,645 |
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Restricted cash |
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106,625 |
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102,727 |
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Restricted investments |
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74,358 |
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68,099 |
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Property and equipment, net |
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6,956,620 |
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6,950,915 |
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Operating lease right-of-use assets |
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195,030 |
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192,506 |
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Goodwill |
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6,940,567 |
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6,902,297 |
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Intangible assets, net |
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1,697,193 |
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1,673,917 |
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Other assets, net |
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122,443 |
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126,497 |
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Total assets |
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$ |
17,227,094 |
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$ |
17,134,603 |
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LIABILITIES AND EQUITY |
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Current liabilities: |
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Accounts payable |
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$ |
526,229 |
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$ |
638,728 |
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Book overdraft |
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21,067 |
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15,645 |
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Deferred revenue |
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336,613 |
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325,002 |
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Accrued liabilities |
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390,195 |
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431,247 |
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Current portion of operating lease liabilities |
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34,078 |
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35,170 |
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Current portion of contingent consideration |
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64,489 |
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60,092 |
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Current portion of long-term debt and notes payable |
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10,513 |
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6,759 |
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Total current liabilities |
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1,383,184 |
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1,512,643 |
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Long-term portion of debt and notes payable |
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6,921,839 |
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6,890,149 |
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Long-term portion of operating lease liabilities |
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169,051 |
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165,462 |
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Long-term portion of contingent consideration |
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21,333 |
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21,323 |
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Deferred income taxes |
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1,041,152 |
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1,013,742 |
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Other long-term liabilities |
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451,571 |
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417,640 |
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Total liabilities |
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9,988,130 |
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10,020,959 |
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Commitments and contingencies (Note 17) |
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Equity: |
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Common shares: 257,547,090 shares issued and 257,487,434 shares outstanding at March 31, 2023; 257,211,175 shares issued and 257,145,716 shares outstanding at December 31, 2022 |
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3,274,564 |
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3,271,958 |
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Additional paid-in capital |
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238,484 |
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244,076 |
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Accumulated other comprehensive loss |
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(60,572) |
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(56,830) |
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Treasury shares: 59,656 and 65,459 shares at March 31, 2023 and December 31, 2022, respectively |
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— |
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— |
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Retained earnings |
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3,781,519 |
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3,649,494 |
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Total Waste Connections’ equity |
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7,233,995 |
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7,108,698 |
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Noncontrolling interest in subsidiaries |
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4,969 |
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4,946 |
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Total equity |
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7,238,964 |
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7,113,644 |
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Total liabilities and equity |
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$ |
17,227,094 |
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$ |
17,134,603 |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
1
WASTE CONNECTIONS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF NET INCOME
(Unaudited)
(In thousands of U.S. dollars, except share and per share amounts)
|
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Three Months Ended March 31, |
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2023 |
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2022 |
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Revenues |
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$ |
1,900,503 |
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$ |
1,646,255 |
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Operating expenses: |
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Cost of operations |
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1,146,941 |
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989,518 |
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Selling, general and administrative |
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193,667 |
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163,414 |
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Depreciation |
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204,059 |
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179,950 |
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Amortization of intangibles |
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39,282 |
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37,635 |
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Impairments and other operating items |
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1,865 |
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1,878 |
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Operating income |
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314,689 |
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273,860 |
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Interest expense |
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(68,353) |
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(41,324) |
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Interest income |
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2,715 |
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137 |
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Other income (expense), net |
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3,174 |
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(3,466) |
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Income before income tax provision |
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252,225 |
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229,207 |
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Income tax provision |
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(54,389) |
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(48,839) |
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Net income |
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197,836 |
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180,368 |
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Less: Net income attributable to noncontrolling interests |
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(23) |
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(44) |
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Net income attributable to Waste Connections |
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$ |
197,813 |
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$ |
180,324 |
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Earnings per common share attributable to Waste Connections’ common shareholders: |
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Basic |
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$ |
0.77 |
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$ |
0.70 |
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Diluted |
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$ |
0.77 |
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$ |
0.69 |
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Shares used in the per share calculations: |
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Basic |
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257,372,942 |
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258,946,933 |
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Diluted |
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257,988,971 |
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259,560,983 |
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Cash dividends per common share |
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$ |
0.255 |
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$ |
0.230 |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
2
WASTE CONNECTIONS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
(In thousands of U.S. dollars)
|
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Three Months Ended March 31, |
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2023 |
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2022 |
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Net income |
|
$ |
197,836 |
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$ |
180,368 |
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|
|
|
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Other comprehensive income (loss), before tax: |
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Interest rate swap amounts reclassified into interest expense |
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(4,080) |
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4,750 |
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Changes in fair value of interest rate swaps |
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(3,299) |
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44,699 |
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Foreign currency translation adjustment |
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1,682 |
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34,429 |
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Other comprehensive income (loss), before tax |
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(5,697) |
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83,878 |
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Income tax (expense) benefit related to items of other comprehensive income (loss) |
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1,955 |
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(13,104) |
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Other comprehensive income (loss), net of tax |
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(3,742) |
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70,774 |
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Comprehensive income |
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194,094 |
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251,142 |
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Less: Comprehensive income attributable to noncontrolling interests |
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(23) |
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(44) |
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Comprehensive income attributable to Waste Connections |
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$ |
194,071 |
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$ |
251,098 |
|
The accompanying notes are an integral part of these condensed consolidated financial statements.
3
WASTE CONNECTIONS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
(Unaudited)
(In thousands of U.S. dollars, except share amounts)
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WASTE CONNECTIONS' EQUITY |
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ACCUMULATED |
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ADDITIONAL |
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OTHER |
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COMMON SHARES |
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PAID-IN |
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COMPREHENSIVE |
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TREASURY SHARES |
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RETAINED |
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NONCONTROLLING |
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SHARES |
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AMOUNT |
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CAPITAL |
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INCOME (LOSS) |
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SHARES |
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AMOUNT |
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EARNINGS |
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INTERESTS |
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TOTAL |
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Balances at December 31, 2022 |
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257,145,716 |
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$ |
3,271,958 |
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$ |
244,076 |
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$ |
(56,830) |
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65,459 |
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$ |
— |
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$ |
3,649,494 |
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$ |
4,946 |
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$ |
7,113,644 |
Sale of common shares held in trust |
|
5,803 |
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|
765 |
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— |
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— |
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(5,803) |
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— |
|
|
— |
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|
— |
|
|
765 |
Vesting of restricted share units |
|
325,490 |
|
|
— |
|
|
— |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
Vesting of performance-based restricted share units |
|
140,498 |
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— |
|
|
— |
|
|
— |
|
— |
|
|
— |
|
|
— |
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|
— |
|
|
— |
Restricted share units released from deferred compensation plan |
|
19,151 |
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— |
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— |
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— |
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— |
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— |
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— |
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|
— |
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— |
Tax withholdings related to net share settlements of equity-based compensation |
|
(176,837) |
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— |
|
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(22,966) |
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— |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(22,966) |
Equity-based compensation |
|
— |
|
|
— |
|
|
17,374 |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
17,374 |
Exercise of warrants |
|
13,019 |
|
|
— |
|
|
— |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
Issuance of shares under employee share purchase plan |
|
14,594 |
|
|
1,841 |
|
|
— |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
1,841 |
Cash dividends on common shares |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
— |
|
|
— |
|
|
(65,788) |
|
|
— |
|
|
(65,788) |
Amounts reclassified into earnings, net of taxes |
|
— |
|
|
— |
|
|
— |
|
|
(2,999) |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(2,999) |
Changes in fair value of cash flow hedges, net of taxes |
|
— |
|
|
— |
|
|
— |
|
|
(2,425) |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(2,425) |
Foreign currency translation adjustment |
|
— |
|
|
— |
|
|
— |
|
|
1,682 |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
1,682 |
Net income |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
— |
|
|
— |
|
|
197,813 |
|
|
23 |
|
|
197,836 |
Balances at March 31, 2023 |
|
257,487,434 |
|
$ |
3,274,564 |
|
$ |
238,484 |
|
$ |
(60,572) |
|
59,656 |
|
$ |
— |
|
$ |
3,781,519 |
|
$ |
4,969 |
|
$ |
7,238,964 |
The accompanying notes are an integral part of these condensed consolidated financial statements.
4
WASTE CONNECTIONS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
(Unaudited)
(In thousands of U.S. dollars, except share amounts)
|
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WASTE CONNECTIONS' EQUITY |
|
|
|
|
|
|
|||||||||||||||||
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ACCUMULATED |
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|
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|
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|
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ADDITIONAL |
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OTHER |
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COMMON SHARES |
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PAID-IN |
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COMPREHENSIVE |
|
TREASURY SHARES |
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RETAINED |
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NONCONTROLLING |
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SHARES |
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AMOUNT |
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CAPITAL |
|
INCOME (LOSS) |
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SHARES |
|
AMOUNT |
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EARNINGS |
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INTERESTS |
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TOTAL |
|||||||
Balances at December 31, 2021 |
|
260,212,496 |
|
$ |
3,693,027 |
|
$ |
199,482 |
|
$ |
39,584 |
|
70,662 |
|
$ |
— |
|
$ |
3,056,845 |
|
$ |
4,607 |
|
$ |
6,993,545 |
Sale of common shares held in trust |
|
2,203 |
|
|
305 |
|
|
— |
|
|
— |
|
(2,203) |
|
|
— |
|
|
— |
|
|
— |
|
|
305 |
Vesting of restricted share units |
|
312,706 |
|
|
— |
|
|
— |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
Vesting of performance-based restricted share units |
|
57,677 |
|
|
— |
|
|
— |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
Restricted share units released from deferred compensation plan |
|
19,149 |
|
|
— |
|
|
— |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
Tax withholdings related to net share settlements of equity-based compensation |
|
(143,243) |
|
|
— |
|
|
(17,236) |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(17,236) |
Equity-based compensation |
|
— |
|
|
— |
|
|
14,139 |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
14,139 |
Exercise of warrants |
|
11,560 |
|
|
— |
|
|
— |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
Issuance of shares under employee share purchase plan |
|
12,015 |
|
|
1,554 |
|
|
— |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
1,554 |
Repurchase of common shares |
|
(3,388,155) |
|
|
(424,999) |
|
|
— |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(424,999) |
Cash dividends on common shares |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
— |
|
|
— |
|
|
(59,391) |
|
|
— |
|
|
(59,391) |
Amounts reclassified into earnings, net of taxes |
|
— |
|
|
— |
|
|
— |
|
|
3,491 |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
3,491 |
Changes in fair value of cash flow hedges, net of taxes |
|
— |
|
|
— |
|
|
— |
|
|
32,854 |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
32,854 |
Foreign currency translation adjustment |
|
— |
|
|
— |
|
|
— |
|
|
34,429 |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
34,429 |
Net income |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
— |
|
|
— |
|
|
180,324 |
|
|
44 |
|
|
180,368 |
Balances at March 31, 2022 |
|
257,096,408 |
|
$ |
3,269,887 |
|
$ |
196,385 |
|
$ |
110,358 |
|
68,459 |
|
$ |
— |
|
$ |
3,177,778 |
|
$ |
4,651 |
|
$ |
6,759,059 |
The accompanying notes are an integral part of these condensed consolidated financial statements.
5
WASTE CONNECTIONS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands of U.S. dollars)
|
|
Three Months Ended March 31, |
|
||||
|
|
2023 |
|
2022 |
|
||
CASH FLOWS FROM OPERATING ACTIVITIES: |
|
|
|
|
|
|
|
Net income |
|
$ |
197,836 |
|
$ |
180,368 |
|
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
|
|
|
|
Loss on disposal of assets and impairments |
|
|
1,910 |
|
|
2,090 |
|
Depreciation |
|
|
204,059 |
|
|
179,950 |
|
Amortization of intangibles |
|
|
39,282 |
|
|
37,635 |
|
Deferred income taxes, net of acquisitions |
|
|
28,229 |
|
|
38,378 |
|
Current period provision for expected credit losses |
|
|
2,247 |
|
|
3,022 |
|
Amortization of debt issuance costs |
|
|
1,621 |
|
|
1,195 |
|
Share-based compensation |
|
|
18,469 |
|
|
14,635 |
|
Interest accretion |
|
|
4,884 |
|
|
4,448 |
|
Adjustments to contingent consideration |
|
|
(637) |
|
|
(52) |
|
Other |
|
|
(2,937) |
|
|
382 |
|
Net change in operating assets and liabilities, net of acquisitions |
|
|
(52,605) |
|
|
(21,154) |
|
Net cash provided by operating activities |
|
|
442,358 |
|
|
440,897 |
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES: |
|
|
|
|
|
|
|
Payments for acquisitions, net of cash acquired |
|
|
(144,611) |
|
|
(355,212) |
|
Capital expenditures for property and equipment |
|
|
(175,786) |
|
|
(152,318) |
|
Proceeds from disposal of assets |
|
|
1,260 |
|
|
15,012 |
|
Other |
|
|
1,378 |
|
|
2,637 |
|
Net cash used in investing activities |
|
|
(317,759) |
|
|
(489,881) |
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES: |
|
|
|
|
|
|
|
Proceeds from long-term debt |
|
|
336,649 |
|
|
1,305,288 |
|
Principal payments on notes payable and long-term debt |
|
|
(320,027) |
|
|
(505,597) |
|
Payment of contingent consideration recorded at acquisition date |
|
|
(1,319) |
|
|
(3,571) |
|
Change in book overdraft |
|
|
5,421 |
|
|
87 |
|
Payments for repurchase of common shares |
|
|
— |
|
|
(424,999) |
|
Payments for cash dividends |
|
|
(65,788) |
|
|
(59,391) |
|
Tax withholdings related to net share settlements of equity-based compensation |
|
|
(22,966) |
|
|
(17,236) |
|
Debt issuance costs |
|
|
— |
|
|
(4,382) |
|
Proceeds from issuance of shares under employee share purchase plan |
|
|
1,841 |
|
|
1,554 |
|
Proceeds from sale of common shares held in trust |
|
|
765 |
|
|
305 |
|
Net cash provided by (used in) financing activities |
|
|
(65,424) |
|
|
292,058 |
|
|
|
|
|
|
|
|
|
Effect of exchange rate changes on cash, cash equivalents and restricted cash |
|
|
(54) |
|
|
595 |
|
|
|
|
|
|
|
|
|
Net increase in cash, cash equivalents and restricted cash |
|
|
59,121 |
|
|
243,669 |
|
Cash, cash equivalents and restricted cash at beginning of period |
|
|
181,364 |
|
|
219,615 |
|
Cash, cash equivalents and restricted cash at end of period |
|
$ |
240,485 |
|
$ |
463,284 |
|
|
|
|
|
|
|
|
|
Non-cash financing activities: |
|
|
|
|
|
|
|
Liabilities assumed and notes payable issued to sellers of businesses acquired |
|
$ |
34,224 |
|
$ |
40,122 |
|
The accompanying notes are an integral part of these condensed consolidated financial statements.
6
WASTE CONNECTIONS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(DOLLAR AMOUNTS IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)
1.BASIS OF PRESENTATION AND SUMMARY
The accompanying condensed consolidated financial statements relate to Waste Connections, Inc. and its subsidiaries (the “Company”) for the three month periods ended March 31, 2023 and 2022. In the opinion of management, the accompanying balance sheets and related interim statements of net income, comprehensive income, cash flows and equity include all adjustments, consisting only of normal recurring items, necessary for their fair statement in conformity with U.S. generally accepted accounting principles (“GAAP”). Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Examples include accounting for landfills, self-insurance accruals, income taxes, allocation of acquisition purchase price, contingent consideration accruals and asset impairments. An additional area that involves estimation is when the Company estimates the amount of potential exposure it may have with respect to litigation, claims and assessments in accordance with the accounting guidance on contingencies. Actual results for all estimates could differ materially from the estimates and assumptions that the Company uses in the preparation of its condensed consolidated financial statements.
Interim results are not necessarily indicative of results for a full year. These interim financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022.
2.REPORTING CURRENCY
The functional currency of the Company, as the parent corporate entity, and its operating subsidiaries in the United States, is the U.S. dollar. The functional currency of the Company’s Canadian operations is the Canadian dollar. The reporting currency of the Company is the U.S. dollar. The Company’s consolidated Canadian dollar financial position is translated to U.S. dollars by applying the foreign currency exchange rate in effect at the consolidated balance sheet date. The Company’s consolidated Canadian dollar results of operations and cash flows are translated to U.S. dollars by applying the average foreign currency exchange rate in effect during the reporting period. The resulting translation adjustments are included in other comprehensive income or loss. Gains and losses from foreign currency transactions are included in earnings for the period.
3.NEW ACCOUNTING STANDARDS
Accounting Standards Pending Adoption
Clawback of Executive Compensation Rules. In October 2022, the Securities and Exchange Commission (the “SEC”) adopted final rules regarding the recovery of erroneously awarded incentive-based executive compensation. The rules direct U.S. securities exchanges to establish standards to require listed issuers to develop and implement a written policy providing for the recovery of incentive-based compensation received by current and former executive officers in the event of a required accounting restatement when that compensation was based on an erroneously reported financial reporting measure. The new rule and related amendments include a number of new disclosure requirements, including requiring issuers to file their recovery policy as an exhibit to their annual reports and establishing new cover page disclosures on Form 10-K indicating whether the financial statements included in the filing reflect the correction of an error and whether the error correction required an incentive-based compensation recovery analysis. The U.S. securities exchanges filed proposed listing standards to implement the SEC’s directive, and those listing standards must be effective no later than November 28, 2023. Affected issuers will be required to adopt a recovery policy no later than 60 days after the listing standards become effective.
7
WASTE CONNECTIONS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(DOLLAR AMOUNTS IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)
4.REVENUE
The Company’s operations primarily consist of providing non-hazardous waste collection, transfer, disposal and recycling services, non-hazardous oil and natural gas exploration and production (“E&P”) waste treatment, recovery and disposal services and intermodal services. The following table disaggregates the Company’s revenues by service line for the periods indicated:
|
|
Three Months Ended March 31, |
|
||||
|
|
2023 |
|
2022 |
|
||
Commercial |
|
$ |
602,279 |
|
$ |
499,676 |
|
Residential |
|
|
514,053 |
|
|
440,288 |
|
Industrial and construction roll off |
|
|
318,315 |
|
|
259,488 |
|
Total collection |
|
|
1,434,647 |
|
|
1,199,452 |
|
Landfill |
|
|
343,433 |
|
|
299,765 |
|
Transfer |
|
|
273,521 |
|
|
217,957 |
|
Recycling |
|
|
31,301 |
|
|
63,094 |
|
E&P |
|
|
51,759 |
|
|
43,555 |
|
Intermodal and other |
|
|
38,212 |
|
|
45,693 |
|
Intercompany |
|
|
(272,370) |
|
|
(223,261) |
|
Total |
|
$ |
1,900,503 |
|
$ |
1,646,255 |
|
The factors that impact the timing and amount of revenue recognized for each service line may vary based on the nature of the service performed. Generally, the Company recognizes revenue at the time it performs a service. In the event that the Company bills for services in advance of performance, it recognizes deferred revenue for the amount billed and subsequently recognizes revenue at the time the service is provided. Substantially all of the deferred revenue recorded as of December 31, 2022 was recognized as revenue during the three months ended March 31, 2023 when the service was performed.
See Note 10 for additional information regarding revenue by reportable segment.
Contract Acquisition Costs
The incremental direct costs of obtaining a contract, which consist of sales incentives, are recognized as Other assets in the Company’s Condensed Consolidated Balance Sheets, and are amortized to Selling, general and administrative expense over the estimated life of the relevant customer relationship, which ranges from one to five years. The Company recognizes the incremental costs of obtaining a contract as an expense when incurred if the amortization period of the asset that the Company would have recognized is one year or less. The Company had $23,818 of deferred sales incentives at each of March 31, 2023 and December 31, 2022.
5.ACCOUNTS RECEIVABLE
Accounts receivable are recorded when billed or accrued and represent claims against third parties that will be settled in cash. The carrying value of the Company’s receivables, net of the allowance for credit losses, represents their estimated net realizable value.
The allowance for credit losses is based on management’s assessment of the collectability of assets pooled together with similar risk characteristics. The Company monitors the collectability of its trade receivables as one overall pool due to all trade receivables having similar risk characteristics.
8
WASTE CONNECTIONS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(DOLLAR AMOUNTS IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)
The Company estimates its allowance for credit losses based on historical collection trends, the age of outstanding receivables, geographical location of the customer, existing economic conditions and reasonable forecasts. If events or changes in circumstances indicate that specific receivable balances may be impaired, further consideration is given to the collectability of those balances and the allowance is adjusted accordingly. Past-due receivable balances are written off when the Company’s internal collection efforts have been unsuccessful in collecting the amount due.
The following is a rollforward of the Company’s allowance for credit losses for the periods indicated:
|
|
Three Months Ended March 31, |
||||
|
|
2023 |
|
2022 |
||
Beginning balance |
|
$ |
22,939 |
|
$ |
18,480 |
Current period provision for expected credit losses |
|
|
2,247 |
|
|
3,022 |
Write-offs charged against the allowance |
|
|
(5,017) |
|
|
(3,435) |
Recoveries collected |
|
|
2,068 |
|
|
1,272 |
Impact of changes in foreign currency |
|
|
2 |
|
|
22 |
Ending balance |
|
$ |
22,239 |
|
$ |
19,361 |
6.LANDFILL ACCOUNTING
At March 31, 2023, the Company’s landfills consisted of 89 owned landfills, five landfills operated under life-of-site operating agreements and seven landfills operated under limited-term operating agreements. The Company’s landfills had site costs with a net book value of $3,284,137 at March 31, 2023. For the Company’s landfills operated under limited-term operating agreements and life-of-site operating agreements, the owner of the property (generally a municipality) usually owns the permit and the Company operates the landfill for a contracted term. Where the contracted term is not the life of the landfill, the property owner is generally responsible for final capping, closure and post-closure obligations. The Company is responsible for all final capping, closure and post-closure liabilities at the landfills it operates under life-of-site operating agreements.
The Company’s internal and third-party engineers perform surveys at least annually to estimate the remaining disposal capacity at its landfills. Many of the Company’s existing landfills have the potential for expanded disposal capacity beyond the amount currently permitted. The Company’s landfill depletion rates are based on the remaining disposal capacity, considering both permitted and probable expansion airspace, at the landfills it owns and landfills it operates, but does not own, under life-of-site agreements. The Company’s landfill depletion rate is based on the term of the operating agreement at its operated landfill that has capitalized expenditures. Expansion airspace consists of additional disposal capacity being pursued through means of an expansion that has not yet been permitted. Expansion airspace that meets certain criteria is included in the estimate of total landfill airspace.
Based on remaining permitted capacity as of March 31, 2023, and projected annual disposal volumes, the average remaining landfill life for the Company’s owned landfills and landfills operated under life-of-site operating agreements is estimated to be approximately 31 years. As of March 31, 2023, the Company is seeking to expand permitted capacity at ten of its owned landfills and two landfills that it operates under life-of-site operating agreements, and considers the achievement of these expansions to be probable. Although the Company cannot be certain that all future expansions will be permitted as designed, the average remaining life, when considering remaining permitted capacity, probable expansion capacity and projected annual disposal volume, of the Company’s owned landfills and landfills operated under life-of-site operating agreements is approximately 34 years. The estimated remaining lives of the Company’s owned landfills and landfills operated under life-of-site operating agreements range from 2 to 308 years, with approximately 90% of the projected annual disposal volume from landfills with remaining lives of less than 70 years.
9
WASTE CONNECTIONS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(DOLLAR AMOUNTS IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)
During the three months ended March 31, 2023 and 2022, the Company expensed $59,055 and $53,826, respectively, or an average of $5.06 and $4.90 per ton consumed, respectively, related to landfill depletion at owned landfills and landfills operated under life-of-site agreements.
The Company reserves for estimated final capping, closure and post-closure maintenance obligations at the landfills it owns and landfills it operates under life-of-site operating agreements. The Company calculates the net present value of its final capping, closure and post-closure liabilities by estimating the total obligation in current dollars, inflating the obligation based upon the expected date of the expenditure and discounting the inflated total to its present value using a credit-adjusted risk-free rate. Any changes in expectations that result in an upward revision to the estimated undiscounted cash flows are treated as a new liability and are inflated and discounted at rates reflecting market conditions. Any changes in expectations that result in a downward revision (or no revision) to the estimated undiscounted cash flows result in a liability that is inflated and discounted at rates reflecting the market conditions at the time the cash flows were originally estimated. This policy results in the Company’s final capping, closure and post-closure liabilities being recorded in “layers.” The Company’s discount rate assumption for purposes of computing “layers” for final capping, closure and post-closure liabilities is based on its long-term credit adjusted risk-free rate. The Company’s discount rate assumption for purposes of computing 2023 and 2022 “layers” for final capping, closure and post-closure obligations is 5.50% for 2023 and ranged from 3.25% to 5.50% for 2022. The Company’s long-term inflation rate assumption is 2.75% for the year ending December 31, 2023 and ranged from 2.25% to 2.75% for the year ending December 31, 2022. The resulting final capping, closure and post-closure obligations are recorded on the Condensed Consolidated Balance Sheets along with an offsetting addition to site costs which is amortized to depletion expense as the remaining landfill airspace is consumed. Interest is accreted on the recorded liability using the corresponding discount rate. During the three months ended March 31, 2023 and 2022, the Company expensed $4,474 and $4,050, respectively, or an average of $0.38 and $0.37 per ton consumed, respectively, related to final capping, closure and post-closure accretion expense.
The following is a reconciliation of the Company’s final capping, closure and post-closure liability balance from December 31, 2022 to March 31, 2023:
Final capping, closure and post-closure liability at December 31, 2022 |
|
$ |
344,606 |
Liability adjustments |
|
|
14,704 |
Accretion expense associated with landfill obligations |
|
|
4,474 |
Closure payments |
|
|
(5,346) |
Assumption of closure liabilities from acquisitions |
|
|
3,443 |
Foreign currency translation adjustment |
|
|
24 |
Final capping, closure and post-closure liability at March 31, 2023 |
|
$ |
361,905 |
Liability adjustments of $14,704 for the three months ended March 31, 2023, represent non-cash changes to final capping, closure and post-closure liabilities and are recorded on the Condensed Consolidated Balance Sheets along with an offsetting addition to site costs, which is amortized to depletion expense as the remaining landfill airspace is consumed. The final capping, closure and post-closure liability is included in Other long-term liabilities in the Condensed Consolidated Balance Sheets. The Company performs its annual review of its cost and capacity estimates in the first quarter of each year.
At March 31, 2023 and December 31, 2022, $8,130 and $6,890, respectively, of the Company’s restricted cash balance and $62,552 and $57,469, respectively, of the Company’s restricted investments balance was for purposes of securing its performance of future final capping, closure and post-closure obligations.
10
WASTE CONNECTIONS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(DOLLAR AMOUNTS IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)
7.ACQUISITIONS
The Company acquired four individually immaterial non-hazardous solid waste collection, transfer, recycling and disposal businesses during the three months ended March 31, 2023. The total transaction-related expenses incurred during the three months ended March 31, 2023 for these acquisitions were $2,081. These expenses are included in Selling, general and administrative expenses in the Company’s Condensed Consolidated Statements of Net Income.
The Company acquired four individually immaterial non-hazardous solid waste collection, transfer and recycling businesses during the three months ended March 31, 2022. The total transaction-related expenses incurred during the three months ended March 31, 2022 for these acquisitions were $4,540. These expenses are included in Selling, general and administrative expenses in the Company’s Condensed Consolidated Statements of Net Income.
The results of operations of the acquired businesses have been included in the Company’s Condensed Consolidated Financial Statements from their respective acquisition dates. The Company expects these acquired businesses to contribute towards the achievement of the Company’s strategy to expand through acquisitions. Goodwill acquired is attributable to the synergies and ancillary growth opportunities expected to arise after the Company’s acquisition of these businesses.
11
WASTE CONNECTIONS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(DOLLAR AMOUNTS IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)
The following table summarizes the consideration transferred to acquire these businesses and the preliminary amounts of identifiable assets acquired and liabilities assumed at the acquisition dates for the acquisitions consummated in the three months ended March 31, 2023 and 2022:
|
|
2023 |
|
2022 |
||
|
|
Acquisitions |
|
Acquisitions |
||
Fair value of consideration transferred: |
|
|
|
|
|
|
Cash |
|
$ |
144,611 |
|
$ |
355,212 |
Debt assumed |
|
|
17,097 |
|
|
— |
|
|
|
161,708 |
|
|
355,212 |
|
|
|
|
|
|
|
Recognized amounts of identifiable assets acquired and liabilities assumed associated with businesses acquired: |
|
|
|
|
|
|
Accounts receivable |
|
|
3,882 |
|
|
9,211 |
Prepaid expenses and other current assets |
|
|
2,290 |
|
|
2,059 |
Restricted investments |
|
|
5,462 |
|
|
— |
Operating lease right-of-use assets |
|
|
587 |
|
|
1,715 |
Property and equipment |
|
|
67,201 |
|
|
89,565 |
Long-term franchise agreements and contracts |
|
|
58,630 |
|
|
4,994 |
Customer lists |
|
|
1,527 |
|
|
38,944 |
Permits and other intangibles |
|
|
2,403 |
|
|
34,245 |
Accounts payable and accrued liabilities |
|
|
(4,159) |
|
|
(20,382) |
Current portion of operating lease liabilities |
|
|
(53) |
|
|
(830) |
Deferred revenue |
|
|
(761) |
|
|
(3,077) |
Contingent consideration |
|
|
(6,000) |
|
|
(5,000) |
Long-term portion of operating lease liabilities |
|
|
(534) |
|
|
(885) |
Other long-term liabilities |
|
|
(4,543) |
|
|
(631) |
Deferred income taxes |
|
|
(1,077) |
|
|
(9,317) |
Total identifiable net assets |
|
|
124,855 |
|
|
140,611 |
Goodwill |
|
$ |
36,853 |
|
$ |
214,601 |
Goodwill acquired during the three months ended March 31, 2023 and 2022, totaling $36,853 and $80,455, respectively, is expected to be deductible for tax purposes. The fair value of acquired working capital related to 10 individually immaterial acquisitions completed during the twelve months ended March 31, 2023, is provisional pending receipt of information from the acquirees to support the fair value of the assets acquired and liabilities assumed. Any adjustments recorded relating to finalizing the working capital for these 10 acquisitions are not expected to be material to the Company’s financial position.
The gross amount of trade receivables due under contracts acquired during the three months ended March 31, 2023, was $4,164, of which $282 was expected to be uncollectible. The gross amount of trade receivables due under contracts acquired during the three months ended March 31, 2022, was $11,412, of which $2,201 was expected to be uncollectible. The Company did not acquire any other class of receivable as a result of the acquisition of these businesses.
12
WASTE CONNECTIONS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(DOLLAR AMOUNTS IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)
8.INTANGIBLE ASSETS, NET
Intangible assets, exclusive of goodwill, consisted of the following at March 31, 2023:
|
|
Gross |
|
|
|
|
Accumulated |
|
Net |
|||
|
|
Carrying |
|
Accumulated |
|
Impairment |
|
Carrying |
||||
|
|
Amount |
|
Amortization |
|
Loss |
|
Amount |
||||
Finite-lived intangible assets: |
|
|
|
|
|
|
|
|
|
|
|
|
Long-term franchise agreements and contracts |
|
$ |
975,058 |
|
$ |
(312,988) |
|
$ |
— |
|
$ |
662,070 |
Customer lists |
|
|
778,352 |
|
|
(545,232) |
|
|
— |
|
|
233,120 |
Permits and other |
|
|
782,166 |
|
|
(120,992) |
|
|
(40,784) |
|
|
620,390 |
|
|
|
2,535,576 |
|
|
(979,212) |
|
|
(40,784) |
|
|
1,515,580 |
Indefinite-lived intangible assets: |
|
|
|
|
|
|
|
|
|
|
|
|
Solid waste collection and transportation permits |
|
|
181,613 |
|
|
— |
|
|
— |
|
|
181,613 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Intangible assets, exclusive of goodwill |
|
$ |
2,717,189 |
|
$ |
(979,212) |
|
$ |
(40,784) |
|
$ |
1,697,193 |
The weighted-average amortization period of long-term franchise agreements and contracts acquired during the three months ended March 31, 2023 was 25.0 years. The weighted-average amortization period of customer lists acquired during the three months ended March 31, 2023 was 11.5 years. The weighted-average amortization period of finite-lived permits and other acquired during the three months ended March 31, 2023 was 40.0 years.
Intangible assets, exclusive of goodwill, consisted of the following at December 31, 2022:
|
|
Gross |
|
|
|
|
Accumulated |
|
Net |
|||
|
|
Carrying |
|
Accumulated |
|
Impairment |
|
Carrying |
||||
|
|
Amount |
|
Amortization |
|
Loss |
|
Amount |
||||
Finite-lived intangible assets: |
|
|
|
|
|
|
|
|
|
|
|
|
Long-term franchise agreements and contracts |
|
$ |
916,582 |
|
$ |
(297,382) |
|
$ |
— |
|
$ |
619,200 |
Customer lists |
|
|
776,719 |
|
|
(527,425) |
|
|
— |
|
|
249,294 |
Permits and other |
|
|
779,689 |
|
|
(115,095) |
|
|
(40,784) |
|
|
623,810 |
|
|
|
2,472,990 |
|
|
(939,902) |
|
|
(40,784) |
|
|
1,492,304 |
Indefinite-lived intangible assets: |
|
|
|
|
|
|
|
|
|
|
|
|
Solid waste collection and transportation permits |
|
|
181,613 |
|
|
— |
|
|
— |
|
|
181,613 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Intangible assets, exclusive of goodwill |
|
$ |
2,654,603 |
|
$ |
(939,902) |
|
$ |
(40,784) |
|
$ |
1,673,917 |
Estimated future amortization expense for the next five years relating to finite-lived intangible assets owned as of March 31, 2023 is as follows:
For the year ending December 31, 2023 |
|
$ |
156,320 |
For the year ending December 31, 2024 |
|
$ |
141,755 |
For the year ending December 31, 2025 |
|
$ |
124,919 |
For the year ending December 31, 2026 |
|
$ |
109,325 |
For the year ending December 31, 2027 |
|
$ |
95,730 |
13
WASTE CONNECTIONS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(DOLLAR AMOUNTS IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)
9.LONG-TERM DEBT
The following table presents the Company’s long-term debt at March 31, 2023 and December 31, 2022:
|
|
March 31, |
|
December 31, |
|
||
|
|
2023 |
|
2022 |
|
||
Revolver under Credit Agreement, bearing interest ranging from 5.77% to 5.92% (a) |
|
$ |
650,587 |
|
$ |
614,705 |
|
Term loan under Credit Agreement, bearing interest at 5.77% (a) |
|
|
650,000 |
|
|
650,000 |
|
Term loan under Term Loan Agreement, bearing interest at 5.78% (a) |
|
|
800,000 |
|
|
800,000 |
|
4.25% Senior Notes due 2028 |
|
|
500,000 |
|
|
500,000 |
|
3.50% Senior Notes due 2029 |
|
|
500,000 |
|
|
500,000 |
|
2.60% Senior Notes due 2030 |
|
|
600,000 |
|
|
600,000 |
|
2.20% Senior Notes due 2032 |
|
|
650,000 |
|
|
650,000 |
|
3.20% Senior Notes due 2032 |
|
|
500,000 |
|
|
500,000 |
|
4.20% Senior Notes due 2033 |
|
|
750,000 |
|
|
750,000 |
|
3.05% Senior Notes due 2050 |
|
|
500,000 |
|
|
500,000 |
|
2.95% Senior Notes due 2052 |
|
|
850,000 |
|
|
850,000 |
|
Notes payable to sellers and other third parties, bearing interest ranging from 2.42% to 10.35%, principal and interest payments due periodically with due dates ranging from 2024 to 2036 (a) |
|
|
36,049 |
|
|
37,232 |
|
Finance leases, bearing interest ranging from 1.89% to 2.16%, with lease expiration dates ranging from 2026 to 2027 (a) |
|
|
10,791 |
|
|
11,464 |
|
|
|
|
6,997,427 |
|
|
6,963,401 |
|
Less – current portion |
|
|
(10,513) |
|
|
(6,759) |
|
Less – unamortized debt discount and issuance costs |
|
|
(65,075) |
|
|
(66,493) |
|
Long-term portion of debt and notes payable |
|
$ |
6,921,839 |
|
$ |
6,890,149 |
|
____________________
| (a) | Interest rates represent the interest rates at March 31, 2023. |
14
WASTE CONNECTIONS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(DOLLAR AMOUNTS IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)
Credit Agreement
Details of the Credit Agreement are as follows:
|
|
March 31, |
|
December 31, |
|
|
||
|
|
2023 |
|
2022 |
|
|
||
Revolver under Credit Agreement |
|
|
|
|
|
|
|
|
Available |
|
$ |
1,159,902 |
|
$ |
1,193,502 |
|
|
Letters of credit outstanding |
|
$ |
39,511 |
|
$ |
41,793 |
|
|
Total amount drawn, as follows: |
|
$ |
650,587 |
|
$ |
614,705 |
|
|
Amount drawn – U.S. Term SOFR rate loan |
|
$ |
280,000 |
|
$ |
391,000 |
|
|
Interest rate applicable – U.S. Term SOFR rate loan |
|
|
5.77 |
% |
|
5.42 |
% |
|
Amount drawn – U.S. Term SOFR rate loan |
|
$ |
100,000 |
|
$ |
— |
|
|
Interest rate applicable – U.S. Term SOFR rate loan |
|
|
5.78 |
% |
|
— |
% |
|
Amount drawn – U.S. Term SOFR rate loan |
|
$ |
60,000 |
|
$ |
— |
|
|
Interest rate applicable – U.S. Term SOFR rate loan |
|
|
5.91 |
% |
|
— |
% |
|
Amount drawn – Canadian bankers’ acceptance |
|
$ |
210,587 |
|
$ |
223,705 |
|
|
Interest rate applicable – Canadian bankers’ acceptance |
|
|
5.92 |
% |
|
5.74 |
% |
|
Commitment – rate applicable |
|
|
0.09 |
% |
|
0.09 |
% |
|
Term loan under Credit Agreement |
|
|
|
|
|
|
|
|
Amount drawn – U.S. Term SOFR rate loan |
|
$ |
650,000 |
|
$ |
650,000 |
|
|
Interest rate applicable – U.S. Term SOFR rate loan |
|
|
5.77 |
% |
|
5.42 |
% |
|
In addition to the $39,511 of letters of credit at March 31, 2023 issued and outstanding under the Credit Agreement, the Company has issued and outstanding letters of credit totaling $85,120 under facilities other than the Credit Agreement.
10.SEGMENT REPORTING
The Company’s revenues are generated from the collection, transfer, recycling and disposal of non-hazardous solid waste and the treatment, recovery and disposal of non-hazardous E&P waste. No single contract or customer accounted for more than 10% of the Company’s total revenues at the consolidated or reportable segment level during the periods presented.
Effective April 1, 2023, the Company modified its organizational structure under new regional operating segments as the result of continued growth in its business. The Company now reports revenue and segment EBITDA based on the following six geographic solid waste operating segments: Southern, Western, Central, Eastern, Canada and MidSouth. A small number of operating locations have been reallocated from the Western segment to the Central segment, the previous Eastern segment has been bifurcated into two smaller geographies now referred to as the Eastern segment and MidSouth segment, and a small number of operating locations have been reallocated from the Southern segment to the MidSouth segment. The Company’s six geographic solid waste operating segments comprise its reportable segments. Each operating segment is responsible for managing several vertically integrated operations, which are comprised of districts. The segment information presented herein reflects the realignment of these regions.
The Company’s Chief Operating Decision Maker evaluates operating segment profitability and determines resource allocations based on several factors, of which the primary financial measure is segment EBITDA. The Company defines segment EBITDA as earnings before interest, taxes, depreciation, amortization, impairments and other operating items, and other income (expense). Segment EBITDA is not a measure of operating income, operating performance or liquidity under GAAP and may not be comparable to similarly titled measures reported by other companies. The Company’s management uses segment EBITDA in the evaluation of segment operating performance as it is a profit measure that is generally within the control of the operating segments.
15
WASTE CONNECTIONS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(DOLLAR AMOUNTS IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)
A reconciliation of segment EBITDA to Income before income tax provision is included at the end of this Note 10.
Summarized financial information concerning the Company’s reportable segments for the three months ended March 31, 2023 and 2022, is shown in the following tables:
Three Months Ended |
|
|
|
|
Intercompany |
|
Reported |
|
Segment |
|||
March 31, 2023 |
|
Revenue |
|
Revenue(b) |
|
Revenue |
|
EBITDA(c) |
||||
Southern |
|
$ |
451,000 |
|
$ |
(51,107) |
|
$ |
399,893 |
|
$ |
121,914 |
Western |
|
|
444,796 |
|
|
(48,957) |
|
|
395,839 |
|
|
110,689 |
Central |
|
|
383,525 |
|
|
(43,540) |
|
|
339,985 |
|
|
115,756 |
Eastern |
|
|
388,797 |
|
|
(59,669) |
|
|
329,128 |
|
|
73,275 |
Canada |
|
|
253,670 |
|
|
(26,514) |
|
|
227,156 |
|
|
82,984 |
MidSouth |
|
|
251,085 |
|
|
(42,583) |
|
|
208,502 |
|
|
57,731 |
Corporate(a) |
|
|
— |
|
|
— |
|
|
— |
|
|
(2,454) |
|
|
$ |
2,172,873 |
|
$ |
(272,370) |
|
$ |
1,900,503 |
|
$ |
559,895 |
Three Months Ended |
|
|
|
|
Intercompany |
|
Reported |
|
Segment |
|||
March 31, 2022 |
|
Revenue |
|
Revenue(b) |
|
Revenue |
|
EBITDA(c) |
||||
Southern |
|
$ |
385,636 |
|
$ |
(39,570) |
|
$ |
346,066 |
|
$ |
101,124 |
Western |
|
|
376,538 |
|
|
(42,879) |
|
|
333,659 |
|
|
100,000 |
Central |
|
|
322,998 |
|
|
(32,936) |
|
|
290,062 |
|
|
96,951 |
Eastern |
|
|
315,967 |
|
|
(45,165) |
|
|
270,802 |
|
|
65,287 |
Canada |
|
|
240,215 |
|
|
(25,508) |
|
|
214,707 |
|
|
84,844 |
MidSouth |
|
|
228,162 |
|
|
(37,203) |
|
|
190,959 |
|
|
49,819 |
Corporate(a) |
|
|
— |
|
|
— |
|
|
— |
|
|
(4,702) |
|
|
$ |
1,869,516 |
|
$ |
(223,261) |
|
$ |
1,646,255 |
|
$ |
493,323 |
____________________
| (a) | The majority of Corporate expenses are allocated to the six operating segments. Direct acquisition expenses, expenses associated with common shares held in the deferred compensation plan exchanged for other investment options and share-based compensation expenses associated with Progressive Waste share-based grants outstanding at June 1, 2016 that were continued by the Company are not allocated to the six operating segments and comprise the net EBITDA of the Company’s Corporate segment for the periods presented. |
| (b) | Intercompany revenues reflect each segment’s total intercompany sales, including intercompany sales within a segment and between segments. Transactions within and between segments are generally made on a basis intended to reflect the market value of the service. |
| (c) | For those items included in the determination of segment EBITDA, the accounting policies of the segments are the same as those described in the Company’s most recent Annual Report on Form 10-K. |
The following tables show changes in goodwill during the three months ended March 31, 2023 and 2022, by reportable segment:
|
|
Southern |
|
Western |
|
Central |
|
Eastern |
|
Canada |
|
MidSouth |
|
Total |
|||||||
Balance as of December 31, 2022 |
|
$ |
1,547,894 |
|
$ |
732,335 |
|
$ |
1,003,470 |
|
$ |
1,189,111 |
|
$ |
1,684,670 |
|
$ |
744,817 |
|
$ |
6,902,297 |
Goodwill acquired |
|
|
— |
|
|
30,703 |
|
|
397 |
|
|
3,440 |
|
|
— |
|
|
3,249 |
|
|
37,789 |
Goodwill acquisition adjustments |
|
|
(647) |
|
|
— |
|
|
— |
|
|
— |
|
|
(289) |
|
|
— |
|
|
(936) |
Impact of changes in foreign currency |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
1,417 |
|
|
— |
|
|
1,417 |
Balance as of March 31, 2023 |
|
$ |
1,547,247 |
|
$ |
763,038 |
|
$ |
1,003,867 |
|
$ |
1,192,551 |
|
$ |
1,685,798 |
|
$ |
748,066 |
|
$ |
6,940,567 |
16
WASTE CONNECTIONS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(DOLLAR AMOUNTS IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)
|
|
Southern |
|
Western |
|
Central |
|
Eastern |
|
Canada |
|
MidSouth |
|
Total |
|||||||
Balance as of December 31, 2021 |
|
$ |
1,457,437 |
|
$ |
503,223 |
|
$ |
931,269 |
|
$ |
992,578 |
|
$ |
1,559,512 |
|
$ |
743,624 |
|
$ |
6,187,643 |
Goodwill acquired |
|
|
— |
|
|
— |
|
|
2,794 |
|
|
85,866 |
|
|
123,384 |
|
|
— |
|
|
212,044 |
Goodwill acquisition adjustments |
|
|
— |
|
|
2,652 |
|
|
— |
|
|
— |
|
|
— |
|
|
(95) |
|
|
2,557 |
Impact of changes in foreign currency |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
25,519 |
|
|
— |
|
|
25,519 |
Balance as of March 31, 2022 |
|
$ |
1,457,437 |
|
$ |
505,875 |
|
$ |
934,063 |
|
$ |
1,078,444 |
|
$ |
1,708,415 |
|
$ |
743,529 |
|
$ |
6,427,763 |
A reconciliation of the Company’s primary measure of segment profitability (segment EBITDA) to Income before income tax provision in the Condensed Consolidated Statements of Net Income is as follows:
|
|
Three Months Ended |
||||
|
|
March 31, |
||||
|
|
2023 |
|
2022 |
||
Southern segment EBITDA |
|
$ |
121,914 |
|
$ |
101,124 |
Western segment EBITDA |
|
|
110,689 |
|
|
100,000 |
Central segment EBITDA |
|
|
115,756 |
|
|
96,951 |
Eastern segment EBITDA |
|
|
73,275 |
|
|
65,287 |
Canada segment EBITDA |
|
|
82,984 |
|
|
84,844 |
MidSouth segment EBITDA |
|
|
57,731 |
|
|
49,819 |
Subtotal reportable segments |
|
|
562,349 |
|
|
498,025 |
Unallocated corporate overhead |
|
|
(2,454) |
|
|
(4,702) |
Depreciation |
|
|
(204,059) |
|
|
(179,950) |
Amortization of intangibles |
|
|
(39,282) |
|
|
(37,635) |
Impairments and other operating items |
|
|
(1,865) |
|
|
(1,878) |
Interest expense |
|
|
(68,353) |
|
|
(41,324) |
Interest income |
|
|
2,715 |
|
|
137 |
Other income (expense), net |
|
|
3,174 |
|
|
(3,466) |
Income before income tax provision |
|
$ |
252,225 |
|
$ |
229,207 |
11.DERIVATIVE FINANCIAL INSTRUMENTS
The Company recognizes all derivatives on the Condensed Consolidated Balance Sheets at fair value. All of the Company’s derivatives have been designated as cash flow hedges; therefore, the gain or loss on the derivatives will be recognized in accumulated other comprehensive income (loss) (“AOCIL”) and reclassified into earnings in the same period during which the hedged transaction affects earnings and is presented in the same income statement line item as the earnings effect of the hedged item. The Company classifies cash inflows and outflows from derivatives within operating activities on the Condensed Consolidated Statements of Cash Flows.
One of the Company’s objectives for utilizing derivative instruments is to reduce its exposure to fluctuations in cash flows due to changes in the variable interest rates of certain borrowings under the Credit Agreement. The Company’s strategy to achieve that objective involves entering into interest rate swaps. The interest rate swaps outstanding at March 31, 2023 were specifically designated to the Credit Agreement and accounted for as cash flow hedges.
17
WASTE CONNECTIONS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(DOLLAR AMOUNTS IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)
At March 31, 2023, the Company’s derivative instruments included four interest rate swap agreements as follows:
|
|
|
|
|
Fixed |
|
Variable |
|
|
|
|
|
|
Notional |
|
Interest |
|
Interest Rate |
|
|
|
|
|
Date Entered (a) |
|
Amount |
|
Rate Paid (b) |
|
Received |
|
Effective Date |
|
Expiration Date |
|
August 2017 |
|
$ |
200,000 |
|
2.1230 |
% |
1-month Term SOFR |
|
November 2022 |
|
October 2025 |
June 2018 |
|
$ |
200,000 |
|
2.8480 |
% |
1-month Term SOFR |
|
November 2022 |
|
October 2025 |
June 2018 |
|
$ |
200,000 |
|
2.8284 |
% |
1-month Term SOFR |
|
November 2022 |
|
October 2025 |
December 2018 |
|
$ |
200,000 |
|
2.7715 |
% |
1-month Term SOFR |
|
November 2022 |
|
July 2027 |
____________________
The fair values of derivative instruments designated as cash flow hedges at March 31, 2023, were as follows:
Derivatives Designated as Cash |
|
Asset Derivatives |
|
Liability Derivatives |
||||||
Flow Hedges |
|
Balance Sheet Location |
|
Fair Value |
|
Balance Sheet Location |
|
Fair Value |
||
Interest rate swaps |
|
Prepaid expenses and other current assets(a) |
|
$ |
14,872 |
|
Accrued liabilities |
|
$ |
— |
|
|
Other assets, net |
|
|
9,555 |
|
|
|
|
|
Total derivatives designated as cash flow hedges |
|
|
|
$ |
24,427 |
|
|
|
$ |
— |
____________________
The fair values of derivative instruments designated as cash flow hedges at December 31, 2022, were as follows:
Derivatives Designated as Cash |
|
Asset Derivatives |
|
Liability Derivatives |
||||||
Flow Hedges |
|
Balance Sheet Location |
|
Fair Value |
|
Balance Sheet Location |
|
Fair Value |
||
Interest rate swaps |
|
Prepaid expenses and other current assets |
|
$ |
17,906 |
|
Accrued liabilities |
|
$ |
— |
|
|
Other assets, net |
|
|
13,901 |
|
|
|
|
|
Total derivatives designated as cash flow hedges |
|
|
|
$ |
31,807 |
|
|
|
$ |
— |
The following table summarizes the impact of the Company’s cash flow hedges on the results of operations, comprehensive income (loss) and AOCIL for the three months ended March 31, 2023 and 2022:
Derivatives |
|
|
|
|
|
|
|
Statement of |
|
Amount of (Gain) or Loss Reclassified |
||||
Designated as Cash |
|
Amount of Gain or (Loss) Recognized |
|
Net Income |
|
from AOCIL into Earnings, |
||||||||
Flow Hedges |
|
as AOCIL on Derivatives, Net of Tax (a) |
|
Classification |
|
Net of Tax (b) |
||||||||
|
|
Three Months Ended |
|
|
|
Three Months Ended |
||||||||
|
|
March 31, |
|
|
|
March 31, |
||||||||
|
|
2023 |
|
2022 |
|
|
|
2023 |
|
2022 |
||||
Interest rate swaps |
|
$ |
(2,425) |
|
$ |
32,854 |
|
Interest expense |
|
$ |
(2,999) |
|
$ |
3,491 |
____________________
18
WASTE CONNECTIONS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(DOLLAR AMOUNTS IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)
See Note 15 for further discussion on the impact of the Company’s hedge accounting to its consolidated comprehensive income (loss) and AOCIL.
12.FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company’s financial instruments consist primarily of cash and equivalents, trade receivables, restricted cash and investments, trade payables, debt instruments, contingent consideration obligations and interest rate swaps. As of March 31, 2023 and December 31, 2022, the carrying values of cash and equivalents, trade receivables, restricted cash and investments, trade payables and contingent consideration are considered to be representative of their respective fair values. The carrying values of the Company’s debt instruments, excluding certain notes as listed in the table below, approximate their fair values as of March 31, 2023 and December 31, 2022, based on current borrowing rates, current remaining average life to maturity and borrower credit quality for similar types of borrowing arrangements, and are classified as Level 2 within the fair value hierarchy. The carrying values and fair values of the Company’s debt instruments where the carrying values do not approximate their fair values as of March 31, 2023 and December 31, 2022, are as follows:
|
|
Carrying Value at |
|
Fair Value (a) at |
||||||||
|
|
March 31, |
|
December 31, |
|
March 31, |
|
December 31, |
||||
|
|
2023 |
|
2022 |
|
2023 |
|
2022 |
||||
4.25% Senior Notes due 2028 |
|
$ |
500,000 |
|
$ |
500,000 |
|
$ |
491,500 |
|
$ |
470,850 |
3.50% Senior Notes due 2029 |
|
$ |
500,000 |
|
$ |
500,000 |
|
$ |
466,350 |
|
$ |
457,650 |
2.60% Senior Notes due 2030 |
|
$ |
600,000 |
|
$ |
600,000 |
|
$ |
525,060 |
|
$ |
510,540 |
2.20% Senior Notes due 2032 |
|
$ |
650,000 |
|
$ |
650,000 |
|
$ |
529,490 |
|
$ |
514,540 |
3.20% Senior Notes due 2032 |
|
$ |
500,000 |
|
$ |
500,000 |
|
$ |
444,800 |
|
$ |
429,000 |
4.20% Senior Notes due 2033 |
|
$ |
750,000 |
|
$ |
750,000 |
|
$ |
718,275 |
|
$ |
699,450 |
3.05% Senior Notes due 2050 |
|
$ |
500,000 |
|
$ |
500,000 |
|
$ |
341,300 |
|
$ |
343,300 |
2.95% Senior Notes due 2052 |
|
$ |
850,000 |
|
$ |
850,000 |
|
$ |
570,435 |
|
$ |
561,425 |
____________________
*Senior Notes are classified as Level 2 within the fair value hierarchy. Fair value inputs include third-party calculations of the market interest rate of notes with similar ratings in similar industries over the remaining note terms.
For details on the fair value of the Company’s interest rate swaps, restricted cash and investments and contingent consideration, refer to Note 14.
13.NET INCOME PER SHARE INFORMATION
The following table sets forth the calculation of the numerator and denominator used in the computation of basic and diluted net income per common share attributable to the Company’s shareholders for the three months ended March 31, 2023 and 2022:
|
|
Three Months Ended |
|
||||
|
|
March 31, |
|
||||
|
|
2023 |
|
2022 |
|
||
Numerator: |
|
|
|
|
|
|
|
Net income attributable to Waste Connections for basic and diluted earnings per share |
|
$ |
197,813 |
|
$ |
180,324 |
|
Denominator: |
|
|
|
|
|
|
|
Basic shares outstanding |
|
|
257,372,942 |
|
|
258,946,933 |
|
Dilutive effect of equity-based awards |
|
|
616,029 |
|
|
614,050 |
|
Diluted shares outstanding |
|
|
257,988,971 |
|
|
259,560,983 |
|
19
WASTE CONNECTIONS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(DOLLAR AMOUNTS IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)
14.FAIR VALUE MEASUREMENTS
The Company uses a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a 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, quoted prices in markets that are not active, model-based valuation techniques for which all significant assumptions are observable in the market, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and Level 3, defined as unobservable inputs that are not corroborated by market data.
The Company’s financial assets and liabilities recorded at fair value on a recurring basis include derivative instruments and restricted cash and investments. At March 31, 2023 and December 31, 2022, the Company’s derivative instruments included pay-fixed, receive-variable interest rate swaps. The Company’s interest rate swaps are recorded at their estimated fair values based on quotes received from financial institutions that trade these contracts. The Company verifies the reasonableness of these quotes using similar quotes from another financial institution as of each date for which financial statements are prepared. For the Company’s interest rate swaps, the Company also considers the Company’s creditworthiness in its determination of the fair value measurement of these instruments in a net liability position and the counterparties’ creditworthiness in its determination of the fair value measurement of these instruments in a net asset position. The Company’s restricted cash is valued at quoted market prices in active markets for identical assets, which the Company receives from the financial institutions that hold such investments on its behalf. The Company’s restricted cash measured at fair value is invested primarily in money market accounts, bank time deposits and U.S. government and agency securities. The Company’s restricted investments are valued at quoted market prices in active markets for similar assets, which the Company receives from the financial institutions that hold such investments on its behalf. The Company’s restricted investments measured at fair value are invested primarily in money market accounts, bank time deposits, U.S. government and agency securities and Canadian bankers’ acceptance notes.
The Company’s assets and liabilities measured at fair value on a recurring basis at March 31, 2023 and December 31, 2022, were as follows:
|
|
Fair Value Measurement at March 31, 2023 Using |
||||||||||
|
|
|
|
|
Quoted Prices in |
|
Significant |
|
|
|
||
|
|
|
|
|
Active Markets |
|
Other |
|
Significant |
|||
|
|
|
|
|
for Identical |
|
Observable |
|
Unobservable |
|||
|
|
|
|
|
Assets |
|
Inputs |
|
Inputs |
|||
|
|
Total |
|
(Level 1) |
|
(Level 2) |
|
(Level 3) |
||||
Interest rate swap derivative instruments – net asset position |
|
$ |
24,427 |
|
$ |
— |
|
$ |
24,427 |
|
$ |
— |
Restricted cash |
|
$ |
106,625 |
|
$ |
106,625 |
|
$ |
— |
|
$ |
— |
Restricted investments |
|
$ |
72,784 |
|
$ |
— |
|
$ |
72,784 |
|
$ |
— |
Contingent consideration |
|
$ |
(85,822) |
|
$ |
— |
|
$ |
— |
|
$ |
(85,822) |
20
WASTE CONNECTIONS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(DOLLAR AMOUNTS IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)
|
|
Fair Value Measurement at December 31, 2022 Using |
||||||||||
|
|
|
|
|
Quoted Prices in |
|
Significant |
|
|
|
||
|
|
|
|
|
Active Markets |
|
Other |
|
Significant |
|||
|
|
|
|
|
for Identical |
|
Observable |
|
Unobservable |
|||
|
|
|
|
|
Assets |
|
Inputs |
|
Inputs |
|||
|
|
Total |
|
(Level 1) |
|
(Level 2) |
|
(Level 3) |
||||
Interest rate swap derivative instruments – net asset position |
|
$ |
31,807 |
|
$ |
— |
|
$ |
31,807 |
|
$ |
— |
Restricted cash |
|
$ |
102,727 |
|
$ |
102,727 |
|
$ |
— |
|
$ |
— |
Restricted investments |
|
$ |
66,402 |
|
$ |
— |
|
$ |
66,402 |
|
$ |
— |
Contingent consideration |
|
$ |
(81,415) |
|
$ |
— |
|
$ |
— |
|
$ |
(81,415) |
The following table summarizes the changes in the fair value for Level 3 liabilities related to contingent consideration for the three months ended March 31, 2023 and 2022:
|
|
Three Months Ended March 31, |
|
||||
|
|
2023 |
|
2022 |
|
||
Beginning balance |
|
$ |
81,415 |
|
$ |
94,308 |
|
Contingent consideration recorded at acquisition date |
|
|
6,000 |
|
|
5,000 |
|
Payment of contingent consideration recorded at acquisition date |
|
|
(1,319) |
|
|
(3,571) |
|
Adjustments to contingent consideration |
|
|
(637) |
|
|
(52) |
|
Interest accretion expense |
|
|
363 |
|
|
353 |
|
Ending balance |
|
$ |
85,822 |
|
$ |
96,038 |
|
15.OTHER COMPREHENSIVE INCOME (LOSS)
Other comprehensive income (loss) includes changes in the fair value of interest rate swaps that qualify for hedge accounting. The components of other comprehensive income (loss) and related tax effects for the three months ended March 31, 2023 and 2022 are as follows:
|
|
Three Months Ended March 31, 2023 |
|||||||
|
|
Gross |
|
Tax Effect |
|
Net of Tax |
|||
Interest rate swap amounts reclassified into interest expense |
|
$ |
(4,080) |
|
|
1,081 |
|
$ |
(2,999) |
Changes in fair value of interest rate swaps |
|
|
(3,299) |
|
|
874 |
|
|
(2,425) |
Foreign currency translation adjustment |
|
|
1,682 |
|
|
— |
|
|
1,682 |
|
|
$ |
(5,697) |
|
$ |
1,955 |
|
$ |
(3,742) |
|
|
Three Months Ended March 31, 2022 |
|||||||
|
|
Gross |
|
Tax Effect |
|
Net of Tax |
|||
Interest rate swap amounts reclassified into interest expense |
|
$ |
4,750 |
|
$ |
(1,259) |
|
$ |
3,491 |
Changes in fair value of interest rate swaps |
|
|
44,699 |
|
|
(11,845) |
|
|
32,854 |
Foreign currency translation adjustment |
|
|
34,429 |
|
|
— |
|
|
34,429 |
|
|
$ |
83,878 |
|
$ |
(13,104) |
|
$ |
70,774 |
21
WASTE CONNECTIONS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(DOLLAR AMOUNTS IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)
A rollforward of the amounts included in AOCIL, net of taxes, for the three months ended March 31, 2023 and 2022, is as follows:
|
|
|
|
|
Foreign |
|
Accumulated |
||
|
|
|
|
|
Currency |
|
Other |
||
|
|
Interest |
|
Translation |
|
Comprehensive |
|||
|
|
Rate Swaps |
|
Adjustment |
|
Income (Loss) |
|||
Balance at December 31, 2022 |
|
$ |
23,378 |
|
$ |
(80,208) |
|
$ |
(56,830) |
Amounts reclassified into earnings |
|
|
(2,999) |
|
|
— |
|
|
(2,999) |
Changes in fair value |
|
|
(2,425) |
|
|
— |
|
|
(2,425) |
Foreign currency translation adjustment |
|
|
— |
|
|
1,682 |
|
|
1,682 |
Balance at March 31, 2023 |
|
$ |
17,954 |
|
$ |
(78,526) |
|
$ |
(60,572) |
|
|
|
|
|
Foreign |
|
Accumulated |
||
|
|
|
|
|
Currency |
|
Other |
||
|
|
Interest |
|
Translation |
|
Comprehensive |
|||
|
|
Rate Swaps |
|
Adjustment |
|
Income (Loss) |
|||
Balance at December 31, 2021 |
|
$ |
(37,544) |
|
$ |
77,128 |
|
$ |
39,584 |
Amounts reclassified into earnings |
|
|
3,491 |
|
|
— |
|
|
3,491 |
Changes in fair value |
|
|
32,854 |
|
|
— |
|
|
32,854 |
Foreign currency translation adjustment |
|
|
— |
|
|
34,429 |
|
|
34,429 |
Balance at March 31, 2022 |
|
$ |
(1,199) |
|
$ |
111,557 |
|
$ |
110,358 |
See Note 11 for further discussion on the Company’s derivative instruments.
16.SHAREHOLDERS’ EQUITY
Share-Based Compensation
Restricted Share Units
A summary of activity related to restricted share units (“RSUs”) during the three-month period ended March 31, 2023, is presented below:
|
|
Unvested Shares |
Outstanding at December 31, 2022 |
|
955,999 |
Granted |
|
403,026 |
Forfeited |
|
(13,835) |
Vested and issued |
|
(325,490) |
Outstanding at March 31, 2023 |
|
1,019,700 |
The weighted average grant-date fair value per share for the common shares underlying the RSUs granted during the three-month period ended March 31, 2023 was $133.46.
Recipients of the Company’s RSUs who participate in the Company’s Nonqualified Deferred Compensation Plan may have elected in years prior to 2015 to defer some or all of their RSUs as they vest until a specified date or dates they choose. At the end of the deferral periods, unless a qualified participant makes certain other elections, the Company issues to recipients who deferred their RSUs common shares of the Company underlying the deferred RSUs. At March 31, 2023 and 2022, the Company had 62,201 and 81,712 vested deferred RSUs outstanding, respectively.
22
WASTE CONNECTIONS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(DOLLAR AMOUNTS IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)
Performance-Based Restricted Share Units
A summary of activity related to performance-based restricted share units (“PSUs”) during the three-month period ended March 31, 2023, is presented below:
|
|
Unvested Shares |
Outstanding at December 31, 2022 |
|
341,850 |
Granted |
|
105,581 |
Vested and issued |
|
(140,498) |
Outstanding at March 31, 2023 |
|
306,933 |
During the three months ended March 31, 2023, the Company’s Compensation Committee granted PSUs with three-year performance-based metrics that the Company must meet before those awards may be earned, and the performance period for those grants ends on December 31, 2025. The Compensation Committee will determine the achievement of performance results and corresponding vesting of PSUs for each performance period. The weighted average grant-date fair value per share for the common shares underlying all PSUs granted during the three-month period ended March 31, 2023 was $133.30.
Deferred Share Units
A summary of activity related to deferred share units (“DSUs”) during the three-month period ended March 31, 2023, is presented below:
|
|
Vested Shares |
Outstanding at December 31, 2022 |
|
26,536 |
Granted |
|
3,945 |
Outstanding at March 31, 2023 |
|
30,481 |
The DSUs consist of a combination of DSU grants outstanding under the Progressive Waste share-based compensation plans that were continued by the Company following the Progressive Waste acquisition and DSUs granted by the Company since the Progressive Waste acquisition. The weighted average grant-date fair value per share for the common shares underlying the DSUs granted during the three-month period ended March 31, 2023 was $136.47.
Other Restricted Share Units
RSU grants outstanding under the Progressive Waste share-based compensation plans were continued by the Company following the Progressive Waste acquisition and allow for the issuance of shares or cash settlement to employees upon vesting. A summary of activity related to Progressive Waste RSUs during the three-month period ended March 31, 2023, is presented below:
Outstanding at December 31, 2022 |
|
57,829 |
Cash settled |
|
(5,803) |
Outstanding at March 31, 2023 |
|
52,026 |
No RSUs under the Progressive Waste share-based compensation plans were granted subsequent to June 1, 2016. All remaining RSUs were vested as of March 31, 2019.
23
WASTE CONNECTIONS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(DOLLAR AMOUNTS IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)
Share-Based Options
Share-based options outstanding under the Progressive Waste share-based compensation plans were continued by the Company following the Progressive Waste acquisition and allow for the issuance of shares or cash settlement to employees upon vesting. A summary of activity related to Progressive Waste share-based options during the three-month period ended March 31, 2023, is presented below:
Outstanding at December 31, 2022 |
|
43,570 |
Cash settled |
|
— |
Outstanding at March 31, 2023 |
|
43,570 |
No share-based options under the Progressive Waste share-based compensation plans were granted subsequent to June 1, 2016. All outstanding share-based options were vested as of December 31, 2017.
Employee Share Purchase Plan
On May 15, 2020, the Company’s shareholders approved the 2020 Employee Share Purchase Plan (the “ESPP”). Under the ESPP, qualified employees may elect to have payroll deductions withheld from their eligible compensation on each payroll date in amounts equal to or greater than one percent (1%) but not in excess of ten percent (10%) of eligible compensation in order to purchase the Company’s common shares under certain terms and subject to certain restrictions set forth in the ESPP. The exercise price is equal to 95% of the closing price of the Company’s common shares on the last day of the relevant offering period, provided, however, that such exercise price will not be less than 85% of the volume weighted average price of the Company’s common shares as reflected on the Toronto Stock Exchange (the “TSX”) over the final five trading days of such offering period. The maximum number of shares that may be issued under the ESPP is 1,000,000. Under the ESPP, employees purchased 14,594 of the Company’s common shares for $1,841 during the three months ended March 31, 2023. Under the ESPP, employees purchased 12,015 of the Company’s common shares for $1,554 during the three months ended March 31, 2022.
Normal Course Issuer Bid
On July 26, 2022, the Board of Directors of the Company approved, subject to receipt of regulatory approvals, the annual renewal of the Company’s normal course issuer bid (the “NCIB”) to purchase up to 12,859,066 of the Company’s common shares during the period of August 10, 2022 to August 9, 2023 or until such earlier time as the NCIB is completed or terminated at the option of the Company. The renewal followed the conclusion of the Company’s NCIB that expired August 9, 2022. The Company received TSX approval for its annual renewal of the NCIB on August 8, 2022. Under the NCIB, the Company may make share repurchases only in the open market, including on the New York Stock Exchange (the “NYSE”), the TSX, and/or alternative Canadian trading systems, at the prevailing market price at the time of the transaction.
In accordance with TSX rules, any daily repurchases made through the TSX and alternative Canadian trading systems is limited to a maximum of 85,956 common shares, which represents 25% of the average daily trading volume on the TSX of 343,825 common shares for the period from February 1, 2022 to July 31, 2022. The TSX rules also allow the Company to purchase, once a week, a block of common shares not owned by any insiders, which may exceed such daily limit. The maximum number of shares that can be purchased per day on the NYSE will be 25% of the average daily trading volume for the four calendar weeks preceding the date of purchase, subject to certain exceptions for block purchases.
24
WASTE CONNECTIONS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(DOLLAR AMOUNTS IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)
The timing and amounts of any repurchases pursuant to the NCIB will depend on many factors, including the Company’s capital structure, the market price of the common shares and overall market conditions. All common shares purchased under the NCIB shall be immediately cancelled following their repurchase.
For the three months ended March 31, 2023, the Company did not repurchase any common shares pursuant to the NCIB in effect during that period. For the three months ended March 31, 2022, the Company repurchased 3,388,155 common shares pursuant to the NCIB in effect during that period at an aggregate cost of $424,999. As of March 31, 2023, the remaining maximum number of shares available for repurchase under the current NCIB was 12,859,066.
Cash Dividend
In November 2022, the Company announced that its Board of Directors increased its regular quarterly cash dividend by $0.025, from $0.23 to $0.255 per Company common share. Cash dividends of $65,788 and $59,391 were paid during the three months ended March 31, 2023 and 2022, respectively.
17.COMMITMENTS AND CONTINGENCIES
In the normal course of its business and as a result of the extensive governmental regulation of the solid waste and E&P waste industries, the Company is subject to various judicial and administrative proceedings involving Canadian regulatory authorities as well as U.S. federal, state and local agencies. In these proceedings, an agency may subpoena the Company for records, or seek to impose fines on the Company or revoke or deny renewal of an authorization held by the Company, including an operating permit. From time to time, the Company 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, transfer stations, and E&P waste treatment, recovery and disposal operations, or alleging environmental damage or violations of the permits and licenses pursuant to which the Company operates. The Company uses $1,000 as a threshold for disclosing environmental matters involving potential monetary sanctions.
In addition, the Company is a party to 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 normal operation of the Company’s business. Except as noted in the matters described below, as of March 31, 2023, there is no current proceeding or litigation involving the Company or its property that the Company believes could have a material adverse effect on its business, financial condition, results of operations or cash flows.
Jefferson Parish, Louisiana Landfill Litigation
Between June 2016 and December 31, 2020, one of the Company’s subsidiaries, Louisiana Regional Landfill Company (“LRLC”), conducted certain operations at a municipal solid waste landfill known as the Jefferson Parish Landfill (the “JP Landfill”), located in Avondale, Louisiana, near the City of New Orleans. LRLC’s operations were governed by an Operating Agreement, entered into in May 2012 by LRLC under its previous name, IESI LA Landfill Corporation, and the owner of the JP Landfill, Jefferson Parish (the “Parish”). The Parish also holds the State of Louisiana permit for the operation of the JP Landfill. Aptim Corporation operated the landfill gas collection system at the JP Landfill under a separate contract with the Parish.
In July and August 2018, four separate lawsuits seeking class action status were filed against LRLC and certain other Company subsidiaries, the Parish, and Aptim Corporation in Louisiana state court, and subsequently removed to the United States District Court for the Eastern District of Louisiana, before Judge Susie Morgan in New Orleans. The Court later consolidated the claims of the putative class action plaintiffs. Beginning in December 2018, a series of 11 substantively identical mass actions were filed in Louisiana state court against LRLC and certain other Company subsidiaries, the Parish, and Aptim Corporation.
25
WASTE CONNECTIONS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(DOLLAR AMOUNTS IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)
The claims of the mass action plaintiffs were consolidated in federal court in the Eastern District of Louisiana, also before Judge Susie Morgan (the “Addison” action).
The putative class actions and the Addison action assert claims for damages from odors allegedly emanating from the JP Landfill. The consolidated putative class action complaint alleges that the JP Landfill released “noxious odors” into the plaintiffs’ properties and the surrounding community and asserts a range of liability theories—nuisance, negligence (since dismissed), and strict liability—against all defendants. The putative class is described as all residents of Jefferson Parish who have sustained legally cognizable damages as a result of odors from the JP Landfill, but the complaint proposes to revise the geographic definition based on further evidence. The putative class plaintiffs seek unspecified damages for nuisance and unidentified property value diminution. The Addison plaintiffs assert claims for nuisance, negligence, and (with respect to the Parish) unconstitutional takings under the Louisiana Constitution; on behalf of two plaintiffs, the Addison complaint also asserts claims for wrongful death and survivorship.
The Court held an eight-day trial on general causation during January and February 2022. General causation was to address the questions of whether the JP Landfill could cause odors and emissions that are able to reach plaintiffs’ properties and whether those odors and emissions could result in the types of medical impacts and nuisance conditions complained of by the putative class and mass action plaintiffs. Among other things, defendants urged the court to find general causation tied to the geographic limits of landfill emissions that may have the potential to cause a nuisance based on air modeling done by defendants’ experts.
On November 29, 2022, the Court issued a 45-page decision on the general causation trial. The Court concluded that all putative class and mass action plaintiffs established general causation—specifically that emissions and gases from the JP Landfill were capable of causing certain damages alleged by the plaintiffs. The Court held that it only needed to determine the level of exposure necessary to result in injuries and that the level existed somewhere offsite, and that it was not required to delineate this level of exposure within a geographic area. The Court did, however, limit the time period for damages, to between July 2017 and December 2019, and the types of alleged injuries for which the plaintiffs are able to seek damages, to headaches, nausea, vomiting, loss of appetite, sleep disruption, dizziness, fatigue, anxiety and worry, a decrease in quality of life, and loss of enjoyment or use of property. The Addison plaintiffs’ claims of diminution of property value were put on a separate track from these damages and not addressed.
The Court has held several case management conferences since the general causation decision to discuss how to proceed with the class and mass action cases, and the Court has proposed trying certain Addison plaintiffs’ cases on the merits prior to class certification being determined as to the putative class case. The Company has opposed that sequence by motion, and the Court has recognized its objection on the record. Subject to that objection, the Company jointly proposed a case management order with the Addison plaintiffs that allows for fact and expert discovery on a subset of 8-13 Addison plaintiffs who will proceed to trial. The Court adopted and so-ordered that case management order on April 17, 2023, under which trial is scheduled for September 2023.
On April 17, 2023, the Company and the other Defendants filed a petition for a writ of mandamus from the Fifth Circuit Court of Appeals challenging the April 17 case management order’s sequencing of a merits trial before class certification. The Defendants also filed a motion to stay proceedings in the district court until the Fifth Circuit issues a decision on the writ petition. The Fifth Circuit has requested responses from the Plaintiffs and invited a response from the district court, which were due April 26, 2023.
The Company has already obtained dismissal of approximately one third of the original Addison plaintiffs, the number of which now totals 544, and believes it has strong defenses to the merits of the Addison action, including specific causation issues due to other odor sources in the area. The Company also believes it has strong defenses to certification of the putative class actions, although the Court has not yet indicated when it will allow certification to be briefed and decided, and sequencing of that process may be affected by the Fifth Circuit’s decision on the writ petition.
26
WASTE CONNECTIONS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(DOLLAR AMOUNTS IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)
The Company is continuing to vigorously defend itself in these lawsuits; however, at this time, the Company is not able to determine the likelihood of any outcome regarding the underlying claims, including the allocation of any potential liability among the Company, the Parish, and Aptim Corporation.
Los Angeles County, California Landfill Expansion Litigation
| A. | Chiquita Canyon, LLC Lawsuit Against Los Angeles County |
In October 2004, the Company’s subsidiary, Chiquita Canyon, LLC (“CCL”), then under prior ownership, filed an application (the “Application”) with the County of Los Angeles (the “County”) Department of Regional Planning (“DRP”) for a conditional use permit (the “CUP”) to authorize the continued operation and expansion of the Chiquita Canyon Landfill (the “CC Landfill”). The CC Landfill has operated since 1972, and as a regional landfill, accepted approximately 2.6 million tons of materials for disposal and beneficial use in 2022. The Application requested expansion of the existing waste footprint on CCL’s contiguous property, an increase in maximum elevation, creation of a new entrance and new support facilities, construction of a facility for the County or another third-party operator to host household hazardous waste collection events, designation of an area for mixed organics/composting, and other modifications.
After many years of reviews and delays, upon the recommendation of County staff, the County’s Regional Planning Commission (the “Commission”) approved the Application on April 19, 2017, but imposed operating conditions, fees and exactions that substantially reduced the historical landfill operations and represented a large increase in aggregate taxes and fees. CCL objected to many of the requirements imposed by the Commission. Current estimates for new costs imposed on CCL under the CUP are in excess of $300,000.
CCL appealed the Commission’s decision to the County Board of Supervisors, but the appeal was not successful. At a subsequent hearing, on July 25, 2017, the Board of Supervisors approved the CUP. On October 20, 2017, CCL filed in the Superior Court of California, County of Los Angeles a verified petition for writ of mandate and complaint against the County and the County Board of Supervisors captioned Chiquita Canyon, LLC v. County of Los Angeles, No. BS171262 (Los Angeles Co. Super Ct.) (the “Complaint”). The Complaint challenges the terms of the CUP in 13 counts generally alleging that the County violated multiple California and federal statutes and California and federal constitutional protections. CCL seeks the following relief: (a) an injunction and writ of mandate against certain of the CUP’s operational restrictions, taxes and fees, (b) a declaration that the challenged conditions are unconstitutional and in violation of state and federal statutes, (c) reimbursement for any such illegal fees paid under protest, (d) damages, (e) an award of just compensation for a taking, (f) attorney fees, and (g) all other appropriate legal and equitable relief.
Following extensive litigation in 2018 and 2019 on the permissible scope of CCL’s challenge, the Superior Court issued its decision on July 2, 2020, granting CCL’s petition for writ of mandate in part and denying it in part. CCL prevailed with respect to 12 of the challenged conditions, many of which imposed new fees and exactions on the CC Landfill. On October 11, 2022, CCL and the County entered into a settlement agreement that requires CCL to file a CUP modification application with the County embodying the terms of the settlement agreement. CCL filed the CUP modification application on November 10, 2022. If the CUP modification application is approved by the County and certain other contingencies are satisfied, CCL will dismiss this lawsuit. However, at this time, the Company is not able to determine the likelihood of any outcome in this matter.
| B. | December 11, 2017 Notice of Violation Regarding Certain CUP Conditions. |
The County, through its DRP, issued a Notice of Violation, dated December 11, 2017 (the “NOV”), alleging that CCL violated certain conditions of the CUP, including Condition 79(B)(6) of the CUP by failing to pay an $11,600 Bridge & Thoroughfare Fee (“B&T Fee”) that was purportedly due on July 25, 2017.
27
WASTE CONNECTIONS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(DOLLAR AMOUNTS IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)
The alleged B&T fee was ostensibly to fund the construction of transportation infrastructure in the area of the Landfill. At the time the NOV was issued, CCL had already contested the legality of the B&T fee in the October 20, 2017 Complaint filed against the County in Los Angeles County Superior Court, described above under paragraph A (the “CUP lawsuit”).
On January 12, 2018, CCL filed an appeal of the alleged violations in the NOV. Subsequently, CCL filed additional legal arguments and exhibits contesting the NOV. On March 6, 2018, a DRP employee designated as hearing officer sustained the NOV, including the $11,600 B&T fee, and imposed an administrative penalty in the amount of $83 and a noncompliance fee of $0.75. A written decision memorializing the hearing officer’s findings and order was issued on July 10, 2018. On April 13, 2018, CCL filed in the Superior Court of California, County of Los Angeles a Petition for Writ of Administrative Mandamus against the County seeking to overturn the decision sustaining the NOV, contending that the NOV and decision are not supported by the facts or law. On July 17, 2018, the Court granted CCL leave to pay the $11,600 B&T fee and to amend its Complaint in the CUP lawsuit to reflect the payment under protest, allowing the challenge to the B&T fee under the Mitigation Fee Act to proceed in the CUP lawsuit. CCL paid the B&T fee under protest on August 10, 2018, and also paid on that date the administrative penalty of $83 and the noncompliance fee of $0.75. The Court indicated that the NOV case would be coordinated with the CUP lawsuit. On October 11, 2022, CCL and the County entered into the settlement agreement, described above under paragraph A. If the CUP modification application is approved by the County and certain other contingencies are satisfied, CCL will dismiss this lawsuit. However, at this time, the Company is not able to determine the likelihood of any outcome in this matter.
18.SUBSEQUENT EVENTS (UNAUDITED)
Effective April 1, 2023, the Company modified its organizational structure under new regional operating segments as the result of continued growth in the business. Beginning in the second quarter of 2023, the Company will report revenue and segment EBITDA based on the following six geographic solid waste operating segments: Southern, Eastern, MidSouth, Western, Central and Canada.
On April 24, 2023, the Company announced the departure of Worthing F. Jackman from his role as President and Chief Executive Officer of the Company, effective April 23, 2023. For purposes of Mr. Jackman’s letter agreement dated July 25, 2019, as amended, and the related Separation Benefits Plan as amended and restated July 26, 2022, Mr. Jackman’s departure qualified as a termination without cause.
On April 24, 2023, the Company also announced that Ronald J. Mittelstaedt succeeded Mr. Jackman as the Company’s President and Chief Executive Officer. Mr. Mittelstaedt is the Company’s founder and served as the Company’s Chief Executive Officer from 1997 until July 2019, when he transitioned to the position of Executive Chairman.
On April 26, 2023, the Company announced that its Board of Directors approved a regular quarterly cash dividend of $0.255 per Company common share. The dividend will be paid on May 24, 2023, to shareholders of record on the close of business on May 10, 2023.
28
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations
FORWARD-LOOKING STATEMENTS
The following discussion should be read in conjunction with our Condensed Consolidated Financial Statements and the related notes included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
We make statements in this Quarterly Report on Form 10-Q that are forward-looking in nature. These include:
| ● | Statements regarding our landfills, including capacity, duration, special projects, demand for and pricing of recyclables, landfill alternatives and related capital expenditures; |
| ● | Discussion of competition, loss of contracts, price increases and additional exclusive and/or long-term collection service arrangements; |
| ● | Forecasts of cash flows necessary for operations and free cash flow to reduce leverage as well as our ability to draw on our credit facility and access the capital markets to refinance or expand; |
| ● | Statements regarding our ability to access capital resources or credit markets; |
| ● | Plans for, and the amounts of, certain capital expenditures for our existing and newly acquired properties and equipment; |
| ● | Statements regarding fuel, oil and natural gas demand, prices, and price volatility; |
| ● | Assessments of regulatory developments and potential changes in environmental, health, safety and tax laws and regulations; and |
| ● | Other statements on a variety of topics such as the coronavirus disease 2019 (“COVID-19”) pandemic, inflation, credit risk of customers, seasonality, labor/pension costs and labor union activity, operational and safety risks, acquisitions, litigation developments and results, goodwill impairments, insurance costs and cybersecurity threats. |
These statements can be identified by the use of forward-looking terminology such as “believes,” “expects,” “intends,” “may,” “might,” “will,” “could,” “should” or “anticipates,” or the negative thereof or comparable terminology, or by discussions of strategy.
Our business and operations are subject to a variety of risks and uncertainties and, consequently, actual results may differ materially from those projected by any forward-looking statements. Factors that could cause actual results to differ from those projected include, but are not limited to, risk factors detailed from time to time in our filings with the SEC and the securities commissions or similar regulatory authorities in Canada.
There may be additional risks of which we are not presently aware or that we currently believe are immaterial that could have an adverse impact on our business. We make no commitment to revise or update any forward-looking statements to reflect events or circumstances that may change, unless required under applicable securities laws.
OVERVIEW OF OUR BUSINESS
We are an integrated solid waste services company that provides non-hazardous waste collection, transfer and disposal services, along with resource recovery primarily through recycling and renewable fuels generation, in mostly exclusive and secondary markets across 43 states in the U.S. and six provinces in Canada. Waste Connections also provides non-hazardous oil and natural gas exploration and production (“E&P”) waste treatment, recovery and disposal services in several basins across the U.S., as well as intermodal services for the movement of cargo and solid waste containers in the Pacific Northwest.
29
Environmental, organizational and financial sustainability initiatives have been key components of our success since we were founded in 1997. We continue to grow and expand these efforts and our disclosure regarding progress towards their achievement as our industry and technology continue to evolve. To that end, we have committed $500 million to the advancement of long-term, aspirational ESG targets, which have been incorporated into executive compensation metrics. Our investments primarily focus on reducing emissions, increasing resource recovery of both recyclable commodities and clean energy fuels, reducing reliance on off-site disposal for landfill leachate, further improving safety through reduced incidents and enhancing employee engagement through improved voluntary turnover and Servant Leadership scores. Our 2022 Sustainability Report can be found at www.wasteconnections.com/sustainability but does not constitute a part of, and is not incorporated by reference into, this Quarterly Report on Form 10-Q.
We generally seek to avoid highly competitive, large urban markets and instead target markets where we can attain high market share either through exclusive contracts, vertical integration or asset positioning. In markets where waste collection services are provided under exclusive arrangements, or where waste disposal is municipally owned or funded or available at multiple municipal sources, we believe that controlling the waste stream by providing collection services under exclusive arrangements is often more important to our growth and profitability than owning or operating landfills. We also target niche markets, like non-hazardous E&P waste treatment, recovery and disposal services.
The solid waste industry is local and highly competitive in nature, requiring substantial labor and capital resources. We compete for collection accounts primarily on the basis of price and, to a lesser extent, the quality of service, and compete for landfill business on the basis of tipping fees, geographic location and quality of operations. The solid waste industry has been consolidating and continues to consolidate as a result of a number of factors, including the increasing costs and complexity associated with waste management operations and regulatory compliance. Many small independent operators and municipalities lack the capital resources, management, operating skills and technical expertise necessary to operate effectively in such an environment. The consolidation trend has caused solid waste companies to operate larger landfills that have complementary collection routes that can use company-owned disposal capacity. Controlling the point of transfer from haulers to landfills has become increasingly important as landfills continue to close and disposal capacity moves farther from the collection markets it serves.
Generally, the most profitable operators within the solid waste industry are those companies that are vertically integrated or enter into long-term collection contracts. A vertically integrated operator will benefit from: (1) the internalization of waste, which is bringing waste to a company-owned landfill; (2) the ability to charge third-party haulers tipping fees either at landfills or at transfer stations; and (3) the efficiencies gained by being able to aggregate and process waste at a transfer station prior to landfilling.
The demand for our E&P waste services depends on the continued demand for, and production of, oil and natural gas. Crude oil and natural gas prices historically have been volatile, including as a result of macroeconomic and geopolitical conditions, which may impact levels of exploration and production activity, with a corresponding impact to our E&P waste activity. Most recently, in 2022, sustained increases in prices of crude oil as a result of inflationary pressures, the uncertainty associated with the Ukrainian conflict and any related bans on oil sales from Russia or supply chain disruptions as recently experienced contributed to increased levels of drilling activity and demand for our E&P waste services. Conversely, in 2020 and 2021, a significant decline in oil prices driven by both surplus production and supply, as well as the decrease in demand caused by factors including the COVID-19 pandemic, resulted in decreased levels of E&P drilling activity and a corresponding decrease in demand for our E&P waste services. Additionally, across the industry there was uncertainty regarding future demand for oil and related services, as noted by several energy companies, many of whom are customers of our E&P waste services. These energy companies wrote down the values of their oil and gas assets in anticipation of the potential for the decarbonization of their energy product mix given an increased global focus on reducing greenhouse gases and addressing climate change. At that time, the uncertainty regarding global demand had a significant impact on the investment and operating plans of our E&P waste customers in the basins where we operate.
30
THE COVID-19 PANDEMIC’S IMPACT ON OUR RESULTS OF OPERATIONS
March 11, 2023 marked the three-year anniversary of COVID-19 being declared a global pandemic by the World Health Organization. The related economic disruptions largely associated with closures or restrictions put into effect following the onset of the COVID-19 pandemic in the first quarter of 2020 resulted in declines in solid waste commercial collection, transfer station and landfill volumes, and roll off activity. Throughout the remaining fiscal year 2020 and during 2021, solid waste revenue and reported volumes largely reflected the pace and shape of the closures and subsequent reopening activity, with the timing and magnitude of recovery varying by market. Most of the impacts to solid waste volumes associated with the pandemic have largely abated, with landfill volumes and roll off pulls returning to pre-pandemic levels. In certain markets, commercial collection volumes have not returned to pre-pandemic levels. The COVID-19 pandemic also contributed to a decline in demand for and the value of crude oil, which impacted E&P drilling activity and resulted in lower E&P waste revenue during 2020 and 2021. During 2022, E&P waste revenue increased on higher levels of drilling activity in several of the major basins.
Since the onset of the COVID-19 pandemic, protecting the health, welfare and safety of our employees has been our top priority. Recognizing the potential for financial hardship and other challenges, we have looked to provide a safety net for our employees on issues of income and family health. To that end, since the onset of the pandemic through year-end 2022, we incurred over $50 million in incremental COVID-19-related costs, primarily supplemental pay and benefits for frontline employees, including approximately $10 million during 2022.
As a result of the COVID-19 pandemic and subsequent reopening activity, we have also experienced an impact to our operating costs as a result of factors including supply chain disruptions and labor constraints, as demand has recovered and competition has increased. As a result, we have incurred incremental costs associated with higher wages, increased overtime as a result of higher turnover, and increased reliance on third party services.
The impact of the COVID-19 pandemic on our business, results of operations, financial condition and cash flows in future periods will depend largely on future developments, including the duration and spread of any further outbreaks in the U.S. and Canada, the rate of vaccinations, the severity of COVID-19 variants, the actions to contain such coronavirus variants, and how quickly and to what extent normal economic and operating conditions can resume.
CRITICAL ACCOUNTING ESTIMATES AND ASSUMPTIONS
The preparation of financial statements in conformity with U.S. generally accepted accounting principles, or GAAP, requires estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses and related disclosures of contingent assets and liabilities in the condensed consolidated financial statements. As described by the SEC, critical accounting estimates and assumptions are those that may be material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change, and that have a material impact on the financial condition or operating performance of a company. Such critical accounting estimates and assumptions are applicable to our reportable segments. Refer to our most recent Annual Report on Form 10-K for a complete description of our critical accounting estimates and assumptions.
NEW ACCOUNTING PRONOUNCEMENTS
For a description of the new accounting standards that affect us, see Note 3 to our Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
31
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2023 AND 2022
The following table sets forth items in our Condensed Consolidated Statements of Net Income in thousands of U.S. dollars and as a percentage of revenues for the periods indicated.
|
|
Three Months Ended March 31, |
|
|
||||||||
|
|
2023 |
|
2022 |
|
|
||||||
Revenues |
|
$ |
1,900,503 |
|
100.0 |
% |
$ |
1,646,255 |
|
100.0 |
% |
|
Cost of operations |
|
|
1,146,941 |
|
60.3 |
|
|
989,518 |
|
60.1 |
|
|
Selling, general and administrative |
|
|
193,667 |
|
10.2 |
|
|
163,414 |
|
9.9 |
|
|
Depreciation |
|
|
204,059 |
|
10.8 |
|
|
179,950 |
|
11.0 |
|
|
Amortization of intangibles |
|
|
39,282 |
|
2.1 |
|
|
37,635 |
|
2.3 |
|
|
Impairments and other operating items |
|
|
1,865 |
|
0.1 |
|
|
1,878 |
|
0.1 |
|
|
Operating income |
|
|
314,689 |
|
16.5 |
|
|
273,860 |
|
16.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
(68,353) |
|
(3.6) |
|
|
(41,324) |
|
(2.5) |
|
|
Interest income |
|
|
2,715 |
|
0.1 |
|
|
137 |
|
0.0 |
|
|
Other income (expense), net |
|
|
3,174 |
|
0.2 |
|
|
(3,466) |
|
(0.2) |
|
|
Income tax provision |
|
|
(54,389) |
|
(2.8) |
|
|
(48,839) |
|
(2.9) |
|
|
Net income |
|
|
197,836 |
|
10.4 |
|
|
180,368 |
|
11.0 |
|
|
Net income attributable to noncontrolling interests |
|
|
(23) |
|
(0.0) |
|
|
(44) |
|
(0.0) |
|
|
Net income attributable to Waste Connections |
|
$ |
197,813 |
|
10.4 |
% |
$ |
180,324 |
|
11.0 |
% |
|
Revenues. Total revenues increased $254.2 million, or 15.4%, to $1.901 billion for the three months ended March 31, 2023, from $1.646 billion for the three months ended March 31, 2022.
During the three months ended March 31, 2023, incremental revenue from acquisitions closed during, or subsequent to, the three months ended March 31, 2022, increased revenues by $132.6 million.
Operations that were divested during, or subsequent to, the three months ended March 31, 2022, decreased revenues by $0.5 million for the three months ended March 31, 2023.
During the three months ended March 31, 2023, the net increase in prices charged to our customers at our existing operations was $183.5 million, consisting of $171.2 million of core price increases and surcharges of $12.3 million.
During the three months ended March 31, 2023, we recognized volume losses totaling $20.5 million, primarily due to lower post-collection volumes in part due to weather impacting our operations in several markets, primarily in our Western segment.
E&P waste revenues at facilities owned during the three months ended March 31, 2023 and 2022 increased $7.8 million due to increases in overall demand for our E&P waste services as a result of increases in drilling and production activity levels in certain basins.
Revenues from sales of recyclable commodities at facilities owned during the three months ended March 31, 2023 and 2022 decreased $29.9 million. The decrease is primarily attributable to lower commodity pricing for old corrugated cardboard, aluminum, plastics and other paper products as compared to the prior period.
A decrease in the average Canadian dollar to U.S. dollar currency exchange rate resulted in a decrease in revenues of $13.7 million for the three months ended March 31, 2023. The average Canadian dollar to U.S. dollar exchange rates on our Canadian revenues were 0.7397 and 0.7897 for the three months ended March 31, 2023 and 2022, respectively.
Other revenues decreased $5.1 million during the three months ended March 31, 2023, due primarily to a $4.3 million decrease in landfill gas revenues on lower values for renewable energy credits partially offset by higher landfill gas volumes, as well as a $1.9 million decrease in intermodal revenues, partially offset by a $1.1 million increase in other non-core revenue sources.
32
Cost of Operations. Total cost of operations increased $157.4 million, or 15.9%, to $1.147 billion for the three months ended March 31, 2023, from $989.5 million for the three months ended March 31, 2022. The increase was primarily the result of $86.4 million of additional operating costs from acquisitions closed during, or subsequent to, the three months ended March 31, 2022, and an increase in operating costs at our existing operations of $78.1 million, assuming foreign currency parity, partially offset by a decrease in operating costs of $7.1 million resulting from a lower average foreign currency exchange rate in effect during the current period.
The increase in operating costs of $78.1 million, assuming foreign currency parity, at our existing operations for the three months ended March 31, 2023 consisted of an increase in labor and recurring incentive compensation expenses of $34.3 million due primarily to employee pay increases, an increase in truck, container, equipment and facility maintenance and repair expenses of $17.6 million due primarily to increased collection routes and equipment operating hours, container parts and service rate increases, an increase in third-party trucking and transportation expenses of $9.8 million due primarily to higher rates charged by third-party providers, an increase in fuel expense of $8.4 million due to higher diesel and natural gas prices and increased fuel usage, an increase in leachate costs of $3.4 million, an increase in taxes on revenues of $3.2 million as the result of increased revenues, an increase in expenses for auto and workers’ compensation claims of $3.1 million due primarily to increased claims and inflation-led cost increases, an increase in landfill maintenance costs of $2.1 million and $5.2 million of other net expense increases, partially offset by a decrease in supplemental compensation to non-management personnel of $9.0 million associated with the impact of the COVID-19 pandemic that occurred in the prior year period.
Cost of operations as a percentage of revenues increased 0.2 percentage points to 60.3% for the three months ended March 31, 2023, from 60.1% for the three months ended March 31, 2022. The increase as a percentage of revenues consisted of a 0.5 percentage point increase from acquisitions closed during, or subsequent to, the three months ended March 31, 2022 having operating costs as a percentage of revenue higher than our company average, a 0.4 percentage point increase in truck, container, equipment and facility repairs, a 0.2 percentage point increase related to higher labor and recurring incentive compensation expenses, partially offset by a 0.5 percentage point decrease in disposal costs driven by the relative impact of price-driven revenue increases, a 0.3 percentage point decrease in compensation to non-management personnel associated with the impact of the COVID-19 pandemic that occurred in the prior year period and a 0.1 percentage point decrease from all other net changes.
SG&A. SG&A expenses increased $30.3 million, or 18.5%, to $193.7 million for the three months ended March 31, 2023, from $163.4 million for the three months ended March 31, 2022. The increase was comprised of an increase of $22.2 million, assuming foreign currency parity, at our existing operations and $9.3 million from acquisitions closed during, or subsequent to, the three months ended March 31, 2022, partially offset by a decrease of $1.2 million resulting from a lower average foreign currency exchange rate in effect during the current period.
The increase in SG&A expenses at our existing operations of $22.2 million, assuming foreign currency parity, for the three months ended March 31, 2023 was comprised of an increase in administrative payroll expenses of $7.3 million due primarily to annual pay increases and increased headcount related to growth, an increase in equity-based compensation expenses of $5.1 million associated with our annual recurring grants of restricted share units to our personnel, an increase in deferred compensation expenses of $3.3 million as a result of increases in the market value of investments to which employee deferred compensation liability balances are tracked, a collective increase in travel, meetings, training and community activity expenses of $3.1 million due to increased activity in the current year period due to a reduction in restrictions associated with the COVID-19 pandemic, an increase in professional fees of $3.1 million due primarily to increased legal services, an increase in software license fees of $1.5 million associated with new information technology applications and $2.1 million of other net expense increases, partially offset by a decrease in direct acquisition expenses of $2.5 million due to a decrease in acquisition activity in the current period and a decrease of $0.8 million resulting from the prior year payment of supplemental bonuses to non-management employees associated with the impact of the COVID-19 pandemic that did not reoccur in the current year.
SG&A expenses as a percentage of revenues increased 0.3 percentage points to 10.2% for the three months ended March 31, 2023, from 9.9% for the three months ended March 31, 2022. The increase as a percentage of revenues was primarily attributable to a 0.2 percentage point increase in equity-based compensation expense associated with our annual recurring grants of restricted share units to our personnel, a 0.2 percentage point increase in deferred compensation expense, a 0.2 percentage point increase in travel and meetings costs and a 0.1 percentage point increase in professional services and legal costs, partially offset by a 0.2 percentage point decrease from acquisitions closed during, or subsequent to, the three months ended March 31, 2022 having lower SG&A costs as a percentage of revenue than our company average and a 0.2 percentage point decrease from lower direct acquisitions costs.
33
Depreciation. Depreciation expense increased $24.1 million, or 13.4%, to $204.0 million for the three months ended March 31, 2023, from $179.9 million for the three months ended March 31, 2022. The increase was comprised of an increase in depreciation and depletion expense of $18.1 million from acquisitions closed during, or subsequent to, the three months ended March 31, 2022, an increase in depreciation expense of $6.8 million from the impact of additions to our fleet and equipment purchased to support our existing operations and $0.6 million of other net increases, partially offset by a decrease of $1.4 million resulting from a lower average foreign currency exchange rate in effect during the current period.
Depreciation expense as a percentage of revenues decreased 0.2 percentage points to 10.8% for the three months ended March 31, 2023, from 11.0% for the three months ended March 31, 2022. The decrease as a percentage of revenues was primarily attributable to the impact of price-driven revenue increases in our solid waste services.
Amortization of Intangibles. Amortization of intangibles expense increased $1.7 million, or 4.4%, to $39.3 million for the three months ended March 31, 2023, from $37.6 million for the three months ended March 31, 2022. The increase was the result of $8.3 million from intangible assets acquired in acquisitions closed during, or subsequent to, the three months ended March 31, 2022, partially offset by a decrease of $6.2 million from certain intangible assets becoming fully amortized subsequent to March 31, 2022, and a decrease of $0.4 million resulting from a lower average foreign currency exchange rate in effect during the current period.
Amortization of intangibles expense as a percentage of revenues decreased 0.2 percentage points to 2.1% for the three months ended March 31, 2023, from 2.3% for the three months ended March 31, 2022. The decrease as a percentage of revenues was attributable to the impact of price-driven revenue increases in our solid waste services.
Impairments and Other Operating Items. Impairments and other operating items remained unchanged, with net losses totaling $1.9 million for the three months ended March 31, 2023 and 2022.
The net losses of $1.9 million recorded during the three months ended March 31, 2023 resulted from disposal of property and equipment.
The net losses of $1.9 million recorded during the three months ended March 31, 2022 consisted of $3.6 million of charges to terminate or write off the carrying cost of certain contracts that were not, or are not expected to be, renewed prior to their original estimated termination date, partially offset by net gains of $1.7 million from disposal of property and equipment.
Operating Income. Operating income increased $40.8 million, or 14.9%, to $314.7 million for the three months ended March 31, 2023, from $273.9 million for the three months ended March 31, 2022.
The increase in our operating income for the three months ended March 31, 2023 was due primarily to price increases for our solid waste services, operating income generated from acquisitions closed during, or subsequent to, the three months ended March 31, 2022 and an increase in earnings at our E&P waste operations, partially offset by lower recyclable commodity pricing in the period.
Operating income as a percentage of revenues decreased 0.1 percentage points to 16.5% for the three months ended March 31, 2023, from 16.6% for the three months ended March 31, 2022. The decrease as a percentage of revenues was comprised of a 0.3 percentage point increase in SG&A expense, a 0.2 percentage point increase in our costs of operations, partially offset by a 0.2 percentage point decrease in depreciation expense and a 0.2 percentage point decrease in amortization expense.
34
Interest Expense. Interest expense increased $27.1 million, or 65.4%, to $68.4 million for the three months ended March 31, 2023, from $41.3 million for the three months ended March 31, 2022. The increase was primarily attributable to an increase of $11.3 million due to an increase in the average borrowings outstanding under our Term Loan Agreement, an increase of $10.8 million from the issuance of $1.250 billion of senior unsecured notes during, or subsequent to, the three months ended March 31, 2022 and an increase of $5.9 million from higher interest rates on borrowings outstanding under our Credit Agreement, partially offset by $0.9 million of other net expense decreases.
Interest Income. Interest income increased $2.6 million to $2.7 million for the three months ended March 31, 2023, from $0.1 million for the three months ended March 31, 2022. The increase was primarily attributable to higher average investment rates in the current period.
Other Income (Expense), Net. Other income (expense), net increased $6.7 million, to an income total of $3.2 million for the three months ended March 31, 2023, from an expense total of $3.5 million for the three months ended March 31, 2022.
Other income of $3.2 million recorded during the three months ended March 31, 2023 consisted of increases in other income of $1.9 million derived from higher interest rates in the current period on restricted cash and $1.3 million from an increase in the value of investments purchased to fund our employee deferred compensation obligations.
Other expense of $3.5 million recorded during the three months ended March 31, 2022 consisted of $1.9 million from a decline in the value of investments purchased to fund our employee deferred compensation obligations, a $1.0 million adjustment to increase certain acquisition-related accrued liabilities recorded in prior periods and $0.6 million of other net expenses.
Income Tax Provision. Income taxes increased $5.6 million, to $54.4 million for the three months ended March 31, 2023, from $48.8 million for the three months ended March 31, 2022. Our effective tax rate for the three months ended March 31, 2023 was 21.6%. Our effective tax rate for the three months ended March 31, 2022 was 21.3%.
The income tax provision for the three months ended March 31, 2023 included a benefit of $2.7 million from share-based payment awards being recognized in the income statement when settled, as well as a portion of our internal financing being taxed at effective rates substantially lower than the U.S. federal statutory rate.
The income tax provision for the three months ended March 31, 2022 included a benefit of $2.4 million from share-based payment awards being recognized in the income statement when settled, as well as a portion of our internal financing being taxed at effective rates substantially lower than the U.S. federal statutory rate.
35
SEGMENT RESULTS
General
No single contract or customer accounted for more than 10% of our total revenues at the consolidated or reportable segment level during the periods presented. The following table disaggregates our revenue by service line for the periods indicated (in thousands of U.S. dollars).
|
|
Three Months Ended March 31, |
||||
|
|
2023 |
|
2022 |
||
Commercial |
|
$ |
602,279 |
|
$ |
499,676 |
Residential |
|
|
514,053 |
|
|
440,288 |
Industrial and construction roll off |
|
|
318,315 |
|
|
259,488 |
Total collection |
|
|
1,434,647 |
|
|
1,199,452 |
Landfill |
|
|
343,433 |
|
|
299,765 |
Transfer |
|
|
273,521 |
|
|
217,957 |
Recycling |
|
|
31,301 |
|
|
63,094 |
E&P |
|
|
51,759 |
|
|
43,555 |
Intermodal and other |
|
|
38,212 |
|
|
45,693 |
Intercompany |
|
|
(272,370) |
|
|
(223,261) |
Total |
|
$ |
1,900,503 |
|
$ |
1,646,255 |
Effective April 1, 2023, we modified our organizational structure under new regional operating segments as the result of continued growth in our business. We now report revenue and segment EBITDA based on the following six geographic solid waste operating segments: Southern, Western, Central, Eastern, Canada and MidSouth. A small number of operating locations have been reallocated from the Western segment to the Central segment, the previous Eastern segment has been bifurcated into two smaller geographies now referred to as the Eastern segment and MidSouth segment, and a small number of operating locations have been reallocated from the Southern segment to the MidSouth segment. Our six geographic solid waste operating segments comprise our reportable segments. Each operating segment is responsible for managing several vertically integrated operations, which are comprised of districts. The segment information presented herein reflects the realignment of these regions.
Our Chief Operating Decision Maker evaluates operating segment profitability and determines resource allocations based on several factors, of which the primary financial measure is segment EBITDA. We define segment EBITDA as earnings before interest, taxes, depreciation, amortization, impairments and other operating items and other income (expense). Segment EBITDA is not a measure of operating income, operating performance or liquidity under GAAP and may not be comparable to similarly titled measures reported by other companies. Our management uses segment EBITDA in the evaluation of segment operating performance as it is a profit measure that is generally within the control of the operating segments.
Summarized financial information for our reportable segments are shown in the following tables in thousands of U.S. dollars and as a percentage of total segment revenue for the periods indicated.
Three Months Ended |
|
|
|
|
|
|
EBITDA |
|
Depreciation and |
|||
March 31, 2023 |
|
Revenue |
|
EBITDA (b) |
|
Margin |
|
Amortization |
||||
Southern |
|
$ |
399,893 |
|
$ |
121,914 |
|
30.5 |
% |
|
$ |
45,049 |
Western |
|
|
395,839 |
|
|
110,689 |
|
28.0 |
% |
|
|
47,646 |
Central |
|
|
339,985 |
|
|
115,756 |
|
34.0 |
% |
|
|
41,376 |
Eastern |
|
|
329,128 |
|
|
73,275 |
|
22.3 |
% |
|
|
48,037 |
Canada |
|
|
227,156 |
|
|
82,984 |
|
36.5 |
% |
|
|
29,992 |
MidSouth |
|
|
208,502 |
|
|
57,731 |
|
27.7 |
% |
|
|
27,483 |
Corporate(a) |
|
|
— |
|
|
(2,454) |
|
— |
% |
|
|
3,758 |
|
|
$ |
1,900,503 |
|
$ |
559,895 |
|
29.5 |
% |
|
$ |
243,341 |
36
Three Months Ended |
|
|
|
|
|
|
EBITDA |
|
Depreciation and |
|||
March 31, 2022 |
|
Revenue |
|
EBITDA (b) |
|
Margin |
|
Amortization |
||||
Southern |
|
$ |
346,066 |
|
$ |
101,124 |
|
29.2 |
% |
|
$ |
42,187 |
Western |
|
|
333,659 |
|
|
100,000 |
|
30.0 |
% |
|
|
35,574 |
Central |
|
|
290,062 |
|
|
96,951 |
|
33.4 |
% |
|
|
36,194 |
Eastern |
|
|
270,802 |
|
|
65,287 |
|
24.1 |
% |
|
|
44,001 |
Canada |
|
|
214,707 |
|
|
84,844 |
|
39.5 |
% |
|
|
27,364 |
MidSouth |
|
|
190,959 |
|
|
49,819 |
|
26.1 |
% |
|
|
26,489 |
Corporate(a) |
|
|
— |
|
|
(4,702) |
|
— |
% |
|
|
5,776 |
|
|
$ |
1,646,255 |
|
$ |
493,323 |
|
30.0 |
% |
|
$ |
217,585 |
| (a) | The majority of Corporate expenses are allocated to the six operating segments. Direct acquisition expenses, expenses associated with common shares held in the deferred compensation plan exchanged for other investment options and share-based compensation expenses associated with Progressive Waste share-based grants outstanding at June 1, 2016 that were continued by the Company are not allocated to the six operating segments and comprise the net EBITDA for our Corporate segment for the periods presented. |
| (b) | For those items included in the determination of segment EBITDA, the accounting policies of the segments are the same as those described in our most recent Annual Report on Form 10-K. |
A reconciliation of segment EBITDA to Income before income tax provision is included in Note 10 to our Condensed Consolidated Financial Statements included in Part 1, Item 1 of this report.
Significant changes in revenue, EBITDA and depreciation, depletion and amortization for our reportable segments for the three month period ended March 31, 2023, compared to the three month period ended March 31, 2022, are discussed below.
Southern
Revenue increased $53.8 million to $399.9 million for the three months ended March 31, 2023, from $346.1 million for the three months ended March 31, 2022, due to solid waste price increases, contributions from acquisitions, increased E&P waste revenues attributable to increases in the demand for our E&P waste services and increased landfill volumes in our Florida market driven by the impact of Hurricane Ian on construction and demolition activity, partially offset by lower residential collection volumes due to the purposeful non-renewal of a collection contract during the prior year period and a decrease in recyclable commodity prices as compared to the prior year.
EBITDA increased $20.8 million to $121.9 million, or a 30.5% EBITDA margin for the three months ended March 31, 2023, from $101.1 million, or a 29.2% EBITDA margin for the three months ended March 31, 2022. The increase in our EBITDA margin was due to price-led increases in solid waste revenue, contribution from the aforementioned hurricane-driven construction and demolition activity increasing post-collection volumes, increased earnings at our E&P waste operations, the impact of acquisitions having higher EBITDA margins than our segment average, and the purposeful non-renewal of a residential contract, partially offset by higher labor costs, an increase in costs for truck, container, and facility repair, increased diesel and natural gas fuel expenses, an increase in trucking costs, higher legal costs and an increase in auto and workers’ compensation claim costs.
Depreciation, depletion and amortization expense increased $2.8 million, to $45.0 million for the three months ended March 31, 2023, from $42.2 million for the three months ended March 31, 2022, due to assets acquired in acquisitions, additions to our fleet and equipment and higher depletion expense due to increased landfill volumes and higher landfill development costs increasing our per ton landfill depletion rates, partially offset by a reduction in amortization expense associated with the loss of certain residential service contracts.
Western
Revenue increased $62.1 million to $395.8 million for the three months ended March 31, 2023, from $333.7 million for the three months ended March 31, 2022, due to contributions from acquisitions, price increases, partially offset by decreased roll off and post-collection volumes driven by significant weather events, a decrease in the price of recyclable commodities as compared to the prior year period, and lower intermodal revenue.
37
EBITDA increased $10.7 million to $110.7 million, or a 28.0% EBITDA margin for the three months ended March 31, 2023, from $100.0 million, or a 30.0% EBITDA margin for the three months ended March 31, 2022. The decrease in our EBITDA margin was due to the impact of acquisitions having lower EBITDA margins than our segment average, higher labor costs due primarily to wage increases, an increase in costs for truck, container and facility repairs, increased diesel and natural gas fuel expenses, increased taxes on higher revenues and higher disposal costs driven by rate increases, partially offset by an improvement in bad debt expense and the benefits from price-led increases in revenue.
Depreciation, depletion and amortization expense increased $12.0 million, to $47.6 million for the three months ended March 31, 2023, from $35.6 million for the three months ended March 31, 2022, due to assets acquired in acquisitions and additions to our fleet and equipment.
Central
Revenue increased $49.9 million to $340.0 million for the three months ended March 31, 2023, from $290.1 million for the three months ended March 31, 2022, due to price increases, contributions from acquisitions, partially offset by a decrease in the value of recyclable commodities compared to the prior year period.
EBITDA increased $18.8 million to $115.8 million, or a 34.0% EBITDA margin for the three months ended March 31, 2023, from $97.0 million, or a 33.4% EBITDA margin for the three months ended March 31, 2022. The increase in our EBITDA margin was due to the benefits from price-led increases in revenue, partially offset by acquisitions having EBITDA margins lower than our segment average, increased labor costs related primarily to wage increases, an increase in the costs of truck, container and facility repairs, increased diesel and natural gas fuel expenses, higher taxes paid on increased revenues, an increase in trucking costs, higher disposal fees driven by rate increases, and higher recycle processing fees paid driven by a decrease in recyclable commodity prices.
Depreciation, depletion and amortization expense increased $5.2 million, to $41.4 million for the three months ended March 31, 2023, from $36.2 million for the three months ended March 31, 2022, due to assets acquired in acquisitions, additions to our fleet and equipment and higher depletion expense due to higher landfill development costs increasing our per ton landfill depletion rates.
Eastern
Revenue increased $58.3 million to $329.1 million for the three months ended March 31, 2023, from $270.8 million for the three months ended March 31, 2022, due to contributions from acquisitions, price increases, and an increase in roll off volume, partially offset by decreased post-collection volumes, decreased residential collection volumes, lower prices for recyclable commodities and decreased recycle commodity volumes.
EBITDA increased $8.0 million to $73.3 million, or a 22.3% EBITDA margin for the three months ended March 31, 2023, from $65.3 million, or a 24.1% EBITDA margin for the three months ended March 31, 2022. The decrease in our EBITDA margin was due primarily to the impact of acquisitions having lower EBITDA margins than our segment average, increased labor costs, increased third-party trucking and transportation expenses, higher costs associated with increased rates for truck, container, and facility repair parts and services, higher leachate and other landfill maintenance costs, increased diesel fuel expenses driven by higher pricing and an increase in benefits costs, partially offset by lower recycle commodity rebates driven by lower average commodity pricing.
Depreciation, depletion and amortization expense increased $4.0 million, to $48.0 million for the three months ended March 31, 2023, from $44.0 million for the three months ended March 31, 2022, due to assets acquired in acquisitions and additions to our fleet and equipment, partially offset by a reduction in amortization expense associated with the loss of certain residential service contracts.
38
Canada
Revenue increased $12.5 million to $227.2 million for the three months ended March 31, 2023, from $214.7 million for the three months ended March 31, 2022, due to price increases, contributions from acquisitions, partially offset by a decrease in the average foreign currency exchange rate in effect during the comparable reporting periods, lower prices for renewable energy credits associated with the generation of landfill gas, lower landfill volumes driven by decreased special waste, and lower prices for recyclable commodities as compared to the prior year period.
EBITDA decreased $1.8 million to $83.0 million, or a 36.5% EBITDA margin for the three months ended March 31, 2023, from $84.8 million, or a 39.5% EBITDA margin for the three months ended March 31, 2022. The decrease in our EBITDA margin was due to acquisitions having EBITDA margins lower than our segment average, increased disposal expenses, higher labor costs, increased allocated overhead costs from our corporate segment, and increased bad debt costs, partially offset by lower recyclable commodity rebate expenses driven by a decrease in recyclable commodity prices as compared to prior year.
Depreciation, depletion and amortization expense increased $2.6 million, to $30.0 million for the three months ended March 31, 2023, from $27.4 million for the three months ended March 31, 2022, due to assets acquired in acquisitions and additions to our fleet and equipment, partially offset by a decrease in depletion expense due to lower landfill disposal volumes and a decrease in the average foreign currency exchange rate in effect during the comparable reporting periods.
MidSouth
Revenue increased $17.5 million to $208.5 million for the three months ended March 31, 2023, from $191.0 million for the three months ended March 31, 2022, due to price increases, and an increase in roll off volume, partially offset by decreased residential collection volumes and lower prices for recyclable commodities.
EBITDA increased $7.9 million to $57.7 million, or a 27.7% EBITDA margin for the three months ended March 31, 2023, from $49.8 million, or a 26.1% EBITDA margin for the three months ended March 31, 2022. The increase in our EBITDA margin was due primarily to price-led revenue growth and a decrease in the average auto and workers’ compensation claim cost, partially offset by increased labor costs, higher costs associated with increased rates for truck, container, and facility repair parts and services, increased third-party trucking and transportation expenses, higher leachate costs, an increase in the cost to process recyclable materials driven by lower average commodity pricing, an increase in professional fees driven by legal expenses and increased diesel fuel expenses driven by higher pricing.
Depreciation, depletion and amortization expense increased $1.0 million, to $27.5 million for the three months ended March 31, 2023, from $26.5 million for the three months ended March 31, 2022, due to additions to our fleet and equipment, higher depletion expense due to higher landfill development costs increasing our per ton landfill depletion rates.
Corporate
EBITDA increased $2.2 million, to a loss of $2.5 million for the three months ended March 31, 2023, from a loss of $4.7 million for the three months ended March 31, 2022. The increase was due to compensation to non-management personnel associated with the impact of the COVID-19 pandemic that occurred in the prior year period that did not reoccur, increased allocation of costs to our operating segments driven by overall higher corporate expenses, lower costs associated with a decreased number of acquisitions when compared to prior year, partially offset by increased equity-based compensation expense associated with our annual recurring grants of restricted share units to our personnel, increased deferred compensation expenses, higher bad debt costs driven by increased revenue and acquisitions, and increased costs due to increased travel and meetings.
39
LIQUIDITY AND CAPITAL RESOURCES
The following table sets forth cash flow information for the three months ended March 31, 2023 and 2022 (in thousands of U.S. dollars):
|
|
Three Months Ended |
|
||||
|
|
March 31, |
|
||||
|
|
2023 |
|
2022 |
|
||
Net cash provided by operating activities |
|
$ |
442,358 |
|
$ |
440,897 |
|
Net cash used in investing activities |
|
|
(317,759) |
|
|
(489,881) |
|
Net cash provided by (used in) financing activities |
|
|
(65,424) |
|
|
292,058 |
|
Effect of exchange rate changes on cash, cash equivalents and restricted cash |
|
|
(54) |
|
|
595 |
|
Net increase in cash, cash equivalents and restricted cash |
|
|
59,121 |
|
|
243,669 |
|
Cash, cash equivalents and restricted cash at beginning of period |
|
|
181,364 |
|
|
219,615 |
|
Cash, cash equivalents and restricted cash at end of period |
|
$ |
240,485 |
|
$ |
463,284 |
|
Operating Activities Cash Flows
For the three months ended March 31, 2023, net cash provided by operating activities was $442.3 million. For the three months ended March 31, 2022, net cash provided by operating activities was $440.9 million. The $1.4 million increase was due primarily to the following:
| 1) | Increase in earnings — Our increase in net cash provided by operating activities was favorably impacted by $46.3 million from an increase in net income, excluding depreciation, amortization of intangibles, share-based compensation, adjustments to and payments of contingent consideration recorded in earnings and loss on disposal of assets and impairments, due primarily to price increases, earnings from acquisitions closed during, or subsequent to, the three months ended March 31, 2022, a decrease in compensation to non-management personnel associated with the impact of the COVID-19 pandemic that occurred in the three months ended March 31, 2022 that did not reoccur in the current period, and an increase in earnings at our E&P waste operations. |
| 2) | Prepaid expenses – Our increase in net cash provided by operating activities was favorably impacted by $39.8 million from prepaid expenses as changes in prepaid expenses resulted in an increase to operating cash flows of $18.6 million for the three months ended March 31, 2023, compared to a decrease to operating cash flows of $21.2 million for the three months ended March 31, 2022. The increase for the three months ended March 31, 2023 was due primarily to decreased prepaid income tax payments and lower payments of annual insurance premiums. The decrease for the three months ended March 31, 2022 was due primarily to increases in prepaid income tax payments and prepaid vendor payments. |
| 3) | Accounts receivable – Our increase in net cash provided by operating activities was favorably impacted by $32.2 million from accounts receivable as changes in accounts receivable resulted in an increase to operating cash flows of $21.0 million for the three months ended March 31, 2023, compared to a decrease to operating cash flows of $11.2 million for the three months ended March 31, 2022. The increase for the three months ended March 31, 2023 was due to one additional collection day in the period, partially offset by increases in revenue, which remained as outstanding receivables at March 31, 2023. The decrease for the three months ended March 31, 2022 was due to increases in revenues, which remained as outstanding receivables at March 31, 2022. |
| 4) | Accounts payable and accrued liabilities — Our increase in net cash provided by operating activities was unfavorably impacted by $96.5 million from accounts payable and accrued liabilities as changes in accounts payable and accrued liabilities resulted in a decrease to operating cash flows of $92.9 million for the three months ended March 31, 2023, compared to an increase to operating cash flows of $3.6 million for the three months ended March 31, 2022. The decrease for the three months ended March 31, 2023 was due primarily to outstanding obligations to vendors and accrued annual management bonus compensation as of December 31, 2022 that were paid in the current period. The increase for the three months ended March 31, 2022 was due primarily to increases in operating expenses during the period which remained as outstanding obligations at March 31, 2022. |
40
| 5) | Deferred income taxes — Our increase in net cash provided by operating activities was unfavorably impacted by $10.2 million from deferred income taxes as changes in deferred income taxes resulted in an increase to operating cash flows of $28.2 million for the three months ended March 31, 2023, compared to an increase to operating cash flows of $38.4 million for the three months ended March 31, 2022. For both comparative periods, the increase in deferred taxes was primarily due to accelerated tax depreciation from capital expenditures. |
| 6) | Deferred revenue — Our increase in net cash provided by operating activities was unfavorably impacted by $5.8 million from deferred revenue as changes in deferred revenue resulted in an increase to operating cash flows of $10.8 million for the three months ended March 31, 2023, compared to an increase to operating cash flows of $16.6 million for the three months ended March 31, 2022. For both comparative periods, deferred revenue increased due to price increases on our advanced billed residential and commercial collection services. |
At March 31, 2023, we had a working capital deficit of $248.9 million, including cash and equivalents of $133.9 million. Our working capital increased $146.1 million from a working capital deficit of $395.0 million at December 31, 2022 including cash and equivalents of $78.6 million, due primarily to an increase in cash balances and decreases in accounts payable and accrued liabilities driven by the timing of payments for obligations to vendors and accrued annual management bonus compensation that were outstanding as of December 31, 2022, partially offset by decreased accounts receivable, a decrease in prepaid income tax and lower prepaid insurance costs. To date, we have experienced no loss or lack of access to our cash and equivalents; however, we can provide no assurances that access to our cash and equivalents will not be impacted by adverse conditions in the financial markets. Our strategy in managing our working capital is generally to apply the cash generated from our operations that remains after satisfying our working capital and capital expenditure requirements, along with share repurchase and dividend programs, to reduce the unhedged portion of our indebtedness under our Credit Agreement and to minimize our cash balances.
Investing Activities Cash Flows
Net cash used in investing activities decreased $172.1 million to $317.8 million for the three months ended March 31, 2023, from $489.9 million for the three months ended March 31, 2022. The significant components of the decrease included the following:
| 1) | A decrease in cash paid for acquisitions of $210.6 million; less |
| 2) | An increase in capital expenditures at operations acquired during the comparative periods of $12.9 million due to expenditures for landfill site costs, trucks and equipment; |
| 3) | An increase in capital expenditures at operations owned in the comparable periods of $10.6 million due to increases in trucks, equipment and landfill site costs; and |
| 4) | A decrease in proceeds from disposal of assets of $13.8 million due to lower disposal of non-strategic assets to provide funding toward new capital expenditures. |
Financing Activities Cash Flows
Net cash used in financing activities increased $357.5 million to $65.4 million for the three months ended March 31, 2023, from net cash provided by financing activities of $292.1 million for the three months ended March 31, 2022. The significant components of the increase included the following:
| 1) | An increase from the net change in long-term borrowings of $782.9 million in which long-term borrowings increased $17.3 million during the three months ended March 31, 2023 and increased $800.2 million during the three months ended March 31, 2022; |
| 2) | An increase from higher cash dividends paid of $6.4 million due primarily to an increase in our quarterly dividend rate for the three months ended March 31, 2023 to $0.255 per share, from $0.23 per share for the three months ended March 31, 2022; and |
| 3) | An increase in tax withholdings related to net share settlements of equity-based compensation of $5.7 million due to an increase in the value of equity-based compensation awards vesting; less |
| 4) | A decrease from lower payments to repurchase our common shares of $425.0 million that occurred in the three months ended March 31, 2022; and |
41
| 5) | A decrease from costs incurred for the issuance of debt of $4.4 million from the issuance of $500 million of senior unsecured notes during the three months ended March 31, 2022. |
On July 26, 2022, our Board of Directors approved, subject to receipt of regulatory approvals, the annual renewal of our normal course issuer bid, or the NCIB, to purchase up to 12,859,066 of our common shares during the period of August 10, 2022 to August 9, 2023 or until such earlier time as the NCIB is completed or terminated at our option. Shareholders may obtain a copy of our TSX Form 12 – Notice of Intention to Make a Normal Course Issuer Bid, without charge, by request directed to our Executive Vice President and Chief Financial Officer at (832) 442-2200. The timing and amounts of any repurchases pursuant to the NCIB will depend on many factors, including our capital structure, the market price of our common shares and overall market conditions. All common shares purchased under the NCIB will be immediately cancelled following their repurchase. Information regarding our NCIB can be found under the section “Normal Course Issuer Bid” in Note 16 to the Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q and is incorporated herein by reference.
Our Board of Directors authorized the initiation of a quarterly cash dividend in October 2010 and has increased it on an annual basis. In November 2022, we announced that our Board of Directors increased our regular quarterly cash dividend by $0.025, from $0.230 to $0.255 per share. Cash dividends of $65.8 million and $59.4 million were paid during the three months ended March 31, 2023 and 2022, respectively. We cannot assure as to the amounts or timing of future dividends.
Our business is capital intensive. Our capital requirements include acquisitions and capital expenditures for landfill cell construction, landfill development, landfill closure activities and intermodal facility construction in the future.
We made $174.5 million in capital expenditures for property and equipment, net of proceeds from disposal of assets, during the three months ended March 31, 2023, and we expect to make total capital expenditures for property and equipment of approximately $895 million in 2023, net of proceeds from disposal of assets. We have funded and intend to fund the balance of our planned 2023 capital expenditures principally through cash on hand, internally generated funds and borrowings under our Credit Agreement. In addition, we may make substantial additional capital expenditures in acquiring land and solid waste businesses. If we acquire additional landfill disposal facilities, we may also have to make significant expenditures to bring them into compliance with applicable regulatory requirements, obtain permits or expand our available disposal capacity. We cannot currently determine the amount of these expenditures because they will depend on the number, nature, condition and permitted status of any acquired landfill disposal facilities. We believe that our cash and equivalents, Credit Agreement and the funds we expect to generate from operations will provide adequate cash to fund our working capital and other cash needs for the foreseeable future. However, disruptions in the capital and credit markets could adversely affect our ability to draw on our Credit Agreement or raise other capital. Our access to funds under the Credit Agreement is dependent on the ability of the banks that are parties to the agreement to meet their funding commitments. Those banks may not be able to meet their funding commitments if they experience shortages of capital and liquidity or if they experience excessive volumes of borrowing requests within a short period of time.
At March 31, 2023, $650.0 million under the term loan and $650.6 million under the revolving credit facility were outstanding under the Credit Agreement, exclusive of outstanding standby letters of credit of $39.5 million. We also had $85.1 million of letters of credit issued and outstanding at March 31, 2023 under a facility other than the Credit Agreement. Our Credit Agreement matures in July 2026. At March 31, 2023, $800.0 million under the term loan was outstanding under the Term Loan Agreement, which matures in July 2026.
We are a well-known seasoned issuer with an effective shelf registration statement on Form S-3 filed in September 2021, which registers an unspecified amount of debt securities, including debentures, notes or other types of debt. In the future, we may issue debt securities under our shelf registration statement or in private placements from time to time on an opportunistic basis, based on market conditions and available pricing. Unless otherwise indicated in the relevant offering documents, we expect to use the proceeds from any such offerings for general corporate purposes, including repaying, redeeming or repurchasing debt, acquiring additional assets or businesses, capital expenditures and increasing our working capital.
42
At March 31, 2023, we had the following contractual obligations:
|
|
Payments Due by Period |
|||||||||||||
|
|
(amounts in thousands of U.S. dollars) |
|||||||||||||
|
|
|
|
Less Than |
|
1 to 3 |
|
|
|
|
Over 5 |
||||
Recorded Obligations |
|
Total |
|
1 Year |
|
Years |
|
3 to 5 Years |
|
Years |
|||||
Long-term debt |
|
$ |
6,997,427 |
|
$ |
10,513 |
|
$ |
13,915 |
|
$ |
2,111,561 |
|
$ |
4,861,438 |
Cash interest payments |
|
$ |
2,477,936 |
|
$ |
268,799 |
|
$ |
540,949 |
|
$ |
355,279 |
|
$ |
1,312,909 |
Contingent consideration |
|
$ |
102,903 |
|
$ |
64,489 |
|
$ |
3,224 |
|
$ |
3,224 |
|
$ |
31,966 |
Operating leases |
|
$ |
240,989 |
|
$ |
31,011 |
|
$ |
62,200 |
|
$ |
44,434 |
|
$ |
103,344 |
Final capping, closure and post-closure |
|
$ |
1,787,714 |
|
$ |
16,633 |
|
$ |
14,514 |
|
$ |
15,399 |
|
$ |
1,741,168 |
____________________
Long-term debt payments include:
| 1) | $650.6 million in principal payments due July 2026 related to our revolving credit facility under our Credit Agreement. We may elect to draw amounts on our Credit Agreement in U.S. dollar Term SOFR rate loans, U.S. dollar base rate loans, Canadian-based bankers’ acceptances or BA equivalent notes, and Canadian dollar prime rate loans. At March 31, 2023, $440.0 million of the outstanding borrowings drawn under the revolving credit facility were in U.S. Term SOFR rate loans, which bear interest at the Term SOFR rate plus the applicable margin (for a total rate ranging from 5.77% to 5.91% on such date). At March 31, 2023, $210.6 million of the outstanding borrowings drawn under the revolving credit facility were in Canadian-based bankers’ acceptances, which bear interest at the Canadian Dollar Offered Rate plus the applicable acceptance fee (for a total rate of 5.92% on such date). |
| 2) | $650.0 million in principal payments due July 2026 related to our term loan under our Credit Agreement. Outstanding amounts on the term loan can be either base rate loans or Term SOFR loans. At March 31, 2023, all amounts outstanding under the term loan were in Term SOFR loans which bear interest at the Term SOFR rate plus the applicable margin (for a total rate of 5.77% on such date). |
| 3) | $800.0 million in principal payments due July 2026 related to our term loan under our Term Loan Agreement. Outstanding amounts on the term loan can be either base rate loans or Term SOFR loans. At March 31, 2023, all amounts outstanding under the term loan were in Term SOFR loans which bear interest at the Term SOFR rate plus the applicable margin (for a total rate of 5.78% on such date). |
| 4) | $500.0 million in principal payments due 2028 related to our 2028 Senior Notes. The 2028 Senior Notes bear interest at a rate of 4.25%. |
| 5) | $500.0 million in principal payments due 2029 related to our 2029 Senior Notes. The 2029 Senior Notes bear interest at a rate of 3.50%. |
| 6) | $600.0 million in principal payments due 2030 related to our 2030 Senior Notes. The 2030 Senior Notes bear interest at a rate of 2.60%. |
| 7) | $650.0 million in principal payments due 2032 related to our 2032 Senior Notes. The 2032 Senior Notes bear interest at a rate of 2.20%. |
| 8) | $500.0 million in principal payments due 2032 related to our New 2032 Senior Notes. The New 2032 Senior Notes bear interest at a rate of 3.20%. |
| 9) | $750.0 million in principal payments due 2033 related to our 2033 Senior Notes. The 2033 Senior Notes bear interest at a rate of 4.20%. |
43
| 10) | $500.0 million in principal payments due 2050 related to our 2050 Senior Notes. The 2050 Senior Notes bear interest at a rate of 3.05%. |
| 11) | $850.0 million in principal payments due 2052 related to our 2052 Senior Notes. The 2052 Senior Notes bear interest at a rate of 2.95%. |
| 12) | $36.0 million in principal payments related to our notes payable to sellers and other third parties. Our notes payable to sellers and other third parties bear interest at rates between 2.42% and 10.35% at March 31, 2023, and have maturity dates ranging from 2024 to 2036. |
| 13) | $10.8 million in principal payments related to our financing leases. Our financing leases bear interest at rates between 1.89% and 2.16% at March 31, 2023, and have expiration dates ranging from 2026 to 2027. |
The following assumptions were made in calculating cash interest payments:
| 1) | We calculated cash interest payments on the Credit Agreement using the Term SOFR rate plus the applicable Term SOFR margin, the base rate plus the applicable base rate margin, the Canadian Dollar Offered Rate plus the applicable acceptance fee and the Canadian prime rate plus the applicable prime rate margin at March 31, 2023. We assumed the Credit Agreement is paid off when it matures in July 2026. |
| 2) | We calculated cash interest payments on the Term Loan Agreement using the Term SOFR rate plus the applicable Term SOFR margin at March 31, 2023. We assumed the Term Loan Agreement is paid off when it matures in July 2026. |
| 3) | We calculated cash interest payments on our interest rate swaps using the stated interest rate in the swap agreement less the Term SOFR rate through the earlier expiration of the term of the swaps or the term of the credit facility. |
Contingent consideration payments include $85.8 million recorded as liabilities in our Condensed Consolidated Financial Statements at March 31, 2023, and $17.1 million of future interest accretion on the recorded obligations.
We are party to operating lease agreements and finance leases. These lease agreements are established in the ordinary course of our business and are designed to provide us with access to facilities and equipment at competitive, market-driven prices.
The estimated final capping, closure and post-closure expenditures presented above are in current dollars.
|
|
Amount of Commitment Expiration Per Period |
|||||||||||||
|
|
(amounts in thousands of U.S. dollars) |
|||||||||||||
|
|
|
|
|
Less Than |
|
1 to 3 |
|
3 to 5 |
|
Over 5 |
||||
Unrecorded Obligations(1) |
|
Total |
|
1 Year |
|
Years |
|
Years |
|
Years |
|||||
Unconditional purchase obligations |
|
$ |
175,812 |
|
$ |
135,943 |
|
$ |
39,163 |
|
$ |
706 |
|
$ |
— |
____________________
| (1) | We are party to unconditional purchase obligations. These purchase obligations are established in the ordinary course of our business and are designed to provide us with access to products at competitive, market-driven prices. At March 31, 2023, our unconditional purchase obligations consisted of multiple fixed-price fuel purchase contracts under which we have 56.0 million gallons remaining to be purchased for a total of $175.8 million. The current fuel purchase contracts expire on or before December 31, 2026. These arrangements have not materially affected our financial position, results of operations or liquidity during the three months ended March 31, 2023, nor are they expected to have a material impact on our future financial position, results of operations or liquidity. |
We have obtained financial surety bonds, primarily to support our financial assurance needs and landfill and E&P waste operations. We provided customers and various regulatory authorities with surety bonds in the aggregate amounts of approximately $1.486 billion and $1.447 billion at March 31, 2023 and December 31, 2022, respectively. These arrangements have not materially affected our financial position, results of operations or liquidity during the three months ended March 31, 2023, nor are they expected to have a material impact on our future financial position, results of operations or liquidity.
44
From time to time, we evaluate our existing operations and their strategic importance to us. If we determine that a given operating unit does not have future strategic importance, we may sell or otherwise dispose of those operations. Although we believe our reporting units would not be impaired by such dispositions, we could incur losses on them.
The disposal tonnage that we received in the three month periods ended March 31, 2023 and 2022, at all of our landfills during the respective period, is shown below (tons in thousands):
|
|
Three Months Ended March 31, |
||||||
|
|
2023 |
|
2022 |
||||
|
|
Number |
|
Total |
|
Number |
|
Total |
|
|
of Sites |
|
Tons |
|
of Sites |
|
Tons |
Owned operational landfills and landfills operated under life-of-site agreements |
|
94 |
|
11,681 |
|
89 |
|
10,987 |
Operated landfills |
|
7 |
|
160 |
|
5 |
|
150 |
|
|
101 |
|
11,841 |
|
94 |
|
11,137 |
45
NON-GAAP FINANCIAL MEASURES
Adjusted Free Cash Flow
We present adjusted free cash flow, a non-GAAP financial measure, supplementally because it is widely used by investors as a liquidity measure in the solid waste industry. We calculate adjusted free cash flow as net cash provided by operating activities, plus or minus change in book overdraft, plus proceeds from disposal of assets, less capital expenditures for property and equipment and periodic distributions to noncontrolling interests. We further adjust this calculation to exclude the effects of items management believes impact the ability to evaluate the liquidity of our business operations. This measure is not a substitute for, and should be used in conjunction with, GAAP liquidity or financial measures. Other companies may calculate adjusted free cash flow differently. Our adjusted free cash flow for the three month periods ended March 31, 2023 and 2022, are calculated as follows (amounts in thousands of U.S. dollars):
|
|
Three Months Ended |
|
||||
|
|
March 31, |
|
||||
|
|
2023 |
|
2022 |
|
||
Net cash provided by operating activities |
|
$ |
442,358 |
|
$ |
440,897 |
|
Plus: Change in book overdraft |
|
|
5,421 |
|
|
87 |
|
Plus: Proceeds from disposal of assets |
|
|
1,260 |
|
|
15,012 |
|
Less: Capital expenditures for property and equipment |
|
|
(175,786) |
|
|
(152,318) |
|
Adjustments: |
|
|
|
|
|
|
|
Cash received for divestitures (a) |
|
|
— |
|
|
(5,671) |
|
Transaction-related expenses (b) |
|
|
1,249 |
|
|
23,404 |
|
Pre-existing Progressive Waste share-based grants (c) |
|
|
(2) |
|
|
76 |
|
Tax effect (d) |
|
|
(519) |
|
|
(1,110) |
|
Adjusted free cash flow |
|
$ |
273,981 |
|
$ |
320,377 |
|
____________________
| (a) | Reflects the elimination of cash received in conjunction with the divestiture of certain operations. |
| (b) | Reflects the addback of acquisition-related transaction costs and the settlement of an acquired tax liability. |
| (c) | Reflects the cash settlement of pre-existing Progressive Waste share-based awards during the period. |
| (d) | The aggregate tax effect of footnotes (a) through (c) is calculated based on the applied tax rates for the respective periods. |
46
Adjusted EBITDA
We present adjusted EBITDA, a non-GAAP financial measure, supplementally because it is widely used by investors as a performance and valuation measure in the solid waste industry. Management uses adjusted EBITDA as one of the principal measures to evaluate and monitor the ongoing financial performance of our operations. We define adjusted EBITDA as net income attributable to Waste Connections, plus or minus net income (loss) attributable to noncontrolling interests, plus income tax provision, plus interest expense, less interest income, plus depreciation and amortization expense, plus closure and post-closure accretion expense, plus or minus any loss or gain on impairments and other operating items, plus other expense, less other income. We further adjust this calculation to exclude the effects of other items management believes impact the ability to assess the operating performance of our business. This measure is not a substitute for, and should be used in conjunction with, GAAP financial measures. Other companies may calculate adjusted EBITDA differently. Our adjusted EBITDA for the three month periods ended March 31, 2023 and 2022, are calculated as follows (amounts in thousands of U.S. dollars):
|
|
Three Months Ended |
|
||||
|
|
March 31, |
|
||||
|
|
2023 |
|
2022 |
|
||
Net income attributable to Waste Connections |
|
$ |
197,813 |
|
$ |
180,324 |
|
Plus: Net income attributable to noncontrolling interests |
|
|
23 |
|
|
44 |
|
Plus: Income tax provision |
|
|
54,389 |
|
|
48,839 |
|
Plus: Interest expense |
|
|
68,353 |
|
|
41,324 |
|
Less: Interest income |
|
|
(2,715) |
|
|
(137) |
|
Plus: Depreciation and amortization |
|
|
243,341 |
|
|
217,585 |
|
Plus: Closure and post-closure accretion |
|
|
4,520 |
|
|
4,096 |
|
Plus: Impairments and other operating items |
|
|
1,865 |
|
|
1,878 |
|
Plus (less): Other expense (income), net |
|
|
(3,174) |
|
|
3,466 |
|
Adjustments: |
|
|
|
|
|
|
|
Plus: Transaction-related expenses (a) |
|
|
2,081 |
|
|
4,540 |
|
Plus: Fair value changes to equity awards (b) |
|
|
373 |
|
|
161 |
|
Adjusted EBITDA |
|
$ |
566,869 |
|
$ |
502,120 |
|
____________________
| (a) | Reflects the addback of acquisition-related transaction costs. |
| (b) | Reflects fair value accounting changes associated with certain equity awards. |
47
Adjusted Net Income Attributable to Waste Connections and Adjusted Net Income per Diluted Share Attributable to Waste Connections
We present adjusted net income attributable to Waste Connections and adjusted net income per diluted share attributable to Waste Connections, both non-GAAP financial measures, supplementally because they are widely used by investors as valuation measures in the solid waste industry. Management uses adjusted net income attributable to Waste Connections and adjusted net income per diluted share attributable to Waste Connections as one of the principal measures to evaluate and monitor the ongoing financial performance of our operations. We provide adjusted net income attributable to Waste Connections to exclude the effects of items management believes impact the comparability of operating results between periods. Adjusted net income attributable to Waste Connections has limitations due to the fact that it excludes items that have an impact on our financial condition and results of operations. Adjusted net income attributable to Waste Connections and adjusted net income per diluted share attributable to Waste Connections are not a substitute for, and should be used in conjunction with, GAAP financial measures. Other companies may calculate these non-GAAP financial measures differently. Our adjusted net income attributable to Waste Connections and adjusted net income per diluted share attributable to Waste Connections for the three month periods ended March 31, 2023 and 2022, are calculated as follows (amounts in thousands of U.S. dollars, except per share amounts):
|
|
Three Months Ended |
|
||||
|
|
March 31, |
|
||||
|
|
2023 |
|
2022 |
|
||
Reported net income attributable to Waste Connections |
|
$ |
197,813 |
|
$ |
180,324 |
|
Adjustments: |
|
|
|
|
|
|
|
Amortization of intangibles (a) |
|
|
39,282 |
|
|
37,635 |
|
Impairments and other operating items (b) |
|
|
1,865 |
|
|
1,878 |
|
Transaction-related expenses (c) |
|
|
2,081 |
|
|
4,540 |
|
Fair value changes to equity awards (d) |
|
|
373 |
|
|
161 |
|
Tax effect (e) |
|
|
(11,024) |
|
|
(11,092) |
|
Adjusted net income attributable to Waste Connections |
|
$ |
230,390 |
|
$ |
213,446 |
|
|
|
|
|
|
|
|
|
Diluted earnings per common share attributable to Waste Connections’ common shareholders: |
|
|
|
|
|
|
|
Reported net income |
|
$ |
0.77 |
|
$ |
0.69 |
|
Adjusted net income |
|
$ |
0.89 |
|
$ |
0.82 |
|
____________________
| (a) | Reflects the elimination of the non-cash amortization of acquisition-related intangible assets. |
| (b) | Reflects adjustments for impairments and other operating items. |
| (c) | Reflects the addback of acquisition-related transaction costs. |
| (d) | Reflects fair value accounting changes associated with certain equity awards. |
| (e) | The aggregate tax effect of the adjustments in footnotes (a) through (d) is calculated based on the applied tax rates for the respective periods. |
INFLATION
In the current environment, we have seen inflationary pressures resulting from higher fuel, materials and labor costs in certain markets and higher resulting third-party costs in areas such as brokerage, repairs and construction. Consistent with industry practice, many of our contracts allow us to pass through certain costs to our customers, including increases in landfill tipping fees and, in some cases, fuel costs. To the extent that there are decreases in fuel costs, in some cases, a portion of these reductions are passed through to customers in the form of lower fuel and material surcharges. Therefore, we believe that we should be able to increase prices to offset many cost increases that result from inflation in the ordinary course of business. However, competitive pressures or delays in the timing of rate increases under certain of our contracts may require us to absorb at least part of these cost increases, especially if cost increases exceed the average rate of inflation. Management’s estimates associated with inflation have an impact on our accounting for landfill liabilities.
48
SEASONALITY
Based on historic trends, excluding any impact from the COVID-19 pandemic or an economic recession, we would expect our operating results to vary seasonally, with revenues typically lowest in the first quarter, higher in the second and third quarters and lower in the fourth quarter than in the second and third quarters. This seasonality reflects (a) the lower volume of solid waste generated during the late fall, winter and early spring because of decreased construction and demolition activities during winter months in Canada and the U.S. and (b) reduced E&P activity during harsh weather conditions, with expected fluctuation due to such seasonality between our highest and lowest quarters of approximately 10%. In addition, some of our operating costs may be higher in the winter months. Adverse winter weather conditions slow waste collection activities, resulting in higher labor and operational costs. Greater precipitation in the winter increases the weight of collected municipal solid waste, resulting in higher disposal costs, which are calculated on a per ton basis.
Item 3.Quantitative and Qualitative Disclosures About Market Risk
In the normal course of business, we are exposed to market risk, including changes in interest rates, prices of certain commodities and foreign currency exchange rate risks. We use hedge agreements to manage a portion of our risks related to interest rates. While we are exposed to credit risk in the event of non-performance by counterparties to our hedge agreements, in all cases such counterparties are highly rated financial institutions and we do not anticipate non-performance under current market conditions. We do not hold or issue derivative financial instruments for trading purposes. We monitor our hedge positions by regularly evaluating the positions at market and by performing sensitivity analyses over the unhedged variable rate debt positions.
At March 31, 2023, our derivative instruments included four interest rate swap agreements that effectively fix the interest rate on the applicable notional amounts of our variable rate debt as follows (dollars in thousands of U.S. dollars):
|
|
|
|
|
Fixed |
|
Variable |
|
|
|
|
|
|
Notional |
|
Interest |
|
Interest Rate |
|
|
|
Expiration |
|
Date Entered (a) |
|
Amount |
|
Rate Paid (b) |
|
Received |
|
Effective Date |
|
Date |
|
August 2017 |
|
$ |
200,000 |
|
2.1230 |
% |
1-month Term SOFR |
|
November 2022 |
|
October 2025 |
June 2018 |
|
$ |
200,000 |
|
2.8480 |
% |
1-month Term SOFR |
|
November 2022 |
|
October 2025 |
June 2018 |
|
$ |
200,000 |
|
2.8284 |
% |
1-month Term SOFR |
|
November 2022 |
|
October 2025 |
December 2018 |
|
$ |
200,000 |
|
2.7715 |
% |
1-month Term SOFR |
|
November 2022 |
|
July 2027 |
____________________
| (a) | In October 2022, we amended the reference rate in all of our outstanding interest rate swap contracts to replace One-Month LIBOR with One-Month Term SOFR and certain credit spread adjustments. We did not record any gains or losses upon the conversion of the reference rates in these interest rate swap contracts, and we believe these amendments will not have a material impact on our Condensed Consolidated Financial Statements. |
| (b) | Plus applicable margin. |
Under derivatives and hedging guidance, the interest rate swap agreements are considered cash flow hedges for a portion of our variable rate debt, and we apply hedge accounting to account for these instruments. The notional amounts and all other significant terms of the swap agreements are matched to the provisions and terms of the variable rate debt being hedged.
We have performed sensitivity analyses to determine how market rate changes will affect the fair value of our unhedged floating rate debt. Such an analysis is inherently limited in that it reflects a singular, hypothetical set of assumptions. Actual market movements may vary significantly from our assumptions. Fair value sensitivity is not necessarily indicative of the ultimate cash flow or earnings effect we would recognize from the assumed market rate movements. We are exposed to cash flow risk due to changes in interest rates with respect to the unhedged floating rate balances owed at March 31, 2023 and December 31, 2022, of $1.300 billion and $1.115 billion, respectively, including floating rate debt under our Credit Agreement and Term Loan Agreement. A one percentage point increase in interest rates on our variable-rate debt at March 31, 2023 and December 31, 2022, would decrease our annual pre-tax income by approximately $13.0 million and $11.1 million, respectively. All of our remaining debt instruments are at fixed rates, or effectively fixed under the interest rate swap agreements described above; therefore, changes in market interest rates under these instruments would not significantly impact our cash flows or results of operations, subject to counterparty default risk.
49
The market price of diesel fuel is unpredictable and can fluctuate significantly. Because of the volume of fuel we purchase each year, a significant increase in the price of fuel could adversely affect our business and reduce our operating margins. To manage a portion of this risk, we periodically enter into fuel hedge agreements related to forecasted diesel fuel purchases, and we also enter into fixed price fuel purchase contracts. At March 31, 2023, we had no fuel hedge agreements in place; however, we have entered into fixed price diesel fuel purchase contracts for 2023 as described below.
For the year ending December 31, 2023, we expect to purchase approximately 89.3 million gallons of diesel fuel, of which 47.0 million gallons will be purchased at market prices and 42.3 million gallons will be purchased under our fixed price diesel fuel purchase contracts. We have performed sensitivity analyses to determine how market rate changes will affect the fair value of our unhedged, market rate diesel fuel purchases. Such an analysis is inherently limited in that it reflects a singular, hypothetical set of assumptions. Actual market movements may vary significantly from our assumptions. Fair value sensitivity is not necessarily indicative of the ultimate cash flow or earnings effect we would recognize from the assumed market rate movements. During the nine month period of April 1, 2023 to December 31, 2023, we expect to purchase approximately 35.2 million gallons of diesel fuel at market prices; therefore, a $0.10 per gallon increase in the price of diesel fuel over the remaining nine months in 2023 would decrease our pre-tax income during this period by approximately $3.5 million.
We market a variety of recyclable materials, including compost, cardboard, mixed paper, plastic containers, glass bottles and ferrous and aluminum metals. We own and operate recycling operations and market collected recyclable materials to third parties for processing before resale. Where possible, to reduce our exposure to commodity price risk with respect to recycled materials, we have adopted a pricing strategy of charging collection and processing fees for recycling volume collected from third parties. In the event of a decline in recycled commodity prices, a 10% decrease in average recycled commodity prices from the average prices that were in effect during the three months ended March 31, 2023 and 2022, would have had a $3.1 million and $6.1 million impact on revenues for the three months ended March 31, 2023 and 2022, respectively.
We have operations in Canada and, where significant, we have quantified and described the impact of foreign currency translation on components of income, including operating revenue and operating costs. However, the impact of foreign currency has not materially affected our results of operations in 2023 or 2022. A $0.01 change in the Canadian dollar to U.S. dollar exchange rate would impact our annual revenue and EBITDA by approximately $13.0 million and $5.0 million, respectively.
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Exhibit 99.2
PART I
ITEM 1. BUSINESS
This Annual Report on Form 10-K contains forward-looking statements based on expectations, estimates, and projections as of the date of this filing. Actual results may differ materially from those expressed in forward-looking statements. See Item 7 of Part II – “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
Our Company
Waste Connections, Inc. is the third largest solid waste services company in North America, providing non-hazardous waste collection, transfer and disposal services, along with resource recovery primarily through recycling and renewable fuels generation, in 43 states in the U.S. and six provinces in Canada. Waste Connections also provides non-hazardous oil and natural gas exploration and production, or E&P, waste treatment, recovery and disposal services in several basins across the U.S., as well as intermodal services for the movement of cargo and solid waste containers in the Pacific Northwest.
Our senior management team has extensive experience in operating, acquiring and integrating non-hazardous waste services businesses, and we intend to continue to focus our efforts on both internal and acquisition-based growth. We anticipate that a part of our future growth will come from acquiring additional waste businesses and, therefore, we expect that additional acquisitions could continue to affect period-to-period comparisons of our operating results.
Our Operating Strategy
Our operating strategy seeks to improve financial returns and deliver superior shareholder value creation within the solid waste industry. We generally seek to avoid highly competitive, large urban markets and instead target markets where we can attain high market share either through exclusive contracts, vertical integration or asset positioning. We also target niche markets, like non-hazardous E&P waste treatment and disposal services, with similar characteristics. We are a leading provider of waste services in most of our markets, and the key components of our operating strategy, which are tailored to the competitive and regulatory factors that affect our markets, are as follows:
Target Secondary and Rural Markets. By targeting secondary and rural markets, we believe that we are able to achieve a higher local market share than would be attainable in more competitive urban markets, which we believe reduces our exposure to customer churn and improves financial returns. In certain niche markets, like E&P waste treatment and disposal, early mover advantage in certain rural basins may improve market positioning and financial returns given the limited availability of existing third-party-owned waste disposal alternatives.
Control the Waste Stream. In markets where waste collection services are provided under exclusive arrangements, or where waste disposal is municipally owned or funded or available at multiple sources, we believe that controlling the waste stream by providing collection services under exclusive arrangements is often more important to our growth and profitability than owning or operating landfills.
Optimize Asset Positioning. We believe that the location of disposal sites within competitive markets is a critical factor to success in the waste services industry. Given the importance of and costs associated with the transportation of waste to treatment and disposal sites, having disposal capacity proximate to the waste stream may provide a competitive advantage and serve as a barrier to entry.
Provide Vertically Integrated Services. In markets where we believe that owning landfills is a strategic advantage to a collection operation because of competitive and regulatory factors, we generally focus on providing integrated services, from collection through disposal of solid waste in landfills that we own or operate.
Manage on a Decentralized Basis. We manage our operations on a decentralized basis through six geographic operating segments. This places decision-making authority closer to the customer, enabling us to identify and address customers’ needs quickly in a cost-effective manner. We believe that decentralization provides a low-overhead, highly efficient operational structure that allows us to expand into geographically contiguous markets and operate in relatively small communities that larger competitors may not find attractive. We believe that this structure gives us a strategic competitive advantage, given the relatively rural nature of many of the markets in which we operate, and makes us an attractive buyer to many potential acquisition candidates.
We manage and evaluate our business on the basis of the operating segments’ geographic characteristics, interstate waste flow, revenue base, employee base, regulatory structure, and acquisition opportunities. Each operating segment has a regional vice president and a regional controller reporting directly to our corporate management. These regional officers are responsible for operations and accounting in their operating segments and supervise their regional staff. See Note 17 to the consolidated financial statements included in Item 8 of this Annual Report on Form 10-K for further information on our segment reporting of our operations.
Each operating location has a district or site manager who has a high degree of decision-making authority for his or her operations and is responsible for maintaining service quality, promoting safety, implementing marketing programs and overseeing day-to-day operations, including contract administration. Local managers also help identify acquisition candidates and are responsible for integrating acquired businesses into our operations and obtaining the permits and other governmental approvals required for us to operate.
Implement Operating Standards. We develop company-wide operating standards, which are tailored for each of our markets based on industry norms and local conditions. We implement cost controls and employee training and safety procedures and establish a sales and marketing plan for each market. By internalizing the waste stream of acquired operations, we can further increase operating efficiencies and improve capital utilization. We use a wide-area information system network, implement financial controls and consolidate certain accounting, personnel and customer service functions. While regional and district management operate with a high degree of autonomy, our executive officers monitor regional and district operations and require adherence to our accounting, purchasing, safety, marketing, legal and internal control policies, particularly with respect to financial matters. Our executive officers regularly review the performance of regional officers, district managers and operations. We believe we can improve the profitability of existing and newly acquired operations by establishing operating standards, closely monitoring performance and streamlining certain administrative functions.
Our Growth Strategy
We tailor the components of our growth strategy to the markets in which we operate and into which we hope to expand.
Obtain Additional Exclusive Arrangements. Our operations include market areas where we have exclusive arrangements, including franchise agreements, municipal contracts and governmental certificates, under which we are the exclusive service provider for a specified market. These exclusive rights and contractual arrangements create a barrier to entry that is usually obtained through the acquisition of a company with such exclusive rights or contractual arrangements or by winning a competitive bid.
We devote significant resources to securing additional franchise agreements and municipal contracts through competitive bidding and by acquiring other companies. In bidding for franchises and municipal contracts and evaluating acquisition candidates holding governmental certificates, our management team draws on its experience in the waste industry and knowledge of local service areas in existing and target markets. Our district management and sales and marketing personnel maintain relationships with local governmental officials within their service areas, maintain, renew and renegotiate existing franchise agreements and municipal contracts, and secure additional agreements and contracts while targeting acceptable financial returns. Our sales and marketing personnel also expand our presence into areas adjacent to or contiguous with our existing markets, and market additional services to existing customers. We believe our ability to offer comprehensive rail haul disposal services in the Pacific Northwest improves our competitive position in bidding for such contracts in that region.
Generate Internal Growth. To generate internal revenue growth, our district management and sales and marketing personnel focus on increasing market penetration in our current and adjacent markets, soliciting new customers in markets where such customers have the option to choose a particular waste collection service and marketing upgraded or additional services (such as compaction or automated collection) to existing customers. We also seek price increases necessary to offset increased costs, to improve operating margins and to obtain adequate returns on our deployed capital.
2
Where possible, we intend to leverage our franchise-based platforms to expand our customer base beyond our exclusive market territories. As customers are added in existing markets, our revenue per routed truck increases, which generally increases our collection efficiencies and profitability. In markets in which we have exclusive contracts, franchises and governmental certificates, we expect internal volume growth generally to track population and business growth.
Expand Through Acquisitions. We intend to expand the scope of our operations by continuing to acquire waste businesses in new markets and in existing or adjacent markets that are combined with or “tucked-in” to our existing operations. We focus our acquisition efforts on markets that we believe provide significant growth opportunities for a well-capitalized market entrant and where we can compete efficiently with potential new competitors. This focus typically highlights markets in which we can: (1) provide waste collection services under exclusive arrangements such as franchise agreements, municipal contracts and governmental certificates; (2) gain a leading market position and provide vertically integrated collection and disposal services; or (3) gain a leading market position in a niche market through the provision of treatment and disposal services. We believe that our experienced management, decentralized operating strategy, financial strength, size and public company status make us an attractive buyer to certain waste collection and disposal acquisition candidates. We have developed an acquisition discipline based on a set of financial, market and management criteria to evaluate opportunities. Once an acquisition is closed, we seek to integrate it while minimizing disruption to our ongoing operations and those of the acquired business.
In new markets, we often use an initial acquisition as an operating base and seek to strengthen the acquired operation’s presence in that market by providing additional services, adding new customers and making “tuck-in” acquisitions of other waste companies in that market or adjacent markets. We believe that many suitable “tuck-in” acquisition opportunities exist within our current and targeted market areas that may provide us with opportunities to increase our market share and route density.
The North America solid waste services industry has experienced continued consolidation over the past several years, most notably with the acquisition of Advanced Disposal Services, Inc. by Waste Management, Inc. in October 2020 and our acquisition of Progressive Waste (as defined below) in June 2016. In spite of this consolidation, the solid waste services industry remains regional in nature, with acquisition opportunities available in select markets. In some markets in both municipal solid waste, or MSW, and E&P waste, independent landfill, collection or service providers lack the capital resources, management skills and/or technical expertise necessary to comply with stringent environmental and other governmental regulations and to compete with larger, more efficient, integrated operators. In addition, many of the remaining independent operators may wish to sell their businesses to achieve liquidity in their personal finances or as part of their estate planning.
During the year ended December 31, 2022, we completed 24 acquisitions for consideration having a net fair value of $2.334 billion. During the year ended December 31, 2021, we completed 30 acquisitions for consideration having a net fair value of $1.069 billion. During the year ended December 31, 2020, we completed 21 acquisitions for consideration having a net fair value of $481.6 million.
HUMAN CAPITAL
We believe that people are our greatest differentiator. We aim to be an employer of choice that attracts and retains high performing talent with the mindset, skillset and commitment to uphold our values of safety, integrity, customer service, being a great place to work and the premier solid waste services company in the U.S. and Canada. Our goal is to create an environment where self-directed, empowered employees strive to consistently fulfill our constituent commitments and seek to create positive impacts through interactions with customers, communities and fellow employees, always relying on our Operating Values as the foundation for our existence. All employees are responsible for upholding the Waste Connections Vision and Values, and the Waste Connections Code of Conduct, which form the foundation of our policies and practices. Moreover, we are committed to an inclusive, supportive environment built on the principles of Servant Leadership, valuing diversity and inspiring employee growth. As such, developing our talent and maintaining our culture through employee engagement are integral to the growth and sustainability of our business.
3
Our Workforce
As of December 31, 2022, our employee population consisted of 22,109 active employees, 10,866 of whom are commercial truck drivers and 1,815 of whom are mechanics. There were 18,799 employees located in the United States and 3,310 employees located in Canada. 40% of active employees are ethnic minorities, 17% are women, and 8% are from the armed services.
As of December 31, 2022, 3,323 employees, or approximately 15% of our workforce, were employed under collective bargaining agreements. The majority of our collective bargaining agreements are with the Teamsters Union in both the U.S. and Canada. These collective bargaining agreements are renegotiated periodically. In 2022, we did not experience any work stoppages or have any days idle as a result of labor issues. We have 17 collective bargaining agreements covering 1,059 employees that have expired or are set to expire during 2023. We do not expect any significant disruption in our overall business in 2023 as a result of labor negotiations, employee strikes or organizational efforts by labor unions or their representatives.
COVID-19-Related Employee Support
Since the onset of the pandemic of coronavirus disease 2019, or COVID-19, protecting the health, safety and welfare of our employees has been our top priority. In order to support and protect our employees, we established protocols and implemented operational changes focused on the health and safety of our frontline employees and accommodated transitions to remote work environments for customer service representatives and other support personnel. In addition, recognizing the potential for financial hardship and other challenges, we looked to provide a safety net for our employees on issues of income and family health.
To that end, since the onset of the pandemic and through the end of 2022, we have incurred over $50 million in incremental COVID-19-related costs, including approximately $10 million in supplemental pay for frontline employees in 2022. COVID-19-related support included bonus payments as well as supplemental wages, which were provided to all frontline employees, whether union or non-union, remote or on-site, as well as temporary workers. We provided full base wages for employees feeling ill, under quarantine, or caring for family members, and two-thirds of base wages for up to 12 weeks for those unable to work due to childcare needs. We also expanded our Employee Relief Fund for those experiencing financial hardship, launched the Waste Connections Scholarship Program to assist our employees’ children in pursuing their educational goals, covered COVID-19-related testing and medical costs, and expanded and extended access to medical benefits.
In addition to our COVID-19-related financial commitments, in 2020 we proactively raised our minimum U.S. hourly wage target to $15 per hour (CAD $16 per hour in Canada), which we increased to a target of $17 per hour (CAD $17 per hour in Canada) in 2022, in both cases exceeding many state, provincial and local wage requirements. Looking beyond our people, we also recognized the needs of the communities where we live and work, increasing the level of charitable contributions to assist food banks, families at risk, and organizations with a focus on addressing racial inequities at a local or national level, and providing meals for higher risk populations. In 2022, we maintained the higher levels of community support as we continued to focus on the well-being of our employees and the communities we serve.
Safety
Safety is our first operating value at Waste Connections. We are committed to the safety of our employees, customers, and the communities we serve. Our ultimate goal is to “Drive to ZERO”, that is, to work toward achieving zero incidents and accidents. Our success in safety is driven by our self-directed and empowered employees taking personal ownership for their safety and the safety of those around them. As servant leaders, we endeavor every day to protect our employees and the communities we are privileged to work in and around. We utilize on-board event recording technology to identify both risky behavior, which is coached, and best practices, which are reinforced and rewarded with safety bonuses. We have developed a risk-based scoring system for our drivers to improve their safe driving skills and hold our leaders responsible for the performance of the employees they are privileged to serve.
4
In 2022, this behavior-based approach to safety resulted in approximately 60% of our operating locations posting zero safety-related incidents or reduced incident frequency over the prior year. In addition, our Total Recordable Incident Rate (TRIR) remains well below industry averages.
Safety training is an integral part of our culture of safety. To reinforce safe driving skills and safe work practices throughout Waste Connections, we require both initial training for all new driver employees and reinforcement training each year. Areas of focus in training include: “Target 4” defensive driving, Smith System driving fundamentals, Injury & Illness prevention, and Safe Work Practices training. We further emphasize the importance of safety through regular tailgate safety meetings and rollout safety instructions for our drivers, and through the utilization of electronic safety communication boards, safety alerts, and other communications to heighten awareness and maintain focus every day on the importance of safety.
While we attribute our successful safety record to our culture and behavior-based approach, we recognize that advances in fleet design and technology can be important tools in identifying risky behaviors and providing coaching opportunities to further our efforts to achieve our long-term, aspirational target of a 25% reduction in incident rates as described in our 2022 Sustainability Report (www.wasteconnections.com/sustainability). To that end, in 2022, we completed a multi-year implementation of an over $10 million fleet-wide upgrade of our on-board event recording technology, adding Machine Vision and Artificial Intelligence to identify at-risk behaviors. We also expanded our use of Freightliner EconicSD trucks, which provide enhanced safety features, as well as an integrated collision mitigation system, enhanced visibility, and several ergonomic improvements.
Culture/Servant Leadership
At Waste Connections, we maintain that our purposeful culture drives differentiated results; therefore, investing in our people is a priority as we employ an approach guided by Servant Leadership. This concept inverts the traditional management hierarchy, positioning leaders to serve their employees both professionally and personally. The philosophy empowers employees by prioritizing their needs, sharing responsibility and driving personal development. As a result, a significant amount of management time and resources are dedicated to leadership training and development.
Training and Development
In late 2022, we launched our revamped new driver training program, called Making the Connection. Designed specifically for our Company as a blended learning experience, with on-the-job learning, one-on-one coaching and a series of eLearning modules, our newly hired drivers will be provided a best-in-class onboarding and training experience. In addition, we have dedicated training resources to certify our Driver Trainers across the U.S. and Canada to deliver quality, interactive training experiences. These efforts are all focused on training and retaining the safest drivers in our industry.
Our leadership development efforts focus on multi-day Servant Leadership training sessions, in which approximately 38% of our leadership team participated in 2022, following 24% participation in 2021, as we generally returned to in-person training, with online options also available. These leadership training sessions are developed and administered by dedicated internal resources and also include participation by the senior leadership team.
In addition, the Company provides a broad range of other training and on-the-job learning opportunities, including district management training, varying leadership webinar topics, and other safety, sales, maintenance, operations and financial training courses engaging every level of our employees throughout the Company. In 2022, we expanded our retention-focused program called “Intentional Retention” to our leadership training and development efforts with a focus on skills in key areas that influence employee tenure.
Through our Learning Management System, or LMS, we track employee progress and can utilize the LMS to share new course topics and additional content. We continued to expand training opportunities available to our employees and increased the number of sessions offered by over 40% in 2022 from the prior year, with approximately 72% of all employees participating in either a virtual or in-person training.
5
Employee Pay and Benefits
We strive to make Waste Connections a great place to work. Our approach to attracting safe, productive workers includes a focus on providing full time, stable, local jobs with competitive pay and benefits.
Our pay and benefits strategy is designed to provide programs and services that help meet the varying needs of our employees, particularly during challenging periods like the COVID-19 pandemic, when we increased our targeted minimum wage and introduced the Waste Connections Scholarship Program, in addition to providing discretionary supplemental pay and benefits, including expanded access to our Employee Relief Fund. Our total rewards package for frontline employees includes market-competitive pay, bonus opportunities, affordable and comprehensive healthcare plans, market-leading retirement benefits, generous and flexible time off plans, and the opportunity to share in the Company’s success through an Employee Share Purchase Plan. Our leaders also are eligible for incentive compensation programs consisting of an annual cash bonus, equity, or both, dependent on their contributions to improving safety, financial results, and key human capital measures like turnover, employee development and employee survey scores.
In 2022, we expanded our income protection benefits and time-off plans to better accommodate the needs of our U.S. employees, including those early in their employment with Waste Connections, to balance work and homelife as they address personal and family needs. For employees who are ill or injured outside of work, we reduced the waiting period for short term disability benefits and increased the income replacement rate and maximum benefit amounts. We also introduced additional parental time off for men and women taking time for the birth, adoption, or foster placement of a new child.
In 2022, we continued to grow the Waste Connections Scholarship Program, launched in 2020, as a way to help our employees’ children achieve their vocational, technical and university education goals. The scholarship program awards renewable scholarships to children of Waste Connections’ employees based on academic record, demonstrated leadership, participation in school activities, work experience, career goals and family circumstances. Determined by an impartial third party, award recipients receive $2,500 each per academic year for up to four years. To date, the program has 125 recipients with financial contributions from Waste Connections that exceed $300,000 and a total commitment of up to $1.25 million.
Employee Engagement
Beyond compensation and benefits, we believe employee engagement includes increased investments in training and development of our leaders and frontline employees, along with new technology offerings to expand connectivity both inside and outside of the Company. We also recognize the importance of engagement in driving culture and increasing retention, which has been magnified since 2020, when the COVID-19 pandemic necessitated the use of remote alternatives to in-person training and development and highlighted the importance of connectivity both inside and outside of the Company. In response, we launched Workplace, our internal, mobile-friendly collaborative software platform that allows all employees, employee resource groups and leaders to share a steady stream of news and stories to connect, inform and further increase employee engagement.
We conduct an annual Servant Leadership survey, which provides employees the opportunity to evaluate their managers on an anonymous basis and provide written feedback. We target continuous improvement in the scores as an element of the long-term, aspirational goals outlined in our 2022 Sustainability Report. In 2022, we experienced continued improvement in our managers’ Servant Leadership scores, with an employee response rate of over 86%.
Diversity and Inclusion
We are committed to building and developing diverse teams that function in an environment of mutual respect, where employees feel valued, empowered to contribute and positioned for success.
In keeping with our efforts to support and encourage diversity and inclusion, we have undertaken several initiatives, including adopting in 2019 a formal Diversity Policy for our Board of Directors and Senior Management with aspirational targets for female Board representation, which have been achieved through the addition of two female Board members since that time, and additional disclosure on workforce composition.
6
Since that time, we incorporated diversity and inclusion into Servant Leadership training, expanded our annual Servant Leadership assessments of our managers by employees to incorporate a diversity and inclusion score, and introduced a monthly educational program focused on diversity and inclusion that is available to all employees through our LMS with additional discussion tools provided to our leadership team. In addition, we expanded our resources focused on encouraging diversity and inclusion through the addition of a Director of Experience, Inclusion and Diversity in 2022. We also enhanced recruiting practices to ensure the broadest candidate pools, established financial commitments to organizations that focus on racial inequities and that support women and children at risk, and supported the development of resource groups including our Women’s Network and Veterans’ S.E.R.V.E. Network. Waste Connections is a signatory to the CEO Action for Diversity & Inclusion, the largest CEO-driven business commitment to advance diversity and inclusion within the workplace.
Employee Recruiting
In 2022, we hired 6,713 employees through our network of internal recruiters operating on a divisional and regional basis. Our internal recruiting team endeavors to not only fill open positions, but to partner with hiring managers to continuously improve our efforts with respect to marketing, screening, interviewing, onboarding and employee retention. In addition to recruiting locally in the communities we serve, we use job fairs, open house events, employee referral programs, social media channels, local radio and television advertising, and school to work partnerships.
Our job opportunities are hosted on https://careers.wasteconnections.com, posted on www.indeed.com, www.linkedin.com, as well as state and provincial job boards, and syndicated to expand our reach to dozens of diversity-oriented and military-focused recruiting websites such as https://honorher.works, https://jobs.vetjobs.org, https://diversity.dejobs.org, https://enableamerica.dejobs.org and www.campuspride.jobs.
SUSTAINABILITY/ENVIRONMENTAL SOCIAL AND GOVERNANCE, OR ESG
Environmental, organizational and financial sustainability initiatives have been key components of our success since we were founded in 1997. We continuously monitor and evaluate new technologies and investments that can enhance our commitment to the environment, to our employees and to the communities we serve. These investments align with our focus on value creation for all stakeholders and we remain committed to expanding these efforts as our industry and technology continue to evolve. To that end, we have committed $500 million to the advancement of long-term, aspirational ESG targets established in 2020, with updates on progress towards their achievement provided in our 2022 Sustainability Report.
These targets include reducing environmental impact through expanded resource recovery capacity, increased landfill gas recovery and development of new renewable natural gas facilities, and increased on-site leachate treatment at our landfills. In addition, they focus on enhancing employee safety and engagement through reducing safety incident rates, continuous improvement in voluntary turnover, and increased Servant Leadership scores. In 2022, we expanded our ESG targets to include reductions in absolute emissions and reductions in emissions intensity. We also increased our ESG transparency in 2022 by introducing the Task Force on Climate-Related Financial Disclosure framework detailing climate-related risks and opportunities, in addition to an Environmental Justice analysis on our footprint and expanded diversity statistics through our EE0-1 disclosure. Moreover, since 2021, we have incorporated our ESG targets into executive compensation metrics.
We recognize the importance of disclosure surrounding these initiatives and strive to become increasingly transparent through the continued use and adoption of new ESG frameworks, expansion of ESG-related data points, as well as participation at ESG-related industry events and other investor engagements.
WASTE SERVICES
Collection Services
We provide collection services to residential, commercial, municipal, industrial and E&P customers. Our services are generally provided under one of the following arrangements: (1) governmental certificates; (2) exclusive franchise agreements; (3) exclusive municipal contracts; (4) residential subscriptions; (5) residential contracts; or (6) commercial, industrial and E&P service agreements.
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Governmental certificates, exclusive franchise agreements and exclusive municipal contracts grant us rights to provide MSW services within specified areas at established rates and are long-term in nature. Governmental certificates, or G Certificates, are unique to the State of Washington and are awarded by the Washington Utilities and Transportation Commission, or WUTC, to solid waste collection service providers in unincorporated areas and electing municipalities. These certificates typically grant the holder the exclusive and perpetual right to provide specific residential, commercial and/or industrial waste services in a defined territory at specified rates, subject to divestiture and/or overlap or cancellation by the WUTC on specified, limited grounds. Franchise agreements typically provide an exclusive period of seven years or longer for a specified territory; they specify a broad range of services to be provided, establish rates for the services and can give the service provider a right of first refusal to extend the term of the agreement. Municipal contracts typically provide a shorter service period and a more limited scope of services than franchise agreements and generally require competitive bidding at the end of the contract term. In markets where exclusive arrangements are not available, we may enter into residential contracts with homeowners’ associations, apartment owners and mobile home park operators, or work on a subscription basis with individual households. In such markets, we may also provide commercial and industrial services under customer service agreements generally ranging from one to five years in duration. Finally, in certain E&P markets with “no pit” rules or other regulations that limit on-site storage or treatment of waste, we offer containers and collection services to provide a closed loop system for the collection of drilling wastes at customers’ well sites and subsequent transportation of the waste to our facilities for treatment and disposal.
Landfill Disposal Services
As of December 31, 2022, we owned or operated 75 MSW landfills, nine E&P waste landfills, which only accept E&P waste and 16 non-MSW landfills, which only accept construction and demolition, industrial and other non-putrescible waste. Eight of our MSW landfills also received E&P waste during 2022. We generally own landfills to achieve vertical integration in markets where the economic and regulatory environments make landfill ownership attractive. We also own landfills in certain markets where it is not necessary to provide collection services because we believe that we are able to attract volume to our landfills, given our location or other market dynamics.
For landfills we operate but do not own, the owner of the property, generally a municipality, usually holds the permit and we operate the landfill pursuant to a landfill operating agreement for a contracted term, which may be the life of the landfill. Where the contracted term is not the life of the landfill, the property owner is generally responsible for final capping, closure and post-closure obligations. We are responsible for all final capping, closure and post-closure obligations at our operated landfills for which we have life-of-site agreements.
Based on remaining permitted capacity as of December 31, 2022, and projected annual disposal volumes, the average remaining landfill life for our owned and operated landfills and landfills operated, but not owned, under life-of-site agreements, is estimated to be approximately 31 years. Many of our existing landfills have the potential for expanded disposal capacity beyond the amount currently permitted. We regularly consider whether it is advisable, in light of changing market conditions and/or regulatory requirements, to seek to expand or change the permitted waste streams or to seek other permit modifications. We also monitor the available permitted in-place disposal capacity of our landfills on an ongoing basis and evaluate whether to seek capacity expansion using a variety of factors.
We are currently seeking to expand permitted capacity at 10 of our landfills, for which we consider expansions to be probable. Although we cannot be certain that all future expansions will be permitted as designed, the average remaining landfill life for our owned and operated landfills and landfills operated, but not owned, under life-of-site agreements is estimated to be approximately 35 years when considering remaining permitted capacity, probable expansion capacity and projected annual disposal volume.
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The following table reflects estimated landfill capacity and airspace changes, as measured in tons, for owned and operated landfills and landfills operated, but not owned, under life-of-site agreements (in thousands):
|
|
2022 |
|
2021 |
||||||||
|
|
|
|
Probable |
|
|
|
|
|
Probable |
|
|
|
|
Permitted |
|
Expansion |
|
Total |
|
Permitted |
|
Expansion |
|
Total |
Balance, beginning of year |
|
1,474,754 |
|
212,722 |
|
1,687,476 |
|
1,383,123 |
|
158,522 |
|
1,541,645 |
Acquired landfills |
|
92,270 |
|
— |
|
92,270 |
|
41,374 |
|
— |
|
41,374 |
Developed landfills |
|
— |
|
— |
|
— |
|
65,288 |
|
— |
|
65,288 |
Divested landfills |
|
(31,179) |
|
(18,920) |
|
(50,099) |
|
(7,169) |
|
— |
|
(7,169) |
Permits granted |
|
35,128 |
|
(35,128) |
|
— |
|
36,778 |
|
(36,778) |
|
— |
Airspace consumed |
|
(47,229) |
|
— |
|
(47,229) |
|
(46,632) |
|
— |
|
(46,632) |
Expansions initiated |
|
— |
|
9,720 |
|
9,720 |
|
— |
|
84,342 |
|
84,342 |
Changes in engineering estimates |
|
16,789 |
|
12,284 |
|
29,073 |
|
1,992 |
|
6,636 |
|
8,628 |
Balance, end of year |
|
1,540,533 |
|
180,678 |
|
1,721,211 |
|
1,474,754 |
|
212,722 |
|
1,687,476 |
The estimated remaining operating lives for the landfills we own and landfills we operate under life-of-site agreements, based on remaining permitted and probable expansion capacity and projected annual disposal volume, in years, as of December 31, 2022, and December 31, 2021, are shown in the tables below. The estimated remaining operating lives include assumptions that the operating permits are renewed.
|
|
2022 |
||||||||||||
|
|
0 to 5 |
|
6 to 10 |
|
11 to 20 |
|
21 to 40 |
|
41 to 50 |
|
51+ |
|
Total |
Owned and operated landfills |
|
5 |
|
5 |
|
18 |
|
37 |
|
6 |
|
17 |
|
88 |
Operated landfills under life-of-site agreements |
|
— |
|
— |
|
— |
|
2 |
|
— |
|
3 |
|
5 |
|
|
5 |
|
5 |
|
18 |
|
39 |
|
6 |
|
20 |
|
93 |
|
|
2021 |
||||||||||||
|
|
0 to 5 |
|
6 to 10 |
|
11 to 20 |
|
21 to 40 |
|
41 to 50 |
|
51+ |
|
Total |
Owned and operated landfills |
|
3 |
|
6 |
|
15 |
|
35 |
|
9 |
|
19 |
|
87 |
Operated landfills under life-of-site agreements |
|
— |
|
— |
|
— |
|
2 |
|
— |
|
3 |
|
5 |
|
|
3 |
|
6 |
|
15 |
|
37 |
|
9 |
|
22 |
|
92 |
The disposal tonnage that we received in 2022 and 2021 at all of our landfills is shown in the tables below (tons in thousands):
|
|
Three Months Ended |
|
|
||||||||||||||
|
|
March 31, |
|
June 30, |
|
September 30, |
|
December 31, |
|
Twelve Months |
||||||||
|
|
2022 |
|
2022 |
|
2022 |
|
2022 |
|
Ended |
||||||||
|
|
Number |
|
Total |
|
Number |
|
Total |
|
Number |
|
Total |
|
Number |
|
Total |
|
December 31, |
|
|
of Sites |
|
Tons |
|
of Sites |
|
Tons |
|
of Sites |
|
Tons |
|
of Sites |
|
Tons |
|
2022 |
Owned operational landfills and landfills operated under life-of-site agreements |
|
89 |
|
10,987 |
|
89 |
|
12,416 |
|
91 |
|
11,888 |
|
93 |
|
11,938 |
|
47,229 |
Operated landfills |
|
5 |
|
150 |
|
5 |
|
146 |
|
5 |
|
153 |
|
7 |
|
171 |
|
620 |
|
|
94 |
|
11,137 |
|
94 |
|
12,562 |
|
96 |
|
12,041 |
|
100 |
|
12,109 |
|
47,849 |
9
|
|
Three Months Ended |
|
|
||||||||||||||
|
|
March 31, |
|
June 30, |
|
September 30, |
|
December 31, |
|
Twelve Months |
||||||||
|
|
2021 |
|
2021 |
|
2021 |
|
2021 |
|
Ended |
||||||||
|
|
Number |
|
Total |
|
Number |
|
Total |
|
Number |
|
Total |
|
Number |
|
Total |
|
December 31, |
|
|
of Sites |
|
Tons |
|
of Sites |
|
Tons |
|
of Sites |
|
Tons |
|
of Sites |
|
Tons |
|
2021 |
Owned operational landfills and landfills operated under life-of-site agreements |
|
87 |
|
10,189 |
|
87 |
|
12,433 |
|
89 |
|
12,545 |
|
92 |
|
11,465 |
|
46,632 |
Operated landfills |
|
4 |
|
127 |
|
4 |
|
147 |
|
5 |
|
147 |
|
5 |
|
159 |
|
580 |
|
|
91 |
|
10,316 |
|
91 |
|
12,580 |
|
94 |
|
12,692 |
|
97 |
|
11,624 |
|
47,212 |
The expiration dates for the seven operated landfills range from 2023 to 2042. We are seeking or intend to seek renewal of all seven contracts prior to, or upon, their expiration.
Transfer Station Services
We own or operate MSW transfer stations and E&P waste transfer stations with marine access. Transfer stations receive, compact and/or load waste to be transported to landfills or treatment facilities via truck, rail or barge. They extend our direct-haul reach and link collection operations or waste generators with distant disposal or treatment facilities by concentrating the waste stream from a wider area and thus providing better utilization rates and operating efficiencies.
Recycling Services
We offer residential, commercial, industrial and municipal customers recycling services for a variety of recyclable materials, including compost, cardboard, mixed paper, plastic containers, glass bottles and ferrous and aluminum metals. We own and operate recycling operations and market collected recyclable materials to third parties for processing before resale. The majority of the recyclables we process for sale are paper products and are shipped to customers in the United States and Canada, as well as other markets, including Asia. Changes in end market demand as well as other factors can cause fluctuations in the prices for such commodities, which can affect revenue, operating income and cash flows. We believe that recycling will continue to be an important component of local and state solid waste management plans due to the public’s increasing environmental awareness and expanding regulations that mandate or encourage recycling. We also believe that the costs of processing recyclables, including the costs of contamination, which have historically been subsidized by the sale of recycled commodities, need to be fully recognized. To that end, we have increased the fees that we charge for the collection of recyclables and for processing at our recycling facilities to more fully reflect the processing costs associated with the separation of recyclables into marketable commodities. In some instances, we will look to pass the risk associated with the volatility of recycled commodity prices onto our customers.
Beneficial Reuse of Landfill Gas
We develop, own and operate projects for the beneficial reuse of landfill gas through our landfill network. Over time, landfill gas is produced as waste decomposes at landfills, and the methane component is a readily available renewable energy source that can be gathered and converted into a valuable source of clean energy as recognized by the United States Environmental Protection Agency, or the EPA, in the same category as wind, solar, and geothermal resources. As of December 31, 2022 we have gas recovery systems at 55 of our landfills to collect methane, which can then be used to generate electricity for local households, fuel local industrial power plants or power alternative fueled vehicles. For 17 of these beneficial reuse projects, the processed gas is used to fuel electricity generators. The electricity is then sold to public utilities. For 10 of these projects, the landfill gas is processed to pipeline quality natural gas and sold to natural gas companies. In some cases, landfill gas generated at our landfills qualifies as a renewable fuel for which renewable fuel credits may be available.
E&P Waste Treatment, Recovery and Disposal Services
E&P waste is a broad term referring to the by-products resulting from oil and natural gas exploration and production activity. These generally include: waste created throughout the initial drilling and completion of an oil or natural gas well, such as drilling fluids, drill cuttings, completion fluids and flowback water; production wastes and produced water during a well’s operating life; contaminated soils that require treatment during site reclamation; and substances that require clean-up after a spill, reserve pit clean-up or pipeline rupture.
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E&P waste customers are oil and natural gas exploration and production companies operating in the areas that we serve. E&P waste revenue is therefore driven by vertical and horizontal drilling, hydraulic fracturing, production and clean-up activity; it is complemented by other services including closed loop collection systems and the sale of recovered products. E&P waste activity varies across market areas which are tied to the natural resource basins in which the drilling activity occurs and reflects the regulatory environment, pricing and disposal alternatives available in any given market.
We provide non-hazardous E&P waste treatment, recovery and/or disposal services from a network of E&P waste landfills, MSW landfills that also receive E&P waste, E&P liquid waste injection wells and E&P waste treatment and oil recovery facilities. Treatment processes vary by site and regulatory jurisdiction. At certain treatment facilities, loads of flowback and produced water and other drilling and production wastes delivered by our customers are sampled, assessed and tested by third parties according to state regulations. Solids contained in a waste load are deposited into a land treatment cell where liquids are removed from the solids and are sent through an oil recovery system before being injected into saltwater disposal injection wells or placed in evaporation cells that utilize specialized equipment to accelerate evaporation of liquids. In certain locations, fresh water is then added to the remaining solids in the cell to “wash” the solids several times to remove contaminants, including oil and grease, chlorides and other contaminants, to ensure the solids meet specific regulatory criteria that, in certain areas, are administered by third-party labs and submitted to the regulatory authorities.
COMPETITION
The North America MSW services industry is highly competitive and requires substantial labor and capital resources. Our competition includes: three publicly-held solid waste companies—Waste Management, Inc., Republic Services, Inc. and GFL Environmental, Inc.; several regional, publicly held and privately owned companies; and several thousand small, local, privately owned companies, including independent waste brokers, some of which we believe have accumulated substantial goodwill in their markets. We compete for collection, transfer and disposal volume based primarily on the price and, to a lesser extent, quality of our services. We also compete with operators of alternative disposal facilities, including incinerators, and with counties, municipalities and solid waste districts that maintain their own waste collection and disposal operations. Public sector operators may have financial and other advantages over us because of their access to user fees and similar charges, tax revenues, tax-exempt financing and the ability to flow-control waste streams to publicly owned disposal facilities.
From time to time, competitors may reduce the price of their services in an effort to expand their market shares or service areas or to win competitively bid municipal contracts. These practices may cause us to reduce the price of our services or, if we elect not to do so, to lose business. We provide a significant amount of our residential, commercial and industrial collection services under exclusive franchise and municipal contracts and G Certificates. Exclusive franchises and municipal contracts may be subject to periodic competitive bidding. Competition in the solid waste industry is also affected by the increasing national emphasis in the U.S. and Canada on recycling and other waste reduction programs, which may reduce the volume of waste we collect or deposit in our landfills.
The U.S. and Canadian MSW services industries have undergone significant consolidation, and we encounter competition in our efforts to acquire collection operations, transfer stations and landfills. We generally compete for acquisition candidates with publicly owned regional and national waste management companies. Accordingly, it may become uneconomical for us to make further acquisitions or we may be unable to locate or acquire suitable acquisition candidates at price levels and on terms and conditions that we consider appropriate, particularly in markets we do not already serve.
Competition for E&P waste comes primarily from smaller regional companies that utilize a variety of disposal methods and generally serve specific geographic markets. We also compete in certain markets with publicly held and privately owned companies such as Waste Management, Inc., Republic Services, Inc., Clean Harbors, Inc., Secure Energy Services Inc., Nuverra Environmental Solutions, Trinity Environmental Services, LLC, Ecoserv, Oilfield Water Logistics LLC and others.
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In addition, customers in many markets have the option of using internal disposal methods or outsourcing to another third-party disposal company.
REGULATION
Introduction
Our operations in the United States and Canada, including landfills, transfer stations, solid waste transportation, intermodal operations, vehicle maintenance shops, fueling facilities and oilfield waste treatment, recovery and disposal operations, are all subject to extensive and evolving federal, state, provincial and, in some instances, local environmental, health and safety laws and regulations, the enforcement of which has become increasingly stringent. These laws and regulations may, among other things, require securing permits or other authorizations (collectively, “permits”) for regulated activities; govern the amount and type of substances that may be discharged or emitted into the environment in connection with our operations; impose cleanup or corrective action responsibility for releases of regulated substances into the environment; restrict the way we handle, manage or dispose of wastes; limit or prohibit our activities in sensitive areas such as wetlands, wilderness areas or areas inhabited by endangered or threatened species; require investigatory and remedial actions to mitigate pollution conditions caused by our operations or attributable to former ownership or operations; and impose specific standards addressing worker protection and health. Compliance is often costly or difficult to achieve, and the violation of these laws and regulations may result in the denial or revocation of permits, issuance of corrective action orders, assessment of administrative and civil penalties and even potentially criminal prosecution.
In many instances in the United States, liability is often “strict,” meaning it is imposed without a requirement of intent or fault on the part of the regulated entity. The environmental regulations that affect us in the United States are generally administered by the Environmental Protection Agency, or the EPA, state environmental agencies, and other federal, state and local authorities having jurisdiction over our U.S. operations.
The environmental legislation affecting us in Canada is administered by federal and provincial regulatory agencies, which have jurisdiction over certain aspects of our Canadian operations. The relevant Canadian federal environmental legislation that affects our operations is administered by federal departments such as Environment and Climate Change Canada. Provincial and local agencies and departments administer their own environmental legislation, such as the Ontario Ministry of the Environment, Conservation and Parks. In most instances in Canada, liability for violations of environmental and health and safety laws is imposed without a requirement of intent on the part of the regulated entity, but is subject to a defense of due diligence.
Compliance with existing environmental regulatory requirements and permits requires significant capital and operating expenditures. It is possible that substantial costs for compliance or penalties for non-compliance may be incurred in the future. We believe that in recent years, environmental regulation of the industry has increased as have the number of enforcement actions brought by regulatory agencies. It is also possible that other developments, such as the adoption of additional or more stringent environmental laws, regulations and enforcement policies, could result in additional costs or liabilities that we cannot currently foresee or quantify. Moreover, changes in environmental laws or regulations could reduce the demand for our services and adversely impact our business. We also expend significant resources (both administrative and financial) directed toward development, expansion, acquisition and permitting of landfills, transfer stations and other facilities we operate. Regarding any permit issued by a regulatory agency necessary for our operations, there are no assurances that we will be able to obtain or maintain all necessary permits or that any such permit held may ultimately be renewed on the same or similar terms. Further, permits obtained impose various requirements and may restrict the size and location of disposal operations, impose limits on the types and amount of waste a facility may receive or manage, as well as a waste disposal facility’s overall capacity. Additional operational conditions or restrictions may be included in the renewal or amendment of a previously issued permit. As regulations change, our permit requirements could become more stringent and compliance may require material expenditures at our facilities, impose significant operational restraints or require new or additional financial assurance related to our operations. Regarding any permit that has been issued, it remains subject to renewal, modification, suspension or revocation by the agency with jurisdiction.
Various laws impose cleanup or remediation liability on responsible parties, which are discussed in more detail below. Substances subject to cleanup liability have been or may have been disposed of or released on or under certain of our facility sites.
12
At some of our facilities, we have conducted and continue to conduct monitoring or remediation of known soil and groundwater contamination and, as required, we will continue to perform such work. It is possible that monitoring or remediation could be required in the future at other facilities we own or operate, or previously owned or operated. These monitoring and remediation efforts are usually overseen by environmental regulatory agencies. Further, it is not uncommon for neighboring landowners or other third parties to file claims for personal injury or property damage allegedly caused by the release of regulated substances into the environment. In addition, from time to time, our intermodal services business undertakes the transport of hazardous materials. This transportation function is also regulated by various federal, state, provincial and potentially local agencies.
A number of major statutes and regulations apply to our operations, which are generally enforced by regulatory agencies. Typically, in the United States, federal statutes establish the general regulatory requirements governing our operations, but in many instances these programs are delegated to the states, which have independent and sometimes more strict regulation. In Canada, it is typically provincial statutes that establish the primary regulatory requirements governing our waste operations. Federal statutes in Canada govern certain aspects of waste management, including international and interprovincial transport of certain kinds of waste. Certain of these statutes in the United States and Canada contain provisions that authorize, under certain circumstances, lawsuits by private citizens to enforce certain statutory provisions. In addition to penalties, some of these statutes authorize an award of attorneys’ fees to parties that successfully bring such an action. Enforcement actions for a violation of these statutes and related rules, or for a violation of or failure to have a permit, which is required by certain of these statutes, may include administrative, civil and criminal/regulatory penalties, as well as injunctive relief in some instances. In our ordinary course of business, we incur significant costs complying with these statutes, regulations and applicable standards they impose.
A brief description of certain of the primary statutes affecting our operations is discussed below.
Laws and Regulations
A. Waste and Hazardous Substances
1. The Resource Conservation and Recovery Act of 1976, or RCRA
In the United States, RCRA regulates the generation, treatment, storage, handling, transportation and disposal of hazardous and non-hazardous waste and requires states to develop programs to ensure the safe disposal of solid waste. Regulations promulgated under RCRA impose broad requirements on the waste management industry. In October 1991, the EPA adopted what are known as the Subtitle D Regulations, which govern solid non-hazardous waste landfills. The Subtitle D Regulations establish, among other things, location restrictions, minimum facility design and performance standards, operating criteria, closure and post-closure requirements, financial assurance requirements, groundwater monitoring requirements, groundwater remediation standards and corrective action requirements. These and other applicable requirements, including permitting, are typically implemented by the states, and in some instances, states have enacted more stringent requirements.
Waste related to oil and gas exploration and production, or E&P, is typically regulated differently than those wastes designated as “hazardous waste.” Regarding the management and disposal of E&P waste, although E&P wastes may contain hazardous constituents, most E&P waste is exempt from stringent RCRA regulation as a hazardous waste. We are required to obtain permits for the land treatment and disposal of E&P waste as part of our operations. The construction, operation and closure of E&P waste land treatment and disposal operations are generally regulated at the state level. These regulations vary widely from state to state. None of our oilfield waste recycling, treatment and disposal facilities are currently permitted to accept hazardous wastes. Some wastes handled by us that currently are exempt from regulation as hazardous wastes may in the future be designated as “hazardous wastes” under RCRA or other applicable statutes if changes in laws or regulations were to occur. If the RCRA E&P waste exemption is repealed or modified, we could become subject to more rigorous and costly operating and disposal requirements.
A breach of laws or regulations governing facilities we operate may result in suspension or revocation of necessary permits, civil liability, and imposition of fines and penalties. Moreover, if we experience a delay in obtaining, are unable to obtain, or suffer the revocation of required permits, we may be unable to serve our customers, our operations may be interrupted and our growth and revenue may be limited.
13
RCRA also regulates underground storage of petroleum and other materials it defines as “regulated substances.” RCRA requires tank registration, compliance with technical standards for tanks, release detection and reporting and corrective action, among other things. Certain of our facilities and operations are subject to these requirements, which are typically implemented at the state level and may be more stringent in certain states.
2. The Comprehensive Environmental Response, Compensation and Liability Act of 1980, or CERCLA
CERCLA, which is also known as the “Superfund” law, established a program in the United States allowing federal authorities to provide for the investigation and cleanup of facilities where, or from which, a release of any hazardous substance into the environment has occurred or is threatened. CERCLA defines “hazardous substances” broadly. One of the primary ways that CERCLA addresses a release or threatened release of hazardous substances is by imposing strict, joint and several liability for cleanup on its broad categories of responsible parties. This means that responsible parties can bear liability without fault and that each responsible party potentially could bear liability for the entirety of cleanup costs, notwithstanding its individual contribution. Generally, responsible parties are current owners and/or operators of the contaminated site; former owners and operators of the site at the time when the hazardous substances were disposed; any person who arranged for treatment or disposal of the hazardous substances; and transporters who selected the disposal site. In addition to CERCLA’s liability framework, the EPA may issue orders directing responsible parties to respond to releases of hazardous substances. Further, the EPA and private parties who have response liability to the EPA or who have incurred response costs, can bring suit against other responsible parties to seek to recover certain costs incurred in their response efforts. CERCLA also imposes liability for the cost of evaluating and remedying damage to natural resources. Various states have enacted laws analogous to and independent of CERCLA that also impose liability, which is typically strict and joint and several, for investigation, cleanup and other damages associated with the release of hazardous or other regulated substances. We may handle hazardous substances within the meaning of CERCLA, or hazardous and other substances regulated under similar state statutes, in the course of our ordinary operations. As a result, we may be jointly and severally liable under CERCLA or similar states statutes for all or part of the costs required to cleanup sites if and where these hazardous substances have been released into the environment. CERCLA and these analogous state laws and regulations may also expose us to liability for acts or conditions that were in compliance with applicable laws at a prior time. Under certain circumstances, our sales of residual crude oil collected as part of the saltwater injection process could result in liability to us if the residual crude contains hazardous substances or is covered by one of the state statutes and the entity to which the oil was transferred fails to manage and, as necessary, dispose of it or components thereof in accordance with applicable laws. Additionally, the EPA is considering the possible inclusion of certain additional contaminants to CERCLA’s list of hazardous substances. Among these substances are per- and polyfluoroalkyl substances, PFAS, and bisphenol A, or BPA. Regarding PFAS, EPA issued a proposal on August 26, 2022 to designate two of the most widely used PFAS—Perfluorooctanoic Acid, or PFOA, and Perfluorooctanesulfonic Acid, or PFOS,—as CERCLA hazardous substances. The inclusion of these substances in CERCLA’s definition of hazardous substances may alter or increase cleanup liabilities associated with ongoing cleanup activities, or potentially give rise to additional liability, including for acts or conditions that were in compliance with applicable laws when they occurred.
3. Canadian Waste Legislation
The primary waste laws regulating our business in Canada are imposed by the provinces. These include provincial laws that regulate waste management, including requirements to obtain permits and approvals, and regulations with respect to the operation of transfer stations and landfilling sites. Each provincial jurisdiction in Canada has its own regulatory regime; however, the key requirements under these regimes are similar across Canada. For example, the Environmental Protection Act, or the EP Act, in Ontario and its underlying regulations regulate the generation, treatment, storage, handling, transportation and disposal of wastes in Ontario, among other things. The EP Act requires an approval or, in some cases, a registration, for the establishment, operation or alteration of a waste management system (which includes all facilities or equipment used in connection with waste) or a waste disposal site. The specific terms and conditions of an approval may impose emission limits, monitoring and reporting requirements, siting and operating criteria, financial assurance or insurance and decommissioning requirements. Certain landfilling sites are subject to more stringent regulatory requirements that can include detailed prescribed design standards, leachate collection systems, landfill gas management or collection systems and/or site closure plans including post-closure care requirements.
14
The federal Canadian Environmental Protection Act, 1999 imposes requirements with respect to the interprovincial and international movement of hazardous wastes and hazardous recyclable material, which can affect the movement of wastes and recyclables to our Canadian facilities. The expansion or establishment of certain waste management projects, including waste treatment and landfilling sites, may also be subject to provincial or federal environmental assessment requirements.
A breach of laws or regulations governing our operations may result in suspension or revocation of necessary approvals and imposition of fines and penalties. Moreover, if we experience a delay in obtaining, are unable to obtain, or suffer the revocation of required approvals, we may be unable to serve our customers, our operations may be interrupted, and our growth and revenue may be limited.
4. Canadian Contaminated Sites Legislation
There are provincial and federal laws in Canada that regulate spills and releases of substances into the environment and require the remediation of contaminated sites. Clean up of contaminated sites in connection with our business is primarily regulated by provincial environmental laws. Each province has its own regulatory regime; however, the key requirements under these regimes are similar across Canada. For example, the EP Act in Ontario authorizes the agency to issue orders to responsible persons to undertake remedial or other corrective actions to investigate, monitor, and remediate the discharge or presence of contaminants in the environment. These orders can generally be issued on a joint and several liability basis to categories of responsible persons, including persons who caused or permitted the discharge of a contaminant, persons who owned the discharged substance, as well as current and past owners of lands or the source of the contamination and persons who have or have had management or control over lands or the source of the contamination. Responsible parties can bear liability under an order without fault. The costs to comply with an order can be very substantial. Some provincial jurisdictions provide a statutory right to compensation from the owner or person in control of a substance that is discharged into the environment to any person who suffers loss as a result. The federal government has also enacted laws that regulate the release of certain substances into the environment. We handle many contaminants and pollutants in the course of our ordinary operations and, as a result, may be liable under provincial and federal statutes for all or part of required cleanup costs if substances have been released into the environment. Under such laws, we could be required to remove previously disposed substances and wastes (including substances disposed of or released by prior owners or operators) or remediate contaminated property (including soil and groundwater contamination, whether from prior owners or operators or other historic activities or spills).
B. Wastewater/Stormwater Discharge
1. The Federal Water Pollution Control Act of 1972, or the Clean Water Act
The Clean Water Act regulates the discharge of pollutants from a variety of sources, including, without limitation, solid waste disposal facilities, transfer stations and oilfield waste facilities into Waters of the United States, or WOTUS, including surface and potentially ground waters. Under the Clean Water Act, sites or facilities that discharge pollutants to WOTUS must have a permit authorizing that discharge. If certain materials such as run-off, collected leachate, or other contaminants from our owned or operated facilities, including landfills, transfer stations, or other facilities, are discharged into streams, rivers or other regulated waters, the Clean Water Act requires a discharge permit. These permits typically contain requirements to conduct monitoring and, under certain circumstances, to treat and reduce the quantity of pollutants in such discharge. Further, if a landfill or other facility discharges wastewater through a treatment works, it may be required to comply with additional permitting or treatment, and other specific requirements. Also, virtually all landfills are required to comply with the EPA’s storm water regulations, which are designed to prevent the introduction of contaminated storm water run-off into United States’ waters.
At this time, the ultimate regulatory test for defining WOTUS is unsettled, and the determination therefore will be based upon the outcome of regulatory promulgations and associated litigation, that are currently pending. The manner in which WOTUS is defined could affect our operations by potentially increasing or modifying regulatory requirements governing our discharges. In 2015, the Clean Water Rule was promulgated, which would expand federal control over many U.S. water resources by broadening the definition of WOTUS, thereby potentially classifying a larger range of water resource types as jurisdictional under the Clean Water Act. Since promulgation of the 2015 Clean Water Rule, the EPA and the Army Corps of Engineers, or the Corps, have sought to rescind it and to promulgate a revised definition of WOTUS that would establish federal jurisdiction more narrowly, thereby reducing the scope of Clean Water Act applicability.
15
To that end, on December 11, 2018, the EPA and the Corps proposed a rule to redefine WOTUS. Eventually, in October 2019, the 2015 Clean Water Rule was repealed, effectively reverting to the pre-2015 regulatory definition as of December 23, 2019. On April 21, 2020, the EPA published a new Navigable Waters Protection Rule, or NWPR, narrowing the scope of federal jurisdiction over waterways and wetlands. This rule went into effect on June 22, 2020. In 2021, the NWPR was vacated and remanded by two separate federal district courts. In response to these decisions, the EPA halted implementation of the NWPR, stating that it would now be “interpreting [WOTUS] consistent with the pre-2015 regulatory regime until further notice.” On December 7, 2021, the EPA and the Corps published a proposed rule restoring definitions used before the 2015 Rule, relying on case-by-case wetland and waterway determinations. Subsequently, on December 30, 2022, the EPA and the Corps announced the final Revised Definition of Waters of the United States rule, which it based largely on the pre-2015 definition, and provided several implementation memoranda. The rule provides categories of waterbody type, implements both the “relatively permanent standard” and the “significant nexus standard” and seeks to account for regional differences in waters through use of the EPA’s regionally-tailored implementation tools. Further litigation may be brought regarding this new rule. If the proposed rule is upheld as published, it is likely that the scope of the jurisdiction under the Clean Water Act regarding WOTUS will be expanded. As a result, we could face increased costs and delays in obtaining permits under the Clean Water Act. Further, this regulatory uncertainty may increase costs to our customers. As a result, an expansion of the scope of the WOTUS definition could adversely affect our business.
Additionally, the Clean Water Act’s spill prevention, control and countermeasure requirements require development of site-specific plans, and appropriate containment berms and similar structures to help contain and prevent the contamination of regulated waters in the event of a hydrocarbon storage tank release. The Clean Water Act also contains provisions that can prohibit development or require permitting before construction or expansion of a landfill may occur in areas designated as wetlands. Various states in which we operate or may operate in the future have been delegated authority to implement the Clean Water Act and its permitting requirements, and some of these states have adopted regulations that are more stringent than federal Clean Water Act requirements, including regulating discharges to state waters in addition to WOTUS.
2. Safe Drinking Water Act, or SDWA
Our United States E&P underground injection operations are subject to, among other laws, the SDWA, as well as analogous state laws and regulations. Under the SDWA, the EPA established the underground injection control, or UIC, program, which includes requirements for permitting, testing, monitoring, record keeping and reporting of injection well activities, as well as a prohibition against the migration of fluid containing any contaminant into underground sources of drinking water. Certain state regulations require us to obtain permits from the applicable regulatory agencies to operate our underground injection wells. Leakage from the subsurface portions of injection wells could cause degradation of fresh groundwater resources, potentially resulting in suspension of our UIC permit, fines and penalties, the incurrence of expenditures for remediation of the affected resource and potential liability to third parties for property damages.
The EPA has been reviewing whether management and disposal of E&P wastes should be subject to additional regulation. In July 2018, the EPA partnered with New Mexico to assess alternatives to immediate disposal of E&P wastewater by reusing it and/or treating it for reintroduction into the hydrologic cycle, as well as potential regulations related thereto. Moreover, in May 2019, EPA issued its draft Study of Oil and Gas Extraction Wastewater Management Under the Clean Water Act regarding EPA’s examination of whether to alter its regulation of the treatment and discharge of E&P wastewater. The final report was released in May 2020. The EPA has yet to determine its next steps for managing E&P wastewater under the Clean Water Act. If regulations requiring reuse or treatment are developed and implemented on a broad scale, it may increase our (or our customers’) compliance costs or reduce the volume of E&P wastes that may be disposed of via underground injection, which could have an adverse effect on our business.
3. Canadian Water Protection Legislation
There is legislation in Canada at both the federal and provincial levels that protects water quality and regulates the discharge of substances into the aquatic environment. Federal water pollution control authority is derived primarily from the Fisheries Act, which contains provisions for the protection of water quality and fish habitat. This includes a general prohibition on the deposit of any deleterious substances into water that is frequented by fish, unless otherwise authorized.
16
There is legislation in each provincial jurisdiction that also protects water sources and regulates water pollution, and generally requires an approval or permit for a discharge of any effluent, including in some cases stormwater, into a water body. For example, in Ontario, the Ontario Water Resources Act, or OWRA, prohibits the discharge of material of any kind into any water that may impair the quality of the water. The OWRA requires that an approval be obtained for the use and operation of certain sewage and stormwater works. Such approvals typically contain monitoring requirements and impose restrictions on effluent characteristics. Other provinces in Canada have similar regimes for the protection of water. If run-off or other contaminants from our landfills, transfer stations or other waste facilities are discharged or migrate into waters and cause impairment, we could face significant liability under provincial and federal laws.
C. Air Emissions
1. The Clean Air Act, or CAA
In the United States, the CAA generally regulates the emissions of air pollutants from a variety of sources, including certain landfills and oilfield waste facilities, based on factors such as the date of the construction and tons per year of emissions of regulated pollutants. Typically, federal requirements are delegated to the states and implemented at the state level. The CAA and analogous state laws require permits for and impose other restrictions on facilities and equipment that have the potential to emit pollutants into the atmosphere. Under the CAA, generally a facility deemed to be a major source must be authorized by a permit, known as a federal operating permit. Additional or more stringent regulations of our facilities may occur in the future, which could increase operating costs or impose additional compliance burdens.
In those situations where major source permitting is not required, typically state laws and rules will require permitting as a type of minor source. Larger landfills and landfills located in areas where the ambient air does not meet certain air quality standards called for by the CAA may be subject to even more extensive air pollution controls and emissions limitations. In addition to the potential air emissions permitting of landfill facilities, such permitting may be required for the construction of gas collection and flaring systems, composting and other operations giving rise to emissions. In some instances, major source federal operating permits, may be required depending on the nature and volume of air emissions.
In addition to permitting, the CAA imposes other regulatory obligations, including, in some instances, performance standards on operations and equipment. For example, in certain instances, major sources are subject to emissions limitations known as maximum achievable control technology, or MACT. The EPA has promulgated regulations requiring MACT on large MSW landfills. The MACT standards imposed on landfill emissions often require installation of landfill gas collection systems. The EPA has also issued what are known as new source performance standards, or NSPS, which detail requirements regarding control of landfill gases from new, modified, or reconstructed, among other things, MSW landfills. Regarding facilities that are not subject to the NSPS, the EPA has promulgated emissions guidelines, specifying standards of performance for existing MSW landfills. The emissions guidelines are implemented and enforced by states through State Implementation Plans, or SIPs, which contain the state-specific regulations and guidance directly applying the emissions guidelines to affected sources in the state through permitting, monitoring, and other means. If one or more states do not submit approvable SIPs by the emissions guideline’s prescribed deadline, the EPA is required to promulgate what is known as a Federal Implementation Plan, or FIP, for the emissions guideline, which then governs the operation of covered sources in states and territories without SIPs in place.
Applicability of NSPS, emissions guidelines, and implementation plans generally depends on whether the MSW landfill facility is a “new source” or an “existing source.” New sources, which are subject to NSPS requirements, generally are those MSW landfill facilities that were constructed, modified or reconstructed after July 17, 2014. Existing sources, which are subject to the emissions guidelines and their associated state and federal implementation plans, are generally those landfills that commenced construction, modification, or reconstruction on or before July 17, 2014.
New sources are subject to NSPS under Title 40, Part 60, Subpart XXX of the Code of Federal Regulations (Subpart XXX), which were issued on August 29, 2016. Subpart XXX specifies standards for landfill gas control. The Subpart XXX NSPS reduces the threshold for non-methane organic compounds at which new, reconstructed or modified MSW landfills must install emission controls. Subpart XXX also requires monitoring surface emissions of methane, monitoring of temperature and pressure at the wellhead of landfill gas collection systems and imposes other requirements.
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Existing landfills, which are not subject to NSPS Subpart XXX, are indirectly governed by the emissions guidelines and the SIPs or FIPs implementing these requirements. The EPA promulgated what are known as the Subpart Cf emissions guidelines on August 29, 2016. These emissions guidelines triggered a requirement for states to submit SIPs implementing the emissions guidelines limits. In February 2020, the EPA found that 42 states and territories had failed to submit approvable SIPs by the deadline, which had been extended to 2019. The EPA published its proposed FIP in August 2019, and finalized it in May 2021 with an effective date of June 21, 2021. The FIP imposed compliance requirements consistent with Subpart Cf for existing sources in those states without an EPA-approved SIP. The FIP also replaced compliance obligations under certain legacy regulations. Together, the Subpart XXX and Subpart Cf regulations lower the non-methane organic compounds applicability threshold at which both new and existing MSW landfills must install a gas collection and control system, and impose other regulatory requirements. As a result of this and other regulatory actions affecting air emissions from our facilities, it is possible that we could face greater operational burdens and costs, as well as other requirements could have a material effect on landfill operations, and adversely affect our business.
Additionally, in March 2020, the EPA finalized amendments to the most recent MSW Landfill NSPS and emission guidelines that would allow regulated entities to demonstrate compliance with landfill gas control, operating, monitoring, recordkeeping and reporting requirements by following the corresponding requirements in the MSW Landfills National Emissions Standards for Hazardous Air Pollutant, or NESHAP, regulations at Subpart AAAA. These amendments were intended to improve compliance and implementation of the regulations. Compliance with these regulatory requirements could result in significant additional costs, which we will incur in our ordinary course of business. In addition, state air regulatory agencies may request delegation of authority to implement the FIP and state law requirements may impose additional restrictions beyond federal requirements, which could also result in compliance costs. For example, some state air programs uniquely regulate odor and the emission of certain specific toxic air pollutants.
The EPA recently modified, or is in the process of modifying, other standards promulgated under the CAA in a manner that could increase our compliance costs. For example, the EPA has discussed modifying national ambient air quality standards, or NAAQS, applicable to carbon monoxide and oxides of sulfur and nitrogen, as well as other standards, to make them more stringent. The NAAQS standards for particulate matter, published December 18, 2020, retained the NAAQS levels from 2012, and the ozone NAAQS, published December 31, 2020, retained 2015 NAAQS levels. On June 10, 2021, the EPA announced it will reconsider the December 2020 decision. These standards must be reviewed every five years, and the current administration may propose more restrictive standards in the future. It is possible these additional regulations could result in, among other things, additional capital or operating expenditures. Further, our customers’ operations may be subject to existing and future CAA permitting and regulatory requirements that could have a material effect on their operations, which could have an adverse effect on our business, increase the operating costs and otherwise impact financial condition and operating results.
Further, the EPA published a proposed rule in November 2021 aimed at reducing GHG emissions from the oil and natural gas sector by limiting methane and VOC emissions from new sources constructed or modified after November 2021, proposing Emission Guidelines for certain existing sources and amending NSPS OOOOa to rescind changes made during the prior administration. As further detailed below, in November 2022, the EPA issued a supplemental proposal seeking to implement more stringent standards than those in the 2021 proposed rule and adding proposed requirements for sources not previously covered. While these changes should not directly affect our waste disposal operations, if finalized as proposed, their applicability to our customers in the E&P industry may result in decreased development and, therefore, decreased waste production. If these rules are enacted as written, we may experience a decreased demand for E&P waste disposal services.
2. Canadian Air Quality Legislation
In Canada, the primary laws regulating air emissions from our operations come from provincial laws. Provincial laws may require approvals for air emissions and may impose other restrictions on facilities and equipment that have the potential to emit pollutants into the atmosphere. Provincial laws may require the construction of landfill gas management systems, including gas collection and flaring systems, which are subject to approvals or other regulatory requirements. Failure to obtain an approval or comply with approval requirements could result in the imposition of substantial administrative or regulatory penalties.
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D. Occupational Health and Safety
1. The Occupational Safety and Health Act of 1970, or the OSH Act
In the United States, the OSH Act is administered by the Occupational Safety and Health Administration, or OSHA, and many state agencies whose programs have been approved by OSHA. The OSH Act establishes employer responsibilities for worker health and safety, including the obligation to maintain a workplace free of recognized hazards likely to cause death or serious injury, comply with adopted worker protection standards, maintain certain records, provide workers with required disclosures and implement certain health and safety training programs. Various OSHA standards may apply to our operations, including standards concerning notices of hazards, safety in excavation and demolition work, the handling of asbestos and asbestos-containing materials and worker training and emergency response programs. Moreover, the Department of Transportation, OSHA, and other agencies regulate and have jurisdiction concerning the transport, movement and related safety of hazardous and other regulated materials. In some instances, state and local agencies also regulate the safe transport of such materials to the extent not preempted by federal law.
2. Canadian Occupational Health and Safety Laws
In Canada, each province establishes and administers a provincial occupational health and safety regime. Similar to the United States, these regimes generally identify the rights and responsibilities of employers, supervisors and workers. Employers are required to implement all prescribed safety requirements and to exercise reasonable care to protect employees from workplace hazards, among other things. Various occupational health and safety standards may apply to our Canadian operations, including requirements relating to communication of and exposure to hazards, safety in excavation and demolition work, the handling of asbestos and asbestos-containing materials and worker training and emergency response programs. In addition to the provincial departments of transportation, Transport Canada has jurisdiction to regulate the transportation of dangerous goods, which can include wastes.
E. Additional Regulatory Considerations
We also review regulatory developments that may affect our business, including, among others, those described below.
1. State, Provincial and Local Regulation
In addition to the federal statutes regulating our operations, each state or province where we operate or may operate in the future has laws and regulations governing the management, generation, storage, treatment, handling, transportation, and disposal of solid waste, E&P waste, occupational safety and health, water and air pollution and, in most cases, the siting, design, operation, maintenance, corrective action, closure and post-closure maintenance of landfills and transfer stations. Further, many municipalities have enacted or could enact ordinances, local laws and regulations affecting our operations, including zoning and health measures that limit solid waste management activities to specified sites or activities. Other jurisdictions have enacted “fitness” rules focusing on companywide and overall corporate compliance history in making permitting decisions. In addition, certain jurisdictions have enacted flow control provisions that direct or restrict the delivery of solid wastes to specific facilities, laws that grant the right to establish franchises for collection services and bidding for such franchises and bans or other restrictions on the movement of solid wastes into a municipality. Specific state and local permits for our operations may be required and may be subject to periodic renewal, modification or revocation by the issuing agencies. There has also been an increasing trend at the state, provincial and local levels to mandate and encourage waste reduction at the source and recycling, and to prohibit or restrict landfill disposal of certain types of solid wastes, such as food waste, yard waste, leaves, tires, electronic equipment waste, painted wood and other construction and demolition debris. The enactment of laws or regulations reducing the volume and types of wastes available for transport to and disposal in landfills could prevent us from operating our facilities at their full capacity.
2. Hydraulic Fracturing Regulation
We do not conduct hydraulic fracturing operations, but we do provide treatment, recovery and disposal services in the United States for the fluids used and wastes generated by our customers in such operations. Recently, there has been increased public concern regarding the alleged potential for hydraulic fracturing to adversely affect the environment, including drinking water supplies.
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Proposals have been made to enact separate federal, state or local legislation that would increase the regulatory burden imposed on hydraulic fracturing. Laws and regulations have been proposed and/or adopted at the federal, state and local levels that would regulate, restrict or prohibit hydraulic fracturing operations or require the reporting and public disclosure of chemicals used in the hydraulic fracturing process. Certain states and localities have placed moratoria or bans on hydraulic fracturing or the disposal of waste therefrom, or have considered the same.
In June 2016, the EPA promulgated a rule prohibiting discharges of wastewater pollutants from onshore unconventional oil and gas extraction facilities to publicly-owned treatment works, or POTWs. Further, the EPA’s promulgation and subsequent revision of methane and VOC rules between 2016 and 2021 caused regulatory uncertainty for oil and gas exploration and production facilities, including hydraulic fracturing operations. In November 2021, the EPA again proposed rules to regulate methane and VOCs from the oil and gas industry sources. The proposed rules would enact a new NSPS, under Subpart OOOOb, which would include standards for emission sources not regulated previously under the 2016 NSPS OOOOa. Additionally, the proposed rules include the first oil and gas emissions guidelines for existing sources, known as Subpart OOOOc. If finalized, the emissions guidelines will require states to submit and implement SIPs to enforce the guidelines on existing oil and gas emissions sources. These emissions guidelines will include fugitive leak detection surveys for smaller well site sources and regular leak detection surveys using optical gas imaging for larger sources well site sources, compressor stations and pneumatic controllers. If leaks are detected at covered sources, equipment repair or replacement would be required within a certain time period. In November 2022, the EPA proposed a rule to implement more stringent requirements than those in the 2021 proposed rule and to regulate additional sources not previously regulated. If finalized, the rule would, among other things, increase fugitive emissions monitoring requirements for all sites and would no longer exclude wellhead-only sites; require monitoring at all well sites for the life of the site until plugged; create a Super-Emitter Response Program to quickly identify large leaks for mitigation; increase stringency of equipment regulations; and revise leak detection protocols. If these rules are enacted as proposed, they may require oil and gas operators to expend material sums on compliance, including on equipment repair or replacement. The costs associated with OOOOc compliance may reduce our customers’ E&P activities and could have an adverse impact on our business. Additionally, several states have adopted or proposed laws and regulations analogous to or even more stringent than the federal rules that would remain in effect regardless of the outcome of any federal stay or litigation. Further, several states in which we conduct business require oil and natural gas operators to disclose information concerning their operations, which could result in increased public scrutiny.
The EPA has contemplated additional rulemaking that could affect the exploration and production industry sector. In May 2014, the EPA issued an Advanced Notice of Proposed Rulemaking, or ANPR, under the Toxic Substances Control Act, or TSCA, seeking comment on whether and how the EPA should regulate the reporting or disclosure of the use of hydraulic fracturing chemical substances and mixtures and their constituents. Several states have implemented such requirements. Additionally, in December 2016, the EPA released a study on the environmental impacts of hydraulic fracturing on drinking water. In that study, the EPA found evidence that hydraulic fracturing activity can impact drinking water resources under some circumstances, but data gaps limited the EPA’s ability to fully assess the matter. The EPA also published in May 2018 a detailed study of centralized waste treatment, or CWT, facilities accepting oil and gas extraction wastewater. The study assessed the regulatory status of CWTs, characteristics of wastewaters discharged from them, available treatment technologies and associated costs. EPA has yet to implement regulations or guidelines based on this study. The impact of rules that the EPA is contemplating, has proposed or has recently promulgated will be uncertain until the rules are finalized and fully implemented.
If new federal, state or local laws, regulations or policies restricting hydraulic fracturing are adopted, such legal requirements could result in delays, eliminate certain drilling and injection activities and make it more difficult or costly for our customers to perform hydraulic fracturing. Any such regulations limiting, prohibiting or imposing operational requirements on hydraulic fracturing could reduce oil and natural gas E&P activities by our customers and, therefore, adversely affect our business. Such laws or regulations could also materially increase our costs of compliance.
3. Disposal of Drilling Fluids
Certain of our facilities in the United States accept drilling fluids and other E&P wastes for disposal via underground injection. The disposal of drilling fluids is generally regulated at the state level, and claims, including some regulatory actions, have been brought against some owners or operators of these types of facilities for nuisance, seismic disturbances and other claims in relation to the operation of underground injection facilities.
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To date, our facilities have not been subject to any such litigation, but could be in the future.
4. Climate Change Laws and Regulations
Generally, the promulgation of climate change laws or regulations restricting or regulating greenhouse gas, or GHG, emissions from our operations could increase our costs to operate by increasing control technology requirements or changing regulatory obligations. In the United States, the EPA’s current and proposed regulation of GHG emissions may adversely impact our operations. Pursuant to the EPA’s rulemakings and interpretations, certain air permits issued on or after January 2, 2011 must address GHG emissions. As a result, new or modified emissions sources may be required to install Best Available Control Technology to limit GHG emissions, but future regulations may revise these requirements. Additionally, regulations in the Subpart OOO Federal Implementation Plan, the NSPS in Subpart XXX require the reduction of GHG emissions from new or modified landfills, as detailed above. In addition, the EPA’s Mandatory Greenhouse Gas Reporting Rule sets monitoring, recordkeeping and reporting requirements applicable to certain landfills and other entities.
In June 2018, the Canadian federal government enacted the Greenhouse Gas Pollution Pricing Act, or GGPPA, which established a national carbon-pricing regime starting in 2019 for provinces and territories in Canada where there is no provincial regime in place or where the provincial regime does not meet the federal benchmark. Often referred to as the federal backstop, the federal carbon-pricing regime consists of a carbon levy that is applied to certain fossil fuels and an output-based pricing system, or OBPS, that is applied to certain industrial facilities with reported emissions of 50,000 tonnes of carbon dioxide equivalent, or CO2e, or more per year. The minimum national price on carbon established by the GGPPA was equivalent to CAD $50 per tonne of CO2e in 2022. An Order Amending Schedule 4 to the Greenhouse Gas Pollution Pricing Act came into force on October 21, 2022, and implements an annual increase of CAD $15 per year to this carbon price for the calendar years 2023 – 2030. The price on carbon under the GGPPA rose to the equivalent of CAD $65 tonne of CO2e in 2023 and will reach CAD $170 per tonne of CO2e by 2030. The Canadian Net-Zero Emissions Accountability Act, which received royal assent on June 29, 2021, establishes Canada's federal framework for national GHG emissions reduction targets to attain net-zero emissions by 2050. While this new Act does not impose direct emission reduction obligations on our operations in Canada, it signifies the Canadian federal government's commitment to achieve GHG emissions reductions.
Certain states and several Canadian provinces have promulgated legislation and regulations to limit GHG emissions through requirements of specific controls, carbon levies, cap and trade programs or other measures. Comprehensive GHG legislation or regulation, including carbon pricing, affects not only our business, but also that of our customers.
Heightened regulation of our customers’ operations could also adversely affect our business. The regulation of GHG emissions from oil and gas E&P operations may increase the costs to our customers of developing and producing hydrocarbons and, as a result, may have an indirect and adverse effect on the amount of E&P waste delivered to our facilities. As discussed above, recently proposed EPA air emission rules applicable to oil and gas production sources in the United States may require additional emissions controls and increased capital costs for our customers, which could reduce their E&P activities, and subsequently negatively impact our business operations. As discussed above, certain states have enacted rules analogous to or even more stringent than the federal rules.
These statutes and regulations increase our costs and our customers’ costs, and future climate change statutes and regulations may have an impact as well. If we are unable to pass such higher costs through to our customers, or if our customers’ costs of developing and producing hydrocarbons increase, our business, financial condition and operating results could be adversely affected. The impact of any potential rules affecting existing sources is uncertain.
5. Flow Control, Interstate, and International Waste Restrictions
Certain permits and state and local regulations, known as flow control restrictions, may limit a landfill’s or transfer station’s ability to accept waste that originates from specified geographic areas, to import out-of-state waste or wastes originating outside the local jurisdictions or to otherwise accept non-local waste. While certain courts have deemed these laws to be unenforceable, other courts have not.
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Certain state and local jurisdictions may seek to enforce flow control restrictions contractually. These actions could limit or prohibit the importation of wastes originating outside of local jurisdictions or direct that wastes be handled at specified facilities. These restrictions could limit the volume of wastes we can manage in jurisdictions at issue and also result in higher disposal costs for our collection operations. If we are unable to pass such higher costs through to our customers, our business, financial condition and operating results could be adversely affected. Additionally, certain local jurisdictions have sought or may seek to impose extraterritorial obligations on our operations in an effort to affect flow control and may enforce tax and fee arrangements on behalf of such jurisdictions.
Changes to international waste importation and exportation laws may affect the price of recyclable scrap commodities. Price fluctuations, in turn, may adversely affect our business. For example, the Chinese government banned the importation of all materials classified by China as solid waste and virtually all recyclables (except for certain metallic recyclables) as of January 1, 2021. Other international restrictions also limit the transportation of waste and recyclable scrap. The Basel Convention on the Control of Transboundary Movements of Hazardous Wastes and their Disposal, or the Convention, is an international multilateral agreement regulating the export and import of waste, including hazardous waste, for recovery and disposal. The Convention also prohibits the movement of waste between parties to the Convention and non-parties unless the waste is moved pursuant to a separate agreement. Canada is a party to the Convention and has implemented domestic legislation to implement Canada's commitment to the Convention and other similar international commitments. The Convention was amended, effective January 1, 2021, to restrict the movement of non-hazardous plastic scrap in certain circumstances. In 2022, the Convention was amended to list both hazardous and non-hazardous e-waste in the Annexes of the Convention. The amendments will become effective January 1, 2025. Federal waste regulations in Canada impose restrictions and permitting requirements with respect to transboundary movements of certain hazardous wastes and recyclable materials. The United States is not a party to the Convention; however, Canada and the United States have a separate agreement with respect to the transboundary movements of hazardous wastes. Increased restriction of transboundary waste shipment could create additional burdens associated with recyclable commodity fluctuation. These restrictions, in addition to circumstances caused by the COVID-19 pandemic, have caused and may continue to cause supply chain disruptions in the recycling industry. Further legal restrictions to recyclable scrap shipments may increase the cost of doing business and/or cause disruptions in our operations.
6. Regulation of Per- and Polyfluoroalkyl Substances, or PFAS, and Other Emerging Contaminants
At this time, several substances are being reviewed by governmental authorities for potential heightened regulation, including PFAS. PFAS, a class of man-made chemicals, have been in use since the 1940s and are found in many consumer products including textiles, fire suppressants, cookware, packaging and plastics. These types of products and materials can be found in wastes that our facilities accept and have accepted for management and disposal. PFAS are environmentally persistent and tend to bioaccumulate in exposed populations. PFAS contamination has been found in the air, soil and water, including drinking water. This contamination has prompted action by Congress, EPA and several states.
EPA has begun to examine the potential regulation of PFAS materials under the SWDA, RCRA, CERCLA and TSCA. EPA established lifetime health advisories for PFAS materials in May 2016. The PFAS Act of 2019, as part of the National Defense Authorization Act for Fiscal Year 2020, directed the EPA Administrator to take certain actions with regard to PFAS; it also immediately added certain PFAS to the list of chemicals covered by the TRI under EPCRA Section 313 and provided a framework for additional PFAS to be added to TRI on an annual basis. Under the 2019 PFAS Act, EPA was further directed to include PFAS substances in the SDWA monitoring program for unregulated contaminants and to promulgate a rule requiring PFAS data submission under TSCA. Since that time, EPA has taken a significant number of steps regarding PFAS.
In addition to the PFAS Act of 2019, EPA has undertaken actions that indicate further PFAS regulation is likely forthcoming. For example, on October 18, 2021, EPA announced its PFAS Strategic Roadmap wherein it laid out a whole-of-agency approach to addressing PFAS. The roadmap sets timelines by which EPA planned to take specific actions and commits to more stringent PFAS policies. EPA released its one-year PFAS Roadmap Progress Report in November 2022, and simultaneously announced plans to hold virtual community engagement events in 2023.
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Additionally, in an October 26, 2021 letter to the Governor of New Mexico, the EPA Administrator announced the EPA would initiate a proposed rulemaking to list four PFAS chemicals as “hazardous constituents” under RCRA. The Administrator also stated that EPA would amend its regulations to clarify that “emerging contaminants such as PFAS” can be addressed through the RCRA Corrective Action Program, which gives the EPA authority to require investigation and cleanup for hazardous wastes.
On August 26, 2022, EPA issued a proposal to designate as CERCLA hazardous substances two of the most widely used PFAS—Perfluorooctanoic Acid, or PFOA, and Perfluorooctanesulfonic Acid, or PFOS. Listing PFAS as a CERCLA hazardous substance would potentially expand the universe of substances giving rise to cleanup liability. EPA has published Action Plans to potentially address the risk of PFAS contamination.
In April 2022, EPA issued a memorandum to seek to minimize PFAS pollution in surface water as EPA works to set effluent guidelines, develop analytical methods and issue water quality criteria for PFAS. Subsequently, in December 2022, EPA issued a follow-up memorandum recommending states and municipalities use the most current sampling and analysis methods in their NPDES programs to identify known or suspected sources of PFAS and to take actions using their pretreatment and permitting authorities, such as imposing technology-based limits on sources of PFAS discharges.
State governments are also beginning to regulate PFAS. Certain states have taken action to limit exposure to PFAS and require remediation of PFAS-related environmental contamination. Much of the state action has been directed at drinking water limits, but in some instances, bills and policies have included PFAS prohibitions in food packaging, consumer products, and firefighting products.
The EPA is also considering regulation of other contaminants of concern, including bisphenol A, or BPA, and phthalates, which are common in PVC products. If the EPA moves forward with regulating these or other contaminants of concern, we may face higher compliance costs for, among other things, treatment of leachate and landfill gas.
PFAS are the subject of environmental and health reviews by the federal government in Canada. PFAS, including PFOS, PFOA and certain long chain perfluorocarboxylic acids, or LC-PFCA, are listed as toxic substances on Schedule 1 of the Canadian Environmental Protection Act, 1999 and are subject to restrictions on their use in Canada. Environmental screening values and standards, and drinking water guidelines, exist in some jurisdictions in Canada in relation to some PFAS substances. Additionally, the Canadian federal government published on April 24, 2021 a notice of its intent to move forward with additional actions to address the broader class of PFAS, including research and monitoring of PFAS, reviewing PFAS as a class of chemicals and reviewing policy developments in other jurisdictions. Given the increasing concern regarding PFAS in the environment, including PFAS in groundwater and in leachate at waste disposal sites, increased regulatory requirements may be imposed in Canada in the future.
Increased regulation of PFAS and other emerging contaminants could adversely affect our operations. Our already-substantial financial obligations associated with post-closure maintenance at our existing landfills may increase and accruals for these obligations may also need to be increased. Guidance calling for enhanced treatment of landfill leachate and landfill gas could potentially increase burdens for disposal of PFAS-containing materials generated by our facilities or accepted at our facilities, some of which may potentially need to be upgraded to accept PFAS-containing waste. Finally, regulation of PFAS as an air contaminant and/or waste water effluent pollutant could increase the cost to conduct our business, including, without limitation, potentially requiring greater capital expenditures to meet control requirements as well as operation and maintenance costs.
F. Renewable and Low Carbon Fuel Standards
Pursuant to the Energy Independence and Security Act of 2007, the EPA promulgated the Renewable Fuel Standards, or RFS, which require refiners to either blend “renewable fuels,” such as ethanol and biodiesel, into their transportation fuels or to purchase renewable fuel credits, known as renewable identification numbers, or RINs, in lieu of blending. In some cases, landfill gas generated at our landfills in the United States and Canada qualifies as a renewable fuel for which RINs are available. Such RINs can be sold by the Company.
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The price of RINs has been extremely volatile and the value of RINs is dependent upon a variety of factors, including the required volumes promulgated by the EPA. The EPA annually establishes the renewable fuel volumes required under the RFS for the following year. The 2020 renewable fuel and 2021 biomass-based diesel volume requirements were published on February 6, 2020, increasing required volumes from 2019 requirements. The regulation was judicially challenged in the D.C. Circuit, but the challenge was held in abeyance and remains unresolved. On December 7, 2021, EPA proposed a series of actions setting biofuel volumes for 2020, 2021 and 2022, and introducing other regulatory changes. EPA also proposed to add a 250-million-gallon “supplemental obligation” to the volumes proposed for 2022 and stated its intent to add another 250 million gallons in 2023 to address the outcome of prior litigation. Subsequently, on June 3, 2022, the EPA finalized a set of actions establishing 2020, 2021 and 2022 renewable fuel volume blending obligations for the refining industry under the RFS Program. Multiple EPA actions were announced simultaneously to address several outstanding, delayed and challenged EPA decisions regarding the RFS program, including denying and restoring blending volume obligations waived through small refinery exemptions. EPA also announced $700 million in CARES Act funding through the Biofuel Producer Program paid as compensation to eligible biofuels producers for COVID-19 related market losses. On December 1, 2022, EPA announced a proposed rule to establish 2023, 2024 and 2025 RFS volumes and percentage standards. The proposed rule additionally includes regulatory changes that prescribe how RINs from renewable electricity, or eRINs, would be implemented and managed under the RFS program, which would allow parties to register with EPA and generate eRINs produced from qualifying renewable biomass used as transportation fuel.
These volume proposals may be met with opposition, consistent with action taken regarding prior regulations. If successful, efforts to cause reductions or limitations on the requirement to blend renewable fuel would likely reduce the volume of RINs purchased to meet the RFS blending requirements. Further, there have been proposals to revise, and in some instances limit, the RFS program in the United States. As recently as October 2019, House Energy and Commerce Committee members, Representatives Shimkus and Flores, introduced the 21st Century Transportation Fuels Act that aims to eliminate volume-based renewable fuels mandates and instead rely upon the transition to a national octane standard and automobile manufacturing standards to govern fuel composition. This bill was referred to the Subcommittee on Environment and Climate Change in October 2019, but no further action has been taken. Various parties have also sought for the executive branch to revise the RFS. Limiting or eliminating the RFS could have the effect of reducing or eliminating the volume of RINs required to meet blending requirements, which could adversely affect the demand for RINs and accordingly the revenue stream we have historically derived from the sale of RINs. Further, uncertainty associated with RFS regulatory requirements may increase volatility of RIN prices, which may adversely affect our business.
The Clean Fuel Regulations, or CFRs, under the Canadian Environmental Protection Act, 1999 were registered and came into force on June 21, 2022 (with the exception of two sections that will come into force on September 30, 2024) The CFRs will replace the Renewable Fuel Regulations, or RFRs, which were established in August 2010 and require primary suppliers to have an average renewable content of at least 5% for gasoline that they produce in Canada and/or import, and 2% for diesel fuel and heating distillate oil. The CFRs maintain these volumetric requirements in addition to the obligations discussed below.
Unlike the RFRs, the CFRs require greenhouse gas, or GHG, reductions on a lifecycle basis, accounting for emissions from the extraction, processing, distribution and end use of the fuel. The CFRs establish lifecycle carbon intensity, or CI, limits for each fuel type (gasoline and diesel), expressed in grams of carbon dioxide equivalent per megajoule (gCO2e/MJ). Gasoline and diesel producers and importers must lower the CI of the gasoline and diesel that they produce in Canada and/or import in accordance with these limits. Rather than requiring each primary supplier to calculate the current CI of their unique gasoline and diesel pools, the CFRs establish a baseline CI for each fuel. Primary suppliers must lower the CI of their gasoline and diesel pools by an amount equal to the difference between the baseline CI for that fuel and the CI limit for the corresponding compliance period.
The CFRs require gasoline and diesel producers and importers in 2023 to reduce the CI of the gasoline and diesel they produce in, and import into, Canada from 2016 CI levels by 3.5 gCO2e/MJ. The reductions will iteratively become more stringent over the years, increasing to a 14 gCO2e/MJ reduction below 2016 levels by 2030. Compliance requirements under the CFR will come into effect on July 1, 2023, with the first compliance review in December 2023.
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The CFRs establish a credit market, and each compliance credit is equivalent to a one-tonne reduction of life cycle CO2e emissions for the applicable compliance period. During each compliance period, primary suppliers must use the number of credits necessary to meet their reduction requirement. Compliance credits can either be created by primary suppliers or transferred to them by other “registered creators.” Compliance credits are the only mechanism for primary suppliers to achieve compliance with their reduction requirement. There are three main categories of credit-creating action: undertaking projects that reduce the lifecycle CI of liquid fossil fuels; supplying low carbon fuels and supplying fuel or energy to advanced vehicle technology. Primary suppliers may also create a compliance credit if they make a contribution to a registered funding program to satisfy 10% of their total reduction requirement for that compliance period for all types of fuels. Several Canadian provinces have also promulgated legislation and regulations to implement low carbon fuel policies. At this time, we do not know how the new CFRs in Canada will impact demand for, or value of, our renewable fuel in Canada.
G. Regulation of Naturally Occurring Radioactive Metals, or NORM
Certain states have enacted laws and regulations regulating NORM. In the course of our E&P waste operations, some of our equipment involved in E&P waste management and disposal may be exposed to naturally occurring radiation associated with oil and gas deposits. Further, certain E&P wastes we handle could be NORM contaminated. NORM wastes exhibiting levels of naturally occurring radiation exceeding established state standards are typically subject to special handling and disposal requirements, and any storage vessels, piping, equipment and work area affected by NORM waste may be subject to remediation or restoration requirements. It is possible that we may incur significant costs or liabilities associated with inadvertently handling NORM contaminated waste or equipment that becomes NORM contaminated based on exposure or contact with elevated levels of NORM.
H. Extended Producer Responsibility, or EPR, Regulations
EPR regulations place responsibility on product manufacturers or suppliers to assume certain waste management or recycling responsibility for their products after such products’ useful life or otherwise impose obligations on product manufacturers or suppliers to reduce the volume of waste associated with their products.
EPR regulations have yet to be promulgated at the federal level in the United States, but have been promulgated or considered in state and local jurisdictions in the United States. For example, both Maine and Oregon enacted EPR legislation in 2021. Colorado and California enacted similar rules in 2022. These statutes require brands to provide funding to improve recycling infrastructure statewide. EPR regulations could have an adverse effect on our business if enacted at the federal level or if widely enacted by state or local governments.
Numerous provincial jurisdictions in Canada have promulgated EPR and related waste diversion legislation and other programs that mandate or encourage recycling and waste reduction and restrict the landfill disposal of certain types of waste. The enactment of new and more stringent regulations reducing the types or volumes of wastes available for disposal in landfills could impact our future operations.
I. Right to Repair
President Joe Biden issued Executive Order 14036 on July 9, 2021, directing the Federal Trade Commission, or FTC, in the United States to draft regulations that limit the ability of original equipment manufacturers, or OEMs, to restrict independent repairs of their products. This order aims to reduce the amount of waste produced by electronics and other goods by reducing the cost to repair or refurbish damaged items rather than discarding them. On July 21, 2021, the Federal Trade Commission, or FTC, voted unanimously to increase enforcement against practices that limit consumer repair choices, and brought its first right-to-repair cases in 2022. On December 29, 2022, New York Governor Kathy Hochul signed the Digital Fair Repair Act into law, the first major “right-to-repair” state legislation.
Similar regulatory initiatives have been proposed in Canada at the federal level and in some provinces. If such rules are issued or new regulatory requirements come into force, demand for electronic waste disposal could be reduced, potentially representing a reduction in demand for our services.
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J. State Public Utility Regulation
In some states, public authorities regulate the rates that landfill operators may charge. The adoption of rate regulation or the reduction of current rates in states in which we own or operate landfills could adversely affect our business, financial condition and operating results.
K. Inflation Reduction Act
The Inflation Reduction Act, or IRA, of 2022 put in place broad-reaching tax, loan, incentive and other programs. The IRA’s provisions include, but are not limited to: a lower eligibility threshold and higher dollar value for the updated 45Q tax credit for carbon capture and sequestration; new and expanded tax credits for certain renewable energy projects as well as tax credits for certain biogas projects for which construction is initiated by December 31, 2024; commercial electric vehicle credits; a charge on methane emissions from selected entities in the oil and gas industry; and reinstatement of the hazardous substance Superfund financing rate, among others. It is possible that as implemented, the IRC could increase the costs of operation for certain of our customers, including in the oil and gas industry. In the event that the IRA as implemented increases operational costs for our customers or reduces oil and gas E&P activities by our customers, it could, therefore, adversely affect our business. At this time, however, it is unclear how these credits, fees, and programs will impact our business or the businesses of our customers.
RISK MANAGEMENT, INSURANCE AND FINANCIAL SURETY BONDS
Risk Management
We maintain environmental and other risk management programs that we believe are appropriate for our business. Our environmental risk management program includes evaluating existing facilities and potential acquisitions for environmental law compliance. We do not presently expect environmental compliance costs to increase materially above current levels, but we cannot predict whether future acquisitions will cause such costs to increase. We also maintain a worker safety program that encourages safe practices in the workplace. Operating practices at our operations emphasize minimizing the possibility of environmental contamination and litigation. Our risk management programs are designed, we believe, to ensure that our facilities are in material compliance with applicable federal, state and provincial regulations.
Insurance
We maintain an insurance program for automobile liability, general liability, employer’s liability claims, environmental liability, cyber liability, employment practices liability and directors’ and officers’ liability as well as for employee group health insurance, property and workers’ compensation. Our loss exposure for insurance claims is generally limited to per incident deductibles or self-insured retentions. Losses in excess of deductible or self-insured retention levels are insured subject to policy limits.
Under our current Company-wide insurance program, we carry per incident deductibles or self-insured retentions ranging from $250,000 to $2 million for cyber liability and directors’ and officers’ liability claims. Additionally, we have umbrella policies with insurance companies for automobile liability, general liability and employer’s liability. Our property insurance limits are in accordance with the replacement values of the insured property.
Under our current insurance program for our U.S. operations, we carry per incident deductibles or self-insured retentions ranging from $350,000 to $15 million for automobile liability claims, workers’ compensation and employer’s liability claims, general liability claims, employee group health insurance and employment practices liability, environmental liability, and for most property claims, subject to certain additional terms and conditions. Since workers’ compensation is a statutory coverage limited by the various state jurisdictions, the umbrella coverage is not applicable. Our environmental protection insurance policy covers all owned or operated landfills, transfer stations and other facilities, subject to the policy terms and conditions. From time to time, actions filed against us include claims for punitive damages, which are generally excluded from coverage under our liability insurance policies. Our policy provides insurance for new pollution conditions that originate after the commencement of our coverage. Pollution conditions existing prior to the commencement of our coverage, if found, could be excluded from coverage.
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Under our current insurance program for our Canadian operations, we carry per incident deductibles or self-insured retentions ranging from $350,000 to $5 million for automobile liability claims, property claims, employment practices liability and environmental liability. Since workers’ compensation is a provincial coverage limited by the various province jurisdictions, the umbrella coverage is not applicable. Employees are eligible to receive health coverage under Canada’s public health care system and, in addition, most employees of our Canadian operations are eligible to participate in group medical and drug coverage plans sponsored by us. Our environmental protection insurance policy covers all owned or operated landfills, transfer stations and other facilities, subject to the policy terms and conditions. Our policy provides insurance for new pollution conditions that originate after the commencement of our coverage. Pollution conditions existing prior to the commencement of our coverage, if found, could be excluded from coverage.
Financial Surety Bonds
We use financial surety bonds for a variety of corporate guarantees. The financial surety bonds are primarily used for guaranteeing municipal contract performance and providing financial assurances to meet asset closure and retirement requirements under certain environmental regulations. In addition to surety bonds, such guarantees and obligations may also be met through alternative financial assurance instruments, including insurance, letters of credit and restricted cash and investment deposits. At December 31, 2022 and 2021, we had provided customers and various regulatory authorities with surety bonds in the aggregate amount of approximately $811.2 million and $744.0 million, respectively, to secure our asset closure and retirement requirements and $636.2 million and $556.6 million, respectively, to secure performance under collection contracts and landfill operating agreements.
We source financial surety bonds from a variety of third-party insurance and surety companies, including a company in which we own a 9.9% interest that, among other activities, issues financial surety bonds to secure landfill final capping, closure and post-closure obligations for companies operating in the solid waste sector.
SEASONALITY
Based on historic trends, excluding any impact from the COVID-19 pandemic or an economic recession, we would expect our operating results to vary seasonally, with revenues typically lowest in the first quarter, higher in the second and third quarters and lower in the fourth quarter than in the second and third quarters. This seasonality reflects (a) the lower volume of solid waste generated during the late fall, winter and early spring because of decreased construction and demolition activities during winter months in Canada and the U.S., and (b) reduced E&P activity during harsh weather conditions, with expected fluctuation due to such seasonality between our highest and lowest quarters of approximately 10%. In addition, some of our operating costs may be higher in the winter months. Adverse winter weather conditions slow waste collection activities, resulting in higher labor and operational costs. Greater precipitation in the winter increases the weight of collected MSW, resulting in higher disposal costs, which are calculated on a per ton basis.
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INFORMATION ABOUT OUR EXECUTIVE OFFICERS
The following table sets forth certain information concerning our executive officers as of February 3, 2023:
Name |
|
Age |
|
Positions |
Ronald J. Mittelstaedt |
|
59 |
|
Executive Chairman |
Worthing F. Jackman |
|
58 |
|
President and Chief Executive Officer |
Darrell W. Chambliss |
|
58 |
|
Executive Vice President and Chief Operating Officer |
James M. Little |
|
61 |
|
Executive Vice President – Engineering and Disposal |
Patrick J. Shea |
|
52 |
|
Executive Vice President, General Counsel and Secretary |
Mary Anne Whitney |
|
59 |
|
Executive Vice President and Chief Financial Officer |
Matthew S. Black (a) |
|
50 |
|
Senior Vice President and Chief Tax Officer |
Robert M. Cloninger |
|
50 |
|
Senior Vice President, Deputy General Counsel and Assistant Secretary |
Jason J. Craft |
|
47 |
|
Senior Vice President – Operations |
David G. Eddie (a) |
|
53 |
|
Senior Vice President and Chief Accounting Officer |
Eric O. Hansen |
|
57 |
|
Senior Vice President – Chief Information Officer |
Susan R. Netherton |
|
53 |
|
Senior Vice President – People, Training and Development |
Andrea R. Click |
|
46 |
|
Vice President – Tax |
Keith P. Gordon |
|
59 |
|
Vice President – Information Systems |
Michelle L. Little |
|
49 |
|
Vice President – Engagement Solutions |
Shawn W. Mandel |
|
56 |
|
Vice President – Safety and Risk Management |
John M. Perkey |
|
41 |
|
Vice President, Deputy General Counsel – Compliance and Government Affairs |
Jason W. Pratt |
|
43 |
|
Vice President – Corporate Controller |
Kurt R. Shaner |
|
57 |
|
Vice President – Engineering and Sustainability |
Gregory Thibodeaux |
|
56 |
|
Vice President – Maintenance and Fleet Management |
Colin G. Wittke |
|
60 |
|
Vice President – Sales |
(a) |
On December 1, 2022, the Company named Matthew S. Black as the Company’s Senior Vice President – Chief Accounting Officer, effective February 20, 2023. Mr. Black will assume the role from David G. Eddie, who will transition on that same date to a new role of Senior Vice President – Performance Optimization. |
Ronald J. Mittelstaedt has been Executive Chairman of the Company since July 2019. From its formation in 1997 to that date, Mr. Mittelstaedt served as Chief Executive Officer of the Company. Mr. Mittelstaedt has served as a director of the Company since its formation, was elected Chairman in January 1998 and serves on the Executive Committee. He also served as President of the Company from its formation through August 2004. Mr. Mittelstaedt has more than 30 years of experience in the solid waste industry. He serves as a director of SkyWest, Inc. Mr. Mittelstaedt holds a B.A. degree in Business Economics with a finance emphasis from the University of California at Santa Barbara.
Worthing F. Jackman has been President and Chief Executive Officer of the Company since July 2019. He has also served as a director of the Company since that date. From July 2018 to July 2019, Mr. Jackman served as President of the Company. From September 2004 to July 2018, Mr. Jackman served as Executive Vice President and Chief Financial Officer of the Company. From April 2003 to September 2004, he served as Vice President – Finance and Investor Relations of the Company. Mr. Jackman held various investment banking positions with Alex. Brown & Sons, now Deutsche Bank Securities, Inc., from 1991 through 2003, including most recently as a Managing Director within the Global Industrial & Environmental Services Group. In that capacity, he provided capital markets and strategic advisory services to companies in a variety of sectors, including solid waste services. Mr. Jackman serves as a director of Quanta Services, Inc. He holds a B.S. degree in Finance from Syracuse University and an M.B.A. from the Harvard Business School.
Darrell W. Chambliss has been Executive Vice President and Chief Operating Officer of the Company since October 2003. From October 1, 1997 to that date, Mr. Chambliss served as Executive Vice President – Operations of the Company. Mr. Chambliss has more than 30 years of experience in the solid waste industry. Mr. Chambliss holds a B.S. degree in Business Administration from the University of Arkansas.
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James M. Little has been Executive Vice President – Engineering and Disposal of the Company since July 2019. From February 2009 to that date, Mr. Little served as Senior Vice President – Engineering and Disposal of the Company. From September 1999 to February 2009, Mr. Little served as Vice President – Engineering of the Company. Mr. Little held various management positions with Waste Management, Inc. (formerly USA Waste Services, Inc., which acquired Waste Management, Inc. and Chambers Development Co. Inc.) from April 1990 to September 1999, including Regional Environmental Manager and Regional Landfill Manager, and most recently Division Manager in Ohio, where he was responsible for the operations of ten operating companies in the Northern Ohio area. Mr. Little is a certified professional geologist and holds a B.S. degree in Geology from Slippery Rock University.
Patrick J. Shea has been Executive Vice President, General Counsel and Secretary of the Company since July 2019. From August 2014 to that date, Mr. Shea served as Senior Vice President, General Counsel and Secretary of the Company. From February 2009 to August 2014, Mr. Shea served as Vice President, General Counsel and Secretary of the Company. He served as General Counsel and Secretary of the Company from February 2008 to February 2009 and Corporate Counsel of the Company from February 2004 to February 2008. Mr. Shea practiced corporate and securities law with Brobeck, Phleger & Harrison LLP in San Francisco from 1999 to 2003 and Winthrop, Stimson, Putnam & Roberts (now Pillsbury Winthrop Shaw Pittman LLP) in New York and London from 1995 to 1999. Mr. Shea holds a B.S. degree in Managerial Economics from the University of California at Davis and a J.D. degree from Cornell University.
Mary Anne Whitney has been Executive Vice President and Chief Financial Officer of the Company since February 2021. From July 2018 to that date, Ms. Whitney served as Senior Vice President and Chief Financial Officer of the Company. From February 2018 to July 2018, Ms. Whitney served as Senior Vice President - Finance of the Company. From March 2012 to February 2018, Ms. Whitney served as Vice President - Finance of the Company. From November 2006 to March 2012, Ms. Whitney served as Director of Finance of the Company. Ms. Whitney held various finance positions for Wheelabrator Technologies from 1990 to 2001. Ms. Whitney holds a B.A. degree in Economics from Georgetown University and an M.B.A. in Finance from New York University Stern School of Business.
Matthew S. Black has been Senior Vice President and Chief Tax Officer of the Company since January 2017. From March 2012 to that date, Mr. Black served as Vice President and Chief Tax Officer of the Company. From December 2006 to March 2012, Mr. Black served as Executive Director of Taxes of the Company. Mr. Black served as Tax Director for The McClatchy Company from April 2001 to November 2006, and served as Tax Manager from December 2000 to March 2001. From January 1994 to November 2000, Mr. Black held various positions, including Tax Manager, for PricewaterhouseCoopers LLP. Mr. Black is a Certified Public Accountant and holds a B.S. degree in Accounting and Master’s degree in Taxation from California State University, Sacramento.
Robert M. Cloninger has been Senior Vice President, Deputy General Counsel and Assistant Secretary of the Company since February 2022. From August 2014 to that date, Mr. Cloninger served as Vice President, Deputy General Counsel and Assistant Secretary of the Company. From February 2013 to August 2014, Mr. Cloninger served as Deputy General Counsel of the Company. He served as Corporate Counsel of the Company from February 2008 to February 2013. Mr. Cloninger practiced corporate, securities and mergers and acquisitions law with Schiff Hardin LLP in Chicago from 1999 to 2004 and Downey Brand LLP in Sacramento from 2004 to 2008. Mr. Cloninger holds a B.A. degree in History from Northwestern University and a J.D. degree from the University of California at Davis.
Jason J. Craft has been Senior Vice President – Operations of the Company since July 2020. From December 2014 to that date, Mr. Craft served as a Regional Vice President of the Company. From February 2010 to December 2014, Mr. Craft served as a Divisional Vice President of the Company. From July 2006 to February 2010, Mr. Craft served as a District Manager of the Company, and from November 2003 to July 2006 he served as a member of the Company’s Operations Analysis and Integrations department. From April 2003 until November 2003, Mr. Craft served as a member of the Company’s Internal Audit department. Mr. Craft held various accounting positions with The Newark Group Inc. from June 2000 to April 2003. Mr. Craft spent seven years in the military, both in the U.S. Navy and the Army National Guard. Mr. Craft holds a B.S. degree in Accounting from Montana State University.
David G. Eddie has been Senior Vice President and Chief Accounting Officer of the Company since January 2011. From February 2010 to that date, Mr. Eddie served as Vice President – Chief Accounting Officer of the Company. From March 2004 to February 2010, Mr. Eddie served as Vice President – Corporate Controller of the Company.
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From April 2003 to February 2004, Mr. Eddie served as Vice President – Public Reporting and Compliance of the Company. From May 2001 to March 2003, Mr. Eddie served as Director of Finance of the Company. Mr. Eddie served as Corporate Controller for International Fibercom, Inc. from April 2000 to May 2001. From September 1999 to April 2000, Mr. Eddie served as the Company’s Manager of Financial Reporting. From September 1994 to September 1999, Mr. Eddie held various positions, including Audit Manager, for PricewaterhouseCoopers LLP. Mr. Eddie holds a B.S. degree in Accounting from California State University, Sacramento.
Eric O. Hansen has been Senior Vice President – Chief Information Officer of the Company since February 2019. From July 2004 to that date, Mr. Hansen served as Vice President – Chief Information Officer of the Company. From January 2001 to July 2004, Mr. Hansen served as Vice President – Information Technology of the Company. From April 1998 to December 2000, Mr. Hansen served as Director of Management Information Systems of the Company. Mr. Hansen holds a B.S. degree from Portland State University.
Susan R. Netherton has been Senior Vice President – People, Training and Development of the Company since February 2022. From July 2013 to that date, Ms. Netherton served as Vice President – People, Training and Development of the Company. From February 2007 to July 2013, Ms. Netherton served as Director of Human Resources and Employment Manager of the Company. From 1994 to 2007, Ms. Netherton held various human resources positions at Carpenter Technology Corporation, a publicly-traded, specialty metals and materials company. Ms. Netherton holds a B.S. in Elementary Education from Kutztown University and an M.B.A. from St. Mary’s College of California.
Andrea R. Click has been Vice President – Tax of the Company since February 2023. From February 2017 to that date, Ms. Click served as Executive Director of Tax of the Company. From February 2015 to January 2017, Ms. Click served as Tax Director of the Company. From February 2009 to February 2015, Ms. Click served as Tax Manager of the Company. From January 2007 to January 2009, Ms. Click served as Tax Analyst of the Company. Ms. Click served as Tax Analyst for The McClatchy Company from October 2004 to December 2006. Ms. Click is a Certified Public Accountant and holds a B.S. degree in Business Administration with a concentration in Accounting from California State University, Stanislaus.
Keith P. Gordon has been Vice President – Information Systems of the Company since January 2017. From September 2010 to that date, Mr. Gordon served as Director of Information Systems of the Company. Prior to joining the Company, he spent 14 years in leadership roles with CableData, DST Innovis and Amdocs, Inc. leading an international software development organization, as well as serving as CTO for a startup company that was acquired by LivingSocial. Mr. Gordon spent 11 years as an Army officer in a number of leadership positions including Company Commander and Battalion staff positions. Mr. Gordon has a B.S. in Mechanical Engineering from United States Military Academy, West Point, and M.S. in Computer Science from Stanford University.
Michelle L. Little has been Vice President – Engagement Solutions of the Company since February 2023. From August 2019 to that date, Ms. Little served as Executive Director – Engagement Solutions/HRIS of the Company. From January 2017 to August 2019, Ms. Little served as Vice President – Accounting of the Company. From December 2007 to January 2017, Ms. Little served as Director of Accounting of the Company. From 2001 to 2006, Ms. Little held various accounting positions at companies including Apple Computer and Pearson Education. From September 1996 to June 2001, Ms. Little held various positions, including Manager in Transaction Services, for PricewaterhouseCoopers LLP. Ms. Little is a Certified Public Accountant and holds a B.S. degree in Business Administration with a concentration in Accounting from California Polytechnic State University, San Luis Obispo.
Shawn W. Mandel has been Vice President – Safety and Risk Management of the Company since January 2017. From May 2011 to that date, Mr. Mandel served as Director of Safety of the Company. From 1995 to 2011, Mr. Mandel held various Safety leadership positions with Republic Services (formerly Browning-Ferris Industries and Allied Waste) including Director of Safety. Mr. Mandel holds a B.A. degree in Business Administration from National University.
John M. Perkey has been Vice President, Deputy General Counsel – Compliance and Government Affairs of the Company since February 2022. From August 2017 to that date, Mr. Perkey served as Associate General Counsel – Director of Compliance of the Company. He served as Operations Counsel of the Company from June 2011 to July 2017. Mr. Perkey practiced corporate, real estate, and mergers and acquisitions law with Roetzel & Andress, LPA in Columbus, Ohio from 2006 - 2011.
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Mr. Perkey holds a B.A. degree in Political Science from Ohio Wesleyan University and a J.D. degree from the University of Pittsburgh.
Jason W. Pratt has been Vice President – Corporate Controller of the Company since February 2020. From June 2016 to that date, Mr. Pratt served as Region Controller - Canada of the Company. From October 2012 to May 2016, Mr. Pratt served as Region Controller – Western Region of the Company. From January 2007 to September 2012, Mr. Pratt served as Division Controller – Mountain West Division and Division Controller – Northern Washington Division of the Company. From July 2005 to December 2006, Mr. Pratt held various Assistant Controller and District Controller positions with the Company. From August 2003 to June 2005, Mr. Pratt served as Tax Accountant for LeMaster and Daniels, PLLC. Mr. Pratt holds a B.S. degree in Business Administration with a concentration in Accounting and an M.B.A with a concentration in Finance from the University of Portland in Oregon.
Kurt R. Shaner has been Vice President – Engineering and Sustainability of the Company since November 2020. From April 2002 to that date, Mr. Shaner served as the Eastern Region Engineering Manager of the Company. Mr. Shaner held various positions at Waste Management, Inc. and its predecessor companies from June 1990 through March 2002. From February 1988 through June 1990, Mr. Shaner worked as a consulting engineer focused on landfill design and permitting. Mr. Shaner is a professional engineer and received a B.S. degree in Civil Engineering from the University of Miami.
Gregory Thibodeaux has been Vice President – Maintenance and Fleet Management of the Company since January 2011. From January 2000 to that date, Mr. Thibodeaux served as Director of Maintenance of the Company. Mr. Thibodeaux has more than 35 years of experience in the solid waste industry having held various management positions with Browning Ferris Industries, Sanifill, and USA Waste Services, Inc. Before coming to the Company, Mr. Thibodeaux served as corporate Director of Maintenance for Texas Disposal Systems.
Colin G. Wittke has been Vice President – Sales and Customer Engagement since April 2022. From June 2016 to that date, Mr. Wittke was Vice President – Sales of the Company. From June 2011 to May 2016, he served as Vice President, Sales and Marketing of Progressive Waste Solutions Ltd. Prior to that time, Mr. Wittke held various roles with Waste Management, Inc. for 19 years, including the position of Vice President, Sales and Customer Service. He has more than 30 years of experience in the solid waste industry. Mr. Wittke holds a BSc in Finance (cum laude) from Biola University in La Mirada, California.
AVAILABLE INFORMATION
Our corporate website address is www.wasteconnections.com. We make our reports on Forms 10-K, 10-Q and 8-K and any amendments to such reports available on our website free of charge as soon as reasonably practicable after we file them with or furnish them to the Securities and Exchange Commission, or SEC, and with the securities commissions or similar regulatory authorities in Canada. The SEC maintains an internet website at www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The references in this Annual Report on Form 10-K to our website address or any third party’s website address, including but not limited to the SEC’s website and any websites maintained by the securities commissions or similar regulatory authorities in Canada, do not constitute incorporation by reference of the information contained in those websites and should not be considered part of this document unless otherwise expressly stated.
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PART II
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with our consolidated financial statements and the related notes included elsewhere in this Annual Report on Form 10-K.
We make statements in this Annual Report on Form 10-K that are forward-looking in nature. These include:
| ● | Statements regarding our landfills, including capacity, duration, special projects, demand for and pricing of recyclables, landfill alternatives and related capital expenditures; |
| ● | Discussion of competition, loss of contracts, price increases and additional exclusive and/or long-term collection service arrangements; |
| ● | Forecasts of cash flows necessary for operations and free cash flow to reduce leverage as well as our ability to draw on our credit facility and access the capital markets to refinance or expand; |
| ● | Statements regarding our ability to access capital resources or credit markets at all or on favorable terms; |
| ● | Plans for, and the amount of, certain capital expenditures for our existing and newly acquired properties and equipment; |
| ● | Statements regarding fuel, oil and natural gas demand, prices, and price volatility; |
| ● | Assessments of regulatory developments and potential changes in environmental, health, safety and tax laws and regulations; and |
| ● | Other statements on a variety of topics such as the COVID-19 pandemic, inflation, credit risk of customers, seasonality, labor/pension costs and labor union activity, operational and safety risks, acquisitions, litigation results, goodwill impairments, insurance costs and cybersecurity threats. |
These statements can be identified by the use of forward-looking terminology such as “believes,” “expects,” “intends,” “may,” “might,” “will,” “could,” “should” or “anticipates,” or the negative thereof or comparable terminology, or by discussions of strategy.
Our business and operations are subject to a variety of risks and uncertainties and, consequently, actual results may differ materially from those projected by any forward-looking statements. Factors that could cause actual results to differ from those projected include, but are not limited to, those listed under the heading “ITEM 1A. Risk Factors” and elsewhere in this Annual Report on Form 10-K.
There may be additional risks of which we are not presently aware or that we currently believe are immaterial that could have an adverse impact on our business. We make no commitment to revise or update any forward-looking statements to reflect events or circumstances that may change, unless required under applicable securities laws.
Industry Overview
The solid waste industry is local and highly competitive in nature, requiring substantial labor and capital resources. We compete for collection accounts primarily on the basis of price and, to a lesser extent, the quality of service, and compete for landfill business on the basis of tipping fees, geographic location and quality of operations. The solid waste industry has been consolidating and continues to consolidate as a result of a number of factors, including the increasing costs and complexity associated with waste management operations and regulatory compliance. Many small independent operators and municipalities lack the capital resources, management, operating skills and technical expertise necessary to operate effectively in such an environment.
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The consolidation trend has caused solid waste companies to operate larger landfills that have complementary collection routes that can use company-owned disposal capacity. Controlling the point of transfer from haulers to landfills has become increasingly important as landfills continue to close and disposal capacity moves farther from the collection markets it serves.
Generally, the most profitable operators within the solid waste industry are those companies that are vertically integrated or enter into long-term collection contracts. A vertically integrated operator will benefit from: (1) the internalization of waste, which is bringing waste to a company-owned landfill; (2) the ability to charge third-party haulers tipping fees either at landfills or at transfer stations; and (3) the efficiencies gained by being able to aggregate and process waste at a transfer station prior to landfilling.
The demand for our E&P waste services depends on the continued demand for, and production of, oil and natural gas. Crude oil and natural gas prices historically have been volatile, including as a result of macroeconomic and geopolitical conditions, which may impact levels of exploration and production activity, with a corresponding impact to our E&P waste activity. Most recently, in 2022, sustained increases in prices of crude oil as a result of inflationary pressures, the uncertainty associated with the Ukrainian conflict and any related bans on oil sales from Russia or supply chain disruptions as recently experienced contributed to increased levels of drilling activity and demand for our E&P waste services. Conversely, in 2020 and 2021, a significant decline in oil prices driven by both surplus production and supply, as well as the decrease in demand caused by factors including the COVID-19 pandemic, resulted in decreased levels of E&P drilling activity and a corresponding decrease in demand for our E&P waste services. Additionally, across the industry there was uncertainty regarding future demand for oil and related services, as noted by several energy companies, many of whom are customers of our E&P waste services. These energy companies wrote down the values of their oil and gas assets in anticipation of the potential for the decarbonization of their energy product mix given an increased global focus on reducing greenhouse gases and addressing climate change. At that time, the uncertainty regarding global demand had a significant impact on the investment and operating plans of our E&P waste customers in the basins where we operate.
If the prices of crude oil and natural gas substantially decline, it could lead to declines in the level of drilling activity and demand for our E&P waste services, which could result in the recognition of additional impairment charges on our intangible assets and property and equipment associated with our E&P waste operations. See the section Impairments of Property and Equipment and Finite-Lived Intangible Assets in Note 3, “Summary of Significant Accounting Policies,” of our consolidated financial statements included in Item 8 of this Annual Report on Form 10-K for a discussion of the impairment charges recorded during the years ended December 31, 2021 and 2020.
Executive Overview
We are an integrated solid waste services company that provides non-hazardous waste collection, transfer and disposal services, along with resource recovery primarily through recycling and renewable fuels generation, in mostly exclusive and secondary markets across 43 states in the U.S. and six provinces in Canada. Waste Connections also provides E&P waste services in several basins across the U.S., as well as intermodal services for the movement of cargo and solid waste containers in the Pacific Northwest.
We generally seek to avoid highly competitive, large urban markets and instead target markets where we can attain high market share either through exclusive contracts, vertical integration or asset positioning. In markets where waste collection services are provided under exclusive arrangements, or where waste disposal is municipally owned or funded or available at multiple municipal sources, we believe that controlling the waste stream by providing collection services under exclusive arrangements is often more important to our growth and profitability than owning or operating landfills. We also target niche markets, like non-hazardous E&P waste treatment, recovery and disposal services.
The COVID-19 Pandemic’s impact on our Results of Operations
March 11, 2022 marked the two-year anniversary of COVID-19 being declared a global pandemic by the World Health Organization. The related economic disruptions largely associated with closures or restrictions put into effect following the onset of the COVID-19 pandemic in the first quarter of 2020 resulted in declines in solid waste commercial collection, transfer station and landfill volumes, and roll off activity.
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Throughout the remaining fiscal year 2020 and during 2021, solid waste revenue and reported volumes largely reflected the pace and shape of the closures and subsequent reopening activity, with the timing and magnitude of recovery varying by market. Most of the impacts to solid waste volumes associated with the pandemic have largely abated, with landfill volumes and roll off pulls returning to pre-pandemic levels. In certain markets, commercial collection volumes have not returned to pre-pandemic levels. The COVID-19 pandemic also contributed to a decline in demand for and the value of crude oil, which impacted E&P drilling activity and resulted in lower E&P waste revenue during 2020 and 2021. During 2022, E&P waste revenue increased on higher levels of drilling activity in several of the major basins.
Since the onset of the COVID-19 pandemic, protecting the health, welfare and safety of our employees has been our top priority. Recognizing the potential for financial hardship and other challenges, we have looked to provide a safety net for our employees on issues of income and family health. To that end, since the onset of the pandemic through year-end 2022, we incurred over $50 million in incremental COVID-19-related costs, primarily supplemental pay and benefits for frontline employees, including approximately $10 million during 2022.
As a result of the COVID-19 pandemic and subsequent reopening activity, we have also experienced an impact to our operating costs as a result of factors including supply chain disruptions and labor constraints, as demand has recovered and competition has increased. As a result, we have incurred incremental costs associated with higher wages, increased overtime as a result of higher turnover, and increased reliance on third party services.
The impact of the COVID-19 pandemic on our business, results of operations, financial condition and cash flows in future periods will depend largely on future developments, including the duration and spread of the outbreak in the U.S. and Canada, the rate of vaccinations, the severity of COVID-19 variants, the actions to contain such coronavirus variants, and how quickly and to what extent normal economic and operating conditions can resume.
2022 Financial Performance
The functional currency of the Company, as the parent corporate entity, and its operating subsidiaries in the United States is the U.S. dollar. The functional currency of the Company’s Canadian operations is the Canadian dollar. The reporting currency of the Company is the U.S. dollar. The Company’s consolidated Canadian dollar financial position is translated to U.S. dollars by applying the foreign currency exchange rate in effect at the consolidated balance sheet date. The Company’s consolidated Canadian dollar results of operations and cash flows are translated to U.S. dollars by applying the average foreign currency exchange rate in effect during the reporting period. The resulting translation adjustments are included in other comprehensive income or loss. Gains and losses from foreign currency transactions are included in earnings for the period.
Operating Results
Revenues in 2022 increased 17.2% to $7.212 billion from $6.151 billion in 2021. Acquisitions closed during, or subsequent to, the prior year, net of divestitures, accounted for $552.0 million in incremental revenues in 2022. Excluding the impact of such acquisitions, revenues increased 8.3% due predominantly to higher internal growth in solid waste. Solid waste internal growth was positive 7.4%, due to higher price increases and higher surcharges, partially offset by lower volumes and lower recycled commodities. Pricing growth was 9.2%, with core pricing up 7.7%, plus materials and environmental surcharges of positive 1.5%. Volumes decreased by 1.1% due primarily to the purposeful non-renewal of two residential hauling contracts, and decreases in the value of recycled commodities resulted in a 0.7% decrease to internal solid waste growth. Higher E&P waste activity resulted in a 1.2% increase to overall growth, and increases in landfill gas sales, including renewable energy credits, contributed 0.2% to overall growth.
Net income attributable to Waste Connections increased 35.2% to $835.7 million in 2022, from $618.0 million in 2021. In 2022, adjusted earnings before interest, taxes, depreciation and amortization, or adjusted EBITDA, a non-GAAP financial measure (refer to page 58 of this Annual Report on Form 10-K for a definition and reconciliation to Net income attributable to Waste Connections), increased 15.7% to $2.221 billion, from $1.919 billion in 2021. As a percentage of revenue, adjusted EBITDA decreased from 31.2% in 2021, to 30.8% in 2022. This 0.40 percentage point decrease reflects a 0.50 percentage point decrease from the margin dilutive impact of acquisitions completed during the period, as price-led organic growth in solid waste and higher E&P waste activity offset the impacts of lower recycled commodity values and continued inflationary pressures.
34
Adjusted net income attributable to Waste Connections, a non-GAAP financial measure (refer to page 59 of this Annual Report on Form 10-K for a definition and reconciliation to Net income attributable to Waste Connections), in 2022 increased 16.4% to $985.3 million from $846.6 million in 2021.
Adjusted Free Cash Flow
Net cash provided by operating activities increased 19.1% to $2.022 billion in 2022, from $1.698 billion in 2021. Capital expenditures for property and equipment increased from $744.3 million in 2021 to $912.7 million in 2022, an increase of $168.4 million, or 22.6%. Adjusted free cash flow, a non-GAAP financial measure (refer to page 57 of this Annual Report on Form 10-K for a definition and reconciliation to Net cash provided by operating activities), increased by $155 million to $1.165 billion in 2022, from $1.010 billion in 2021. Adjusted free cash flow as a percentage of revenues was 16.2% in 2022, as compared to 16.4% in 2021.
Return of Capital and Distributions to Shareholders
In 2022, we distributed $668.0 million to shareholders through a combination of cash dividends and share repurchases. We paid $243.0 million to shareholders through cash dividends declared by our Board of Directors, which also increased the quarterly cash dividend by 10.9%, from $0.23 to $0.255 per common share in November 2022. Cash dividends increased $22.8 million, or 10.4%, from $220.2 million in 2021 due to a 12.2% increase in the quarterly cash dividend declared by our Board of Directors in October 2021, followed by the additional increase in November 2022 and reflects the reduced share count resulting from repurchases. In 2022, we also repurchased 3.4 million common shares at an aggregate cost of $425 million pursuant to our Normal Course Issuer Bid, which was renewed in August and which provides for repurchases of up to 12,859,066 shares, being 5% of the shares outstanding as of August 2, 2022. Our Board of Directors intends to review the quarterly dividend during the fourth quarter of each year, with a long-term objective of increasing the amount of the dividend. We expect the amount of capital we return to shareholders through share repurchases to vary depending on our financial condition and results of operations, capital structure, the amount of cash we deploy on acquisitions, expectations regarding the timing and size of acquisitions, the market price of our common shares, and overall market conditions. We cannot assure as to the amounts or timing of future share repurchases or dividends. We have the ability under our Credit Agreement and Term Loan Agreement to repurchase our common shares and pay dividends provided that we maintain specified financial ratios.
Capital Position
We target a Leverage Ratio, as defined substantially identically in both our Credit Agreement and Term Loan Agreement, of approximately 2.5x – 3.0x total debt to EBITDA. The Leverage Ratio is a non-GAAP ratio (refer to page 59 of this Annual Report on Form 10-K for more information on this ratio). Higher debt resulting primarily from acquisition outlays in 2022 was partially offset by higher EBITDA in 2022, resulting in an increase in our Leverage Ratio from 2.50x at December 31, 2021 to 2.93x at December 31, 2022. Cash balances decreased from $147.4 million at December 31, 2021 to $78.6 million at December 31, 2022, and we had $1.194 billion of remaining borrowing capacity under our Credit Agreement, which matures in July 2026. In total, we had $1.163 billion in prepayable debt outstanding at December 31, 2022.
Critical Accounting Estimates and Assumptions
The preparation of financial statements in conformity with GAAP requires estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses and related disclosures of contingent assets and liabilities in the consolidated financial statements. As described by the SEC, critical accounting estimates and assumptions are those that may be material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change, and that have a material impact on the financial condition or operating performance of a company. Such critical accounting estimates and assumptions are applicable to our reportable segments.
We believe that of our significant accounting policies, which are described in Note 3 of our consolidated financial statements included in Item 8 of this Annual Report on Form 10-K, the following accounting policies involve a greater degree of judgment and complexity.
35
Accordingly, we believe these are the most critical to fully understand and evaluate our financial condition and results of operations.
Insurance liabilities. We maintain insurance policies for automobile, general, employer’s, environmental, cyber, employment practices and directors’ and officers’ liability as well as for employee group health insurance, property insurance and workers’ compensation. We carry umbrella policies for certain types of claims to provide excess coverage over the underlying policies and per incident deductibles or self-insured retentions. Our insurance accruals are based on claims filed and estimates of claims incurred but not reported and are developed by our management with assistance from our third-party actuary and third-party claims administrator. The insurance accruals are influenced by our past claims experience factors and by published industry development factors. If we experience insurance claims or costs above or below our historically evaluated levels, our estimates could be materially affected. The frequency and amount of claims or incidents could vary significantly over time, which could materially affect our self-insurance liabilities. Additionally, the actual costs to settle the self-insurance liabilities could materially differ from the original estimates and cause us to incur additional costs in future periods associated with prior year claims.
Income taxes. Deferred income tax assets and liabilities are determined based on differences between the financial reporting and income tax bases of assets and liabilities and are measured using the enacted tax rates and laws that are expected to be in effect when the differences are expected to reverse. If our judgment and estimates concerning assumptions made in calculating our expected future income tax rates are incorrect, our deferred income tax assets and liabilities would change. Based on our deferred income tax liability balance at December 31, 2022, each 0.1 percentage point change to our expected future income tax rates would change our deferred income tax liability balance and income tax expense by approximately $3.9 million.
Accounting for landfills. We recognize landfill depletion expense as airspace of a landfill is consumed. Our landfill depletion rates are based on the remaining disposal capacity at our landfills, considering both permitted and probable expansion airspace. We calculate the net present value of our final capping, closure and post-closure commitments by estimating the total obligation in current dollars, inflating the obligation based upon the expected date of the expenditure and discounting the inflated total to its present value using a credit-adjusted risk-free rate. Any changes in expectations that result in an upward revision to the estimated undiscounted cash flows are treated as a new liability and are inflated and discounted at rates reflecting market conditions. Any changes in expectations that result in a downward revision (or no revision) to the estimated undiscounted cash flows result in a liability that is inflated and discounted at rates reflecting the market conditions at the time the cash flows were originally estimated. This policy results in our final capping, closure and post-closure liabilities being recorded in “layers.” The resulting final capping, closure and post-closure obligations are recorded on the consolidated balance sheet along with an offsetting addition to site costs, which is amortized to depletion expense as the remaining landfill airspace is consumed. Interest is accreted on the recorded liability using the corresponding discount rate. The accounting methods discussed below require us to make certain estimates and assumptions. Changes to these estimates and assumptions, including as a result of inflation, could have a material effect on our financial condition and results of operations. Any changes to our estimates are applied prospectively.
Landfill development costs. Landfill development costs include the costs of acquisition, construction associated with excavation, liners, site berms, groundwater monitoring wells, gas recovery systems and leachate collection systems. We estimate the total costs associated with developing each landfill site to its final capacity. Total landfill costs include the development costs associated with expansion airspace. Expansion airspace is described below. Landfill development costs depend on future events and thus actual costs could vary significantly from our estimates. Material differences between estimated and actual development costs may affect our cash flows by increasing our capital expenditures and thus affect our results of operations by increasing our landfill depletion expense.
Final capping, closure and post-closure obligations. We accrue for estimated final capping, closure and post-closure maintenance obligations at the landfills we own, and the landfills that we operate, but do not own, under life-of-site agreements. We could have additional material financial obligations relating to final capping, closure and post-closure costs at other disposal facilities that we currently own or operate or that we may own or operate in the future. Our discount rate assumption for purposes of computing 2022 and 2021 “layers” for final capping, closure and post-closure obligations is based on our long-term credit adjusted risk free rate. Our discount rate ranged from 3.25% to 5.50% for 2022 and was 3.25% for 2021. Our long-term inflation rate assumption ranged from 2.25% to 2.75% for 2022 and was 2.25% for 2021.
36
Significant reductions in our estimates of the remaining lives of our landfills or significant increases in our estimates of the landfill final capping, closure and post-closure maintenance costs could have a material adverse effect on our financial condition and results of operations. Additionally, changes in regulatory or legislative requirements could increase our costs related to our landfills, resulting in a material adverse effect on our financial condition and results of operations.
Disposal capacity. Our internal and third-party engineers perform surveys at least annually to estimate the remaining disposal capacity at our landfills. Our landfill depletion rates are based on the remaining disposal capacity, considering both permitted and probable expansion airspace, at the landfills that we own and at landfills that we operate, but do not own, under life-of-site agreements. Our landfill depletion rate is based on the term of the operating agreement at our operated landfill that has capitalized expenditures. Expansion airspace consists of additional disposal capacity being pursued through means of an expansion that has not yet been permitted. Expansion airspace that meets the following criteria is included in our estimate of total landfill airspace:
1) |
whether the land where the expansion is being sought is contiguous to the current disposal site, and we either own the expansion property or have rights to it under an option, purchase, operating or other similar agreement; |
2) |
whether total development costs, final capping costs, and closure/post-closure costs have been determined; |
3) |
whether internal personnel have performed a financial analysis of the proposed expansion site and have determined that it has a positive financial and operational impact; |
4) |
whether internal personnel or external consultants are actively working to obtain the necessary approvals to obtain the landfill expansion permit; and |
5) |
whether we consider it probable that we will achieve the expansion (for a pursued expansion to be considered probable, there must be no significant known technical, legal, community, business or political restrictions or similar issues existing that we believe are more likely than not to impair the success of the expansion). |
We may be unsuccessful in obtaining permits for expansion disposal capacity at our landfills. In such cases, we will charge the previously capitalized development costs to expense. This will adversely affect our operating results and cash flows and could result in greater landfill depletion expense being recognized on a prospective basis.
We periodically evaluate our landfill sites for potential impairment indicators. Our judgments regarding the existence of impairment indicators are based on regulatory factors, market conditions and operational performance of our landfills. Future events could cause us to conclude that impairment indicators exist and that our landfill carrying costs are impaired. Any resulting impairment loss could have a material adverse effect on our financial condition and results of operations.
Goodwill and indefinite-lived intangible assets testing. Goodwill and indefinite-lived intangible assets are tested for impairment on at least an annual basis in the fourth quarter of the year. In addition, we evaluate our reporting units for impairment if events or circumstances change between annual tests indicating a possible impairment. Examples of such events or circumstances include, but are not limited to, the following:
● a significant adverse change in legal factors or in the business climate;
● an adverse action or assessment by a regulator;
● a more likely than not expectation that a segment or a significant portion thereof will be sold;
● the testing for recoverability of a significant asset group within a segment; or
● current period or expected future operating cash flow losses.
As part of our goodwill impairment test, we estimate the fair value of each of our reporting units using discounted cash flow analyses. Our reporting units consisted of our six geographic solid waste operating segments at December 31, 2022, 2021 and 2020. We compare the fair value of each reporting unit with the carrying value of the net assets assigned to the reporting unit. If the fair value of a reporting unit is greater than the carrying value of the net assets, including goodwill, assigned to the reporting unit, then no impairment results. If the fair value is less than its carrying value, an impairment charge is recorded for the amount by which the carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. In testing indefinite-lived intangible assets for impairment, we compare the estimated fair value of each indefinite-lived intangible asset to its carrying value. If the fair value of the indefinite-lived intangible asset is less than its carrying value, an impairment charge would be recorded to earnings in our Consolidated Statements of Net Income.
37
Discounted cash flow analyses require significant assumptions and estimates about the future operations of each reporting unit and the future discrete cash flows related to each indefinite-lived intangible asset. Significant judgments inherent in these analyses include the determination of appropriate discount rates, the amount and timing of expected future cash flows, growth rates and income tax rates. In assessing the reasonableness of our determined fair values of our reporting units, we evaluate our results against our current market capitalization. For our impairment testing of our operating segments for the year ended December 31, 2022, we determined that the indicated fair value of each of our reporting units exceeded their carrying value in excess of 200% and, therefore, we did not record an impairment charge. The detailed results of our 2022, 2021 and 2020 impairment tests are described in Note 3 of our consolidated financial statements included in Item 8 of this Annual Report on Form 10-K.
Business Combination Accounting. We recognize, separately from goodwill, the identifiable assets acquired and liabilities assumed at their estimated acquisition date fair values. We measure and recognize goodwill as of the acquisition date as the excess of: (a) the aggregate of the fair value of consideration transferred, the fair value of the noncontrolling interest in the acquiree (if any) and the acquisition date fair value of our previously held equity interest in the acquiree (if any), over (b) the fair value of assets acquired and liabilities assumed. At the acquisition date, we measure the fair values of all assets acquired and liabilities assumed that arise from contractual contingencies. We measure the fair values of all noncontractual contingencies if, as of the acquisition date, it is more likely than not that the contingency will give rise to an asset or liability.
General
Our revenues consist mainly of fees we charge customers for collection, transfer, recycling and disposal of non-hazardous solid waste and treatment, recovery and disposal of non-hazardous E&P waste.
Our solid waste collection business involves the collection of waste from residential, commercial and industrial customers for transport to transfer stations, or directly to landfills or recycling centers. Solid waste collection services include both recurring and temporary customer relationships. The services are performed under service agreements, municipal contracts or franchise agreements with governmental entities. Our existing franchise agreements and most of our existing municipal contracts give us the exclusive right to provide specified waste services in the specified territory during the contract term. These exclusive arrangements are awarded, at least initially, on a competitive bid basis and subsequently on a bid or negotiated basis. The standard customer service agreements generally range from one to three years in duration, although some exclusive franchises are for significantly longer periods. Residential collection services are also provided on a subscription basis with individual households.
The fees received for collection services are based primarily on the market, collection frequency and level of service, route density, type and volume or weight of the waste collected, type of equipment and containers furnished, the distance to the disposal or processing facility, the cost of disposal or processing, and prices charged by competitors for similar services.
The terms of our contracts sometimes limit our ability to pass on price increases. Long-term solid waste collection contracts often contain a formula, generally based on a published price index, that automatically adjusts fees to cover increases in some, but not all, operating costs, or that limit increases to less than 100% of the increase in the applicable price index.
Revenue at landfills is primarily generated by charging tipping fees on a per ton and/or per yard basis to third parties based on the volume disposed and the nature of the waste.
Revenue at transfer stations is primarily generated by charging tipping or disposal fees on a per ton and/or per yard basis. The fees charged to third parties are based primarily on the market, type and volume or weight of the waste accepted, the distance to the disposal facility and the cost of disposal.
Many of our landfill and transfer station customers have entered into one to ten year disposal contracts with us, most of which provide for annual indexed price increases.
38
Our revenues from E&P waste services are primarily generated through the treatment, recovery and disposal of non-hazardous exploration and production waste from vertical and horizontal drilling, hydraulic fracturing, production and clean-up activity, as well as other services.
Our revenues from recycling services result from the sale of recycled commodities, which are generated by offering residential, commercial, industrial and municipal customers recycling services for a variety of recyclable materials, including compost, cardboard, mixed paper, plastic containers, glass bottles and ferrous and aluminum metals. We own and operate recycling operations and market collected recyclable materials to third parties for processing before resale. In some instances, we utilize a third party to market recycled materials. In certain instances, we issue recycling rebates to municipal or commercial customers, which can be based on the price we receive upon the sale of recycled commodities, a fixed contractual rate or other measures. We also receive rebates when we dispose of recycled commodities at third-party facilities.
Other revenues consist primarily of the sale of methane gas and renewable energy credits generated from our MSW landfills and revenues from intermodal services. Intermodal revenue is primarily generated through providing intermodal services for the rail haul movement of cargo and solid waste containers in the Pacific Northwest through a network of intermodal facilities. The fees received for intermodal services are based on negotiated rates and vary depending on volume commitments by the shipper and destination.
No single contract or customer accounted for more than 10% of our total revenues at the consolidated or reportable segment level during the periods presented. The following table disaggregates our revenue by service line for the periods indicated (in thousands of U.S. dollars).
|
|
Years Ended December 31, |
|||||||
|
|
2022 |
|
2021 |
|
2020 |
|||
Commercial |
|
$ |
2,176,295 |
|
$ |
1,813,426 |
|
$ |
1,610,313 |
Residential |
|
|
1,891,108 |
|
|
1,673,819 |
|
|
1,528,217 |
Industrial and construction roll off |
|
|
1,183,624 |
|
|
954,181 |
|
|
833,148 |
Total collection |
|
|
5,251,027 |
|
|
4,441,426 |
|
|
3,971,678 |
Landfill |
|
|
1,328,942 |
|
|
1,233,499 |
|
|
1,146,732 |
Transfer |
|
|
1,026,050 |
|
|
859,113 |
|
|
777,754 |
Recycling |
|
|
204,876 |
|
|
205,076 |
|
|
86,389 |
E&P |
|
|
210,562 |
|
|
138,707 |
|
|
159,438 |
Intermodal and other |
|
|
188,471 |
|
|
152,194 |
|
|
118,396 |
Intercompany |
|
|
(998,069) |
|
|
(878,654) |
|
|
(814,397) |
Total |
|
$ |
7,211,859 |
|
$ |
6,151,361 |
|
$ |
5,445,990 |
Cost of operations includes labor and benefits, tipping fees paid to third-party disposal facilities, vehicle and equipment maintenance, workers’ compensation, vehicle and equipment insurance, insurance and employee group health claims expense, third-party transportation expense, fuel, the cost of materials we purchase for recycling, district and state taxes and host community fees and royalties. Our significant costs of operations in 2022 were labor, employee benefits, third-party disposal and transportation, vehicle, equipment and property maintenance, taxes and fees, insurance and fuel. We use a number of programs to reduce overall cost of operations, including increasing the use of automated routes to reduce labor and workers’ compensation exposure, utilizing comprehensive maintenance and health and safety programs, and increasing the use of transfer stations to further enhance internalization rates. We carry insurance for automobile liability, general liability, employer’s liability, environmental liability, cyber liability, employment practices liability and directors’ and officers’ liability as well as for employee group health claims, property and workers’ compensation. If we experience insurance claims or costs above or below our historically evaluated levels, our estimates could be materially affected.
Selling, general and administrative, or SG&A, expense includes management, sales force, clerical and administrative employee compensation and benefits, legal, accounting and other professional services, acquisition expenses, bad debt expense and lease cost for our administrative offices.
39
Depreciation expense includes depreciation of equipment and fixed assets over their estimated useful lives using the straight-line method. Depletion expense includes depletion of landfill site costs and total future development costs as remaining airspace of the landfill is consumed. Remaining airspace at our landfills includes both permitted and probable expansion airspace. Amortization expense includes the amortization of finite-lived intangible assets, consisting primarily of long-term franchise agreements and contracts, customer lists, permits and other agreements. We use an accelerated or straight-line basis for amortization, depending on the attributes of the related intangibles. Goodwill and indefinite-lived intangible assets, consisting primarily of certain perpetual rights to provide solid waste collection and transportation services in specified territories, are not amortized.
We capitalize some third-party expenditures related to development projects, such as legal and engineering. We expense all third-party and indirect acquisition costs, including third-party legal and engineering expenses, executive and corporate overhead, public relations and other corporate services, as we incur them. We charge against net income any unamortized capitalized expenditures and advances (net of any portion that we believe we may recover, through sale or otherwise) that may become impaired, such as those that relate to any operation that is permanently shut down and any landfill development project that we believe will not be completed. We routinely evaluate all capitalized costs, and expense those related to projects that we believe are not likely to succeed. For example, if we are unsuccessful in our attempts to obtain or defend permits that we are seeking or have been awarded to operate or expand a landfill, we will no longer generate anticipated income from the landfill and we will be required to expense in a future period up to the carrying value of the landfill or expansion project, less the recoverable value of the property and other amounts recovered.
Presentation of Results of Operations, Segment Reporting, and Liquidity and Capital Resources
The following discussion and analysis of our Results of Operations and Liquidity and Capital Resources includes a comparison for the year ended December 31, 2022 to the year ended December 31, 2021. A similar discussion and analysis that compares the year ended December 31, 2021 to the year ended December 31, 2020 can be found in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2021. In addition, the following discussion and analysis of our Segment Reporting includes a comparison for the year ended December 31, 2022 to the year ended December 31, 2021, as well as a comparison for the year ended December 31, 2021 to the year ended December 31, 2020.
Results of Operations
The following table sets forth items in our Consolidated Statements of Net Income in thousands of U.S. dollars and as a percentage of revenues for the periods indicated:
|
|
Years Ended December 31, |
|||||||||
|
|
2022 |
|
% of Revenues |
|
2021 |
|
% of Revenues |
|
||
Revenues |
|
$ |
7,211,859 |
|
100.0 |
% |
$ |
6,151,361 |
|
100.0 |
% |
Cost of operations |
|
|
4,336,012 |
|
60.1 |
|
|
3,654,074 |
|
59.4 |
|
Selling, general and administrative |
|
|
696,467 |
|
9.7 |
|
|
612,337 |
|
10.0 |
|
Depreciation |
|
|
763,285 |
|
10.6 |
|
|
673,730 |
|
10.9 |
|
Amortization of intangibles |
|
|
155,675 |
|
2.2 |
|
|
139,279 |
|
2.3 |
|
Impairments and other operating items |
|
|
18,230 |
|
0.2 |
|
|
32,316 |
|
0.5 |
|
Operating income |
|
|
1,242,190 |
|
17.2 |
|
|
1,039,625 |
|
16.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
(202,331) |
|
(2.8) |
|
|
(162,796) |
|
(2.6) |
|
Interest income |
|
|
5,950 |
|
0.1 |
|
|
2,916 |
|
0.0 |
|
Other income, net |
|
|
3,154 |
|
0.0 |
|
|
6,285 |
|
0.1 |
|
Loss on early extinguishment of debt |
|
|
— |
|
— |
|
|
(115,288) |
|
(1.9) |
|
Income tax provision |
|
|
(212,962) |
|
(2.9) |
|
|
(152,253) |
|
(2.5) |
|
Net income |
|
|
836,001 |
|
11.6 |
|
|
618,489 |
|
10.0 |
|
Net income attributable to noncontrolling interests |
|
|
(339) |
|
(0.0) |
|
|
(442) |
|
(0.0) |
|
Net income attributable to Waste Connections |
|
$ |
835,662 |
|
11.6 |
% |
$ |
618,047 |
|
10.0 |
% |
40
Years Ended December 31, 2022 and 2021
Revenues. Total revenues increased $1.060 billion, or 17.2%, to $7.212 billion for the year ended December 31, 2022, from $6.151 billion for the year ended December 31, 2021.
During the year ended December 31, 2022, incremental revenue from acquisitions closed during, or subsequent to, the year ended December 31, 2021, increased revenues by approximately $563.1 million.
Operations that were divested in 2022 and the full year impact of operations that were divested in 2021, decreased revenues by $11.1 million for the year ended December 31, 2022.
During the year ended December 31, 2022, the net increase in prices charged to our customers at our existing operations was $541.7 million, consisting of $455.8 million of core price increases and surcharges of $85.9 million.
During the year ended December 31, 2022, we recognized volume losses totaling $63.2 million, which was comprised of $51.8 million of declines associated with the aforementioned residential collection contracts, lower post-collection volumes related to transportation shortages, partially offset by increases primarily attributable to commercial and roll off collection.
E&P waste revenues at facilities owned during the years ended December 31, 2022 and 2021 increased $75.8 million due to increases in overall demand for our E&P waste services resulting from higher demand for crude oil contributing to increases in drilling and production activity levels.
Revenues from sales of recyclable commodities at facilities owned during the years ended December 31, 2022 and 2021 decreased $45.0 million. Prices for old corrugated cardboard, aluminum, plastics and other paper products increased from the prior period during the six months ended June 30, 2022 before declining during the six months ended December 31, 2022.
A decrease in the average Canadian dollar to U.S. dollar currency exchange rate resulted in a decrease in revenues of $32.4 million for the year ended December 31, 2022. The average Canadian dollar to U.S. dollar exchange rates on our Canadian revenues were 0.7682 and 0.7982 for the years ended December 31, 2022 and 2021, respectively.
Other revenues increased $31.6 million during the year ended December 31, 2022, due primarily to a $14.1 million increase in landfill gas revenues and renewable energy credits, a $12.1 million increase in intermodal revenues and a $5.4 million increase in other non-core revenue sources.
Cost of Operations. Total cost of operations increased $681.9 million, or 18.7%, to $4.336 billion for the year ended December 31, 2022, from $3.654 billion for the year ended December 31, 2021. The increase was primarily the result of $369.4 million of additional operating costs from acquisitions closed during, or subsequent to, the year ended December 31, 2021 and an increase in operating costs at our existing operations of $337.8 million, assuming foreign currency parity, partially offset by a decrease in operating costs of $16.9 million resulting from a lower average foreign currency exchange rate in effect during the current period and a decrease of $8.4 million from operations divested subsequent to the year ended December 31, 2021.
The increase in operating costs of $337.8 million, assuming foreign currency parity, at our existing operations for the year ended December 31, 2022 consisted of an increase in labor and recurring incentive compensation expenses of $92.2 million due primarily to employee pay increases, an increase in fuel expense of $73.1 million due to higher diesel and natural gas prices, an increase in third-party trucking and transportation expenses of $52.9 million due primarily to increased landfill special waste volumes requiring trucking and transportation services to our landfills and higher rates charged by third-party providers, an increase in truck, container, equipment and facility maintenance and repair expenses of $43.1 million due primarily to increased collection routes and equipment operating hours and parts and service rate increases, an increase in third-party disposal expenses of $17.7 million due primarily to rate increases at third-party post-collection sites, an increase in expenses for auto and workers’ compensation claims of $9.1 million due primarily to increased claim severity and inflation-led cost increases, an increase in supplemental compensation to non-management personnel of $9.0 million to provide financial assistance associated with the impact of the COVID-19 pandemic, an increase in taxes on revenues of $8.9 million due primarily to increased revenues, an increase in intermodal rail expenses of $6.1 million due to higher cargo volumes, an increase in expenses for purchasing and processing recyclable commodities of $4.9 million due to processing expenses charged by third parties increasing as recyclable commodity values decline in certain regulated operating markets, an increase in subcontracted hauling services at our solid waste operations of $3.8 million due to higher costs charged by third-party providers, an increase in landfill maintenance, environmental compliance and daily cover expenses of $3.2 million due to increased compliance requirements under our landfill operating permits, an increase in 401(k) matching expenses of $2.0 million due to higher employee earnings, an increase in property tax expense of $1.9 million due to higher property value assessments and $9.9 million of other net expense increases.
41
Cost of operations as a percentage of revenues increased 0.7 percentage points to 60.1% for the year ended December 31, 2022, from 59.4% for the year ended December 31, 2021. The increase as a percentage of revenues consisted of a 0.7 percentage point increase from higher fuel expense, a 0.6 percentage point increase from higher third-party trucking and transportation expenses, a 0.5 percentage point increase from acquisitions closed during, or subsequent to, the year ended December 31, 2021 having operating margins lower than our company average, and a 0.1 percentage point increase in compensation to non-management personnel for financial assistance associated with the impact of the COVID-19 pandemic, partially offset by a combined 1.2 percentage point decrease from disposal, taxes on revenues, labor and employee benefits due to price-driven revenue increases.
SG&A. SG&A expenses increased $84.2 million, or 13.7%, to $696.5 million for the year ended December 31, 2022, from $612.3 million for the year ended December 31, 2021. The increase was comprised of an increase of $45.8 million, assuming foreign currency parity, at our existing operations and $42.3 million from acquisitions closed during, or subsequent to, the year ended December 31, 2021, partially offset by a decrease of $2.8 million resulting from a lower average foreign currency exchange rate in effect during the current period and a decrease of $1.1 million from operations divested subsequent to the year ended December 31, 2021.
The increase in SG&A expenses at our existing operations of $45.8 million, assuming foreign currency parity, for the year ended December 31, 2022 was comprised of a collective increase in travel, meetings, training and community activity expenses of $22.6 million due to increased travel and social gatherings in the current year period due to a reduction in restrictions associated with the COVID-19 pandemic, an increase in administrative payroll expenses of $16.4 million due primarily to annual pay increases, an increase in direct acquisition expenses of $13.6 million due to an increase in acquisition activity in the current period, an increase in equity-based compensation expenses of $6.2 million associated with our annual recurring grant of restricted share units to our personnel, an increase in software license fees of $3.7 million associated with new information technology applications, an increase in bad debt costs of $2.8 million associated with increased revenue, an increase in professional fees of $1.6 million due primarily to increased legal services, an increase of $0.8 million resulting from the payment of supplemental bonuses to non-management employees to provide financial assistance associated with the impact of the COVID-19 pandemic and $4.1 million of other net expense increases, partially offset by a decrease in deferred compensation expenses of $9.1 million as a result of decreases in the market value of investments to which employee deferred compensation liability balances are tracked, a decrease in accrued recurring cash incentive compensation expense to our management of $8.6 million, a decrease of $5.2 million in equity-based compensation expenses associated with the prior year period including adjustments to increase the fair value of our common shares held in our deferred compensation plan by certain key executives as a result of the shares being exchanged for other investment options, and a decrease in equity-based compensation expenses of $3.1 million associated with changes in our share price resulting in fair value measurement decreases to equity awards accounted for as liabilities that were granted to employees of Progressive Waste prior to June 1, 2016, which are subject to valuation adjustments each period.
SG&A expenses as a percentage of revenues decreased 0.3 percentage points to 9.7% for the year ended December 31, 2022, from 10.0% for the year ended December 31, 2021. The decrease as a percentage of revenues was primarily attributable to lower cash incentive compensation expense, lower deferred compensation expense, acquisitions closed during, or subsequent to, the year ended December 31, 2021 having lower SG&A expenses as a percentage of revenues than our company average and the impact of price-driven revenue increases in our solid waste services, partially offset by increased travel, meetings, training and community activity expenses and higher direct acquisition expenses.
42
Depreciation. Depreciation expense increased $89.6 million, or 13.3%, to $763.3 million for the year ended December 31, 2022, from $673.7 million for the year ended December 31, 2021. The increase was comprised of an increase in depreciation and depletion expense of $62.4 million from acquisitions closed during, or subsequent to, the year ended December 31, 2021, an increase in depreciation expense of $24.5 million from the impact of additions to our fleet and equipment purchased to support our existing operations and an increase in depletion expense of $9.2 million resulting from increased landfill special waste and E&P volumes and higher landfill development costs increasing our per ton landfill depletion rates, partially offset by a decrease of $3.4 million resulting from a lower average foreign currency exchange rate in effect during the current period, and a decrease in depreciation and depletion expense of $3.1 million from operations divested subsequent to the year ended December 31, 2021.
Depreciation expense as a percentage of revenues decreased 0.3 percentage points to 10.6% for the year ended December 31, 2022, from 10.9% for the year ended December 31, 2021. The decrease as a percentage of revenues was primarily attributable to the impact of price-driven revenue increases in our solid waste services.
Amortization of Intangibles. Amortization of intangibles expense increased $16.4 million, or 11.8%, to $155.7 million for the year ended December 31, 2022, from $139.3 million for the year ended December 31, 2021. The increase was the result of $37.7 million from intangible assets acquired in acquisitions closed during, or subsequent to, the year ended December 31, 2021, partially offset by a decrease of $20.5 million from certain intangible assets becoming fully amortized subsequent to December 31, 2021 and a decrease of $0.8 million resulting from a lower average foreign currency exchange rate in effect during the current period.
Amortization of intangibles expense as a percentage of revenues decreased 0.1 percentage points to 2.2% for the year ended December 31, 2022, from 2.3% for the year ended December 31, 2021. The decrease as a percentage of revenues was attributable to the impact of price-driven revenue increases in our solid waste services.
Impairments and Other Operating Items. Impairments and other operating items decreased $14.1 million, to net losses totaling $18.2 million for the year ended December 31, 2022, from net losses totaling $32.3 million for the year ended December 31, 2021.
The net losses of $18.2 million recorded during the year ended December 31, 2022 consisted of $10.8 million of charges to write off the carrying cost of certain contracts that were not, or are not expected to be, renewed prior to the original estimated termination date and an $8.4 million lawsuit judgment accrual, partially offset by $1.0 million of other net gains.
The net losses of $32.3 million recorded during the year ended December 31, 2021 consisted of $18.7 million of impairment charges to property and equipment and intangible assets at three of our E&P waste operations, $4.9 million of charges to terminate or write off the carrying cost of certain contracts that were not, or are not expected to be, renewed prior to the original estimated termination date, a $4.6 million loss resulting from property and equipment damaged in a facility fire, $2.8 million of adjustments to increase the carrying value of certain contingent consideration liabilities, $1.5 million of losses on property and equipment disposals and $1.8 million of other net charges, partially offset by $2.0 million of gains from the disposal of assets at two non-strategic operating locations.
Operating Income. Operating income increased $202.6 million, or 19.5%, to $1.242 billion for the year ended December 31, 2022, from $1.040 billion for the year ended December 31, 2021.
The increase in our operating income for the year ended December 31, 2022 was due primarily to price increases for our solid waste services, operating income contributions from increased sales of renewable energy credits associated with the generation of landfill gas, operating income generated from acquisitions closed during, or subsequent to, the year ended December 31, 2021 and an increase in earnings at our E&P waste operations.
Operating income as a percentage of revenues increased 0.3 percentage points to 17.2% for the year ended December 31, 2022, from 16.9% for the year ended December 31, 2021. The increase in operating income as a percentage of revenues was comprised of a 0.3 percentage point decrease in impairments and other operating items, a 0.3 percentage point decrease in depreciation expense, a 0.3 percentage point decrease in SG&A expense and a 0.1 percentage point decrease in amortization expense, partially offset by a 0.7 percentage point increase in cost of operations.
43
Interest Expense. Interest expense increased $39.5 million, or 24.3%, to $202.3 million for the year ended December 31, 2022, from $162.8 million for the year ended December 31, 2021. The increase was primarily attributable to an increase of $53.3 million from the issuance of $2.75 billion of senior unsecured notes during, or subsequent to, the year ended December 31, 2021, an increase of $13.9 million due to an increase in the average borrowings outstanding under our Credit Agreement and Term Loan Agreement and an increase of $9.8 million from higher interest rates on borrowings outstanding under our Credit Agreement, partially offset by a decrease of $37.1 million from the repayment of $1.75 billion of senior unsecured notes during the year ended December 31, 2021 and $0.4 million of other net decreases.
Interest Income. Interest income increased $3.1 million to $6.0 million for the year ended December 31, 2022, from $2.9 million for the year ended December 31, 2021. The increase was primarily attributable to higher reinvestment rates, partially offset by lower average cash balances in the current period.
Other Income, Net. Other income, net decreased $3.1 million, to $3.2 million for the year ended December 31, 2022, from $6.3 million for the year ended December 31, 2021.
Other income of $3.2 million recorded during the year ended December 31, 2022 consisted of income from transactions primarily as a result of the impact from changes in foreign currency exchange rates of $7.0 million related to the decrease in the Canadian dollar to the U.S. dollar exchange rate in the period, and $1.4 million of other income, partially offset by $5.2 million from a decline in the value of investments purchased to fund our employee deferred compensation obligations.
Other income of $6.3 million recorded during the year ended December 31, 2021 consisted of $3.8 million of income earned on investments purchased to fund our employee deferred compensation obligations, a $1.4 million adjustment to decrease certain non-acquisition accrued liabilities recorded in prior periods, an increase in foreign currency transaction gains of $0.7 million attributable to the impact of an increase in the Canadian dollar to U.S. dollar exchange rate during the period and a $0.4 million increase in other net income sources.
Loss on Early Extinguishment of Debt. Loss on early extinguishment of debt was $115.3 million for the year ended December 31, 2021 and consisted of the payment of a make-whole premium and the write-off of remaining unamortized loan fees associated with the early repayment of the outstanding senior notes under our master note purchase agreements.
Income Tax Provision. Income taxes increased $60.7 million, to $213.0 million for the year ended December 31, 2022, from $152.3 million for the year ended December 31, 2021. Our effective tax rate for the year ended December 31, 2022 was 20.3%. Our effective tax rate for the year ended December 31, 2021 was 19.8%.
The income tax provision for the year ended December 31, 2022 included a benefit of $2.7 million from share-based payment awards being recognized in the income statement when settled, as well as a portion of our internal financing being taxed at effective rates substantially lower than the U.S. federal statutory rate.
The income tax provision for the year ended December 31, 2021 included a benefit of $2.1 million from share-based payment awards being recognized in the income statement when settled, as well as a portion of our internal financing being taxed at effective rates substantially lower than the U.S. federal statutory rate.
Our effective tax rate is dependent upon the proportion of pre-tax income among the jurisdictions where we do business. As such, our effective tax rate will be subject to some variability depending upon the proportional contribution of pre-tax income across jurisdictions in any period.
Segment Reporting
Effective April 1, 2023, we modified our organizational structure under new regional operating segments as the result of continued growth in our business. We now report revenue and segment EBITDA based on the following six geographic solid waste operating segments: Southern, Western, Central, Eastern, Canada and MidSouth.
44
A small number of operating locations have been reallocated from the Western segment to the Central segment, the previous Eastern segment has been bifurcated into two smaller geographies now referred to as the Eastern segment and MidSouth segment, and a small number of operating locations have been reallocated from the Southern segment to the MidSouth segment. Our six geographic solid waste operating segments comprise our reportable segments. Each operating segment is responsible for managing several vertically integrated operations, which are comprised of districts. The segment information presented herein reflects the realignment of these regions.
Our Chief Operating Decision Maker evaluates operating segment profitability and determines resource allocations based on several factors, of which the primary financial measure is segment EBITDA. We define segment EBITDA as earnings before interest, taxes, depreciation, amortization, impairments and other operating items, other income (expense) and loss on early extinguishment of debt. Segment EBITDA is not a measure of operating income, operating performance or liquidity under GAAP and may not be comparable to similarly titled measures reported by other companies. Our management uses segment EBITDA in the evaluation of segment operating performance as it is a profit measure that is generally within the control of the operating segments.
Summarized financial information for our reportable segments are shown in the following tables in thousands of U.S. dollars and as a percentage of total segment revenue for the periods indicated:
Year Ended |
|
|
|
|
|
|
EBITDA |
|
Depreciation and |
|||
December 31, 2022 |
|
Revenue |
|
EBITDA |
|
Margin |
|
Amortization |
||||
Southern |
|
$ |
1,494,439 |
|
$ |
466,519 |
|
31.2 |
% |
|
$ |
175,614 |
Western |
|
|
1,428,031 |
|
|
424,935 |
|
29.8 |
% |
|
|
155,882 |
Central |
|
|
1,288,348 |
|
|
446,315 |
|
34.6 |
% |
|
|
156,895 |
Eastern |
|
|
1,233,695 |
|
|
281,522 |
|
22.8 |
% |
|
|
190,480 |
Canada |
|
|
940,624 |
|
|
349,403 |
|
37.1 |
% |
|
|
118,388 |
MidSouth |
|
|
826,722 |
|
|
235,705 |
|
28.5 |
% |
|
|
112,866 |
Corporate(a) |
|
|
— |
|
|
(25,019) |
|
— |
% |
|
|
8,835 |
|
|
$ |
7,211,859 |
|
$ |
2,179,380 |
|
30.2 |
% |
|
$ |
918,960 |
Year Ended |
|
|
|
|
|
|
EBITDA |
|
Depreciation and |
|||
December 31, 2021 |
|
Revenue |
|
EBITDA |
|
Margin |
|
Amortization |
||||
Southern |
|
$ |
1,321,062 |
|
$ |
369,221 |
|
27.9 |
% |
|
$ |
173,235 |
Western |
|
|
1,228,626 |
|
|
386,513 |
|
31.5 |
% |
|
|
126,192 |
Central |
|
|
1,101,405 |
|
|
379,644 |
|
34.5 |
% |
|
|
138,683 |
Eastern |
|
|
955,710 |
|
|
245,091 |
|
25.6 |
% |
|
|
156,499 |
Canada |
|
|
856,723 |
|
|
339,859 |
|
39.7 |
% |
|
|
111,458 |
MidSouth |
|
|
687,835 |
|
|
184,218 |
|
26.8 |
% |
|
|
97,564 |
Corporate(a) |
|
|
— |
|
|
(19,596) |
|
— |
% |
|
|
9,378 |
|
|
$ |
6,151,361 |
|
$ |
1,884,950 |
|
30.6 |
% |
|
$ |
813,009 |
45
Year Ended |
|
|
|
|
|
|
EBITDA |
|
Depreciation and |
|||
December 31, 2020 |
|
Revenue |
|
EBITDA |
|
Margin |
|
Amortization |
||||
Southern |
|
$ |
1,250,170 |
|
$ |
343,181 |
|
27.5 |
% |
|
$ |
173,885 |
Western |
|
|
1,102,752 |
|
|
346,585 |
|
31.4 |
% |
|
|
111,515 |
Central |
|
|
931,024 |
|
|
332,321 |
|
35.7 |
% |
|
|
117,499 |
Eastern |
|
|
826,084 |
|
|
196,068 |
|
23.7 |
% |
|
|
143,744 |
Canada |
|
|
710,460 |
|
|
256,119 |
|
36.0 |
% |
|
|
103,334 |
MidSouth |
|
|
625,500 |
|
|
172,559 |
|
27.6 |
% |
|
|
94,172 |
Corporate(a) |
|
|
— |
|
|
(15,283) |
|
— |
% |
|
|
8,255 |
|
|
$ |
5,445,990 |
|
$ |
1,631,550 |
|
30.0 |
% |
|
$ |
752,404 |
(a) |
The majority of Corporate expenses are allocated to the six operating segments. Direct acquisition expenses, expenses associated with common shares held in the deferred compensation plan exchanged for other investment options and share-based compensation expenses associated with Progressive Waste share-based grants outstanding at June 1, 2016 that were continued by the Company are not allocated to the six operating segments and comprise the net EBITDA for our Corporate segment for the periods presented. |
A reconciliation of segment EBITDA to Income before income tax provision is included in Note 17 to the consolidated financial statements included in Item 8 of this Annual Report on Form 10-K.
Significant changes in revenue, EBITDA and depreciation, depletion and amortization for our reportable segments for the year ended December 31, 2022, compared to the year ended December 31, 2021, and for the year ended December 31, 2021, compared to the year ended December 31, 2020, are discussed below.
Southern
Revenue increased $173.4 million to $1.494 billion for 2022, from $1.321 billion for 2021, due to solid waste price increases, increased E&P waste revenues attributable to increases in drilling and production activity levels resulting in increases in the demand for our E&P waste services and contributions from acquisitions, partially offset by lower residential collection volumes due to the purposeful non-renewal of a collection contract subsequent to December 31, 2021, a decrease resulting from the divestiture of certain non-strategic operating locations and lower post-collection volumes.
Revenue increased $70.9 million to $1.321 billion for 2021, from $1.250 billion for 2020, due to increased solid waste collection and disposal volumes, solid waste price increases, contributions from acquisitions and higher prices for recyclable commodities, partially offset by reduced E&P waste revenues attributable to decreases in drilling and production activity levels resulting in decreases in the demand for our E&P waste services and a decrease resulting from the divestiture of certain non-strategic operating locations.
EBITDA increased $97.3 million to $466.5 million, or a 31.2% EBITDA margin for 2022, from $369.2 million, or a 27.9% EBITDA margin for 2021. The increase in our EBITDA margin was due to increased earnings at our E&P operations, the purposeful non-renewal of a residential contract, and price-led increases in solid waste revenue, the impact of acquisitions having higher EBITDA margins than our segment average, partially offset by increased diesel and natural gas fuel expenses, increased third-party trucking and transportation expenses, increased travel, meetings, training and community activity expenses and increased legal expenses.
EBITDA increased $26.0 million to $369.2 million, or a 27.9% EBITDA margin for 2021, from $343.2 million, or a 27.5% EBITDA margin for 2020. The increase in our EBITDA margin was due to price-led increases in solid waste revenue at locations owned in the comparable periods, a decrease in expenses for auto and workers’ compensation claims, a decrease in expenses for uncollectible accounts receivable and a decrease in supplemental bonuses and other cash incentive compensation to non-management personnel, partially offset by an increase in subcontracted hauling services at our solid waste operations, higher disposal costs, increased diesel fuel expenses, increased medical benefits expenses, increased legal expenses and increased 401(k) matching expenses.
46
Depreciation, depletion and amortization expense increased $2.4 million, to $175.6 million for 2022, from $173.2 million for 2021, due to assets acquired in acquisitions, additions to our fleet and equipment and higher depletion expense due to increased landfill volumes and higher landfill development costs increasing our per ton landfill depletion rates, partially offset by a decrease resulting from the divestiture of certain non-strategic operating locations and a reduction in amortization expense associated with the loss of a large residential collection contract.
Depreciation, depletion and amortization for 2021 decreased $0.7 million, to $173.2 million for 2021, from $173.9 million for 2020, due to a decrease from the divestiture of certain non-strategic operating locations and our E&P locations recognizing lower depreciation as a result of reductions in operating equipment and lower depletion due to reductions in customer disposal volumes, partially offset by higher depreciation from additions to fleet and equipment at our solid waste operations and higher depletion from increased solid waste landfill volumes.
Western
Revenue increased $199.4 million to $1.428 billion for 2022, from $1.229 billion for 2021, due to contributions from acquisitions, price increases, increased collection volumes, higher prices during the first six months in the comparable periods for recyclable commodities and increased intermodal revenue, partially offset by lower prices for recyclable commodities during the last six months in the comparable period.
Revenue increased $125.9 million to $1.229 billion for 2021, from $1.103 billion for 2020, due to increased collection and disposal volumes, price increases, contributions from acquisitions, higher prices for recyclable commodities and higher volumes collected from residential recycling customers, partially offset by reduced intermodal revenue.
EBITDA increased $38.4 million to $424.9 million, or a 29.8% EBITDA margin for 2022, from $386.5 million, or a 31.5% EBITDA margin for 2021. The decrease in our EBITDA margin was due to increased diesel and natural gas fuel expenses, increased third-party trucking and transportation expenses, increased cost of recyclable commodities expenses, increased labor and recurring incentive compensation expenses and increased travel, meetings, training and community activity expenses, partially offset by benefits from price-led increases in revenue.
EBITDA increased $39.9 million to $386.5 million, or a 31.5% EBITDA margin for 2021, from $346.6 million, or a 31.4% EBITDA margin for 2020. The increase in our EBITDA margin was due the favorable impacts of the increase in revenue at locations owned in the comparable periods resulting from the economic recovery, a decrease in expenses for processing recyclable commodities and a decrease in supplemental bonuses and other cash incentive compensation to non-management personnel, partially offset by the impact of acquisitions closed during, or subsequent to, the year ended December 31, 2020 having lower EBITDA margins than our segment average, increased diesel fuel expenses, increased medical benefits expenses and increased 401(k) matching expenses.
Depreciation, depletion and amortization expense increased $29.7 million, to $155.9 million for 2022, from $126.2 million for 2021, due to assets acquired in acquisitions and additions to our fleet and equipment.
Depreciation, depletion and amortization for 2021 increased $14.7 million, to $126.2 million for 2021, from $111.5 million for 2020, due to assets acquired in acquisitions, higher depreciation from additions to our fleet and equipment and higher depletion from increased landfill volumes.
Central
Revenue increased $186.9 million to $1.288 billion for 2022, from $1.101 billion for 2021, due to price increases, contributions from acquisitions, higher landfill and residential collection volumes and higher prices during the first six months in the comparable periods for recyclable commodities, partially offset by lower prices for recyclable commodities during the last six months in the comparable period.
Revenue increased $170.4 million to $1.101 billion for 2021, from $931.0 million for 2020, due to increased collection and disposal volumes, price increases, contributions from acquisitions and higher prices for recyclable commodities.
47
EBITDA increased $66.7 million to $446.3 million, or a 34.6% EBITDA margin for 2022, from $379.6 million, or a 34.5% EBITDA margin for 2021. The increase in our EBITDA margin was due to the benefits from price-led increases in revenue, partially offset by acquisitions having EBITDA margins lower than our segment average and increased diesel and natural gas fuel expenses.
EBITDA increased $47.3 million to $379.6 million, or a 34.5% EBITDA margin for 2021, from $332.3 million, or a 35.7% EBITDA margin for 2020. The decrease in our EBITDA margin was due to the impact of acquisitions closed during, or subsequent to, the year ended December 31, 2020 having lower EBITDA margins than our segment average, increased labor expenses attributable to pay rate increases, increased vehicle and equipment maintenance and repair expenses, increased medical benefits expenses, increased 401(k) matching expenses and increased expenses for uncollectible accounts receivable.
Depreciation, depletion and amortization expense increased $18.2 million, to $156.9 million for 2022, from $138.7 million for 2021, due to assets acquired in acquisitions, additions to our fleet and equipment and higher depletion expense due to higher landfill development costs increasing our per ton landfill depletion rates.
Depreciation, depletion and amortization for 2021 increased $21.2 million, to $138.7 million for 2021, from $117.5 million for 2020, due to assets acquired in acquisitions, higher depreciation from additions to our fleet and equipment and higher depletion from increased landfill volumes.
Eastern
Revenue increased $278.0 million to $1.234 billion for 2022, from $955.7 million for 2021, due to contributions from acquisitions, price increases and increased landfill gas sales attributable to higher volumes produced, partially offset by decreased post-collection volumes, decreased residential collection volumes, and lower prices for recyclable commodities.
Revenue increased $129.6 million to $955.7 million for 2021, from $826.1 million for 2020, due to price increases, solid waste collection and disposal volume increases in the third and fourth quarters of 2021, contributions from acquisitions, higher prices for recyclable commodities and higher volumes collected from commercial recycling customers, partially offset by solid waste volume decreases occurring in the first two quarters of 2021 attributable primarily to COVID-19-related economic disruptions in our Northeastern markets.
EBITDA increased $36.4 million to $281.5 million, or a 22.8% EBITDA margin for 2022, from $245.1 million, or a 25.6% EBITDA margin for 2021. The decrease in our EBITDA margin was due primarily to increased third-party trucking and transportation expenses, higher labor expenses, increased diesel fuel expenses, increased corporate overhead allocations and increased travel, meetings, training and community activity expenses, and the impact of acquisitions having lower EBITDA margins than our segment average, partially offset by benefits from price-led revenue increases.
EBITDA increased $49.0 million to $245.1 million, or a 25.6% EBITDA margin for 2021, from $196.1 million, or a 23.7% EBITDA margin for 2020. The increase in our EBITDA margin was due to price-led increases in revenue, a decrease in expenses for uncollectible accounts receivable and a decrease in supplemental bonuses and other cash incentive compensation to non-management personnel, partially offset by increased diesel fuel expenses, increased medical benefits expenses, higher leachate costs, and increased 401(k) matching expenses.
Depreciation, depletion and amortization expense increased $34.0 million, to $190.5 million for 2022, from $156.5 million for 2021, due to assets acquired in acquisitions, additions to our fleet and equipment and higher depletion expense due to higher landfill development costs increasing our per ton landfill depletion rates.
Depreciation, depletion and amortization for 2021 increased $12.8 million, to $156.5 million for 2021, from $143.7 million for 2020, due to assets acquired in acquisitions, higher depreciation from additions to our fleet and equipment and higher depletion from increased landfill volumes.
48
Canada
Revenue increased $83.9 million to $940.6 million for 2022, from $856.7 million for 2021, due to price increases, contributions from acquisitions, higher commercial and roll off collection volumes, higher prices for renewable energy credits associated with the generation of landfill gas and higher prices during the first six months in the comparable periods for recyclable commodities, partially offset by a decrease in the average foreign currency exchange rate in effect during the comparable reporting periods, lower residential collection volumes due to the purposeful non-renewal of a collection contract subsequent to December 31, 2021, lower landfill volumes, lower prices for recyclable commodities during the last six months in the comparable period and the divestiture of a non-strategic operating location.
Revenue increased $146.2 million to $856.7 million for 2021, from $710.5 million for 2020, due to price increases, increased collection and disposal volumes, a higher average foreign currency exchange rate in effect during the comparable reporting periods, higher prices for renewable energy credits associated with the generation of landfill gas, higher prices for recyclable commodities and higher volumes collected from commercial recycling customers.
EBITDA increased $9.5 million to $349.4 million, or a 37.1% EBITDA margin for 2022, from $339.9 million, or a 39.7% EBITDA margin for 2021. The decrease in our EBITDA margin was due to acquisitions having EBITDA margins lower than our segment average, increased diesel fuel expenses, increased disposal expenses, increased employee benefits expenses, increased subcontracted hauling services, increased travel, meetings, training and community activity expenses, partially offset by benefits from price-led increases in revenue and the purposeful non-renewal of a collection contract.
EBITDA increased $83.8 million to $339.9 million, or a 39.7% EBITDA margin for 2021, from $256.1 million, or a 36.0% EBITDA margin for 2020. The increase in our EBITDA margin was due to price-led increases in revenue at locations owned in the comparable periods, a decrease in expenses for uncollectible accounts receivable and a decrease in supplemental bonuses and other cash incentive compensation to non-management personnel, partially offset by increased diesel fuel expenses and increased cost of recyclable commodities expenses.
Depreciation, depletion and amortization expense increased $6.9 million, to $118.4 million for 2022, from $111.5 million for 2021, due to assets acquired in acquisitions and additions to our fleet and equipment, partially offset by a decrease in depletion expense due to lower landfill disposal volumes, a decrease resulting from the divestiture of a non-strategic operating location and a decrease in the average foreign currency exchange rate in effect during the comparable reporting periods.
Depreciation, depletion and amortization for 2021 increased $8.2 million, to $111.5 million for 2021, from $103.3 million for 2020, due to a higher average foreign currency exchange rate, higher depreciation from additions to our fleet and equipment and higher depletion from increased landfill volumes, partially offset by lower amortization expense attributable to intangible assets becoming fully amortized during the current reporting period.
MidSouth
Revenue increased $138.9 million to $826.7 million for 2022, from $687.8 million for 2021, due to contributions from acquisitions, price increases and increased roll off and commercial collection volumes, partially offset by decreased residential collection volumes and lower prices for recyclable commodities.
Revenue increased $62.3 million to $687.8 million for 2021, from $625.5 million for 2020, due to price increases, contributions from acquisitions, increases in commercial and roll off collections volumes, increased disposal volumes, and higher prices for recyclable commodities during the period.
EBITDA increased $51.5 million to $235.7 million, or a 28.5% EBITDA margin for 2022, from $184.2 million, or a 26.8% EBITDA margin for 2021. The increase in our EBITDA margin was due primarily to price-led increase in revenue, acquisitions having EBITDA margins higher than our segment average, partially offset by higher diesel and natural gas fuel expenses and increased third-party trucking and transportation expenses.
49
EBITDA increased $11.6 million to $184.2 million, or a 26.8% EBITDA margin for 2021, from $172.6 million, or a 27.6% EBITDA margin for 2020. The decrease in our EBITDA margin was due to increased third-party trucking and transportation expenses, increased vehicle and equipment maintenance and repair expenses and higher diesel and compressed natural gas fuel pricing, partially offset by the impact of acquisitions having higher EBITDA margins than our segment average, lower recyclable commodity processing costs and a decrease in supplemental bonuses and other cash incentive compensation to non-management personnel.
Depreciation, depletion and amortization expense increased $15.3 million, to $112.9 million for 2022, from $97.6 million for 2021, due to assets acquired in acquisitions, additions to our fleet and equipment and higher depletion expense due to higher landfill development costs increasing our per ton landfill depletion rates.
Depreciation, depletion and amortization for 2021 increased $3.4 million, to $97.6 million for 2021, from $94.2 million for 2020, due to assets acquired in acquisitions, additions to our fleet and equipment and higher depletion expense due to higher landfill development costs increasing our per ton landfill depletion rates and higher volumes.
Corporate
EBITDA decreased $5.4 million, to a loss of $25.0 million for 2022, from a loss of $19.6 million for 2021. The decrease was due to increased travel, meetings, training and community activity expenses, increased direct acquisition expenses, increased employee payroll expense, increased software license fees and the payment of supplemental bonuses to non-management employees to provide financial assistance associated with the impact of the COVID-19 pandemic, partially offset by decreased equity-based compensation expenses, decreased deferred compensation expenses, decreased cash incentive compensation expense to our management and decreased allocations of corporate overhead expenses to our segments.
EBITDA decreased $4.3 million, to a loss of $19.6 million for 2021, from a loss of $15.3 million for 2020. The decrease was due to increased equity-based compensation expenses, increased travel, meeting, training and community activity expenses, increased direct acquisition expenses, increased legal expenses, increased employee payroll and relocation expenses and increased deferred compensation expenses, partially offset by increased allocations of corporate overhead expenses to our segments.
Liquidity and Capital Resources
The following table sets forth certain cash flow information for the years ended December 31, 2022 and 2021 (in thousands of U.S. dollars):
|
|
|
2022 |
|
2021 |
||
Net cash provided by operating activities |
|
|
$ |
2,022,492 |
|
$ |
1,698,229 |
Net cash used in investing activities |
|
|
|
(3,087,171) |
|
|
(1,693,482) |
Net cash provided by (used in) financing activities |
|
|
|
1,028,463 |
|
|
(499,496) |
Effect of exchange rate changes on cash, cash equivalents and restricted cash |
|
|
|
(2,035) |
|
|
(25) |
Net decrease in cash, cash equivalents and restricted cash |
|
|
|
(38,251) |
|
|
(494,774) |
Cash, cash equivalents and restricted cash at beginning of year |
|
|
|
219,615 |
|
|
714,389 |
Cash, cash equivalents and restricted cash at end of year |
|
|
$ |
181,364 |
|
$ |
219,615 |
50
Operating Activities Cash Flows
For the year ended December 31, 2022, net cash provided by operating activities was $2.022 billion. For the year ended December 31, 2021, net cash provided by operating activities was $1.698 billion. The $324.4 million increase was due primarily to the following:
| 1) | Increase in earnings — Our increase in net cash provided by operating activities was favorably impacted by $192.1 million from an increase in net income, excluding depreciation, amortization of intangibles, share-based compensation, adjustments to and payments of contingent consideration recorded in earnings and loss on disposal of assets, impairments and early extinguishment of debt, due primarily to price increases, earnings from acquisitions, earnings generated from an increase in landfill gas revenues and renewable energy credits and an increase in earnings at our E&P waste operations. |
| 2) | Accounts payable and accrued liabilities — Our increase in net cash provided by operating activities was favorably impacted by $94.2 million from accounts payable and accrued liabilities as changes in accounts payable and accrued liabilities resulted in an increase to operating cash flows of $164.8 million for the year ended December 31, 2022, compared to an increase to operating cash flows of $70.6 million for the year ended December 31, 2021. The increase for the year ended December 31, 2022 was due primarily to increases in operating expenses during the period which remained as outstanding obligations at December 31, 2022, the timing of processing year-end payments to vendors for capital expenditures and increased accrued interest due to the timing of interest payments for our senior unsecured notes issued subsequent to December 31, 2021, partially offset by the payment of deferred payroll taxes. The increase for the year ended December 31, 2021 was due primarily to increases in operating expenses during the period which remained as outstanding obligations at December 31, 2021. |
| 3) | Deferred income taxes — Our increase in net cash provided by operating activities was favorably impacted by $75.8 million from deferred income taxes as changes in deferred income taxes resulted in an increase to operating cash flows of $93.5 million for the year ended December 31, 2022, compared to an increase to operating cash flows of $17.7 million for the year ended December 31, 2021. The increase for the year ended December 31, 2022 was primarily attributable to tax benefits resulting from the divestiture of certain non-strategic E&P disposal operating locations. The increase in deferred taxes for the year ended December 31, 2021 was primarily due to accelerated tax depreciation from vehicles, equipment and containers. |
| 4) | Deferred revenue — Our increase in net cash provided by operating activities was favorably impacted by $10.5 million from deferred revenue as changes in deferred revenue resulted in an increase to operating cash flows of $42.2 million for the year ended December 31, 2022, compared to an increase to operating cash flows of $31.7 million for the year ended December 31, 2021. For both comparative periods, deferred revenue increased due to price increases on our advanced billed residential and commercial collection services. |
| 5) | Prepaid expenses – Our increase in net cash provided by operating activities was favorably impacted by $7.5 million from prepaid expenses as changes in prepaid expenses resulted in a decrease to operating cash flows of $0.7 million for the year ended December 31, 2022, compared to a decrease to operating cash flows of $8.2 million for the year ended December 31, 2021. The decrease for the year ended December 31, 2022 was due primarily to increases from payments of annual insurance premiums, payments of annual information system licenses and higher parts and fuel inventory, partially offset by a decrease in prepaid income tax payments. The decrease for the year ended December 31, 2021 was due primarily to increases in prepaid income tax payments and prepaid vendor payments. |
| 6) | Accounts receivable – Our increase in net cash provided by operating activities was unfavorably impacted by $45.9 million from accounts receivable as changes in accounts receivable resulted in a decrease to operating cash flows of $100.5 million for the year ended December 31, 2022, compared to a decrease to operating cash flows of $54.7 million for the year ended December 31, 2021. The decrease for the years ended December 31, 2022 and 2021 was due to increases in revenues, which remained as outstanding receivables at year end. |
| 7) | Other long-term liabilities – Our increase in net cash provided by operating activities was unfavorably impacted by $14.7 million from other long-term liabilities as changes in other long-term liabilities resulted in a decrease to operating cash flows of $14.0 million for the year ended December 31, 2022, compared to an increase to operating cash flows of $0.7 million for the year ended December 31, 2021. The decrease for the year ended December 31, 2022 was due primarily to decreased employee deferred compensation liabilities at year end. |
51
As of December 31, 2022, we had a working capital deficit of $395.0 million, including cash and equivalents of $78.6 million. Our working capital decreased $195.0 million from a working capital deficit of $200.0 million at December 31, 2021 including cash and equivalents of $147.4 million, due primarily to a decrease in cash balances and increases in accounts payable and deferred revenue, partially offset by increased accounts receivable, increased inventory balances, and higher prepaid expenses. To date, we have experienced no loss or lack of access to our cash and equivalents; however, we can provide no assurances that access to our cash and equivalents will not be impacted by adverse conditions in the financial markets. Our strategy in managing our working capital is generally to apply the cash generated from our operations that remains after satisfying our working capital and capital expenditure requirements, along with share repurchase and dividend programs, to reduce the unhedged portion of our indebtedness under our Credit Agreement and to minimize our cash balances.
Investing Activities Cash Flows
Net cash used in investing activities increased $1.394 billion to $3.087 billion for the year ended December 31, 2022, from $1.693 billion for the year ended December 31, 2021. The significant components of the increase included the following:
| 1) | An increase in cash paid for acquisitions of $1.246 billion; |
| 2) | An increase in capital expenditures at operations owned in the comparable periods of $103.5 million due to increases in land and buildings and landfill site costs; and |
| 3) | An increase in capital expenditures at operations acquired during the comparative periods of $64.9 million due to expenditures for landfill site costs, trucks, equipment and containers; less |
| 4) | A decrease in cash paid for investments in noncontrolling interests of $25.0 million resulting from a 2021 expenditure that did not reoccur in 2022; and |
| 5) | A decrease in proceeds from disposal of assets of $12.1 million due to lower disposal of non-strategic assets to provide funding toward new capital expenditures. |
Financing Activities Cash Flows
Net cash provided by financing activities increased $1.528 billion to $1.028 billion for the year ended December 31, 2022, from net cash used in financing activities of $499.5 million for the year ended December 31, 2021. The significant components of the increase included the following:
| 1) | An increase from the net change in long-term borrowings of $1.522 billion in which long-term borrowings increased $1.745 billion during the year ended December 31, 2022 and increased $222.2 million during the year ended December 31, 2021; and |
| 2) | An increase from premiums paid on early extinguishment of debt of $110.6 million resulting from the repayment in September 2021 of all of our outstanding senior notes under our master note purchase agreements; less |
| 3) | A decrease from higher payments to repurchase our common shares of $86.0 million due to an increased volume of shares repurchased; and |
| 4) | A decrease from higher cash dividends paid of $22.8 million due primarily to an increase in our average quarterly dividend rate for the year ended December 31, 2022 to $0.236 per share, from $0.211 per share for the year ended December 31, 2021. |
On July 26, 2022, our Board of Directors approved, subject to receipt of regulatory approvals, the annual renewal of our normal course issuer bid, or the NCIB, to purchase up to 12,859,066 of our common shares during the period of August 10, 2022 to August 9, 2023 or until such earlier time as the NCIB is completed or terminated at our option. Shareholders may obtain a copy of our TSX Form 12 – Notice of Intention to Make a Normal Course Issuer Bid, without charge, by request directed to our Executive Vice President and Chief Financial Officer at (832) 442-2200. The timing and amounts of any repurchases pursuant to the NCIB will depend on many factors, including our capital structure, the market price of our common shares and overall market conditions. All common shares purchased under the NCIB will be immediately cancelled following their repurchase. Information regarding our NCIB plan can be found under the section Normal Course Issuer Bid in Note 14, “Shareholders’ Equity,” of our consolidated financial statements included in Item 8 of this Annual Report on Form 10-K and is incorporated herein by reference.
52
The Board of Directors of the Company authorized the initiation of a quarterly cash dividend in October 2010 and has increased it on an annual basis. In November 2022, we announced that our Board of Directors increased our regular quarterly cash dividend by $0.025, from $0.230 to $0.255 per share. Cash dividends of $243.0 million and $220.2 million were paid during the years ended December 31, 2022 and 2021, respectively. We cannot assure as to the amounts or timing of future dividends.
We made $882.0 million in capital expenditures for property and equipment, net of proceeds from disposal of assets, during the year ended December 31, 2022, and we expect to make total capital expenditures for property and equipment of $895 million in 2023, net of proceeds from disposal of assets. We intend to fund our planned 2023 capital expenditures principally through cash on hand, internally generated funds and borrowings under our Credit Agreement. In addition, we may make substantial additional capital expenditures in acquiring land and solid waste businesses. If we acquire additional landfill disposal facilities, we may also have to make significant expenditures to bring them into compliance with applicable regulatory requirements, obtain permits or expand our available disposal capacity. We cannot currently determine the amount of these expenditures because they will depend on the number, nature, condition and permitted status of any acquired landfill disposal facilities. We believe that our cash and equivalents, Credit Agreement and the funds we expect to generate from operations will provide adequate cash to fund our working capital and other cash needs for the foreseeable future. However, disruptions in the capital and credit markets could adversely affect our ability to draw on our Credit Agreement or raise other capital. Our access to funds under the Credit Agreement is dependent on the ability of the banks that are parties to the agreement to meet their funding commitments. Those banks may not be able to meet their funding commitments if they experience shortages of capital and liquidity or if they experience excessive volumes of borrowing requests within a short period of time.
We have a revolving credit and term loan agreement (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) with Bank of America, N.A., acting through its Canada Branch, as the global agent, the swing line lender and a letter of credit issuer, Bank of America, N.A., as the U.S. Agent and a letter of credit issuer, the other lenders named therein (the “Lenders”) and any other financial institutions from time to time party thereto. There are no subsidiary guarantors under the Credit Agreement. The Credit Agreement has a scheduled maturity date of July 30, 2026, which may be extended further upon agreement by Lenders holding at least 50% of the commitments and credit extensions outstanding, with respect to their respective commitments and credit extensions outstanding. Any Lender that does not agree to an extension of the maturity date shall not be so extended with respect to their commitments and credit extensions.
As of December 31, 2022, $650.0 million under the term loan and $614.7 million under the revolving credit facility were outstanding under the Credit Agreement, exclusive of outstanding standby letters of credit of $41.8 million. We also had $85.3 million of letters of credit issued and outstanding at December 31, 2022 under a facility other than the Credit Agreement. We did not have any amounts outstanding under our master note purchase agreements.
Pursuant to the terms and conditions of a Master Note Purchase Agreement dated as of June 1, 2016 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “2016 NPA”) between us and certain accredited institutional investors, we issued senior unsecured notes (the “2016 Private Placement Notes”) consisting of (i) $150.0 million of senior notes due June 1, 2021 (the “June 2021 Private Placement Notes”), (ii) $200.0 million of senior notes due June 1, 2023, (iii) $150.0 million of senior notes due April 20, 2024, (iv) $400.0 million of senior notes due June 1, 2026 and (v) $250.0 million of senior notes due April 20, 2027.
Pursuant to the terms and conditions of a Master Note Purchase Agreement dated as of July 15, 2008 (as amended, restated, amended and restated, assumed, supplemented or otherwise modified from time to time, the “2008 NPA”) between us and certain accredited institutional investors, we issued senior unsecured notes (the “2008 Private Placement Notes” and together with the 2016 Private Placement Notes, the “Private Placement Notes”) consisting of (i) $100.0 million of senior notes due April 1, 2021 (the “April 2021 Private Placement Notes” and together with the June 2021 Private Placement Notes, the “2021 Private Placement Notes”), (ii) $125.0 million of senior notes due August 20, 2022 and (iii) $375.0 million of senior notes due August 20, 2025.
We repaid at maturity the 2021 Private Placement Notes and repaid the other Private Placement Notes in connection with the Offering (defined below) in September 2021.
53
On November 16, 2018, we completed an underwritten public offering of $500.0 million aggregate principal amount of our 4.25% Senior Notes due December 1, 2028 (the “2028 Senior Notes”). The 2028 Senior Notes were issued under the Indenture, dated as of November 16, 2018 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Indenture”), by and between the Company and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented through the First Supplemental Indenture, dated as of November 16, 2018.
On April 16, 2019, we completed an underwritten public offering of $500.0 million aggregate principal amount of our 3.50% Senior Notes due May 1, 2029 (the “2029 Senior Notes”). The 2029 Senior Notes were issued under the Indenture, as supplemented through the Second Supplemental Indenture, dated as of April 16, 2019.
On January 23, 2020, we completed an underwritten public offering of $600.0 million aggregate principal amount of 2.60% Senior Notes due February 1, 2030 (the “2030 Senior Notes”). The 2030 Senior Notes were issued under the Indenture, as supplemented through the Third Supplemental Indenture, dated as of January 23, 2020.
On March 13, 2020, we completed an underwritten public offering of $500.0 million aggregate principal amount of 3.05% Senior Notes due April 1, 2050 (the “2050 Senior Notes”). The 2050 Senior Notes were issued under the Indenture, as supplemented through the Fourth Supplemental Indenture, dated as of March 13, 2020.
On September 20, 2021, we completed an underwritten public offering (the “Offering”) of $650.0 million aggregate principal amount of 2.20% Senior Notes due January 15, 2032 (the “2032 Senior Notes”) and $850.0 million aggregate principal amount of 2.95% Senior Notes due January 15, 2052 (the “2052 Senior Notes”). The 2032 Senior Notes and the 2052 Senior Notes were issued under the Indenture, as supplemented through the Fifth Supplemental Indenture, dated as of September 20, 2021.
In connection with the Offering, we exercised our right to repay the $1.500 billion of Private Placement Notes then outstanding governed by the 2008 NPA and the 2016 NPA. We repaid the Private Placement Notes then outstanding, including the $110.6 million make-whole premium, with the net proceeds from the Offering and borrowings under the revolving credit facility provided under our Credit Agreement. We recorded $115.3 million to Loss on early extinguishment of debt during the year ended December 31, 2021 due to the repayment of the Private Placement Notes and associated make-whole premium and related fees.
On March 9, 2022, we completed an underwritten public offering of $500.0 million aggregate principal amount of 3.20% Senior Notes due June 1, 2032 (the “New 2032 Senior Notes”). The New 2032 Senior Notes were issued under the Indenture, as supplemented through the Sixth Supplemental Indenture, dated as of March 9, 2022.
On August 18, 2022, we completed an underwritten public offering of $750.0 million aggregate principal amount of 4.20% Senior Notes due January 15, 2033 (the “2033 Senior Notes” and, together with the 2028 Senior Notes, the 2029 Senior Notes, the 2030 Senior Notes, the 2032 Senior Notes, the New 2032 Senior Notes, the 2050 Senior Notes and the 2052 Senior Notes, the “Senior Notes”). The 2033 Senior Notes were issued under the Indenture, as supplemented through the Seventh Supplemental Indenture, dated as of August 18, 2022.
We pay interest on the Senior Notes semi-annually in arrears. The Senior Notes are our senior unsecured obligations, ranking equally in right of payment with our existing and future unsubordinated debt and senior to any of our future subordinated debt. The Senior Notes are not guaranteed by any of our subsidiaries.
On October 31, 2022, we, as borrower, Bank of America, N.A., as administrative agent, and the other lenders from time to time party thereto (the “New TL Lenders”) entered into that certain Term Loan Agreement (as amended, restated, supplemented or otherwise modified from time to time, the “Term Loan Agreement”), pursuant to which the New TL Lenders made loans to us in an aggregate stated principal amount of $800.0 million. We used substantially all of the proceeds of borrowings under the Term Loan Agreement to repay revolving borrowings under the Credit Agreement. Amounts borrowed under the Term Loan Agreement and repaid or prepaid may not be reborrowed. The Term Loan Agreement has a scheduled maturity date of July 30, 2026.
54
See Note 11 to the consolidated financial statements included in Item 8 of this Annual Report on Form 10-K for further details on the debt agreements.
Contractual Obligations
As of December 31, 2022, we had the following contractual obligations:
|
|
Payments Due by Period |
|||||||||||||
|
|
(amounts in thousands of U.S. dollars) |
|||||||||||||
|
|
|
|
Less Than |
|
1 to 3 |
|
|
|
|
Over 5 |
||||
Recorded Obligations |
|
Total |
|
1 Year |
|
Years |
|
3 to 5 Years |
|
Years |
|||||
Long-term debt |
|
$ |
6,963,401 |
|
$ |
6,759 |
|
$ |
17,748 |
|
$ |
2,076,331 |
|
$ |
4,862,563 |
Cash interest payments |
|
$ |
2,516,432 |
|
$ |
256,586 |
|
$ |
523,604 |
|
$ |
379,935 |
|
$ |
1,356,307 |
Contingent consideration |
|
$ |
98,781 |
|
$ |
60,092 |
|
$ |
3,224 |
|
$ |
3,224 |
|
$ |
32,241 |
Operating leases |
|
$ |
230,784 |
|
$ |
40,499 |
|
$ |
59,390 |
|
$ |
41,845 |
|
$ |
89,050 |
Final capping, closure and post-closure |
|
$ |
1,627,130 |
|
$ |
11,926 |
|
$ |
36,925 |
|
$ |
12,945 |
|
$ |
1,565,334 |
Long-term debt payments include:
| 1) | $614.7 million in principal payments due July 2026 related to our revolving credit facility under our Credit Agreement. Advances are available under the Credit Agreement in U.S. dollars and Canadian dollars and bear interest at fluctuating rates (See Note 11). At December 31, 2022, $391.0 million of the outstanding borrowings drawn under the revolving credit facility were in U.S. Term SOFR rate loans, bearing interest at a total rate of 5.42% on such date. At December 31, 2022, $223.7 million of the outstanding borrowings drawn under the revolving credit facility were in Canadian-based bankers’ acceptances, bearing interest at a total rate of 5.74% on such date. |
| 2) | $650.0 million in principal payments due July 2026 related to our term loan under our Credit Agreement. Outstanding amounts on the term loan can be either base rate loans or Term SOFR loans. At December 31, 2022, all amounts outstanding under the term loan were in Term SOFR loans which bear interest at the Term SOFR rate plus the applicable margin (for a total rate of 5.42% on such date). |
| 3) | $800.0 million in principal payments due July 2026 related to our term loan under our Term Loan Agreement. Outstanding amounts on the term loan can be either base rate loans or Term SOFR loans. At December 31, 2022, all amounts outstanding under the term loan were in Term SOFR loans which bear interest at the Term SOFR rate plus the applicable margin (for a total rate of 5.42% on such date). |
| 4) | $500.0 million in principal payments due 2028 related to our 2028 Senior Notes. The 2028 Senior Notes bear interest at a rate of 4.25%. |
| 5) | $500.0 million in principal payments due 2029 related to our 2029 Senior Notes. The 2029 Senior Notes bear interest at a rate of 3.50%. |
| 6) | $600.0 million in principal payments due 2030 related to our 2030 Senior Notes. The 2030 Senior Notes bear interest at a rate of 2.60%. |
| 7) | $650.0 million in principal payments due 2032 related to our 2032 Senior Notes. The 2032 Senior Notes bear interest at a rate of 2.20%. |
| 8) | $500.0 million in principal payments due 2032 related to our New 2032 Senior Notes. The New 2032 Senior Notes bear interest at a rate of 3.20%. |
| 9) | $750.0 million in principal payments due 2033 related to our 2033 Senior Notes. The 2033 Senior Notes bear interest at a rate of 4.20%. |
55
| 10) | $500.0 million in principal payments due 2050 related to our 2050 Senior Notes. The 2050 Senior Notes bear interest at a rate of 3.05%. |
| 11) | $850.0 million in principal payments due 2052 related to our 2052 Senior Notes. The 2052 Senior Notes bear interest at a rate of 2.95%. |
| 12) | $37.2 million in principal payments related to our notes payable to sellers and other third parties. Our notes payable to sellers and other third parties bear interest at rates between 2.42% and 10.35% at December 31, 2022, and have maturity dates ranging from 2024 to 2036. |
| 13) | $11.5 million in principal payments related to our financing leases. Our financing leases bear interest at rates between 1.89% and 2.16% at December 31, 2022, and have expiration dates ranging from 2026 to 2027. |
The following assumptions were made in calculating cash interest payments:
| 1) | We calculated cash interest payments on the Credit Agreement using the Term SOFR rate plus the applicable Term SOFR margin, the base rate plus the applicable base rate margin, the Canadian Dollar Offered Rate plus the applicable acceptance fee and the Canadian prime rate plus the applicable prime rate margin at December 31, 2022. We assumed the Credit Agreement is paid off when it matures in July 2026. |
| 2) | We calculated cash interest payments on the Term Loan Agreement using the Term SOFR rate plus the applicable Term SOFR margin at December 31, 2022. We assumed the Term Loan Agreement is paid off when it matures in July 2026. |
| 3) | We calculated cash interest payments on our interest rate swaps using the stated interest rate in the swap agreement less the Term SOFR rate through the earlier expiration of the term of the swaps or the term of the credit facility. |
Contingent consideration payments include $81.4 million recorded as liabilities in our consolidated financial statements at December 31, 2022, and $17.4 million of future interest accretion on the recorded obligations.
We are party to operating lease agreements and finance leases as discussed in Note 7 to the consolidated financial statements included in Item 8 of this Annual Report on Form 10-K. These lease agreements are established in the ordinary course of our business and are designed to provide us with access to facilities and equipment at competitive, market-driven prices.
The estimated final capping, closure and post-closure expenditures presented above are in current dollars.
|
|
Amount of Commitment Expiration Per Period |
|||||||||||||
|
|
(amounts in thousands of U.S. dollars) |
|||||||||||||
|
|
|
|
|
Less Than |
|
1 to 3 |
|
3 to 5 |
|
Over 5 |
||||
Unrecorded Obligations(1) |
|
Total |
|
1 Year |
|
Years |
|
Years |
|
Years |
|||||
Unconditional purchase obligations |
|
$ |
184,918 |
|
$ |
149,858 |
|
$ |
35,060 |
|
$ |
— |
|
$ |
— |
| (1) | We are party to unconditional purchase obligations as discussed in Note 13 to the consolidated financial statements included in Item 8 of this Annual Report on Form 10-K. These purchase obligations are established in the ordinary course of our business and are designed to provide us with access to products at competitive, market-driven prices. At December 31, 2022, our unconditional purchase obligations consisted of multiple fixed-price fuel purchase contracts under which we have 57.9 million gallons remaining to be purchased for a total of $184.9 million. The current fuel purchase contracts expire on or before December 31, 2024. These arrangements have not materially affected our financial position, results of operations or liquidity during the year ended December 31, 2022, nor are they expected to have a material impact on our future financial position, results of operations or liquidity. |
56
We have obtained standby letters of credit as discussed in Note 11 to the consolidated financial statements included in Item 8 of this Annual Report on Form 10-K and financial surety bonds as discussed in Note 13 to the consolidated financial statements included in Item 8 of this Annual Report on Form 10-K. These standby letters of credit and financial surety bonds are generally obtained to support our financial assurance needs and landfill and E&P waste operations. These arrangements have not materially affected our financial position, results of operations or liquidity during the year ended December 31, 2022, nor are they expected to have a material impact on our future financial position, results of operations or liquidity.
From time to time, we evaluate our existing operations and their strategic importance to us. If we determine that a given operating unit does not have future strategic importance, we may sell or otherwise dispose of those operations. Although we believe our reporting units would not be impaired by such dispositions, we could incur losses on them.
New Accounting Pronouncements
See Note 2 to the consolidated financial statements included in Item 8 of this Annual Report on Form 10-K for a description of the new accounting standards that are applicable to us.
Non-GAAP Financial Measures
Adjusted Free Cash Flow
We present adjusted free cash flow, a non-GAAP financial measure, supplementally because it is widely used by investors as a valuation and liquidity measure in the solid waste industry. Management uses adjusted free cash flow as one of the principal measures to evaluate and monitor the ongoing financial performance of our operations. We define adjusted free cash flow as net cash provided by operating activities, plus or minus change in book overdraft, plus proceeds from disposal of assets, less capital expenditures for property and equipment and distributions to noncontrolling interests. We further adjust this calculation to exclude the effects of items management believes impact the ability to assess the operating performance of our business. This measure is not a substitute for, and should be used in conjunction with, GAAP liquidity or financial measures. Other companies may calculate adjusted free cash flow differently. Our adjusted free cash flow for the years ended December 31, 2022, 2021 and 2020, are calculated as follows (amounts in thousands of U.S. dollars):
|
|
Years Ended December 31, |
|||||||
|
|
2022 |
|
2021 |
|
2020 |
|||
Net cash provided by operating activities |
|
$ |
2,022,492 |
|
$ |
1,698,229 |
|
$ |
1,408,521 |
Plus (less): Change in book overdraft |
|
|
(1,076) |
|
|
(367) |
|
|
1,096 |
Plus: Proceeds from disposal of assets |
|
|
30,676 |
|
|
42,768 |
|
|
19,084 |
Less: Capital expenditures for property and equipment |
|
|
(912,677) |
|
|
(744,315) |
|
|
(597,053) |
Adjustments: |
|
|
|
|
|
|
|
|
|
Payment of contingent consideration recorded in earnings (a) |
|
|
2,982 |
|
|
520 |
|
|
10,371 |
Cash received for divestitures (b) |
|
|
(5,671) |
|
|
(17,118) |
|
|
(10,673) |
Transaction-related expenses (c) |
|
|
30,825 |
|
|
30,771 |
|
|
9,803 |
Pre-existing Progressive Waste share-based grants (d) |
|
|
286 |
|
|
397 |
|
|
5,770 |
Tax effect (e) |
|
|
(2,993) |
|
|
(1,287) |
|
|
(5,021) |
Adjusted free cash flow |
|
$ |
1,164,844 |
|
$ |
1,009,598 |
|
$ |
841,898 |
(a) |
Reflects the addback of acquisition-related payments for contingent consideration that were recorded as expenses in earnings and as a component of cash flows from operating activities as the amounts paid exceeded the fair value of the contingent consideration recorded at the acquisition date. |
(b)Reflects the elimination of cash received in conjunction with the divestiture of certain operations.
(c)Reflects the addback of acquisition-related transaction costs and the settlement of an acquired tax liability.
(d) |
Reflects the cash settlement of pre-existing Progressive Waste share-based awards during the period. |
(e)The aggregate tax effect of footnotes (a) through (d) is calculated based on the applied tax rates for the respective periods.
57
Adjusted EBITDA
We present adjusted EBITDA, a non-GAAP financial measure, supplementally because it is widely used by investors as a performance and valuation measure in the solid waste industry. Management uses adjusted EBITDA as one of the principal measures to evaluate and monitor the ongoing financial performance of our operations. We define adjusted EBITDA as net income attributable to Waste Connections, plus or minus net income (loss) attributable to noncontrolling interests, plus income tax provision, plus interest expense, less interest income, plus depreciation and amortization expense, plus closure and post-closure accretion expense, plus or minus any loss or gain on impairments and other operating items, plus other expense, less other income, plus loss on early extinguishment of debt. We further adjust this calculation to exclude the effects of other items management believes impact the ability to assess the operating performance of our business. This measure is not a substitute for, and should be used in conjunction with, GAAP financial measures. Other companies may calculate adjusted EBITDA differently. Our adjusted EBITDA for the years ended December 31, 2022, 2021 and 2020, are calculated as follows (amounts in thousands of U.S. dollars):
|
|
Years Ended December 31, |
|||||||
|
|
2022 |
|
2021 |
|
2020 |
|||
Net income attributable to Waste Connections |
|
$ |
835,662 |
|
$ |
618,047 |
|
$ |
204,677 |
Plus (less): Net income (loss) attributable to noncontrolling interests |
|
|
339 |
|
|
442 |
|
|
(685) |
Plus: Income tax provision |
|
|
212,962 |
|
|
152,253 |
|
|
49,922 |
Plus: Interest expense |
|
|
202,331 |
|
|
162,796 |
|
|
162,375 |
Less: Interest income |
|
|
(5,950) |
|
|
(2,916) |
|
|
(5,253) |
Plus: Depreciation and amortization |
|
|
918,960 |
|
|
813,009 |
|
|
752,404 |
Plus: Closure and post-closure accretion |
|
|
16,253 |
|
|
14,497 |
|
|
15,095 |
Plus: Impairments and other operating items |
|
|
18,230 |
|
|
32,316 |
|
|
466,718 |
Plus (less): Other expense (income), net |
|
|
(3,154) |
|
|
(6,285) |
|
|
1,392 |
Plus: Loss on early extinguishment of debt |
|
|
— |
|
|
115,288 |
|
|
— |
Adjustments: |
|
|
|
|
|
|
|
|
|
Plus: Transaction-related expenses (a) |
|
|
24,933 |
|
|
11,318 |
|
|
9,803 |
Plus: Fair value changes to equity awards (b) |
|
|
86 |
|
|
8,393 |
|
|
5,536 |
Adjusted EBITDA |
|
$ |
2,220,652 |
|
$ |
1,919,158 |
|
$ |
1,661,984 |
(a)Reflects the addback of acquisition-related transaction costs.
(b)Reflects fair value accounting changes associated with certain equity awards.
58
Adjusted Net Income Attributable to Waste Connections and Adjusted Net Income per Diluted Share Attributable to Waste Connections
We present adjusted net income attributable to Waste Connections and adjusted net income per diluted share attributable to Waste Connections, both non-GAAP financial measures, supplementally because they are widely used by investors as a valuation measure in the solid waste industry. Management uses adjusted net income attributable to Waste Connections and adjusted net income per diluted share attributable to Waste Connections as one of the principal measures to evaluate and monitor the ongoing financial performance of our operations. We provide adjusted net income attributable to Waste Connections to exclude the effects of items management believes impact the comparability of operating results between periods. Adjusted net income attributable to Waste Connections has limitations due to the fact that it excludes items that have an impact on our financial condition and results of operations. Adjusted net income attributable to Waste Connections and adjusted net income per diluted share attributable to Waste Connections are not a substitute for, and should be used in conjunction with, GAAP financial measures. Other companies may calculate these non-GAAP financial measures differently. Our adjusted net income attributable to Waste Connections and adjusted net income per diluted share attributable to Waste Connections for the years ended December 31, 2022, 2021 and 2020, are calculated as follows (amounts in thousands of U.S. dollars, except per share amounts):
|
|
Years Ended December 31, |
|||||||
|
|
2022 |
|
2021 |
|
2020 |
|||
Reported net income attributable to Waste Connections |
|
$ |
835,662 |
|
$ |
618,047 |
|
$ |
204,677 |
Adjustments: |
|
|
|
|
|
|
|
|
|
Amortization of intangibles (a) |
|
|
155,675 |
|
|
139,279 |
|
|
131,302 |
Impairments and other operating items (b) |
|
|
18,230 |
|
|
32,316 |
|
|
466,718 |
Transaction-related expenses (c) |
|
|
24,933 |
|
|
11,318 |
|
|
9,803 |
Fair value changes to equity awards (d) |
|
|
86 |
|
|
8,393 |
|
|
5,536 |
Loss on early extinguishment of debt (e) |
|
|
— |
|
|
115,288 |
|
|
— |
Tax effect (f) |
|
|
(49,312) |
|
|
(78,041) |
|
|
(153,758) |
Tax items (g) |
|
|
— |
|
|
— |
|
|
31,508 |
Adjusted net income attributable to Waste Connections |
|
$ |
985,274 |
|
$ |
846,600 |
|
$ |
695,786 |
|
|
|
|
|
|
|
|
|
|
Diluted earnings per common share attributable to Waste Connections’ common shareholders: |
|
|
|
|
|
|
|
|
|
Reported net income |
|
$ |
3.24 |
|
$ |
2.36 |
|
$ |
0.78 |
Adjusted net income |
|
$ |
3.82 |
|
$ |
3.23 |
|
$ |
2.64 |
(a) |
Reflects the elimination of the non-cash amortization of acquisition-related intangible assets. |
(b) |
Reflects adjustments for impairments and other operating items. |
(c) |
Reflects the addback of acquisition-related transaction costs. |
(d) |
Reflects fair value accounting changes associated with certain equity awards. |
(e) |
Reflects the make-whole premium and related fees associated with the early termination of $1.5 billion in senior notes. |
(f) |
The aggregate tax effect of the adjustments in footnotes (a) through (e) is calculated based on the applied tax rates for the respective periods. |
(g) |
In 2020, reflects the impact of a portion of our 2019 inter-entity payments no longer being deductible for tax purposes due to the finalization of tax regulations on April 7, 2020 under Internal Revenue Code Section 267A and an increase in deferred tax liabilities resulting from the E&P impairment. |
Leverage Ratio
The Leverage Ratio is calculated by dividing our Consolidated Total Funded Debt by Consolidated EBITDA (each as defined substantially identically in our Credit Agreement and Term Loan Agreement). The Leverage Ratio is based on EBITDA, a non-GAAP financial measure. We present this ratio because it is used for the purposes of calculating financial covenants under our Credit Agreement and Term Loan Agreement. Management also uses this ratio as one of the principal measures to evaluate and monitor the indebtedness of the Company relative to its ability to generate income to service such debt. The Leverage Ratio is not a substitute for, and should be used in conjunction with, GAAP financial ratios. Other companies may calculate leverage ratios differently.
59
Inflation
In the current environment, we have seen inflationary pressures resulting from higher fuel, materials and labor costs in certain markets and higher resulting third-party costs in areas such as brokerage, repairs and construction. Consistent with industry practice, many of our contracts allow us to pass through certain costs to our customers, including increases in landfill tipping fees and, in some cases, fuel costs. To the extent that there are decreases in fuel costs, in some cases, a portion of these reductions are passed through to customers in the form of lower fuel and material surcharges. Therefore, we believe that we should be able to increase prices to offset many cost increases that result from inflation in the ordinary course of business. However, competitive pressures or delays in the timing of rate increases under certain of our contracts may require us to absorb at least part of these cost increases, especially if cost increases exceed the average rate of inflation. Management’s estimates associated with inflation have an impact on our accounting for landfill liabilities.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
In the normal course of business, we are exposed to market risk, including changes in interest rates, prices of certain commodities and foreign currency exchange rate risks. We use hedge agreements to manage a portion of our risks related to interest rates. While we are exposed to credit risk in the event of non-performance by counterparties to our hedge agreements, in all cases such counterparties are highly rated financial institutions and we do not anticipate non-performance under current market conditions. We do not hold or issue derivative financial instruments for trading purposes. We monitor our hedge positions by regularly evaluating the positions at market and by performing sensitivity analyses over the unhedged variable rate debt positions.
At December 31, 2022, our derivative instruments included five interest rate swap agreements that effectively fix the interest rate on the applicable notional amounts of our variable rate debt as follows (dollars in thousands of U.S. dollars):
|
|
|
|
|
Fixed |
|
Variable |
|
|
|
|
|
|
Notional |
|
Interest |
|
Interest Rate |
|
|
|
|
|
Date Entered (b) |
|
Amount |
|
Rate Paid(a) |
|
Received |
|
Effective Date |
|
Expiration Date |
|
August 2017 |
|
$ |
200,000 |
|
2.1230 |
% |
1-month Term SOFR |
|
November 2022 |
|
October 2025 |
August 2017 |
|
$ |
150,000 |
|
1.7720 |
% |
1-month Term SOFR |
|
November 2022 |
|
February 2023 |
June 2018 |
|
$ |
200,000 |
|
2.8480 |
% |
1-month Term SOFR |
|
November 2022 |
|
October 2025 |
June 2018 |
|
$ |
200,000 |
|
2.8284 |
% |
1-month Term SOFR |
|
November 2022 |
|
October 2025 |
December 2018 |
|
$ |
200,000 |
|
2.7715 |
% |
1-month Term SOFR |
|
November 2022 |
|
July 2027 |
| (a) | Plus applicable margin. |
| (b) | In October 2022, we amended the reference rate in all of our outstanding interest rate swap contracts to replace One-Month LIBOR with One-Month Term SOFR and certain credit spread adjustments. We did not record any gains or losses upon the conversion of the reference rates in these interest rate swap contracts, and we believe these amendments will not have a material impact on our consolidated financial statements. |
On September 28, 2020, we terminated four of our interest rate swaps with notional amounts totaling $400.0 million, which would have expired in January 2021. As a result of terminating these interest rate swaps, we made total cash payments of $0.9 million to the counterparties of the swap agreements.
Under derivatives and hedging guidance, the interest rate swap agreements are considered cash flow hedges for a portion of our variable rate debt, and we apply hedge accounting to account for these instruments. The notional amounts and all other significant terms of the swap agreements are matched to the provisions and terms of the variable rate debt being hedged.
We have performed sensitivity analyses to determine how market rate changes will affect the fair value of our unhedged floating rate debt. Such an analysis is inherently limited in that it reflects a singular, hypothetical set of assumptions. Actual market movements may vary significantly from our assumptions. Fair value sensitivity is not necessarily indicative of the ultimate cash flow or earnings effect we would recognize from the assumed market rate movements. We are exposed to cash flow risk due to changes in interest rates with respect to the unhedged floating rate balances owed at December 31, 2022 and 2021, of $1.115 billion and $603.9 million, respectively, including floating rate debt under our Credit Agreement and Term Loan Agreement.
60
A one percentage point increase in interest rates on our variable-rate debt as of December 31, 2022 and 2021, would decrease our annual pre-tax income by approximately $11.1 million and $6.0 million, respectively. All of our remaining debt instruments are at fixed rates, or effectively fixed under the interest rate swap agreements described above; therefore, changes in market interest rates under these instruments would not significantly impact our cash flows or results of operations, subject to counterparty default risk.
The market price of diesel fuel is unpredictable and can fluctuate significantly. Because of the volume of fuel we purchase each year, a significant increase in the price of fuel could adversely affect our business and reduce our operating margins. To manage a portion of this risk, we periodically enter into fuel hedge agreements related to forecasted diesel fuel purchases, and we also enter into fixed price fuel purchase contracts. At December 31, 2022, we had no fuel hedge agreements in place; however, we have entered into fixed price diesel fuel purchase contracts for 2023 as described below.
For the year ending December 31, 2023, we expect to purchase approximately 89.2 million gallons of diesel fuel, of which 47.1 million gallons will be purchased at market prices and 42.1 million gallons will be purchased under our fixed price diesel fuel purchase contracts. We have performed sensitivity analyses to determine how market rate changes will affect the fair value of our unhedged, market rate diesel fuel purchases. Such an analysis is inherently limited in that it reflects a singular, hypothetical set of assumptions. Actual market movements may vary significantly from our assumptions. Fair value sensitivity is not necessarily indicative of the ultimate cash flow or earnings effect we would recognize from the assumed market rate movements. With respect to the approximately 47.1 million gallons of unhedged diesel fuel we expect to purchase in 2023 at market prices, a $0.10 per gallon increase in the price of diesel fuel over the year would decrease our pre-tax income during this period by approximately $4.7 million.
We market a variety of recyclable materials, including compost, cardboard, mixed paper, plastic containers, glass bottles and ferrous and aluminum metals. We own and operate recycling operations and market collected recyclable materials to third parties for processing before resale. Where possible, to reduce our exposure to commodity price risk with respect to recycled materials, we have adopted a pricing strategy of charging collection and processing fees for recycling volume collected from third parties. In the event of a decline in recycled commodity prices, a 10% decrease in average recycled commodity prices from the average prices that were in effect during the years ended December 31, 2022 and 2021, would have had a $19.7 million and $19.6 million impact on revenues for the years ended December 31, 2022 and 2021, respectively.
We have operations in Canada and, where significant, we have quantified and described the impact of foreign currency translation on components of income, including operating revenue and operating costs. However, the impact of foreign currency has not materially affected our results of operations in 2022 or 2021. A $0.01 change in the Canadian dollar to U.S. dollar exchange rate would impact our annual revenue and EBITDA by approximately $13.0 million and $5.0 million, respectively.
61
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
WASTE CONNECTIONS, INC.
62
Report of Independent Registered Public Accounting Firm
Board of Directors and Shareholders
Waste Connections, Inc.
Opinion on the financial statements
We have audited the accompanying consolidated balance sheets of Waste Connections, Inc. (an Ontario, Canada corporation) and subsidiaries (the “Company”) as of December 31, 2022 and 2021, the related consolidated statements of net income, comprehensive income, equity, and cash flows for each of the three years in the period ended December 31, 2022, and the related notes and financial statement schedule included under Item 15(a) (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2022, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated February 16, 2023 expressed an unqualified opinion.
Basis for opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical audit matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Landfill Accounting
As described further in Note 3 to the consolidated financial statements, the net present value of landfill final capping, closure and post-closure liabilities are calculated by estimating the total obligation in current dollars, inflating the obligation based upon the expected future date of the expenditures and discounting the inflated total to its present value using a credit-adjusted risk-free rate.
63
The principal consideration for our determination that landfill accounting represents a critical audit matter is the judgments and estimates associated with management’s determination of the liability due to the nature of the inputs and significant assumptions used in the process including the discount rate, inflation rate, accretion rate, survey data, acreage information, estimated permitted airspace, estimated deemed airspace, and remaining airspace and probability of landfill expansions, all of which can have a significant impact on the calculation of the final capping, closure and post-closure liability. Auditing the net present value of the obligation involved a high degree of subjectivity, auditor judgment and effort in evaluating management’s assumptions primarily due to the complexity of the models used to measure the landfill liability, as well as the sensitivity of the underlying significant assumptions.
Our audit procedures related to the accounting for the final capping, closure and post-closure liability included the following, among others:
| ● | We tested the design and operating effectiveness of key controls related to landfill accounting, including controls relating to management’s development of discount rate, inflation rate, accretion rates, survey data, acreage information, estimated permitted airspace, estimated deemed airspace, remaining airspace, and probability of landfill expansions; |
| ● | We assessed the qualifications and competence of management and the third-party specialists used to provide the inputs used in developing the models; |
| ● | We tested key inputs such as discount rate, inflation rate, accretion rate, survey data, acreage information, estimated permitted airspace, estimated deemed airspace, remaining airspace, and probability of landfill expansions; |
| ● | We tested mathematical accuracy of the calculations in a sample of the models; |
| ● | We obtained and reviewed the associated permits for a sample of landfill models to further validate certain inputs used in the models; |
| ● | We compared previously deemed expansion amounts to the subsequent actual permitted amounts; |
| ● | We obtained and reviewed supporting documentation to support management’s criteria for deemed expansions. |
| ● | We evaluated the fair value allocation of assumed liabilities for landfills acquired in business combinations. |
Valuation of intangible assets in business combinations
As described further in Note 8 to the consolidated financial statements, the Company acquired 24 businesses during 2022. These transactions were accounted for as business combinations in accordance with ASC 805, Business Combinations.
The principal consideration for our determination that the accounting for these acquisitions represents a critical audit matter, is the judgments and assumptions associated with management’s determination of the fair value of intangible assets acquired, including fair value determinations related to recycling and transfer station permits, residential and commercial customer lists, and long-term contracts, all of which are recorded as intangible assets. Auditing the fair value of these assets involved a high degree of subjectivity, auditor judgment and effort in evaluating management’s significant assumptions, primarily due to the complexity of the valuation models used to measure the fair value of the aforementioned intangible assets, as well as the sensitivity of the underlying significant assumptions. The Company used a discounted cash flow model to estimate the fair values of the intangible assets, which included assumptions such as discount rate, revenue growth rates, operating expenses, earnings before interest, taxes, depreciation and amortization (“EBITDA”) margins, capital expenditures, customer turnover rates, and contributory asset charges (as applicable) that form the basis of the forecasted results. These significant assumptions are forward-looking and could be affected by future economic and market conditions.
64
The audit procedures related to the accounting for the acquisitions included the following, among others:
| ● | We tested the design and operating effectiveness of key controls related to the accounting for the 2022 acquisitions, including controls relating to management’s development of forecasts for discount rates, revenue growth rates, operating expenses, EBITDA margins, capital expenditures, customer turnover rates and contributory asset charges; |
| ● | We obtained certain of the purchase price allocation analyses from management. We assessed the qualifications and competence of management and evaluated the methodologies used to determine the fair value of the intangible assets; |
| ● | We tested the assumptions used within the discounted cash-flow models to estimate the fair value of the intangible assets which included assumptions such as discount rate, revenue growth rate, operating expenses, EBITDA margin, capital expenditures, customer turnover rate and contributory asset charges; |
| ● | We tested the Company’s ability to forecast future cash flows for acquired businesses by reviewing actual results in the first year after being acquired compared to amounts forecasted when the fair values of acquired assets and liabilities were determined. |
| ● | We utilized an internal valuation specialist to assist the engagement team in evaluating: the methodologies used and whether they were acceptable for the underlying acquisitions and whether such methodologies were being applied correctly, the appropriateness of the discount rate used by performing a sensitivity analysis, and the qualifications of the valuation specialist engaged by the Company based on their credentials and experience. |
| ● | We applied analytical procedures to the range of significant inputs utilized across all of the business combinations to evaluate consistency of significant inputs among intangible asset valuation models. |
/s/ GRANT THORNTON LLP
We have served as the Company’s auditor since 2017.
Houston, Texas
February 16, 2023 (except for Note 17, as to which the date is August 3, 2023)
65
WASTE CONNECTIONS, INC.
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS OF U.S. DOLLARS, EXCEPT SHARE AND PER SHARE AMOUNTS)
|
|
December 31, |
||||
|
|
2022 |
|
2021 |
||
ASSETS |
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
Cash and equivalents |
|
$ |
78,637 |
|
$ |
147,441 |
Accounts receivable, net of allowance for credit losses of $22,939 and $18,480 at December 31, 2022 and 2021, respectively |
|
|
833,862 |
|
|
709,614 |
Prepaid expenses and other current assets |
|
|
205,146 |
|
|
175,722 |
Total current assets |
|
|
1,117,645 |
|
|
1,032,777 |
|
|
|
|
|
|
|
Restricted cash |
|
|
102,727 |
|
|
72,174 |
Restricted investments |
|
|
68,099 |
|
|
59,014 |
Property and equipment, net |
|
|
6,950,915 |
|
|
5,721,949 |
Operating lease right-of-use assets |
|
|
192,506 |
|
|
160,567 |
Goodwill |
|
|
6,902,297 |
|
|
6,187,643 |
Intangible assets, net |
|
|
1,673,917 |
|
|
1,350,597 |
Other assets, net |
|
|
126,497 |
|
|
115,203 |
Total assets |
|
$ |
17,134,603 |
|
$ |
14,699,924 |
LIABILITIES AND EQUITY |
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
Accounts payable |
|
$ |
638,728 |
|
$ |
392,868 |
Book overdraft |
|
|
15,645 |
|
|
16,721 |
Deferred revenue |
|
|
325,002 |
|
|
273,720 |
Accrued liabilities |
|
|
431,247 |
|
|
442,596 |
Current portion of operating lease liabilities |
|
|
35,170 |
|
|
38,017 |
Current portion of contingent consideration |
|
|
60,092 |
|
|
62,804 |
Current portion of long-term debt and notes payable |
|
|
6,759 |
|
|
6,020 |
Total current liabilities |
|
|
1,512,643 |
|
|
1,232,746 |
|
|
|
|
|
|
|
Long-term portion of debt and notes payable |
|
|
6,890,149 |
|
|
5,040,500 |
Long-term portion of operating lease liabilities |
|
|
165,462 |
|
|
129,628 |
Long-term portion of contingent consideration |
|
|
21,323 |
|
|
31,504 |
Deferred income taxes |
|
|
1,013,742 |
|
|
850,921 |
Other long-term liabilities |
|
|
417,640 |
|
|
421,080 |
Total liabilities |
|
|
10,020,959 |
|
|
7,706,379 |
|
|
|
|
|
|
|
Commitments and contingencies (Note 13) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity: |
|
|
|
|
|
|
Common shares: 257,211,175 shares issued and 257,145,716 shares outstanding at December 31, 2022; 260,283,158 shares issued and 260,212,496 shares outstanding at December 31, 2021 |
|
|
3,271,958 |
|
|
3,693,027 |
Additional paid-in capital |
|
|
244,076 |
|
|
199,482 |
Accumulated other comprehensive income (loss) |
|
|
(56,830) |
|
|
39,584 |
Treasury shares: 65,459 and 70,662 shares at December 31, 2022 and 2021, respectively |
|
|
— |
|
|
— |
Retained earnings |
|
|
3,649,494 |
|
|
3,056,845 |
Total Waste Connections’ equity |
|
|
7,108,698 |
|
|
6,988,938 |
Noncontrolling interest in subsidiaries |
|
|
4,946 |
|
|
4,607 |
Total equity |
|
|
7,113,644 |
|
|
6,993,545 |
Total liabilities and equity |
|
$ |
17,134,603 |
|
$ |
14,699,924 |
The accompanying notes are an integral part of these consolidated financial statements.
66
WASTE CONNECTIONS, INC.
CONSOLIDATED STATEMENTS OF NET INCOME
(IN THOUSANDS OF U.S. DOLLARS, EXCEPT SHARE AND PER SHARE AMOUNTS)
|
|
Years Ended December 31, |
|||||||
|
|
2022 |
|
2021 |
|
2020 |
|||
Revenues |
|
$ |
7,211,859 |
|
$ |
6,151,361 |
|
$ |
5,445,990 |
Operating expenses: |
|
|
|
|
|
|
|
|
|
Cost of operations |
|
|
4,336,012 |
|
|
3,654,074 |
|
|
3,276,808 |
Selling, general and administrative |
|
|
696,467 |
|
|
612,337 |
|
|
537,632 |
Depreciation |
|
|
763,285 |
|
|
673,730 |
|
|
621,102 |
Amortization of intangibles |
|
|
155,675 |
|
|
139,279 |
|
|
131,302 |
Impairments and other operating items |
|
|
18,230 |
|
|
32,316 |
|
|
466,718 |
Operating income |
|
|
1,242,190 |
|
|
1,039,625 |
|
|
412,428 |
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
(202,331) |
|
|
(162,796) |
|
|
(162,375) |
Interest income |
|
|
5,950 |
|
|
2,916 |
|
|
5,253 |
Other income (expense), net |
|
|
3,154 |
|
|
6,285 |
|
|
(1,392) |
Loss on early extinguishment of debt |
|
|
— |
|
|
(115,288) |
|
|
— |
Income before income tax provision |
|
|
1,048,963 |
|
|
770,742 |
|
|
253,914 |
|
|
|
|
|
|
|
|
|
|
Income tax provision |
|
|
(212,962) |
|
|
(152,253) |
|
|
(49,922) |
Net income |
|
|
836,001 |
|
|
618,489 |
|
|
203,992 |
Plus (less): Net loss (income) attributable to noncontrolling interests |
|
|
(339) |
|
|
(442) |
|
|
685 |
Net income attributable to Waste Connections |
|
$ |
835,662 |
|
$ |
618,047 |
|
$ |
204,677 |
|
|
|
|
|
|
|
|
|
|
Earnings per common share attributable to Waste Connections’ common shareholders: |
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
3.25 |
|
$ |
2.37 |
|
$ |
0.78 |
Diluted |
|
$ |
3.24 |
|
$ |
2.36 |
|
$ |
0.78 |
|
|
|
|
|
|
|
|
|
|
Shares used in the per share calculations: |
|
|
|
|
|
|
|
|
|
Basic |
|
|
257,383,578 |
|
|
261,166,723 |
|
|
263,189,699 |
Diluted |
|
|
258,038,801 |
|
|
261,728,470 |
|
|
263,687,539 |
|
|
|
|
|
|
|
|
|
|
Cash dividends per common share |
|
$ |
0.945 |
|
$ |
0.845 |
|
$ |
0.760 |
The accompanying notes are an integral part of these consolidated financial statements.
67
WASTE CONNECTIONS, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(IN THOUSANDS OF U.S. DOLLARS)
|
|
Years Ended December 31, |
|||||||
|
|
2022 |
|
2021 |
|
2020 |
|||
Net income |
|
$ |
836,001 |
|
$ |
618,489 |
|
$ |
203,992 |
|
|
|
|
|
|
|
|
|
|
Other comprehensive income (loss), before tax: |
|
|
|
|
|
|
|
|
|
Interest rate swap amounts reclassified into interest expense |
|
|
6,551 |
|
|
20,321 |
|
|
9,778 |
Changes in fair value of interest rate swaps |
|
|
76,336 |
|
|
23,287 |
|
|
(64,664) |
Foreign currency translation adjustment |
|
|
(157,336) |
|
|
8,183 |
|
|
50,653 |
Other comprehensive income (loss), before tax |
|
|
(74,449) |
|
|
51,791 |
|
|
(4,233) |
Income tax (expense) benefit related to items of other comprehensive income (loss) |
|
|
(21,965) |
|
|
(11,556) |
|
|
14,545 |
Other comprehensive income (loss), net of tax |
|
|
(96,414) |
|
|
40,235 |
|
|
10,312 |
Comprehensive income |
|
|
739,587 |
|
|
658,724 |
|
|
214,304 |
Plus (less): Comprehensive loss (income) attributable to noncontrolling interests |
|
|
(339) |
|
|
(442) |
|
|
685 |
Comprehensive income attributable to Waste Connections |
|
$ |
739,248 |
|
$ |
658,282 |
|
$ |
214,989 |
The accompanying notes are an integral part of these consolidated financial statements.
68
WASTE CONNECTIONS, INC.
CONSOLIDATED STATEMENTS OF EQUITY
YEARS ENDED DECEMBER 31, 2020, 2021 AND 2022
(IN THOUSANDS OF U.S. DOLLARS, EXCEPT SHARE AMOUNTS)
|
|
WASTE CONNECTIONS' EQUITY |
|
|
|
|
|
|
|||||||||||||||||
|
|
|
|
|
|
|
|
|
|
ACCUMULATED |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ADDITIONAL |
|
OTHER |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
COMMON SHARES |
|
PAID-IN |
|
COMPREHENSIVE |
|
TREASURY SHARES |
|
RETAINED |
|
NONCONTROLLING |
|
|
|
||||||||||
|
|
SHARES |
|
AMOUNT |
|
CAPITAL |
|
INCOME (LOSS) |
|
SHARES |
|
AMOUNT |
|
EARNINGS |
|
INTERESTS |
|
TOTAL |
|||||||
Balances at December 31, 2019 |
|
263,618,161 |
|
$ |
4,135,343 |
|
$ |
154,917 |
|
$ |
(10,963) |
|
81,514 |
|
$ |
— |
|
$ |
2,654,207 |
|
$ |
4,850 |
|
$ |
6,938,354 |
Sale of common shares held in trust |
|
7,330 |
|
|
679 |
|
|
— |
|
|
— |
|
(7,330) |
|
|
— |
|
|
— |
|
|
— |
|
|
679 |
Vesting of restricted share units |
|
377,006 |
|
|
— |
|
|
— |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
Vesting of performance-based restricted share units |
|
281,186 |
|
|
— |
|
|
— |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
Restricted share units released from deferred compensation plan |
|
23,857 |
|
|
— |
|
|
— |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
Fair value adjustment for common shares in deferred compensation plan exchanged for other investment options |
|
— |
|
|
— |
|
|
(678) |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(678) |
Tax withholdings related to net share settlements of equity-based compensation |
|
(230,698) |
|
|
— |
|
|
(23,446) |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(23,446) |
Equity-based compensation |
|
— |
|
|
— |
|
|
39,762 |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
39,762 |
Exercise of warrants |
|
20,125 |
|
|
— |
|
|
— |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
Repurchase of common shares |
|
(1,271,977) |
|
|
(105,654) |
|
|
— |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(105,654) |
Cash dividends on common shares |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
— |
|
|
— |
|
|
(199,883) |
|
|
— |
|
|
(199,883) |
Amounts reclassified into earnings, net of taxes |
|
— |
|
|
— |
|
|
— |
|
|
7,187 |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
7,187 |
Changes in fair value of cash flow hedges, net of taxes |
|
— |
|
|
— |
|
|
— |
|
|
(47,528) |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(47,528) |
Foreign currency translation adjustment |
|
— |
|
|
— |
|
|
— |
|
|
50,653 |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
50,653 |
Net income (loss) |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
— |
|
|
— |
|
|
204,677 |
|
|
(685) |
|
|
203,992 |
Balances at December 31, 2020 |
|
262,824,990 |
|
|
4,030,368 |
|
|
170,555 |
|
|
(651) |
|
74,184 |
|
|
— |
|
|
2,659,001 |
|
|
4,165 |
|
|
6,863,438 |
Sale of common shares held in trust |
|
3,522 |
|
|
430 |
|
|
— |
|
|
— |
|
(3,522) |
|
|
— |
|
|
— |
|
|
— |
|
|
430 |
Vesting of restricted share units |
|
343,480 |
|
|
— |
|
|
— |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
Vesting of performance-based restricted share units |
|
154,251 |
|
|
— |
|
|
— |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
Restricted share units released from deferred compensation plan |
|
19,510 |
|
|
— |
|
|
— |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
Fair value adjustment for common shares in deferred compensation plan exchanged for other investment options |
|
— |
|
|
— |
|
|
(1,177) |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(1,177) |
Tax withholdings related to net share settlements of equity-based compensation |
|
(186,978) |
|
|
— |
|
|
(18,606) |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(18,606) |
Equity-based compensation |
|
— |
|
|
— |
|
|
48,710 |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
48,710 |
Exercise of warrants |
|
46,730 |
|
|
— |
|
|
— |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
Issuance of shares under employee share purchase plan |
|
10,813 |
|
|
1,222 |
|
|
— |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
1,222 |
Repurchase of common shares |
|
(3,003,822) |
|
|
(338,993) |
|
|
— |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(338,993) |
Cash dividends on common shares |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
— |
|
|
— |
|
|
(220,203) |
|
|
— |
|
|
(220,203) |
Amounts reclassified into earnings, net of taxes |
|
— |
|
|
— |
|
|
— |
|
|
14,936 |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
14,936 |
Changes in fair value of cash flow hedges, net of taxes |
|
— |
|
|
— |
|
|
— |
|
|
17,116 |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
17,116 |
Foreign currency translation adjustment |
|
— |
|
|
— |
|
|
— |
|
|
8,183 |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
8,183 |
Net income |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
— |
|
|
— |
|
|
618,047 |
|
|
442 |
|
|
618,489 |
Balances at December 31, 2021 |
|
260,212,496 |
|
$ |
3,693,027 |
|
$ |
199,482 |
|
$ |
39,584 |
|
70,662 |
|
$ |
— |
|
$ |
3,056,845 |
|
$ |
4,607 |
|
$ |
6,993,545 |
The accompanying notes are an integral part of these consolidated financial statements.
69
WASTE CONNECTIONS, INC.
CONSOLIDATED STATEMENTS OF EQUITY
YEARS ENDED DECEMBER 31, 2020, 2021 AND 2022
(IN THOUSANDS OF U.S. DOLLARS, EXCEPT SHARE AMOUNTS)
|
|
WASTE CONNECTIONS' EQUITY |
|
|
|
|
|
|
|||||||||||||||||
|
|
|
|
|
|
|
|
|
|
ACCUMULATED |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ADDITIONAL |
|
OTHER |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
COMMON SHARES |
|
PAID-IN |
|
COMPREHENSIVE |
|
TREASURY SHARES |
|
RETAINED |
|
NONCONTROLLING |
|
|
|
||||||||||
|
|
SHARES |
|
AMOUNT |
|
CAPITAL |
|
INCOME |
|
SHARES |
|
AMOUNT |
|
EARNINGS |
|
INTERESTS |
|
TOTAL |
|||||||
Balances at December 31, 2021 |
|
260,212,496 |
|
$ |
3,693,027 |
|
$ |
199,482 |
|
$ |
39,584 |
|
70,662 |
|
$ |
— |
|
$ |
3,056,845 |
|
$ |
4,607 |
|
$ |
6,993,545 |
Sale of common shares held in trust |
|
5,203 |
|
|
660 |
|
|
— |
|
|
— |
|
(5,203) |
|
|
— |
|
|
— |
|
|
— |
|
|
660 |
Vesting of restricted share units |
|
318,851 |
|
|
— |
|
|
— |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
Vesting of performance-based restricted share units |
|
57,677 |
|
|
— |
|
|
— |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
Restricted share units released from deferred compensation plan |
|
19,509 |
|
|
— |
|
|
— |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
Tax withholdings related to net share settlements of equity-based compensation |
|
(210,700) |
|
|
— |
|
|
(18,358) |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(18,358) |
Equity-based compensation |
|
— |
|
|
— |
|
|
62,952 |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
62,952 |
Exercise of warrants |
|
104,253 |
|
|
— |
|
|
— |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
Issuance of shares under employee share purchase plan |
|
26,582 |
|
|
3,270 |
|
|
— |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
3,270 |
Repurchase of common shares |
|
(3,388,155) |
|
|
(424,999) |
|
|
— |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(424,999) |
Cash dividends on common shares |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
— |
|
|
— |
|
|
(243,013) |
|
|
— |
|
|
(243,013) |
Amounts reclassified into earnings, net of taxes |
|
— |
|
|
— |
|
|
— |
|
|
4,815 |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
4,815 |
Changes in fair value of cash flow hedges, net of taxes |
|
— |
|
|
— |
|
|
— |
|
|
56,107 |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
56,107 |
Foreign currency translation adjustment |
|
— |
|
|
— |
|
|
— |
|
|
(157,336) |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(157,336) |
Net income |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
— |
|
|
— |
|
|
835,662 |
|
|
339 |
|
|
836,001 |
Balances at December 31, 2022 |
|
257,145,716 |
|
$ |
3,271,958 |
|
$ |
244,076 |
|
$ |
(56,830) |
|
65,459 |
|
$ |
— |
|
$ |
3,649,494 |
|
$ |
4,946 |
|
$ |
7,113,644 |
The accompanying notes are an integral part of these consolidated financial statements.
70
WASTE CONNECTIONS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS OF U.S. DOLLARS)
|
|
Years Ended December 31, |
|||||||
|
|
2022 |
|
2021 |
|
2020 |
|||
CASH FLOWS FROM OPERATING ACTIVITIES: |
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
836,001 |
|
$ |
618,489 |
|
$ |
203,992 |
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
|
|
|
|
|
|
Loss on disposal of assets and impairments |
|
|
9,519 |
|
|
27,727 |
|
|
445,647 |
Depreciation |
|
|
763,285 |
|
|
673,730 |
|
|
621,102 |
Amortization of intangibles |
|
|
155,675 |
|
|
139,279 |
|
|
131,302 |
Loss on early extinguishment of debt |
|
|
— |
|
|
115,288 |
|
|
— |
Deferred income taxes, net of acquisitions |
|
|
93,481 |
|
|
14,563 |
|
|
(50,487) |
Current period provision for expected credit losses |
|
|
17,353 |
|
|
9,719 |
|
|
15,509 |
Amortization of debt issuance costs |
|
|
5,454 |
|
|
5,055 |
|
|
7,509 |
Share-based compensation |
|
|
63,485 |
|
|
58,221 |
|
|
45,751 |
Interest accretion |
|
|
17,668 |
|
|
15,970 |
|
|
17,205 |
Payment of contingent consideration recorded in earnings |
|
|
(2,982) |
|
|
(520) |
|
|
(10,371) |
Adjustments to contingent consideration |
|
|
(1,030) |
|
|
2,954 |
|
|
18,418 |
Other |
|
|
(8,217) |
|
|
(1,260) |
|
|
2,426 |
Changes in operating assets and liabilities, net of effects from acquisitions: |
|
|
|
|
|
|
|
|
|
Accounts receivable, net |
|
|
(100,546) |
|
|
(54,688) |
|
|
31,332 |
Prepaid expenses and other current assets |
|
|
(752) |
|
|
(8,229) |
|
|
(17,749) |
Accounts payable |
|
|
192,850 |
|
|
66,752 |
|
|
(148,362) |
Deferred revenue |
|
|
42,252 |
|
|
31,707 |
|
|
14,981 |
Accrued liabilities |
|
|
(28,082) |
|
|
3,853 |
|
|
88,612 |
Capping, closure and post-closure expenditures |
|
|
(18,881) |
|
|
(21,040) |
|
|
(6,484) |
Other long-term liabilities |
|
|
(14,041) |
|
|
659 |
|
|
(1,812) |
Net cash provided by operating activities |
|
|
2,022,492 |
|
|
1,698,229 |
|
|
1,408,521 |
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES: |
|
|
|
|
|
|
|
|
|
Payments for acquisitions, net of cash acquired |
|
|
(2,206,901) |
|
|
(960,449) |
|
|
(388,789) |
Capital expenditures for property and equipment |
|
|
(912,677) |
|
|
(744,315) |
|
|
(597,053) |
Capital expenditures for undeveloped landfill property |
|
|
— |
|
|
— |
|
|
(67,508) |
Investment in noncontrolling interests |
|
|
— |
|
|
(25,000) |
|
|
— |
Proceeds from disposal of assets |
|
|
30,676 |
|
|
42,768 |
|
|
19,084 |
Other |
|
|
1,731 |
|
|
(6,486) |
|
|
(11,777) |
Net cash used in investing activities |
|
|
(3,087,171) |
|
|
(1,693,482) |
|
|
(1,046,043) |
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES: |
|
|
|
|
|
|
|
|
|
Proceeds from long-term debt |
|
|
4,816,146 |
|
|
2,112,193 |
|
|
1,815,625 |
Principal payments on notes payable and long-term debt |
|
|
(3,073,985) |
|
|
(1,893,100) |
|
|
(1,542,958) |
Premiums paid on early extinguishment of debt |
|
|
— |
|
|
(110,617) |
|
|
— |
Payment of contingent consideration recorded at acquisition date |
|
|
(16,911) |
|
|
(12,934) |
|
|
(12,566) |
Change in book overdraft |
|
|
(1,076) |
|
|
(367) |
|
|
1,096 |
Payments for repurchase of common shares |
|
|
(424,999) |
|
|
(338,993) |
|
|
(105,654) |
Payments for cash dividends |
|
|
(243,013) |
|
|
(220,203) |
|
|
(199,883) |
Tax withholdings related to net share settlements of equity-based compensation |
|
|
(18,358) |
|
|
(18,606) |
|
|
(23,446) |
Debt issuance costs |
|
|
(13,271) |
|
|
(18,521) |
|
|
(11,117) |
Proceeds from issuance of shares under employee share purchase plan |
|
|
3,270 |
|
|
1,222 |
|
|
— |
Proceeds from sale of common shares held in trust |
|
|
660 |
|
|
430 |
|
|
679 |
Net cash provided by (used in) financing activities |
|
|
1,028,463 |
|
|
(499,496) |
|
|
(78,224) |
|
|
|
|
|
|
|
|
|
|
Effect of exchange rate changes on cash, cash equivalents and restricted cash |
|
|
(2,035) |
|
|
(25) |
|
|
6,914 |
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash, cash equivalents and restricted cash |
|
|
(38,251) |
|
|
(494,774) |
|
|
291,168 |
Cash, cash equivalents and restricted cash at beginning of year |
|
|
219,615 |
|
|
714,389 |
|
|
423,221 |
Cash, cash equivalents and restricted cash at end of year |
|
$ |
181,364 |
|
$ |
219,615 |
|
$ |
714,389 |
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these consolidated financial statements.
71
WASTE CONNECTIONS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS OF U.S. DOLLARS)
SUPPLEMENTARY DISCLOSURES OF CASH FLOW INFORMATION AND NON-CASH TRANSACTIONS:
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, |
|||||||
|
|
2022 |
|
2021 |
|
2020 |
|||
Cash paid for income taxes |
|
$ |
100,156 |
|
$ |
146,198 |
|
$ |
104,618 |
Cash paid for interest |
|
$ |
177,424 |
|
$ |
157,485 |
|
$ |
142,310 |
Changes in accrued capital expenditures for property and equipment |
|
$ |
36,671 |
|
$ |
22,153 |
|
$ |
(10,940) |
|
|
|
|
|
|
|
|
|
|
In connection with its acquisitions, the Company assumed liabilities as follows: |
|
|
|
|
|
|
|
|
|
Fair value of assets acquired |
|
$ |
2,471,202 |
|
$ |
1,230,396 |
|
$ |
514,234 |
Cash paid for current year acquisitions |
|
|
(2,206,901) |
|
|
(960,449) |
|
|
(388,789) |
Change in open working capital settlements at year end |
|
|
— |
|
|
— |
|
|
(1,505) |
Liabilities assumed and notes payable issued to sellers of businesses acquired |
|
$ |
264,301 |
|
$ |
269,947 |
|
$ |
123,940 |
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these consolidated financial statements.
72
WASTE CONNECTIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLAR AMOUNTS IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)
1. BUSINESS
The financial statements presented in this report represent the consolidation of Waste Connections, Inc., a corporation organized under the laws of Ontario, Canada, and its wholly-owned and majority-owned subsidiaries. When the terms the “Company” or “Waste Connections” are used in this document, those terms refer to Waste Connections, Inc. and its consolidated subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.
The Company is an integrated solid waste services company that provides non-hazardous waste collection, transfer and disposal services, along with resource recovery primarily through recycling and renewable fuels generation, in mostly exclusive and secondary markets in the U.S. and Canada. Waste Connections also provides non-hazardous oil and natural gas exploration and production (“E&P”) waste treatment, recovery and disposal services in several basins across the U.S., as well as intermodal services for the movement of cargo and solid waste containers in the Pacific Northwest.
2. NEW ACCOUNTING STANDARDS
Accounting Standards Adopted
Reference Rate Reform – Facilitation of the Effects of Reference Rate Reform on Financial Reporting. In March 2020, the Financial Accounting Standards Board (“FASB”) issued guidance to provide temporary optional expedients and exceptions to the guidance in GAAP on contract modifications and hedge accounting to ease the financial reporting burdens related to the expected market transition from the London Interbank Offered Rate (“LIBOR”) and other interbank offered rates to alternative reference rates, such as the Secured Overnight Financing Rate (“SOFR”). One-week and two-month U.S. dollar LIBOR settings as well as all non-U.S. dollar LIBOR settings stopped being published on December 31, 2021, while the remaining U.S. dollar LIBOR settings will be discontinued on June 30, 2023. Under the new guidance, entities can elect not to apply certain modification accounting requirements to contracts affected by reference rate reform, if certain criteria are met. An entity that makes this election would not have to remeasure the contracts at the modification date or reassess a previous accounting determination. Under the guidance, entities can also elect various optional expedients that would allow them to continue applying hedge accounting for hedging relationships affected by reference rate reform, if certain criteria are met.
The guidance was effective upon issuance. The guidance on contract modifications was applied prospectively from March 12, 2020. The guidance on hedging is applied to eligible hedging relationships existing as of the beginning of the interim period that includes the effective date and to new eligible hedging relationships entered into after the beginning of that interim period. The relief is temporary and generally cannot be applied to contract modifications that occur after December 31, 2024 or hedging relationships entered into or evaluated after that date. However, certain optional expedients can be applied to hedging relationships evaluated in periods after December 31, 2024.
In October 2022, the Company adopted the applicable practical expedients of the standard when it converted the option of a LIBOR interest rate in its Credit Agreement to a SOFR interest rate and correspondingly amended its five interest rate swap agreements that are specifically designated to the amended Credit Agreement. As permitted by the practical expedients in the standard, the Company maintained cash flow hedge accounting for its interest rate swap agreements as the conversion of the LIBOR interest rate to SOFR was the only modification to the interest rate swap agreements. The Company determined that the new guidance did not have a material effect on its consolidated financial statements. See Note 11 for further details on the amendment to the Credit Agreement.
Accounting Standards Pending Adoption
Clawback of Executive Compensation Rules. In October 2022, the Securities and Exchange Commission (the “SEC”) adopted final rules regarding the recovery of erroneously awarded incentive-based executive compensation. The rules direct U.S. securities exchanges to establish standards to require listed issuers to develop and implement a written policy providing for the recovery of incentive-based compensation received by current and former executive officers in the event of a required accounting restatement when that compensation was based on an erroneously reported financial reporting measure.
73
WASTE CONNECTIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLAR AMOUNTS IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)
The new rule and related amendments include a number of new disclosure requirements, including requiring issuers to file their recovery policy as an exhibit to their annual reports and establishing new cover page disclosures on Form 10-K indicating whether the financial statements included in the filing reflect the correction of an error and whether the error correction required an incentive-based compensation recovery analysis. The exchanges must file proposed listing standards to implement the SEC’s directive no later than February 26, 2023 (which is 90 days after the final rules were published in the Federal Register), and those listing standards must be effective no later than November 28, 2023. Affected issuers will be required to adopt a recovery policy no later than 60 days after the listing standards become effective.
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Reporting Currency
The functional currency of the Company, as the parent corporate entity, and its operating subsidiaries in the United States, is the U.S. dollar. The functional currency of the Company’s Canadian operations is the Canadian dollar. The reporting currency of the Company is the U.S. dollar. The Company’s consolidated Canadian dollar financial position is translated to U.S. dollars by applying the foreign currency exchange rate in effect at the consolidated balance sheet date. The Company’s consolidated Canadian dollar results of operations and cash flows are translated to U.S. dollars by applying the average foreign currency exchange rate in effect during the reporting period. The resulting translation adjustments are included in other comprehensive income or loss. Gains and losses from foreign currency transactions are included in earnings for the period.
Cash Equivalents
The Company considers all highly liquid investments with a maturity of three months or less at purchase to be cash equivalents. As of December 31, 2022 and 2021, cash equivalents consisted of demand money market accounts.
Concentrations of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and equivalents, restricted cash, restricted investments and accounts receivable. The Company maintains cash and equivalents with banks that at times exceed applicable insurance limits. The Company reduces its exposure to credit risk by maintaining such deposits with high quality financial institutions. The Company’s restricted cash and restricted investments are invested primarily in money market accounts, bank time deposits, U.S. government and agency securities and Canadian bankers’ acceptance notes. The Company has not experienced any losses related to its cash and equivalents, restricted cash or restricted investment accounts. The Company generally does not require collateral on its trade receivables. Credit risk on accounts receivable is minimized as a result of the large and diverse nature of the Company’s customer base. The Company maintains allowances for credit losses based on the expected collectability of accounts receivable.
74
WASTE CONNECTIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLAR AMOUNTS IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)
Revenue Recognition and Accounts Receivable
The Company’s operations primarily consist of providing non-hazardous waste collection, transfer, disposal and recycling services, E&P services, and intermodal services. The following table disaggregates the Company’s revenues by service line for the periods indicated:
|
|
Years Ended December 31, |
|||||||
|
|
2022 |
|
2021 |
|
2020 |
|||
Commercial |
|
$ |
2,176,295 |
|
$ |
1,813,426 |
|
$ |
1,610,313 |
Residential |
|
|
1,891,108 |
|
|
1,673,819 |
|
|
1,528,217 |
Industrial and construction roll off |
|
|
1,183,624 |
|
|
954,181 |
|
|
833,148 |
Total collection |
|
|
5,251,027 |
|
|
4,441,426 |
|
|
3,971,678 |
Landfill |
|
|
1,328,942 |
|
|
1,233,499 |
|
|
1,146,732 |
Transfer |
|
|
1,026,050 |
|
|
859,113 |
|
|
777,754 |
Recycling |
|
|
204,876 |
|
|
205,076 |
|
|
86,389 |
E&P |
|
|
210,562 |
|
|
138,707 |
|
|
159,438 |
Intermodal and other |
|
|
188,471 |
|
|
152,194 |
|
|
118,396 |
Intercompany |
|
|
(998,069) |
|
|
(878,654) |
|
|
(814,397) |
Total |
|
$ |
7,211,859 |
|
$ |
6,151,361 |
|
$ |
5,445,990 |
The factors that impact the timing and amount of revenue recognized for each service line may vary based on the nature of the service performed. Generally, the Company recognizes revenue at the time it performs a service. In the event that the Company bills for services in advance of performance, it recognizes deferred revenue for the amount billed and subsequently recognizes revenue at the time the service is provided.
See Note 17 for additional information regarding revenue by reportable segment.
Revenue by Service Line
Solid Waste Collection
The Company’s solid waste collection business involves the collection of waste from residential, commercial and industrial customers for transport to transfer stations, or directly to landfills or recycling centers. Solid waste collection services include both recurring and temporary customer relationships. The services are performed under service agreements, municipal contracts or franchise agreements with governmental entities. Existing franchise agreements and most of the existing municipal contracts give the Company the exclusive right to provide specified waste services in the specified territory during the contract term. These exclusive arrangements are awarded, at least initially, on a competitive bid basis and subsequently on a bid or negotiated basis. The standard customer service agreements generally range from one to three years in duration, although some exclusive franchises are for significantly longer periods. Residential collection services are also provided on a subscription basis with individual households. The fees received for collection services are based primarily on the market, collection frequency and level of service, route density, type and volume or weight of the waste collected, type of equipment and containers furnished, the distance to the disposal or processing facility, the cost of disposal or processing, and prices charged by competitors for similar services.
In general, residential collection fees are billed monthly or quarterly in advance. Substantially all of the deferred revenue recorded as of September 30, 2022 was recognized as revenue during the three months ended December 31, 2022 when the service was performed. Commercial customers are typically billed on a monthly basis based on the nature of the services provided during the period. Revenue recognized under these agreements is variable in nature based on the number of residential homes or businesses serviced during the period, the frequency of collection and the volume of waste collected. In addition, certain contracts have annual price escalation clauses that are tied to changes in an underlying base index such as a consumer price index which are unknown at contract inception.
75
WASTE CONNECTIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLAR AMOUNTS IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)
Solid waste collection revenue from sources other than customer contracts primarily relates to lease revenue associated with compactors. Revenue from these leasing arrangements was not material and represented an insignificant amount of total revenue for each of the reported periods.
Landfill and Transfer Station
Revenue at landfills is primarily generated by charging tipping fees on a per ton and/or per yard basis to third parties based on the volume disposed and the nature of the waste. In general, fees are variable in nature and revenue is recognized at the time the waste is disposed at the facility.
Revenue at transfer stations is primarily generated by charging tipping or disposal fees on a per ton and/or per yard basis. The fees charged to third parties are based primarily on the market, type and volume or weight of the waste accepted, the distance to the disposal facility and the cost of disposal. In general, fees are billed and revenue is recognized at the time the service is performed. Revenue recognized under these agreements is variable in nature based on the volume of waste accepted at the transfer facility.
Many of the Company’s landfill and transfer station customers have entered into one to ten year disposal contracts, most of which provide for annual indexed price increases.
Solid Waste Recycling
Solid waste recycling revenues result from the sale of recycled commodities, which are generated by offering residential, commercial, industrial and municipal customers recycling services for a variety of recyclable materials, including compost, cardboard, mixed paper, plastic containers, glass bottles and ferrous and aluminum metals. The Company owns and operates recycling operations and markets collected recyclable materials to third parties for processing before resale. In some instances, the Company utilizes a third party to market recycled materials. In certain instances, the Company issues recycling rebates to municipal or commercial customers, which can be based on the price it receives upon the sale of recycled commodities, a fixed contractual rate or other measures. The Company also receives rebates when it disposes of recycled commodities at third-party facilities. The fees received are based primarily on the market, type and volume or weight of the materials sold. In general, fees are billed and revenue is recognized at the time title is transferred. Revenue recognized under these agreements is variable in nature based on the volume of materials sold. In addition, the amount of revenue recognized is based on commodity prices at the time of sale, which are unknown at contract inception.
E&P Waste Treatment, Recovery and Disposal
E&P waste revenue is primarily generated through the treatment, recovery and disposal of non-hazardous exploration and production waste from vertical and horizontal drilling, hydraulic fracturing, production and clean-up activity, as well as other services. Revenue recognized under these agreements is variable in nature based on the volume of waste accepted or processed during the period.
Intermodal and Other
Intermodal revenue is primarily generated through providing intermodal services for the rail haul movement of cargo and solid waste containers in the Pacific Northwest through a network of intermodal facilities. The fees received for intermodal services are based on negotiated rates and vary depending on volume commitments by the shipper and destination. In general, fees are billed and revenue is recognized upon delivery.
Other revenues consist primarily of the sale of methane gas and renewable energy credits generated from the Company’s MSW landfills.
76
WASTE CONNECTIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLAR AMOUNTS IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)
Revenue Recognition
Service obligations of a long-term nature, such as solid waste collection service contracts, are satisfied over time, and revenue is recognized based on the value provided to the customer during the period. In many of our markets, solid waste collection service contracts exist as exclusive franchise agreements or municipal contracts. The amount billed to the customer is based on variable elements such as the number of residential homes or businesses for which collection services are provided, the volume of waste collected, transported and disposed, and the nature of the waste accepted. Such contracts are generally within the Company’s collection, recycling and other lines of business and have a weighted average remaining contract life of approximately four years, excluding certain exclusive and perpetual agreements, such as governmental certificates. The Company does not disclose the value of unsatisfied performance obligations for these contracts as its right to consideration corresponds directly to the value provided to the customer for services completed to date and all future variable consideration is allocated to wholly unsatisfied performance obligations.
Additionally, certain elements of long-term customer contracts are unknown upon entering into the contract, including the amount that will be billed in accordance with annual price escalation clauses, fuel recovery fee programs and commodity prices. The amount to be billed is often tied to changes in an underlying base index such as a consumer price index or a fuel or commodity index, and revenue is recognized once the index is established for the period.
Accounts Receivable
Accounts receivable are recorded when billed or accrued and represent claims against third parties that will be settled in cash. The carrying value of the Company’s receivables, net of the allowance for credit losses, represents their estimated net realizable value.
The allowance for credit losses is based on management’s assessment of the collectability of assets pooled together with similar risk characteristics. The Company monitors the collectability of its trade receivables as one overall pool due to all trade receivables having similar risk characteristics. The Company estimates its allowance for credit losses based on historical collection trends, the age of outstanding receivables, geographical location of the customer, existing economic conditions and reasonable forecasts. If events or changes in circumstances indicate that specific receivable balances may be impaired, further consideration is given to the collectability of those balances and the allowance is adjusted accordingly. Past-due receivable balances are written off when the Company’s internal collection efforts have been unsuccessful in collecting the amount due.
The following is a rollforward of the Company’s allowance for credit losses for the periods indicated:
|
|
Years Ended December 31, |
||||
|
|
2022 |
|
2021 |
||
Beginning balance |
|
$ |
18,480 |
|
$ |
19,380 |
Current period provision for expected credit losses |
|
|
17,353 |
|
|
9,719 |
Write-offs charged against the allowance |
|
|
(18,273) |
|
|
(15,545) |
Recoveries collected |
|
|
5,473 |
|
|
4,918 |
Impact of changes in foreign currency |
|
|
(94) |
|
|
8 |
Ending balance |
|
$ |
22,939 |
|
$ |
18,480 |
Contract Acquisition Costs
The incremental direct costs of obtaining a contract, which consist of sales incentives, are recognized as Other assets in the Company’s Consolidated Balance Sheet, and are amortized to Selling, general and administrative expense over the estimated life of the relevant customer relationship, which ranges from one to five years. The Company recognizes the incremental costs of obtaining a contract as an expense when incurred if the amortization period of the asset that the Company would have recognized is one year or less.
77
WASTE CONNECTIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLAR AMOUNTS IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)
The Company had $23,818 and $18,954 of deferred sales incentives at December 31, 2022 and 2021, respectively. During the years ended December 31, 2022, 2021 and 2020, the Company recorded a total of $22,675, $23,671 and $17,138, respectively, of sales incentive amortization expense for deferred sales incentives and sales incentive expense for contracts with original terms of less than one year.
Property and Equipment
Property and equipment are stated at cost. Improvements or betterments, not considered to be maintenance and repair, which add new functionality or significantly extend the life of an asset are capitalized. Third-party expenditures related to pending development projects, such as legal and engineering expenses, are capitalized. Expenditures for maintenance and repair costs, including planned major maintenance activities, are charged to expense as incurred. The cost of assets retired or otherwise disposed of and the related accumulated depreciation are eliminated from the accounts in the year of disposal. Gains and losses resulting from disposals of property and equipment are recognized in the period in which the property and equipment is disposed. Depreciation is computed using the straight-line method over the estimated useful lives of the assets or the lease term, whichever is shorter.
The estimated useful lives are as follows:
|
|
|
Buildings |
|
10 – 20 years |
Leasehold and land improvements |
|
3 – 10 years |
Machinery and equipment |
|
3 – 12 years |
Rolling stock |
|
3 – 10 years |
Containers |
|
3 – 12 years |
Landfill Accounting
The Company utilizes the life cycle method of accounting for landfill costs. This method applies the costs to be capitalized associated with acquiring, developing, closing and monitoring the landfills over the associated consumption of landfill capacity. The Company utilizes the units of consumption method to amortize landfill development costs over the estimated remaining capacity of a landfill. Under this method, the Company includes future estimated construction costs using current dollars, as well as costs incurred to date, in the amortization base. When certain criteria are met, the Company includes expansion airspace, which has not been permitted, in the calculation of the total remaining capacity of the landfill.
- Landfill development costs. Landfill development costs include the costs of acquisition, construction associated with excavation, liners, site berms, groundwater monitoring wells, gas recovery systems and leachate collection systems. The Company estimates the total costs associated with developing each landfill site to its final capacity. This includes certain projected landfill site costs that are uncertain because they are dependent on future events and thus actual costs could vary significantly from estimates. The total cost to develop a site to its final capacity includes amounts previously expended and capitalized, net of accumulated depletion, and projections of future purchase and development costs, liner construction costs, and operating construction costs. Total landfill costs include the development costs associated with expansion airspace. Expansion airspace is addressed below.
- Final capping, closure and post-closure obligations. The Company accrues for estimated final capping, closure and post-closure maintenance obligations at the landfills it owns and the landfills that it operates, but does not own, under life-of-site agreements. Accrued final capping, closure and post-closure costs represent an estimate of the current value of the future obligation associated with final capping, closure and post-closure monitoring of non-hazardous solid waste landfills currently owned or operated under life-of-site agreements by the Company. Final capping costs represent the costs related to installation of clay liners, drainage and compacted soil layers and topsoil constructed over areas of the landfill where total airspace capacity has been consumed. Closure and post-closure monitoring and maintenance costs represent the costs related to cash expenditures yet to be incurred when
78
WASTE CONNECTIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLAR AMOUNTS IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)
a landfill facility ceases to accept waste and closes. Accruals for final capping, closure and post-closure monitoring and maintenance requirements in the U.S. consider site inspection, groundwater monitoring, leachate management, methane gas control and recovery, and operating and maintenance costs to be incurred during the period after the facility closes. Certain of these environmental costs, principally capping and methane gas control costs, are also incurred during the operating life of the site in accordance with the landfill operation requirements of Subtitle D and the air emissions standards. Daily maintenance activities, which include many of these costs, are expensed as incurred during the operating life of the landfill. Daily maintenance activities include leachate disposal; surface water, groundwater, and methane gas monitoring and maintenance; other pollution control activities; mowing and fertilizing the landfill final cap; fence and road maintenance; and third-party inspection and reporting costs. Site specific final capping, closure and post-closure engineering cost estimates are prepared annually for landfills owned or landfills operated under life-of-site agreements by the Company.
The net present value of landfill final capping, closure and post-closure liabilities are calculated by estimating the total obligation in current dollars, inflating the obligation based upon the expected date of the expenditure and discounting the inflated total to its present value using a credit adjusted risk-free rate. Any changes in expectations that result in an upward revision to the estimated undiscounted cash flows are treated as a new liability and are inflated and discounted at rates reflecting market conditions. Any changes in expectations that result in a downward revision (or no revision) to the estimated undiscounted cash flows result in a liability that is inflated and discounted at rates reflecting the market conditions at the time the cash flows were originally estimated. This policy results in the Company’s final capping, closure and post-closure liabilities being recorded in “layers.” The Company’s discount rate assumption for purposes of computing layers for final capping, closure and post-closure liabilities is based on its long-term credit adjusted risk-free rate. The Company’s discount rate assumption for purposes of computing 2022 and 2021 “layers” for final capping, closure and post-closure obligations ranged from 3.25% to 5.50% for 2022 and was 3.25% for 2021. The Company’s long-term inflation rate assumption ranged from 2.25% to 2.75% for 2022 and was 2.25% for 2021.
In accordance with the accounting guidance on asset retirement obligations, the final capping, closure and post-closure liability is recorded on the balance sheet along with an offsetting addition to site costs which is amortized to depletion expense on a units-of-consumption basis as remaining landfill airspace is consumed. The impact of changes determined to be changes in estimates, based on an annual update, is accounted for on a prospective basis. Depletion expense resulting from final capping, closure and post-closure obligations recorded as a component of landfill site costs will generally be less during the early portion of a landfill’s operating life and increase thereafter. Owned landfills and landfills operated under life-of-site agreements have estimated remaining lives, based on remaining permitted capacity, probable expansion capacity and projected annual disposal volumes, that range from approximately 1 to 329 years, with approximately 90% of the projected annual disposal volume from landfills with remaining lives of less than 70 years. The costs for final capping, closure and post-closure obligations at landfills the Company owns or operates under life-of-site agreements are generally estimated based on interpretations of current requirements and proposed or anticipated regulatory changes.
79
WASTE CONNECTIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLAR AMOUNTS IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)
The following is a reconciliation of the Company’s final capping, closure and post-closure liability balance from December 31, 2020 to December 31, 2022:
Final capping, closure and post-closure liability at December 31, 2020 |
|
$ |
301,896 |
Liability adjustments |
|
|
(1,081) |
Accretion expense associated with landfill obligations |
|
|
14,333 |
Closure payments |
|
|
(21,040) |
Assumption of closure liabilities from acquisitions |
|
|
11,380 |
Disposition of closure liabilities from divested operations |
|
|
(3,566) |
Foreign currency translation adjustment |
|
|
615 |
Final capping, closure and post-closure liability at December 31, 2021 |
|
|
302,537 |
Liability adjustments |
|
|
39,321 |
Accretion expense associated with landfill obligations |
|
|
16,068 |
Closure payments |
|
|
(18,834) |
Assumption of closure liabilities from acquisitions |
|
|
8,575 |
Disposition of closure liabilities from divested operations |
|
|
(916) |
Foreign currency translation adjustment |
|
|
(2,145) |
Final capping, closure and post-closure liability at December 31, 2022 |
|
$ |
344,606 |
Liability adjustments of $39,321 and $1,081 for the years ended December 31, 2022 and 2021, respectively, represent non-cash changes to final capping, closure and post-closure liabilities and are recorded on the Consolidated Balance Sheets along with an offsetting addition to site costs, which is amortized to depletion expense as the remaining landfill airspace is consumed. The final capping, closure and post-closure liability is included in Other long-term liabilities in the Consolidated Balance Sheets. The Company performs its annual review of its cost and capacity estimates in the first quarter of each year.
- Disposal capacity. The Company’s internal and third-party engineers perform surveys at least annually to estimate the remaining disposal capacity at its landfills. This is done by using surveys and other methods to calculate, based on the terms of the permit, height restrictions and other factors, how much airspace is left to fill and how much waste can be disposed of at a landfill before it has reached its final capacity. The Company’s landfill depletion rates are based on the remaining disposal capacity, considering both permitted and probable expansion airspace, at the landfills it owns and landfills it operates, but does not own, under life-of-site agreements. The Company’s landfill depletion rate is based on the term of the operating agreement at its operated landfill that has capitalized expenditures. Expansion airspace consists of additional disposal capacity being pursued through means of an expansion that has not yet been permitted. Expansion airspace that meets the following criteria is included in the estimate of total landfill airspace:
1) |
whether the land where the expansion is being sought is contiguous to the current disposal site, and the Company either owns the expansion property or has rights to it under an option, purchase, operating or other similar agreement; |
2) |
whether total development costs, final capping costs, and closure/post-closure costs have been determined; |
3) |
whether internal personnel have performed a financial analysis of the proposed expansion site and have determined that it has a positive financial and operational impact; |
4) |
whether internal personnel or external consultants are actively working to obtain the necessary approvals to obtain the landfill expansion permit; and |
5) |
whether the Company considers it probable that the Company will achieve the expansion (for a pursued expansion to be considered probable, there must be no significant known technical, legal, community, business, or political restrictions or similar issues existing that the Company believes are more likely than not to impair the success of the expansion). |
80
WASTE CONNECTIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLAR AMOUNTS IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)
It is possible that the Company’s estimates or assumptions could ultimately be significantly different from actual results. In some cases, the Company may be unsuccessful in obtaining an expansion permit or the Company may determine that an expansion permit that the Company previously thought was probable has become unlikely. To the extent that such estimates, or the assumptions used to make those estimates, prove to be significantly different than actual results, or the belief that the Company will receive an expansion permit changes adversely in a significant manner, the costs of the landfill, including the costs incurred in the pursuit of the expansion, may be subject to impairment testing, as described below, and lower profitability may be experienced due to higher amortization rates, higher capping, closure and post-closure rates, and higher expenses or asset impairments related to the removal of previously included expansion airspace.
The Company periodically evaluates its landfill sites for potential impairment indicators. The Company’s judgments regarding the existence of impairment indicators are based on regulatory factors, market conditions and operational performance of its landfills. Future events could cause the Company to conclude that impairment indicators exist and that its landfill carrying costs are impaired.
Business Combination Accounting
The Company accounts for business combinations as follows:
● The Company recognizes, separately from goodwill, the identifiable assets acquired and liabilities assumed at their estimated acquisition date fair values. The Company measures and recognizes goodwill as of the acquisition date as the excess of: (a) the aggregate of the fair value of consideration transferred, the fair value of the noncontrolling interest in the acquiree (if any) and the acquisition date fair value of the Company’s previously held equity interest in the acquiree (if any), over (b) the fair value of assets acquired and liabilities assumed.
● At the acquisition date, the Company measures the fair values of all assets acquired and liabilities assumed that arise from contractual contingencies. The Company measures the fair values of all noncontractual contingencies if, as of the acquisition date, it is more likely than not that the contingency will give rise to an asset or liability.
Finite-Lived Intangible Assets
The amounts assigned to franchise agreements, contracts, customer lists, permits and other agreements are being amortized over the expected term of the related agreements (ranging from 1 to 56 years). The Company uses an accelerated or straight line basis for amortization, depending on the attributes of the related intangibles.
Goodwill and Indefinite-Lived Intangible Assets
The Company acquired indefinite-lived intangible assets in connection with certain of its acquisitions. The amounts assigned to indefinite-lived intangible assets consist of the value of certain perpetual rights to provide solid waste collection and transportation services in specified territories. The Company measures and recognizes acquired indefinite-lived intangible assets at their estimated acquisition date fair values. Indefinite-lived intangible assets are not amortized. Goodwill represents the excess of: (a) the aggregate of the fair value of consideration transferred, the fair value of any noncontrolling interest in the acquiree (if any) and the acquisition date fair value of the Company’s previously held equity interest in the acquiree (if any), over (b) the fair value of assets acquired and liabilities assumed. Goodwill and intangible assets, deemed to have indefinite lives, are subject to annual impairment tests as described below.
Goodwill and indefinite-lived intangible assets are tested for impairment on at least an annual basis in the fourth quarter of the year. In addition, the Company evaluates its reporting units for impairment if events or circumstances change between annual tests indicating a possible impairment.
81
WASTE CONNECTIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLAR AMOUNTS IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)
Examples of such events or circumstances include, but are not limited to, the following:
● a significant adverse change in legal factors or in the business climate;
● an adverse action or assessment by a regulator;
● a more likely than not expectation that a segment or a significant portion thereof will be sold;
● the testing for recoverability of a significant asset group within a segment; or
● current period or expected future operating cash flow losses.
As part of the Company’s goodwill impairment test, the Company estimates the fair value of each of its reporting units using discounted cash flow analyses. The Company’s reporting units consisted of its six geographic solid waste operating segments at December 31, 2022, 2021 and 2020. The Company compares the fair value of each reporting unit with the carrying value of the net assets assigned to each reporting unit. If the fair value of a reporting unit is greater than the carrying value of the net assets, including goodwill, assigned to the reporting unit, then no impairment results. If the fair value is less than its carrying value, an impairment charge is recorded for the amount by which the carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. In testing indefinite-lived intangible assets for impairment, the Company compares the estimated fair value of each indefinite-lived intangible asset to its carrying value. If the fair value of the indefinite-lived intangible asset is less than its carrying value, an impairment charge would be recorded to earnings in the Company’s Consolidated Statements of Net Income.
During the Company’s annual impairment analysis of its solid waste operations, the Company determined the fair value of each of its six geographic operating segments at December 31, 2022, 2021 and 2020 and each indefinite-lived intangible asset within those segments using discounted cash flow analyses, which require significant assumptions and estimates about the future operations of each reporting unit and the future discrete cash flows related to each indefinite-lived intangible asset. Significant judgments inherent in these analyses include the determination of appropriate discount rates, the amount and timing of expected future cash flows, growth rates and income tax rates. The cash flows employed in the Company’s 2022 discounted cash flow analyses were based on ten-year financial forecasts, which in turn were based on the 2023 annual budget developed internally by management. These forecasts reflect operating profit margins that were consistent with 2022 results and perpetual revenue growth rates of 4.5%. The Company’s discount rate assumptions are based on an assessment of the market participant rate which approximated 7.9%. In assessing the reasonableness of the Company’s determined fair values of its reporting units, the Company evaluates its results against its current market capitalization. The Company did not record an impairment charge to any of its six geographic operating segments as a result of its annual goodwill impairment tests for the years ended December 31, 2022, 2021 or 2020. During the fourth quarter of 2021, the Company recorded an impairment charge of $2,277, which is included in Impairments and other operating items in the Consolidated Statements of Net Income, on certain indefinite-lived intangible assets at two of its E&P sites in its Southern segment. The Company did not record an impairment charge to any of its six geographic operating segments as a result of its indefinite-lived intangible assets impairment tests for the years ended December 31, 2022 or 2020.
Impairments of Property and Equipment and Finite-Lived Intangible Assets
Property, equipment and finite-lived intangible assets are carried on the Company’s consolidated financial statements based on their cost less accumulated depreciation or amortization. Finite-lived intangible assets consist of long-term franchise agreements, contracts, customer lists, permits and other agreements. The recoverability of these assets is tested whenever events or changes in circumstances indicate that their carrying amount may not be recoverable.
Typical indicators that an asset may be impaired include, but are not limited to, the following:
● a significant adverse change in legal factors or in the business climate;
● an adverse action or assessment by a regulator;
82
WASTE CONNECTIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLAR AMOUNTS IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)
● a more likely than not expectation that a segment or a significant portion thereof will be sold;
● the testing for recoverability of a significant asset group within a segment; or
● current period or expected future operating cash flow losses.
If any of these or other indicators occur, a test of recoverability is performed by comparing the carrying value of the asset or asset group to its undiscounted expected future cash flows. If the carrying value is in excess of the undiscounted expected future cash flows, impairment is measured by comparing the fair value of the asset to its carrying value. Fair value is determined by an internally developed discounted projected cash flow analysis of the asset. Cash flow projections are sometimes based on a group of assets, rather than a single asset. If cash flows cannot be separately and independently identified for a single asset, the Company will determine whether an impairment has occurred for the group of assets for which the projected cash flows can be identified. If the fair value of an asset is determined to be less than the carrying amount of the asset or asset group, an impairment in the amount of the difference is recorded in the period that the impairment indicator occurs. Several impairment indicators are beyond the Company’s control, and whether or not they will occur cannot be predicted with any certainty. Estimating future cash flows requires significant judgment and projections may vary from cash flows eventually realized. There are other considerations for impairments of landfills, as described below.
During the year ended December 31, 2022, the Company did not record any significant impairment charges for finite-lived intangible assets or property and equipment. During the year ended December 31, 2021, the Company recorded a $16,379 impairment charge, which is included in Impairments and other operating items in the Consolidated Statements of Net Income, for property and equipment and finite-lived intangible assets at three of its E&P waste sites in its Southern segment.
The demand for the Company’s E&P waste services depends on the continued demand for, and production of, oil and natural gas. Crude oil and natural gas prices historically have been volatile. Macroeconomic and geopolitical conditions, including a significant decline in oil prices occurring in 2020 driven by both surplus production and supply, as well as the decrease in demand caused by factors including the COVID-19 pandemic, resulted in decreased levels of oil and natural gas exploration and production activity and a corresponding decrease in demand for the Company’s E&P waste services in 2020. During the year ended December 31, 2020, total E&P waste revenue declined $112,114, compared to the prior year period, on rig count declines of 56% in certain basins. The most impacted basins include the Williston Basin in North Dakota, the Eagle Ford Basin in Texas and the Powder River Basin in Wyoming, all of which have relatively high costs associated with drilling, making them less attractive than other basins, including the Permian Basin in Texas and New Mexico. Additionally, across the industry there was uncertainty regarding future demand for oil and related services, as noted by several energy companies during 2020, many of whom are customers of the Company’s E&P waste services. These energy companies wrote down the values of their oil and gas assets in anticipation of the potential for the decarbonization of their energy product mix given an increased global focus on reducing greenhouse gases and addressing climate change. Such uncertainty regarding global demand had a significant impact on the investment and operating plans of the Company’s E&P waste customers in the basins where the Company operates.
The decrease in E&P activity, together with market expectations of a likely slow recovery in oil prices, reduced the expected future period cash flows of the Company’s E&P waste services. Based on these events, the Company concluded that a triggering event occurred which required the Company to perform an impairment test of the property and equipment and intangible assets of its E&P waste services as of June 30, 2020 using July 2020 industry projections for drilling activity by basin as the basis for expectations about future activity. Based upon the results of the impairment test, the Company concluded that the carrying value exceeded the projected undiscounted cash flows of four E&P waste landfills. The next step was to calculate the fair value of these four landfills using an income approach employing a discounted cash flow (“DCF”) model over the lesser of 40 years or the remaining life of each landfill. Additional key assumptions used in the DCF model included a discount rate of 12% applied to the cash flows, annual revenue projections based on E&P waste resulting from projected levels of oil and natural gas E&P activity during the forecast period at each location, gross margins based on estimated operating expense requirements during the forecast period, estimated capital expenditures over the forecast period and income taxes based on the estimated federal and state income tax rates applicable during the cash flow periods, all of which were classified as Level 3 in the fair value hierarchy.
83
WASTE CONNECTIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLAR AMOUNTS IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)
For each of the four landfills, the carrying value exceeded the calculated discounted fair value, resulting in the recording of an impairment charge of $417,384 to Impairments and other operating items in the Consolidated Statements of Net Income during the year ended December 31, 2020. The four landfills had $0 of intangible assets at June 30, 2020; therefore, no impairment charge was attributable to intangible assets. The impairment charge reduced the carrying value of property and equipment by $417,384. If the estimated annual cash flows in the DCF model for each asset or asset group tested was changed by 10%, the resulting impairment charge would change by approximately $3,000.
The aforementioned impairment charges were partially offset by a $4,145 adjustment, also recorded during the year ended December 31, 2020, to reduce the fair value of a liability-classified contingent consideration arrangement calculated on future earnings and cash flows associated with the acquisition of an E&P business in 2014.
There are certain indicators listed above that require significant judgment and understanding of the waste industry when applied to landfill development or expansion projects. A regulator or court may deny or overturn a landfill development or landfill expansion permit application before the development or expansion permit is ultimately granted. Management may periodically divert waste from one landfill to another to conserve remaining permitted landfill airspace. Therefore, certain events could occur in the ordinary course of business and not necessarily be considered indicators of impairment due to the unique nature of the waste industry.
Restricted Cash and Restricted Investments
Restricted cash and restricted investments consist of the following:
|
|
December 31, 2022 |
|
December 31, 2021 |
||||||||
|
|
Restricted |
|
Restricted |
|
Restricted |
|
Restricted |
||||
|
|
Cash |
|
Investments |
|
Cash |
|
Investments |
||||
Settlement of insurance claims |
|
$ |
88,360 |
|
$ |
— |
|
$ |
52,906 |
|
$ |
— |
Landfill closure and post-closure obligations |
|
|
6,890 |
|
|
57,469 |
|
|
12,609 |
|
|
56,289 |
Other financial assurance requirements |
|
|
7,477 |
|
|
10,630 |
|
|
6,659 |
|
|
2,725 |
|
|
$ |
102,727 |
|
$ |
68,099 |
|
$ |
72,174 |
|
$ |
59,014 |
See Note 12 for further information on restricted cash and restricted investments.
84
WASTE CONNECTIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLAR AMOUNTS IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)
Fair Value of Financial Instruments
The Company’s financial instruments consist primarily of cash and equivalents, trade receivables, restricted cash and investments, trade payables, debt instruments, contingent consideration obligations and interest rate swaps. As of December 31, 2022 and 2021, the carrying values of cash and equivalents, trade receivables, restricted cash and investments, trade payables and contingent consideration are considered to be representative of their respective fair values. The carrying values of the Company’s debt instruments, excluding certain notes as listed in the table below, approximate their fair values as of December 31, 2022 and 2021, based on current borrowing rates, current remaining average life to maturity and borrower credit quality for similar types of borrowing arrangements, and are classified as Level 2 within the fair value hierarchy. The carrying values and fair values of the Company’s debt instruments where the carrying values do not approximate their fair values as of December 31, 2022 and 2021, are as follows:
|
|
Carrying Value at |
|
Fair Value (a) at |
||||||||
|
|
December 31, |
|
December 31, |
|
December 31, |
|
December 31, |
||||
|
|
2022 |
|
2021 |
|
2022 |
|
2021 |
||||
4.25% Senior Notes due 2028 |
|
$ |
500,000 |
|
$ |
500,000 |
|
$ |
470,850 |
|
$ |
561,350 |
3.50% Senior Notes due 2029 |
|
$ |
500,000 |
|
$ |
500,000 |
|
$ |
457,650 |
|
$ |
539,500 |
2.60% Senior Notes due 2030 |
|
$ |
600,000 |
|
$ |
600,000 |
|
$ |
510,540 |
|
$ |
610,440 |
2.20% Senior Notes due 2032 |
|
$ |
650,000 |
|
$ |
650,000 |
|
$ |
514,540 |
|
$ |
637,065 |
3.20% Senior Notes due 2032 |
|
$ |
500,000 |
|
$ |
— |
|
$ |
429,000 |
|
$ |
— |
4.20% Senior Notes due 2033 |
|
$ |
750,000 |
|
$ |
— |
|
$ |
699,450 |
|
$ |
— |
3.05% Senior Notes due 2050 |
|
$ |
500,000 |
|
$ |
500,000 |
|
$ |
343,300 |
|
$ |
496,350 |
2.95% Senior Notes due 2052 |
|
$ |
850,000 |
|
$ |
850,000 |
|
$ |
561,425 |
|
$ |
828,580 |
| (a) | Senior Notes are classified as Level 2 within the fair value hierarchy. Fair value inputs include third-party calculations of the market interest rate of notes with similar ratings in similar industries over the remaining note terms. |
For details on the fair value of the Company’s interest rate swaps, restricted cash and investments and contingent consideration, see Note 12.
Derivative Financial Instruments
The Company recognizes all derivatives on the balance sheet at fair value. All of the Company’s derivatives have been designated as cash flow hedges; therefore, the gain or loss on the derivatives will be recognized in accumulated other comprehensive income (loss) (“AOCIL”) and reclassified into earnings in the same period during which the hedged transaction affects earnings and is presented in the same income statement line item as the earnings effect of the hedged item. The Company classifies cash inflows and outflows from derivatives within operating activities on the statement of cash flows.
One of the Company’s objectives for utilizing derivative instruments is to reduce its exposure to fluctuations in cash flows due to changes in the variable interest rates of certain borrowings under the Credit Agreement (defined below). The Company’s strategy to achieve that objective involves entering into interest rate swaps. The interest rate swaps outstanding at December 31, 2022 were specifically designated to the Credit Agreement and accounted for as cash flow hedges.
85
WASTE CONNECTIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLAR AMOUNTS IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)
At December 31, 2022, the Company’s derivative instruments included five interest rate swap agreements as follows:
|
|
|
|
|
Fixed |
|
Variable |
|
|
|
|
|
|
Notional |
|
Interest |
|
Interest Rate |
|
|
|
Expiration |
|
Date Entered (b) |
|
Amount |
|
Rate Paid (a) |
|
Received |
|
Effective Date |
|
Date |
|
August 2017 |
|
$ |
200,000 |
|
2.1230 |
% |
1-month Term SOFR |
|
November 2022 |
|
October 2025 |
August 2017 |
|
$ |
150,000 |
|
1.7720 |
% |
1-month Term SOFR |
|
November 2022 |
|
February 2023 |
June 2018 |
|
$ |
200,000 |
|
2.8480 |
% |
1-month Term SOFR |
|
November 2022 |
|
October 2025 |
June 2018 |
|
$ |
200,000 |
|
2.8284 |
% |
1-month Term SOFR |
|
November 2022 |
|
October 2025 |
December 2018 |
|
$ |
200,000 |
|
2.7715 |
% |
1-month Term SOFR |
|
November 2022 |
|
July 2027 |
| (a) | Plus applicable margin. |
| (b) | In October 2022, the Company amended the reference rate in all of its outstanding interest rate swap contracts to replace One-Month LIBOR with One-Month Term SOFR and certain credit spread adjustments. The Company did not record any gains or losses upon the conversion of the reference rates in these interest rate swap contracts, and the Company believes these amendments will not have a material impact on its Consolidated Financial Statements. |
On September 28, 2020, the Company terminated four of its interest rate swaps with notional amounts totaling $400,000, which would have expired in January 2021. As a result of terminating these interest rate swaps, the Company made total cash payments of $853 to the counterparties of the swap agreements.
The fair values of derivative instruments designated as cash flow hedges as of December 31, 2022, were as follows:
Derivatives Designated as Cash |
|
Asset Derivatives |
|
Liability Derivatives |
||||||
Flow Hedges |
|
Balance Sheet Location |
|
Fair Value |
|
Balance Sheet Location |
|
Fair Value |
||
Interest rate swaps |
|
Prepaid expenses and other current assets(a) |
|
$ |
17,906 |
|
Accrued liabilities |
|
$ |
— |
|
|
Other assets, net |
|
|
13,901 |
|
|
|
|
|
Total derivatives designated as cash flow hedges |
|
|
|
$ |
31,807 |
|
|
|
$ |
— |
| (a) | Represents the estimated amount of the existing unrealized gains on interest rate swaps as of December 31, 2022 (based on the interest rate yield curve at that date), included in AOCIL expected to be reclassified into pre-tax earnings within the next 12 months. The actual amounts reclassified into earnings are dependent on future movements in interest rates. |
The fair values of derivative instruments designated as cash flow hedges as of December 31, 2021, were as follows:
Derivatives Designated as Cash |
|
Asset Derivatives |
|
Liability Derivatives |
||||||
Flow Hedges |
|
Balance Sheet Location |
|
Fair Value |
|
Balance Sheet Location |
|
Fair Value |
||
Interest rate swaps |
|
Prepaid expenses and other current assets |
|
$ |
— |
|
Accrued liabilities |
|
$ |
(18,675) |
|
|
|
|
|
|
|
Other long-term liabilities |
|
|
(32,406) |
Total derivatives designated as cash flow hedges |
|
|
|
$ |
— |
|
|
|
$ |
(51,081) |
The following table summarizes the impact of the Company’s cash flow hedges on the results of operations, comprehensive income (loss) and AOCIL for the years ended December 31, 2022, 2021 and 2020:
Derivatives |
|
|
|
Statement of |
|
Amount of (Gain) or Loss Reclassified |
||||||||||||||
Designated as Cash |
|
Amount of Gain or (Loss) Recognized |
|
Net Income |
|
from AOCIL into Earnings, |
||||||||||||||
Flow Hedges |
|
as AOCIL on Derivatives, Net of Tax (a) |
|
Classification |
|
Net of Tax (b) |
||||||||||||||
|
|
Years Ended December 31, |
|
|
|
Years Ended December 31, |
||||||||||||||
|
|
2022 |
|
2021 |
|
2020 |
|
|
|
2022 |
|
2021 |
|
2020 |
||||||
Interest rate swaps |
|
$ |
56,107 |
|
$ |
17,116 |
|
$ |
(47,528) |
|
Interest expense |
|
$ |
4,815 |
|
$ |
14,936 |
|
$ |
7,187 |
(a) |
In accordance with the derivatives and hedging guidance, the changes in fair values of interest rate swaps have been recorded in equity as a component of AOCIL. As the critical terms of the interest rate swaps match the underlying debt being hedged, all unrealized changes in fair value are recorded in AOCIL. |
86
WASTE CONNECTIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLAR AMOUNTS IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)
(b) |
Amounts reclassified from AOCIL into earnings related to realized gains and losses on interest rate swaps are recognized when interest payments or receipts occur related to the swap contracts, which correspond to when interest payments are made on the Company’s hedged debt. |
See Note 15 for further discussion on the impact of the Company’s hedge accounting to its consolidated comprehensive income (loss) and AOCIL.
Income Taxes
Deferred tax assets and liabilities are determined based on differences between the financial reporting and income tax bases of assets and liabilities and are measured using the enacted tax rates and laws that are expected to be in effect when the differences are expected to reverse. The Company records valuation allowances to reduce net deferred tax assets to the amount considered more likely than not to be realized.
The Company is required to evaluate whether the tax positions taken on its income tax returns will more likely than not be sustained upon examination by the appropriate taxing authority. If the Company determines that such tax positions will not be sustained, it records a liability for the related unrecognized tax benefits. The Company classifies its liability for unrecognized tax benefits as a current liability to the extent it anticipates making a payment within one year.
Share-Based Compensation
Under the 2020 Employee Share Purchase Plan (the “ESPP”), participants will be granted an option to purchase Company common shares on the first business day of each offering period, with such option to be automatically exercised on the last business day of such offering period to purchase a whole number of the Company’s common shares determined by dividing the accumulated payroll deductions in the participant’s notional account on such exercise date by the applicable exercise price. The exercise price is equal to 95% of the closing price of the Company’s common shares on the last day of the relevant offering period; provided, however, that such exercise price will not be less than 85% of the volume weighted average price of the Company’s common shares as reflected on the Toronto Stock Exchange (the “TSX”) over the final five trading days of the offering period.
The fair value of restricted share unit (“RSU”) awards is determined based on the number of RSUs granted and the closing price of the common shares in the capital of the Company adjusted for future dividends. The fair value of deferred share unit (“DSU”) awards is determined based on the number of DSUs granted and the closing price of the common shares in the capital of the Company.
Compensation expense associated with outstanding performance-based restricted share unit (“PSU”) awards is measured using the fair value of the Company’s common shares adjusted for future dividends and is based on the estimated achievement of the established performance criteria at the end of each reporting period until the performance period ends, recognized ratably over the performance period. Compensation expense is only recognized for those awards that the Company expects to vest, which it estimates based upon an assessment of the probability that the performance criteria will be achieved.
All share-based compensation cost is measured at the grant date, based on the estimated fair value of the award adjusted for future dividends, and is recognized on a straight-line basis as expense over the employee’s requisite service period. The Company recognizes gross share compensation expense with actual forfeitures as they occur.
Warrants are valued using the Black-Scholes pricing model with a contractual life of five years, a risk free interest rate based on the 5-year U.S. treasury yield curve and expected volatility. The Company uses the historical volatility of its common shares over a period equivalent to the contractual life of the warrants to estimate the expected volatility. The fair market value of warrants issued to consultants for acquisitions are recorded immediately as share-based compensation expense.
87
WASTE CONNECTIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLAR AMOUNTS IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)
Share-based compensation expense recognized during the years ended December 31, 2022, 2021 and 2020, was $63,485 ($47,503 net of taxes), $58,221 ($43,495 net of taxes) and $45,751 ($34,197 net of taxes), respectively. This share-based compensation expense includes RSUs, PSUs, DSUs, share option and warrant expense. The share-based compensation expense totals include amounts associated with the Progressive Waste share-based compensation plans, continued by the Company following the Progressive Waste acquisition, which allow for the issuance of shares or cash settlement to employees upon vesting. The Company records share-based compensation expense in Selling, general and administrative expenses in the Consolidated Statements of Net Income. The total unrecognized compensation cost at December 31, 2022, related to unvested RSU awards was $73,304 and this future expense will be recognized over the remaining vesting period of the RSU awards, which extends to 2027. The weighted average remaining vesting period of the RSU awards is 1.4 years. The total unrecognized compensation cost at December 31, 2022, related to unvested PSU awards was $18,194 and this future expense will be recognized over the remaining vesting period of the PSU awards, which extends to 2025. The weighted average remaining vesting period of PSU awards is 1.1 years.
Other Share-Based Awards
As of December 31, 2022, 2021 and 2020, the Company had a liability of $8,042, $9,008 and $7,237, respectively, representing the December 31, 2022, 2021 and 2020 fair values, respectively, of outstanding Progressive Waste restricted share units which are expected to be cash settled. All remaining unvested Progressive Waste restricted share units vested during the year ended December 31, 2019.
As of December 31, 2022, 2021 and 2020, the Company had a liability of $3,814, $4,088 and $3,556, respectively, representing the December 31, 2022, 2021 and 2020 fair value, respectively, of outstanding Progressive Waste share-based options which are expected to be cash settled. All remaining unvested Progressive Waste share-based options were fully vested as of December 31, 2017.
Per Share Information
Basic net income per share attributable to holders of the Company’s common shares is computed using the weighted average number of common shares outstanding and vested and unissued restricted share units deferred for issuance into the deferred compensation plan. Diluted net income per share attributable to holders of the Company’s common shares is computed using the weighted average number of common and potential common shares outstanding. Potential common shares are excluded from the computation if their effect is anti-dilutive.
Advertising Costs
Advertising costs are expensed as incurred. Advertising expense for the years ended December 31, 2022, 2021 and 2020, was $8,335, $7,155 and $4,870, respectively, which is included in Selling, general and administrative expense in the Consolidated Statements of Net Income.
Insurance Liabilities
As a result of its insurance policies, the Company is effectively self-insured for automobile liability, general liability, employer’s liability, environmental liability, cyber liability, employment practices liability, and directors’ and officers’ liability as well as for employee group health insurance, property and workers’ compensation. The Company’s insurance accruals are based on claims filed and estimates of claims incurred but not reported and are developed by the Company’s management with assistance from its third-party actuary and its third-party claims administrator. The insurance accruals are influenced by the Company’s past claims experience factors and by published industry development factors. At December 31, 2022 and 2021, the Company’s total accrual for self-insured liabilities was $151,379 and $147,757, respectively, which is included in Accrued liabilities in the Consolidated Balance Sheets. For the years ended December 31, 2022, 2021 and 2020, the Company recognized $204,347, $179,250 and $164,099, respectively, of self-insurance expense which is included in Cost of operations and Selling, general and administrative expense in the Consolidated Statements of Net Income.
88
WASTE CONNECTIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLAR AMOUNTS IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)
4. USE OF ESTIMATES AND ASSUMPTIONS
In preparing the Company’s consolidated financial statements, several estimates and assumptions are made that affect the accounting for and recognition of assets, liabilities, revenues and expenses. These estimates and assumptions must be made because certain of the information that is used in the preparation of the Company’s consolidated financial statements is dependent on future events, cannot be calculated with a high degree of precision from data available or is simply not capable of being readily calculated based on generally accepted methodologies. In some cases, these estimates are particularly difficult to determine and the Company must exercise significant judgment. The most difficult, subjective and complex estimates and the assumptions that deal with the greatest amount of uncertainty are related to the Company’s accounting for landfills, self-insurance accruals, income taxes, allocation of acquisition purchase price, contingent consideration accruals and asset impairments, which are discussed in Note 3. An additional area that involves estimation is when the Company estimates the amount of potential exposure it may have with respect to litigation, claims and assessments in accordance with the accounting guidance on contingencies. Actual results for all estimates could differ materially from the estimates and assumptions that the Company uses in the preparation of its consolidated financial statements.
5. PREPAID EXPENSES AND OTHER CURRENT ASSETS
Prepaid expenses and other current assets consist of the following:
|
|
December 31, |
||||
|
|
2022 |
|
2021 |
||
Income taxes receivable |
|
$ |
43,055 |
|
$ |
61,305 |
Inventory |
|
|
55,188 |
|
|
44,257 |
Prepaid insurance |
|
|
31,588 |
|
|
22,471 |
Unrealized cash flow hedge gains |
|
|
17,906 |
|
|
— |
Prepaid licenses and permits |
|
|
12,116 |
|
|
10,683 |
Other |
|
|
45,293 |
|
|
37,006 |
|
|
$ |
205,146 |
|
$ |
175,722 |
6. PROPERTY AND EQUIPMENT, NET
Property and equipment, net consists of the following:
|
|
December 31, |
||||
|
|
2022 |
|
2021 |
||
Landfill site costs |
|
$ |
5,179,768 |
|
$ |
4,447,530 |
Rolling stock |
|
|
2,835,330 |
|
|
2,483,294 |
Land, buildings and improvements |
|
|
1,673,062 |
|
|
1,339,542 |
Containers |
|
|
1,180,370 |
|
|
983,602 |
Machinery and equipment |
|
|
1,065,767 |
|
|
940,723 |
Construction in progress |
|
|
132,367 |
|
|
82,187 |
|
|
|
12,066,664 |
|
|
10,276,878 |
Less accumulated depreciation and depletion |
|
|
(5,115,749) |
|
|
(4,554,929) |
|
|
$ |
6,950,915 |
|
$ |
5,721,949 |
89
WASTE CONNECTIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLAR AMOUNTS IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)
Machinery and equipment included $11,227 and $10,342, at December 31, 2022 and 2021, respectively, of equipment assets accounted for as finance leases. The Company’s landfill depletion expense, recorded in Depreciation in the Consolidated Statements of Net Income, for the years ended December 31, 2022, 2021 and 2020, was $232,251, $212,898 and $200,374, respectively.
7. LEASES
The Company rents certain equipment and facilities under short-term agreements, non-cancelable operating lease agreements and finance leases. The Company determines if an arrangement is or contains a lease at contract inception. The Company recognizes a right-of-use (“ROU”) asset and a lease liability at the lease commencement date. The lease liability is initially measured at the present value of the unpaid lease payments at the lease commencement date.
Key estimates and judgments include how the Company determines (1) the discount rate it uses to discount the unpaid lease payments to present value, (2) lease term and (3) lease payments.
The lease guidance requires a lessee to discount its unpaid lease payments using the interest rate implicit in the lease or, if that rate cannot be readily determined, its incremental borrowing rate. Generally, the Company cannot determine the interest rate implicit in the lease because it does not have access to the lessor’s estimated residual value or the amount of the lessor’s deferred initial direct costs. Therefore, the Company generally uses its incremental borrowing rate as the discount rate for the lease. The Company’s incremental borrowing rate for a lease is the rate of interest it would have to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms.
The lease term for the Company’s leases includes the noncancelable period of the lease, plus any additional periods covered by either a Company option to extend (or not to terminate) the lease that the Company is reasonably certain to exercise, or an option to extend (or not to terminate) the lease controlled by the lessor.
Lease payments included in the measurement of the lease liability comprise fixed payments or variable lease payments. The variable lease payments take into account annual changes in the consumer price index and common area maintenance charges, if known.
ROU assets for operating and finance leases are periodically reviewed for impairment losses. The Company uses the long-lived asset impairment guidance in ASC Subtopic 360-10, Property, Plant, and Equipment – Overall, to determine whether an ROU asset is impaired, and if so, the amount of the impairment loss to recognize. The Company did not recognize an impairment charge for any of its ROU assets during the years ended December 31, 2022, 2021 and 2020.
The Company monitors for events or changes in circumstances that require a reassessment of one of its leases. When a reassessment results in the remeasurement of a lease liability, a corresponding adjustment is made to the carrying amount of the corresponding ROU asset. The Company did not recognize any significant remeasurements during the years ended December 31, 2022, 2021 and 2020.
The Company has elected not to recognize ROU assets and lease liabilities for short-term leases that have a lease term of less than 12 months. The Company has elected to apply the short-term lease recognition and measurement exemption allowed for in the lease accounting standard. The Company recognizes the lease payments associated with its short-term leases as an expense on a straight-line basis over the lease term.
The Company initially entered into finance leases in December 2020 and the assets under these leases went into service on December 31, 2020.
90
WASTE CONNECTIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLAR AMOUNTS IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)
Lease cost for operating and finance leases for the years ended December 31, 2022, 2021 and 2020 were as follows:
|
|
Years Ended December 31, |
|||||||
|
|
2022 |
|
2021 |
|
2020 |
|||
Operating lease cost |
|
$ |
41,891 |
|
$ |
40,381 |
|
$ |
39,411 |
Finance lease cost: |
|
|
|
|
|
|
|
|
|
Amortization of leased assets |
|
|
2,484 |
|
|
3,424 |
|
|
— |
Interest on leased liabilities |
|
|
219 |
|
|
152 |
|
|
— |
Total lease cost |
|
$ |
44,594 |
|
$ |
43,957 |
|
$ |
39,411 |
Supplemental cash flow information and non-cash activity related to the Company’s leases are as follows:
|
|
Years Ended December 31, |
|||||||
|
|
2022 |
|
|
2021 |
|
|
2020 |
|
Cash paid for amounts included in the measurement of lease liabilities: |
|
|
|
|
|
|
|
|
|
Operating cash flows from operating leases |
|
$ |
40,782 |
|
$ |
40,249 |
|
$ |
39,212 |
Operating cash flows from finance leases |
|
$ |
219 |
|
$ |
152 |
|
$ |
— |
Financing cash flows from finance leases |
|
$ |
5,560 |
|
$ |
3,133 |
|
$ |
— |
Non-cash activity: |
|
|
|
|
|
|
|
|
|
Right-of-use assets obtained in exchange for lease liabilities - operating leases |
|
$ |
63,648 |
|
$ |
17,933 |
|
$ |
15,117 |
Right-of-use assets obtained in exchange for lease liabilities - finance leases |
|
$ |
3,369 |
|
$ |
10,012 |
|
$ |
3,754 |
Weighted-average remaining lease term and discount rate for the Company’s leases are as follows:
|
|
|
|
|
|
|
|
|
|
||
|
|
Years Ended December 31, |
|||||||||
|
|
2022 |
|
2021 |
|
2020 |
|||||
Weighted average remaining lease term - operating leases |
|
8.9 |
years |
|
8.0 |
years |
|
8.6 |
years |
||
Weighted average remaining lease term - finance leases |
|
4.2 |
years |
|
4.9 |
years |
|
5.4 |
years |
||
Weighted average discount rate - operating leases |
|
2.93 |
% |
|
3.37 |
% |
|
3.86 |
% |
||
Weighted average discount rate - finance leases |
|
1.96 |
% |
|
1.89 |
% |
|
1.89 |
% |
||
As of December 31, 2022, future minimum lease payments, reconciled to the respective lease liabilities, are as follows:
|
|
|
Operating Leases |
|
|
Finance Leases |
2023 |
|
$ |
40,499 |
|
$ |
2,906 |
2024 |
|
|
32,521 |
|
|
2,905 |
2025 |
|
|
26,869 |
|
|
2,905 |
2026 |
|
|
22,317 |
|
|
2,320 |
2027 |
|
|
19,528 |
|
|
898 |
Thereafter |
|
|
89,050 |
|
|
— |
Minimum lease payments |
|
|
230,784 |
|
|
11,934 |
Less: imputed interest |
|
|
(30,152) |
|
|
(470) |
Present value of minimum lease payments |
|
|
200,632 |
|
|
11,464 |
Less: current portion of lease liabilities |
|
|
(35,170) |
|
|
(2,695) |
Long-term portion of lease liabilities |
|
$ |
165,462 |
|
$ |
8,769 |
91
WASTE CONNECTIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLAR AMOUNTS IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)
8. ACQUISITIONS
The Company recognizes, separately from goodwill, the identifiable assets acquired and liabilities assumed at their estimated acquisition date fair values. The Company measures and recognizes goodwill as of the acquisition date as the excess of: (a) the aggregate of the fair value of consideration transferred, the fair value of the noncontrolling interest in the acquiree (if any) and the acquisition date fair value of the Company’s previously held equity interest in the acquiree (if any), over (b) the fair value of assets acquired and liabilities assumed. If information about facts and circumstances existing as of the acquisition date is incomplete by the end of the reporting period in which a business combination occurs, the Company will report provisional amounts for the items for which the accounting is incomplete. The measurement period ends once the Company receives the information it was seeking; however, this period will not exceed one year from the acquisition date. Any material adjustments recognized during the measurement period will be reflected prospectively in the period the adjustment is identified in the consolidated financial statements. The Company recognizes acquisition-related transaction costs as expense.
The Company acquired 24 individually immaterial non-hazardous solid waste collection, transfer, recycling and disposal businesses during the year ended December 31, 2022. The total transaction-related expenses incurred during the year ended December 31, 2022 for these acquisitions was $24,933. These expenses are included in Selling, general and administrative expenses in the Company’s Consolidated Statements of Net Income.
The Company acquired 30 individually immaterial non-hazardous solid waste collection, transfer, recycling and disposal businesses during the year ended December 31, 2021. The purchase consideration recorded during this period for nine of the acquired businesses included contingent consideration based upon the receipt of contract assignments and the achievement of certain targets, including future asset and revenue growth. The fair value of the total contingent consideration recorded during the year ended December 31, 2021 of $31,616 was determined using probability assessments of the expected future cash flows over a one to two year period in which the obligations are expected to be settled, and applying an average discount rate of 1.5%. As of December 31, 2022, $12,993 of the obligations recognized at the purchase date have been paid and the remaining obligations have not materially changed. Any changes in the fair value of the contingent consideration subsequent to the acquisition date will be charged or credited to expense until the contingency is settled. The total transaction-related expenses incurred during the year ended December 31, 2021 for these acquisitions were $11,318. These expenses are included in Selling, general and administrative expenses in the Company’s Consolidated Statements of Net Income.
The Company acquired 21 individually immaterial non-hazardous solid waste collection, transfer, recycling and disposal businesses during the year ended December 31, 2020. The total transaction-related expenses incurred during the year ended December 31, 2020 for these acquisitions was $9,803. These expenses are included in Selling, general and administrative expenses in the Company’s Consolidated Statements of Net Income.
The results of operations of the acquired businesses have been included in the Company’s consolidated financial statements from their respective acquisition dates. The Company expects these acquired businesses to contribute towards the achievement of the Company’s strategy to expand through acquisitions. Goodwill acquired is attributable to the synergies and ancillary growth opportunities expected to arise after the Company’s acquisition of these businesses.
92
WASTE CONNECTIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLAR AMOUNTS IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)
The following table summarizes the consideration transferred to acquire these businesses and the amounts of identifiable assets acquired and liabilities assumed at the acquisition dates for the acquisitions consummated in the years ended December 31, 2022, 2021 and 2020:
|
|
2022 |
|
2021 |
|
2020 |
|||
|
|
Acquisitions |
|
Acquisitions |
|
Acquisitions |
|||
Fair value of consideration transferred: |
|
|
|
|
|
|
|
|
|
Cash |
|
$ |
2,206,901 |
|
$ |
960,449 |
|
$ |
388,789 |
Debt assumed |
|
|
127,136 |
|
|
108,345 |
|
|
91,349 |
Change in open working capital settlements at year end |
|
|
— |
|
|
— |
|
|
1,505 |
|
|
|
2,334,037 |
|
|
1,068,794 |
|
|
481,643 |
|
|
|
|
|
|
|
|
|
|
Recognized amounts of identifiable assets acquired and liabilities assumed associated with businesses acquired: |
|
|
|
|
|
|
|
|
|
Accounts receivable |
|
|
49,696 |
|
|
33,236 |
|
|
13,759 |
Prepaid expenses and other current assets |
|
|
9,428 |
|
|
4,866 |
|
|
4,509 |
Restricted investments |
|
|
7,469 |
|
|
— |
|
|
— |
Operating lease right-of-use assets |
|
|
4,707 |
|
|
5,972 |
|
|
5,247 |
Property and equipment |
|
|
1,073,155 |
|
|
394,687 |
|
|
173,394 |
Long-term franchise agreements and contracts |
|
|
239,866 |
|
|
134,827 |
|
|
59,149 |
Indefinite-lived intangibles |
|
|
— |
|
|
9,557 |
|
|
13,465 |
Customer lists |
|
|
74,940 |
|
|
75,612 |
|
|
48,512 |
Permits and other intangibles |
|
|
187,107 |
|
|
116,967 |
|
|
10,507 |
Other assets |
|
|
243 |
|
|
77 |
|
|
389 |
Accounts payable and accrued liabilities |
|
|
(56,633) |
|
|
(37,827) |
|
|
(14,174) |
Current portion of operating lease liabilities |
|
|
(1,546) |
|
|
(1,370) |
|
|
(509) |
Deferred revenue |
|
|
(10,761) |
|
|
(8,389) |
|
|
(1,821) |
Contingent consideration |
|
|
(6,642) |
|
|
(31,616) |
|
|
(4,688) |
Long-term portion of operating lease liabilities |
|
|
(3,161) |
|
|
(4,602) |
|
|
(4,738) |
Other long-term liabilities |
|
|
(6,915) |
|
|
(13,976) |
|
|
(2,136) |
Deferred income taxes |
|
|
(51,507) |
|
|
(63,822) |
|
|
(4,525) |
Total identifiable net assets |
|
|
1,509,446 |
|
|
614,199 |
|
|
296,340 |
Goodwill |
|
$ |
824,591 |
|
$ |
454,595 |
|
$ |
185,303 |
Goodwill acquired in 2022 totaling $510,755 is expected to be deductible for tax purposes. Goodwill acquired in 2021 totaling $187,287 is expected to be deductible for tax purposes. Goodwill acquired in 2020 totaling $169,147 is expected to be deductible for tax purposes. The fair value of acquired working capital related to 17 individually immaterial acquisitions completed during the year ended December 31, 2022, is provisional pending receipt of information from the acquirees to support the fair value of the assets acquired and liabilities assumed. Any adjustments recorded relating to finalizing the working capital for these 17 acquisitions are not expected to be material to the Company’s financial position.
The gross amount of trade receivables due under contracts acquired during the year ended December 31, 2022, was $54,332, of which $4,636 was expected to be uncollectible. The gross amount of trade receivables due under contracts acquired during the year ended December 31, 2021, was $36,645, of which $3,409 was expected to be uncollectible. The gross amount of trade receivables due under contracts acquired during the year ended December 31, 2020, was $13,854, of which $95 was expected to be uncollectible. The Company did not acquire any other class of receivable as a result of the acquisition of these businesses.
93
WASTE CONNECTIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLAR AMOUNTS IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)
9. INTANGIBLE ASSETS, NET
Intangible assets, exclusive of goodwill, consisted of the following at December 31, 2022:
|
|
Gross |
|
|
|
|
Accumulated |
|
Net |
|||
|
|
Carrying |
|
Accumulated |
|
Impairment |
|
Carrying |
||||
|
|
Amount |
|
Amortization |
|
Loss |
|
Amount |
||||
Finite-lived intangible assets: |
|
|
|
|
|
|
|
|
|
|
|
|
Long-term franchise agreements and contracts |
|
$ |
916,582 |
|
$ |
(297,382) |
|
$ |
— |
|
$ |
619,200 |
Customer lists |
|
|
776,719 |
|
|
(527,425) |
|
|
— |
|
|
249,294 |
Permits and other |
|
|
779,689 |
|
|
(115,095) |
|
|
(40,784) |
|
|
623,810 |
|
|
|
2,472,990 |
|
|
(939,902) |
|
|
(40,784) |
|
|
1,492,304 |
Indefinite-lived intangible assets: |
|
|
|
|
|
|
|
|
|
|
|
|
Solid waste collection and transportation permits |
|
|
181,613 |
|
|
— |
|
|
— |
|
|
181,613 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Intangible assets, exclusive of goodwill |
|
$ |
2,654,603 |
|
$ |
(939,902) |
|
$ |
(40,784) |
|
$ |
1,673,917 |
The weighted-average amortization period of long-term franchise agreements and contracts acquired during the year ended December 31, 2022 was 28.9 years. The weighted-average amortization period of customer lists acquired during the year ended December 31, 2022 was 11.5 years. The weighted-average amortization period of finite-lived permits and other acquired during the year ended December 31, 2022 was 40.0 years.
Intangible assets, exclusive of goodwill, consisted of the following at December 31, 2021:
|
|
Gross |
|
|
|
|
Accumulated |
|
Net |
|||
|
|
Carrying |
|
Accumulated |
|
Impairment |
|
Carrying |
||||
|
|
Amount |
|
Amortization |
|
Loss |
|
Amount |
||||
Finite-lived intangible assets: |
|
|
|
|
|
|
|
|
|
|
|
|
Long-term franchise agreements and contracts |
|
$ |
724,128 |
|
$ |
(278,827) |
|
$ |
— |
|
$ |
445,301 |
Customer lists |
|
|
711,047 |
|
|
(450,109) |
|
|
— |
|
|
260,938 |
Permits and other |
|
|
598,336 |
|
|
(94,807) |
|
|
(40,784) |
|
|
462,745 |
|
|
|
2,033,511 |
|
|
(823,743) |
|
|
(40,784) |
|
|
1,168,984 |
Indefinite-lived intangible assets: |
|
|
|
|
|
|
|
|
|
|
|
|
Solid waste collection and transportation permits |
|
|
181,613 |
|
|
— |
|
|
— |
|
|
181,613 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Intangible assets, exclusive of goodwill |
|
$ |
2,215,124 |
|
$ |
(823,743) |
|
$ |
(40,784) |
|
$ |
1,350,597 |
Estimated future amortization expense for the next five years relating to finite-lived intangible assets is as follows:
|
|
|
|
For the year ending December 31, 2023 |
|
$ |
153,457 |
For the year ending December 31, 2024 |
|
$ |
135,884 |
For the year ending December 31, 2025 |
|
$ |
119,071 |
For the year ending December 31, 2026 |
|
$ |
103,541 |
For the year ending December 31, 2027 |
|
$ |
89,959 |
94
WASTE CONNECTIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLAR AMOUNTS IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)
10. ACCRUED LIABILITIES
Accrued liabilities consist of the following:
|
|
December 31, |
||||
|
|
2022 |
|
2021 |
||
Insurance claims and premiums |
|
$ |
152,242 |
|
$ |
149,864 |
Payroll and payroll-related |
|
|
126,301 |
|
|
141,877 |
Interest payable |
|
|
47,612 |
|
|
28,729 |
Final capping, closure and post-closure liability |
|
|
17,336 |
|
|
19,925 |
Property taxes |
|
|
11,218 |
|
|
8,833 |
Environmental remediation reserves |
|
|
3,165 |
|
|
2,300 |
Cell processing reserves |
|
|
2,939 |
|
|
3,364 |
Share-based compensation plan liability |
|
|
2,344 |
|
|
2,423 |
Transaction-related expenses |
|
|
1,627 |
|
|
3,130 |
Unrealized cash flow hedge losses |
|
|
— |
|
|
18,675 |
Other |
|
|
66,463 |
|
|
63,476 |
|
|
$ |
431,247 |
|
$ |
442,596 |
11. LONG-TERM DEBT
The following table presents the Company’s long-term debt as of December 31, 2022 and 2021:
|
|
December 31, |
|
December 31, |
|
||
|
|
2022 |
|
2021 |
|
||
Revolver under Credit Agreement, bearing interest ranging from 5.42% to 5.74% (a) |
|
$ |
614,705 |
|
$ |
803,944 |
|
Term loan under Credit Agreement, bearing interest at 5.42% (a) |
|
|
650,000 |
|
|
650,000 |
|
Term loan under Term Loan Agreement, bearing interest at 5.42% (a), (b) |
|
|
800,000 |
|
|
— |
|
4.25% Senior Notes due 2028 |
|
|
500,000 |
|
|
500,000 |
|
3.50% Senior Notes due 2029 |
|
|
500,000 |
|
|
500,000 |
|
2.60% Senior Notes due 2030 |
|
|
600,000 |
|
|
600,000 |
|
2.20% Senior Notes due 2032 |
|
|
650,000 |
|
|
650,000 |
|
3.20% Senior Notes due 2032 |
|
|
500,000 |
|
|
— |
|
4.20% Senior Notes due 2033 |
|
|
750,000 |
|
|
— |
|
3.05% Senior Notes due 2050 |
|
|
500,000 |
|
|
500,000 |
|
2.95% Senior Notes due 2052 |
|
|
850,000 |
|
|
850,000 |
|
Notes payable to sellers and other third parties, bearing interest ranging from 2.42% to 10.35%, principal and interest payments due periodically with due dates ranging from 2024 to 2036 (a) |
|
|
37,232 |
|
|
37,508 |
|
Finance leases, bearing interest ranging from 1.89% to 2.16%, with lease expiration dates ranging from 2026 to 2027 (a) |
|
|
11,464 |
|
|
10,519 |
|
|
|
|
6,963,401 |
|
|
5,101,971 |
|
Less – current portion |
|
|
(6,759) |
|
|
(6,020) |
|
Less – unamortized debt discount and issuance costs |
|
|
(66,493) |
|
|
(55,451) |
|
|
|
$ |
6,890,149 |
|
$ |
5,040,500 |
|
| (a) | Interest rates represent the interest rates incurred at December 31, 2022. |
| (b) | Interest rate margin for term loan under Term Loan Agreement was 1.00% at December 31, 2022. |
95
WASTE CONNECTIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLAR AMOUNTS IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)
Credit Agreement
The Company has a revolving credit and term loan agreement (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) with Bank of America, N.A., acting through its Canada Branch, as the global agent, the swing line lender and a letter of credit issuer, Bank of America, N.A., as the U.S. agent and a letter of credit issuer, the other lenders named therein (the “Lenders”) and any other financial institutions from time to time party thereto. The Credit Agreement has a scheduled maturity date of July 30, 2026, which may be extended further upon agreement by Lenders holding at least 50% of the commitments and credit extensions outstanding, with respect to their respective commitments and credit extensions outstanding. Any Lender that does not agree to an extension of the maturity date shall not be so extended with respect to their commitments and credit extensions.
Details of the Credit Agreement are as follows:
|
|
December 31, |
|
||||
|
|
2022 |
|
2021 |
|
||
Revolver under Credit Agreement |
|
|
|
|
|
|
|
Available |
|
$ |
1,193,502 |
|
$ |
933,775 |
|
Letters of credit outstanding |
|
$ |
41,793 |
|
$ |
112,281 |
|
Total amount drawn, as follows: |
|
$ |
614,705 |
|
$ |
803,944 |
|
Amount drawn – U.S. Term SOFR rate loan |
|
$ |
391,000 |
|
|
Not applicable |
|
Interest rate applicable – U.S. Term SOFR rate loan |
|
|
5.42 |
% |
|
Not applicable |
|
Interest rate margin – U.S. Term SOFR rate loan |
|
|
1.00 |
% |
|
Not applicable |
|
Amount drawn – U.S. LIBOR rate loan |
|
|
Not applicable |
|
$ |
631,000 |
|
Interest rate applicable – U.S. LIBOR rate loan |
|
|
Not applicable |
|
|
1.10 |
% |
Interest rate margin – U.S. LIBOR rate loan |
|
|
Not applicable |
|
|
1.00 |
% |
Amount drawn – U.S. base rate loan |
|
$ |
— |
|
$ |
158,000 |
|
Interest rate applicable – U.S. base rate loan |
|
|
— |
% |
|
3.25 |
% |
Interest rate margin – U.S. base rate loan |
|
|
— |
% |
|
0.00 |
% |
Amount drawn – U.S. swingline loan |
|
$ |
— |
|
$ |
11,000 |
|
Interest rate applicable – U.S. swingline loan |
|
|
— |
% |
|
3.25 |
% |
Interest rate margin – U.S. swingline loan |
|
|
— |
% |
|
0.00 |
% |
Amount drawn – Canadian bankers’ acceptance |
|
$ |
223,705 |
|
$ |
3,944 |
|
Interest rate applicable – Canadian bankers’ acceptance |
|
|
5.74 |
% |
|
1.45 |
% |
Interest rate acceptance fee – Canadian bankers’ acceptance |
|
|
1.00 |
% |
|
1.00 |
% |
Commitment – rate applicable |
|
|
0.09 |
% |
|
0.09 |
% |
Term loan under Credit Agreement |
|
|
|
|
|
|
|
Amount drawn – U.S. Term SOFR rate loan |
|
$ |
650,000 |
|
|
Not applicable |
|
Interest rate applicable – U.S. Term SOFR rate loan |
|
|
5.42 |
% |
|
Not applicable |
|
Interest rate margin – U.S. Term SOFR rate loan |
|
|
1.00 |
% |
|
Not applicable |
|
Amount drawn – U.S. based LIBOR loan |
|
|
Not applicable |
|
$ |
650,000 |
|
Interest rate applicable – U.S. based LIBOR loan |
|
|
Not applicable |
|
|
1.10 |
% |
Interest rate margin – U.S. based LIBOR loan |
|
|
Not applicable |
|
|
1.20 |
% |
In addition to the $41,793 of letters of credit at December 31, 2022 issued and outstanding under the Credit Agreement, the Company has issued and outstanding letters of credit totaling $85,319 under facilities other than the Credit Agreement.
Pursuant to the terms and conditions of the Credit Agreement, the Lenders provide a $2,500,000 credit facility to the Company, consisting of (i) revolving advances up to an aggregate principal amount of $1,850,000 at any one time outstanding, and (ii) a term loan in an aggregate principal amount of $650,000.
96
WASTE CONNECTIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLAR AMOUNTS IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)
As part of the aggregate commitments under the revolving advances, the Credit Agreement provides for letters of credit to be issued at the request of the Company in an aggregate amount not to exceed $320,000 and for swing line loans to be issued at the request of the Company in an aggregate amount not to exceed the lesser of $100,000 and the aggregate commitments under the revolving advances. Both the letter of credit sublimit and the swing line sublimit are part of, and not in addition to, the aggregate commitments under the revolving advances. Subject to certain specified conditions and additional deliveries, the Company has the option to request increases in the aggregate commitments for revolving advances and one or more additional term loans, provided that (i) the aggregate principal amount of such requests does not exceed $500,000 and (ii) the aggregate principal amount of commitments and term loans under the credit facility does not exceed $3,000,000. As of December 31, 2022, there are no commitments by lenders for any such increases in aggregate principal amount of revolving advances or additional term loans described in the preceding sentence. The Company has $2,901 of debt issuance costs related to the revolver under the Credit Agreement recorded in Other assets, net in the Consolidated Balance Sheets at December 31, 2022, which are being amortized through the maturity date, or July 30, 2026. The Company is amortizing $8,674 of debt issuance costs related to the term loan under the Credit Agreement through the maturity date.
Advances are available under the Credit Agreement in U.S. dollars and Canadian dollars. Prior to the effectiveness of the amendment to the Credit Agreement dated as of October 31, 2022 (the “First Amendment”), interest accrued on the term loan under the Credit Agreement at a rate based on London interbank rate for specified interest periods (“LIBOR”) or a base rate, at the Company’s option, plus an applicable margin. Following the effectiveness of the First Amendment, interest accrues on the term loan under the Credit Agreement at a rate based upon the secured overnight financing rate (“SOFR”) for specified interest periods (“Term SOFR”) (including for all Term SOFR loans, a credit spread adjustment of 0.10% for all applicable interest periods) or a base rate, at the Company’s option, plus an applicable margin.
Interest accrues on revolving advances under the Credit Agreement, at the Company’s option, (i) (A) prior to the effectiveness of the First Amendment, at LIBOR, (B) following the effectiveness of the First Amendment, at Term SOFR or (C) a base rate for U.S. dollar borrowings, in each case plus an applicable margin, and (ii) at the Canadian prime rate for Canadian dollar borrowings, plus an applicable margin. Canadian dollar borrowings are also available by way of bankers’ acceptances or BA equivalent notes, subject to the payment of a drawing fee. Certain fees for letters of credit in US dollars and Canadian dollars are also based on the applicable margin.
The applicable margin used in connection with interest rates and fees is based on the debt rating of the Company’s public non-credit-enhanced, senior unsecured long-term debt (the “Debt Rating”). The applicable margin for LIBOR loans (prior to the effectiveness of the First Amendment), Term SOFR loans (following the effectiveness of the First Amendment), drawing fees for bankers’ acceptances, BA equivalent notes and certain letter of credit fees ranges from 0.750% to 1.250%. The applicable margin for U.S. base rate loans, Canadian prime rate loans and swing line loans ranges from 0.00% to 0.250%. The Company will also pay a fee based on the Debt Rating on the actual daily unused amount of the aggregate revolving commitments, ranging from 0.065% to 0.150%.
The Credit Agreement contains customary benchmark replacement mechanics in connection with certain benchmark transition events, as well as customary mechanics with respect to the unavailability of a tenor of a then-current benchmark rate.
The borrowings under the Credit Agreement are unsecured and there are no subsidiary guarantors under the Credit Agreement. Proceeds from borrowings under the Credit Agreement may be used (i) to finance acquisitions, dividends or other equity distributions permitted under the Credit Agreement and (ii) for capital expenditures, working capital, payment of certain transaction fees and expenses, letters of credit and any other lawful corporate purposes. The Credit Agreement contains customary representations, warranties, covenants and events of default, including, among others, a change of control event of default and limitations on the incurrence of indebtedness and liens, new lines of business, mergers, transactions with affiliates and burdensome agreements. During the continuance of an event of default, the Lenders may take a number of actions, including, among others, declaring the entire amount then outstanding under the Credit Agreement to be due and payable. The Credit Agreement includes a financial covenant limiting, as of the last day of each fiscal quarter, the ratio of (a) Consolidated Total Funded Debt (as defined in the Credit Agreement) as of such date to (b) Consolidated EBITDA (as defined in the Credit Agreement), measured for the preceding 12 months, to not more than 3.75 to 1.00 (or 4.25 to 1.00 during material acquisition periods, subject to certain limitations).
97
WASTE CONNECTIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLAR AMOUNTS IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)
As of December 31, 2022 and 2021, the Company was in compliance with all applicable covenants in the Credit Agreement as in effect as of the applicable date.
Term Loan Agreement
On October 31, 2022, the Company, as borrower, Bank of America, N.A., as administrative agent, and the other lenders from time to time party thereto (the “New TL Lenders”) entered into that certain Term Loan Agreement (as amended, restated, supplemented or otherwise modified from time to time, the “Term Loan Agreement”), pursuant to which the New TL Lenders made loans to the Company in an aggregate stated principal amount of $800,000. The Company used substantially all of the proceeds of borrowings under the Term Loan Agreement to repay revolving borrowings under the Credit Agreement. Amounts borrowed under the Term Loan Agreement and repaid or prepaid may not be reborrowed. The Company is amortizing $1,725 of debt issuance costs through the maturity date, or July 30, 2026.
Interest accrues on the term loan under the Term Loan Agreement at Term SOFR (including for all Term SOFR loans, a credit spread adjustment of 0.10% for all applicable interest periods) or a base rate, at the Company’s option, plus an applicable margin. The applicable margin used in connection with calculating interest rates and fees is based on the Company’s Debt Rating. The applicable margin for Term SOFR loans ranges from 0.750% to 1.250% per annum, and the applicable margin for base rate loans ranges from 0.00% to 0.250% per annum.
The Term Loan Agreement contains customary benchmark replacement mechanics in connection with certain benchmark transition events, as well as customary mechanics with respect to the unavailability of a tenor of a then-current benchmark rate. The borrowings under the Term Loan Agreement are unsecured and there are no subsidiary guarantors under the Term Loan Agreement.
The Term Loan Agreement contains customary representations, warranties, covenants and events of default, including, among others, a change of control event of default and limitations on the incurrence of indebtedness and liens, new lines of business, mergers, transactions with affiliates and burdensome agreements. During the continuance of an event of default, the New TL Lenders may take a number of actions, including, among others, declaring the entire amount then outstanding under the Term Loan Agreement and related loan documents to be due and payable.
The Term Loan Agreement includes a financial covenant limiting, as of the last day of each fiscal quarter, the ratio of (i) Consolidated Total Funded Debt (as defined in the Term Loan Agreement) as of such date to (b) Consolidated EBITDA (as defined in the Term Loan Agreement), measured for the preceding 12 months, to not more than 3.75 to 1.00 (or 4.25 to 1.00 during material acquisition periods, subject to certain limitations). As of December 31, 2022, the Company was in compliance with all applicable covenants in the Term Loan Agreement.
Private Placement Notes
Pursuant to the terms and conditions of a Master Note Purchase Agreement dated as of June 1, 2016 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “2016 NPA”) between the Company and certain accredited institutional investors, the Company issued senior unsecured notes (the “2016 Private Placement Notes”) consisting of (i) $150,000 of senior notes due June 1, 2021 (the “June 2021 Private Placement Notes”), (ii) $200,000 of senior notes due June 1, 2023, (iii) $150,000 of senior notes due April 20, 2024, (iv) $400,000 of senior notes due June 1, 2026 and (v) $250,000 of senior notes due April 20, 2027.
Pursuant to the terms and conditions of a Master Note Purchase Agreement, dated as of July 15, 2008 (as amended, restated, amended and restated, assumed, supplemented or otherwise modified from time to time, the “2008 NPA”) between the Company and certain accredited institutional investors, the Company issued senior unsecured notes (the “2008 Private Placement Notes” and together with the 2016 Private Placement Notes, the “Private Placement Notes”) consisting of (i) $100,000 of senior notes due April 1, 2021 (the “April 2021 Private Placement Notes” and together with the June 2021 Private Placement Notes, the “2021 Private Placement Notes”), (ii) $125,000 of senior notes due August 20, 2022 and (iii) $375,000 of senior notes due August 20, 2025.
98
WASTE CONNECTIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLAR AMOUNTS IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)
The Company repaid at maturity the 2021 Private Placement Notes and repaid the other Private Placement Notes in connection with the Offering (defined below) in September 2021.
Senior Notes
On November 16, 2018, the Company completed an underwritten public offering of $500,000 aggregate principal amount of its 4.25% Senior Notes due December 1, 2028 (the “2028 Senior Notes”). The 2028 Senior Notes were issued under the Indenture, dated as of November 16, 2018 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Indenture”), by and between the Company and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented through the First Supplemental Indenture, dated as of November 16, 2018. The Company is amortizing $5,792 of debt issuance costs through the maturity date of the 2028 Senior Notes. The Company may redeem some or all of the 2028 Senior Notes at its option prior to September 1, 2028 (three months before the maturity date) at any time and from time to time at a redemption price equal to the greater of 100% of the principal amount of the 2028 Senior Notes redeemed, or the sum of the present values of the remaining scheduled payments of principal and interest on the 2028 Senior Notes redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. Commencing on September 1, 2028 (three months before the maturity date), the Company may redeem some or all of the 2028 Senior Notes, at any time and from time to time, at a redemption price equal to the principal amount of the 2028 Senior Notes being redeemed plus accrued and unpaid interest to, but excluding, the redemption date.
On April 16, 2019, the Company completed an underwritten public offering of $500,000 aggregate principal amount of its 3.50% Senior Notes due May 1, 2029 (the “2029 Senior Notes”). The 2029 Senior Notes were issued under the Indenture, as supplemented through the Second Supplemental Indenture, dated as of April 16, 2019. The Company is amortizing $5,954 of debt issuance costs through the maturity date of the 2029 Senior Notes. The Company may redeem some or all of the 2029 Senior Notes at its option prior to February 1, 2029 (three months before the maturity date) at any time and from time to time at a redemption price equal to the greater of 100% of the principal amount of the 2029 Senior Notes redeemed, or the sum of the present values of the remaining scheduled payments of principal and interest on the 2029 Senior Notes redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. Commencing on February 1, 2029 (three months before the maturity date), the Company may redeem some or all of the 2029 Senior Notes, at any time and from time to time, at a redemption price equal to the principal amount of the 2029 Senior Notes being redeemed plus accrued and unpaid interest to, but excluding, the redemption date.
On January 23, 2020, the Company completed an underwritten public offering of $600,000 aggregate principal amount of 2.60% Senior Notes due February 1, 2030 (the “2030 Senior Notes”). The 2030 Senior Notes were issued under the Indenture, as supplemented through the Third Supplemental Indenture, dated as of January 23, 2020. The Company is amortizing $5,435 of debt issuance costs through the maturity date of the 2030 Senior Notes. The Company may redeem some or all of the 2030 Senior Notes at its option prior to November 1, 2029 (three months before the maturity date) at any time and from time to time at a redemption price equal to the greater of 100% of the principal amount of the 2030 Senior Notes redeemed, or the sum of the present values of the remaining scheduled payments of principal and interest on the 2030 Senior Notes redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. Commencing on November 1, 2029 (three months before the maturity date), the Company may redeem some or all of the 2030 Senior Notes, at any time and from time to time, at a redemption price equal to the principal amount of the 2030 Senior Notes being redeemed plus accrued and unpaid interest to, but excluding, the redemption date.
On March 13, 2020, the Company completed an underwritten public offering of $500,000 aggregate principal amount of 3.05% Senior Notes due April 1, 2050 (the “2050 Senior Notes”). The 2050 Senior Notes were issued under the Indenture, as supplemented through the Fourth Supplemental Indenture, dated as of March 13, 2020. The Company is amortizing a $7,375 debt discount and $5,682 of debt issuance costs through the maturity date of the 2050 Senior Notes.
99
WASTE CONNECTIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLAR AMOUNTS IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)
The Company may redeem some or all of the 2050 Senior Notes at its option prior to October 1, 2049 (six months before the maturity date) at any time and from time to time at a redemption price equal to the greater of 100% of the principal amount of the 2050 Senior Notes redeemed, or the sum of the present values of the remaining scheduled payments of principal and interest on the 2050 Senior Notes redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. Commencing on October 1, 2049 (six months before the maturity date), the Company may redeem some or all of the 2050 Senior Notes, at any time and from time to time, at a redemption price equal to the principal amount of the 2050 Senior Notes being redeemed plus accrued and unpaid interest to, but excluding, the redemption date.
On September 20, 2021, the Company completed an underwritten public offering (the “Offering”) of $650,000 aggregate principal amount of 2.20% Senior Notes due January 15, 2032 (the “2032 Senior Notes”) and $850,000 aggregate principal amount of 2.95% Senior Notes due January 15, 2052 (the “2052 Senior Notes”). The 2032 Senior Notes and the 2052 Senior Notes were issued under the Indenture, as supplemented through the Fifth Supplemental Indenture, dated as of September 20, 2021. The Company is amortizing a $1,066 debt discount and $5,979 of debt issuance costs through the maturity date of the 2032 Senior Notes and a $12,742 debt discount and $9,732 of debt issuance costs through the maturity date of the 2052 Senior Notes. The Company may, prior to October 15, 2031 (three months before the maturity date), redeem some or all of the 2032 Senior Notes, at any time and from time to time, at a redemption price equal to the greater of 100% of the principal amount of the 2032 Senior Notes redeemed, or the sum of the present values of the remaining scheduled payments of principal and interest on the 2032 Senior Notes redeemed. Commencing on October 15, 2031 (three months before the maturity date), the Company may redeem some or all of the 2032 Senior Notes, at any time and from time to time, at a redemption price equal to the principal amount of the 2032 Senior Notes being redeemed plus accrued and unpaid interest to, but excluding, the redemption date. The Company may, prior to July 15, 2051 (six months before the maturity date), redeem some or all of the 2052 Senior Notes, at any time and from time to time, at a redemption price equal to the greater of 100% of the principal amount of the 2052 Senior Notes redeemed, or the sum of the present values of the remaining scheduled payments of principal and interest on the 2052 Senior Notes redeemed. Commencing on July 15, 2051 (six months before the maturity date), the Company may redeem some or all of the 2052 Senior Notes, at any time and from time to time, at a redemption price equal to the principal amount of the 2052 Senior Notes being redeemed plus accrued and unpaid interest to, but excluding, the redemption date.
In connection with the Offering, the Company exercised its right to repay the $1,500,000 of Private Placement Notes then outstanding governed by the 2008 NPA and the 2016 NPA. The Company repaid the Private Placement Notes then outstanding, including the $110,617 make-whole premium, with the net proceeds from the Offering and borrowings under the revolving credit facility provided under its Credit Agreement. The Company recorded $115,288 to Loss on early extinguishment of debt during the year ended December 31, 2021 due to the repayment of the Private Placement Notes and associated make-whole premium and related fees.
On March 9, 2022, the Company completed an underwritten public offering of $500,000 aggregate principal amount of its 3.20% Senior Notes due June 1, 2032 (the “New 2032 Senior Notes”). The New 2032 Senior Notes were issued under the Indenture, as supplemented through the Sixth Supplemental Indenture, dated as of March 9, 2022. The Company is amortizing $375 of debt discount and $4,668 of debt issuance costs through the maturity date of the New 2032 Senior Notes. The Company may redeem some or all of the New 2032 Senior Notes at its option prior to March 1, 2032 (three months before the maturity date) (the “New 2032 Senior Notes Par Call Date”), at any time and from time to time at a redemption price equal to the greater of 100% of the principal amount of the New 2032 Senior Notes redeemed, or the sum of the present values of the remaining scheduled payments of principal and interest on the New 2032 Senior Notes redeemed discounted to the redemption date (assuming the New 2032 Senior Notes matured on the New 2032 Senior Notes Par Call Date), plus, in either case, accrued and unpaid interest thereon to the redemption date. Commencing on March 1, 2032 (three months before the maturity date), the Company may redeem some or all of the New 2032 Senior Notes, at any time and from time to time, at a redemption price equal to the principal amount of the New 2032 Senior Notes being redeemed plus accrued and unpaid interest thereon to the redemption date.
100
WASTE CONNECTIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLAR AMOUNTS IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)
On August 18, 2022, the Company completed an underwritten public offering of $750,000 aggregate principal amount of its 4.20% Senior Notes due January 15, 2033 (the “2033 Senior Notes” and, together with the 2028 Senior Notes, the 2029 Senior Notes, the 2030 Senior Notes, the 2032 Senior Notes, the New 2032 Senior Notes, the 2050 Senior Notes and the 2052 Senior Notes, the “Senior Notes”). The 2033 Senior Notes were issued under the Indenture, as supplemented through the Seventh Supplemental Indenture, dated as of August 18, 2022. The Company is amortizing $2,040 of debt discount and $6,878 of debt issuance costs through the maturity date of the 2033 Senior Notes. The Company may redeem some or all of the 2033 Senior Notes at its option prior to October 15, 2032 (three months before the maturity date) (the “2033 Senior Notes Par Call Date”), at any time and from time to time at a redemption price equal to the greater of 100% of the principal amount of the 2033 Senior Notes redeemed, or the sum of the present values of the remaining scheduled payments of principal and interest on the 2033 Senior Notes redeemed discounted to the redemption date (assuming the 2033 Senior Notes matured on the 2033 Senior Notes Par Call Date), plus, in either case, accrued and unpaid interest thereon to the redemption date. Commencing on October 15, 2032 (three months before the maturity date), the Company may redeem some or all of the 2033 Senior Notes, at any time and from time to time, at a redemption price equal to the principal amount of the 2033 Senior Notes being redeemed plus accrued and unpaid interest thereon to the redemption date.
The Company pays interest on the Senior Notes semi-annually in arrears. The Senior Notes are the Company’s senior unsecured obligations, ranking equally in right of payment with its existing and future unsubordinated debt and senior to any of its future subordinated debt. The Senior Notes are not guaranteed by any of the Company’s subsidiaries.
Under certain circumstances, the Company may become obligated to pay additional amounts (the “Additional Amounts”) with respect to the Senior Notes to ensure that the net amounts received by each holder of the Senior Notes will not be less than the amount such holder would have received if withholding taxes or deductions were not incurred on a payment under or with respect to the Senior Notes. If such payment of Additional Amounts is a result of a change in the laws or regulations, including a change in any official position, the introduction of an official position or a holding by a court of competent jurisdiction, of any jurisdiction from or through which payment is made by or on behalf of the Senior Notes having power to tax, and the Company cannot avoid such payments of Additional Amounts through reasonable measures, then the Company may redeem the applicable series of the Senior Notes then outstanding at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date).
If the Company experiences certain kinds of changes of control, each holder of the Senior Notes may require the Company to repurchase all or a portion of the Senior Notes for cash at a price equal to 101% of the aggregate principal amount of such Senior Notes, plus any accrued but unpaid interest, if any, to, but excluding, the date of repurchase.
The covenants in the Indenture include limitations on liens, sale-leaseback transactions and mergers and sales of all or substantially all of the Company’s assets. The Indenture also includes customary events of default with respect to the Senior Notes. As of December 31, 2022 and 2021, the Company was in compliance with all applicable covenants in the Indenture as in effect on the applicable date.
Upon an event of default, the principal of and accrued and unpaid interest on all the Senior Notes may be declared to be due and payable by the Trustee or the holders of not less than 25% in principal amount of the outstanding Senior Notes of the applicable series. Upon such a declaration, such principal and accrued interest on all of the applicable series of the Senior Notes will be due and payable immediately. In the case of an event of default resulting from certain events of bankruptcy, insolvency or reorganization, the principal (or such specified amount) of and accrued and unpaid interest, if any, on all outstanding series of the Senior Notes will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any holder of the applicable series of the Senior Notes. Under certain circumstances, the holders of a majority in principal amount of the outstanding Senior Notes of any series may rescind any such acceleration with respect to the Senior Notes of that series and its consequences.
101
WASTE CONNECTIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLAR AMOUNTS IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)
As of December 31, 2022, aggregate contractual future principal payments by calendar year on long-term debt are due as follows:
2023 |
|
$ |
6,759 |
2024 |
|
|
10,636 |
2025 |
|
|
7,112 |
2026 |
|
|
2,071,152 |
2027 |
|
|
5,179 |
Thereafter |
|
|
4,862,563 |
|
|
$ |
6,963,401 |
12. FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company uses a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a 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, quoted prices in markets that are not active, model-based valuation techniques for which all significant assumptions are observable in the market, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and Level 3, defined as unobservable inputs that are not corroborated by market data.
The Company’s financial assets and liabilities recorded at fair value on a recurring basis include derivative instruments and restricted cash and investments. At December 31, 2022 and 2021, the Company’s derivative instruments included pay-fixed, receive-variable interest rate swaps. The Company’s interest rate swaps are recorded at their estimated fair values based on quotes received from financial institutions that trade these contracts. The Company verifies the reasonableness of these quotes using similar quotes from another financial institution as of each date for which financial statements are prepared. For the Company’s interest rate swaps, the Company also considers the Company’s creditworthiness in its determination of the fair value measurement of these instruments in a net liability position and the counterparties’ creditworthiness in its determination of the fair value measurement of these instruments in a net asset position. The Company’s restricted cash is valued at quoted market prices in active markets for identical assets, which the Company receives from the financial institutions that hold such investments on its behalf. The Company’s restricted cash measured at fair value is invested primarily in money market accounts, bank time deposits and U.S. government and agency securities. The Company’s restricted investments are valued at quoted market prices in active markets for similar assets, which the Company receives from the financial institutions that hold such investments on its behalf. The Company’s restricted investments measured at fair value are invested primarily in money market accounts, bank time deposits, U.S. government and agency securities and Canadian bankers’ acceptance notes.
102
WASTE CONNECTIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLAR AMOUNTS IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)
The Company’s assets and liabilities measured at fair value on a recurring basis at December 31, 2022 and 2021, were as follows:
|
|
Fair Value Measurement at December 31, 2022 Using |
||||||||||
|
|
|
|
|
Quoted Prices in |
|
Significant |
|
|
|
||
|
|
|
|
|
Active Markets |
|
Other |
|
Significant |
|||
|
|
|
|
|
for Identical |
|
Observable |
|
Unobservable |
|||
|
|
|
|
|
Assets |
|
Inputs |
|
Inputs |
|||
|
|
Total |
|
(Level 1) |
|
(Level 2) |
|
(Level 3) |
||||
Interest rate swap derivative instruments – net asset position |
|
$ |
31,807 |
|
$ |
— |
|
$ |
31,807 |
|
$ |
— |
Restricted cash |
|
$ |
102,727 |
|
$ |
102,727 |
|
$ |
— |
|
$ |
— |
Restricted investments |
|
$ |
66,402 |
|
$ |
— |
|
$ |
66,402 |
|
$ |
— |
Contingent consideration |
|
$ |
(81,415) |
|
$ |
— |
|
$ |
— |
|
$ |
(81,415) |
|
|
Fair Value Measurement at December 31, 2021 Using |
||||||||||
|
|
|
|
|
Quoted Prices in |
|
Significant |
|
|
|
||
|
|
|
|
|
Active Markets |
|
Other |
|
Significant |
|||
|
|
|
|
|
for Identical |
|
Observable |
|
Unobservable |
|||
|
|
|
|
|
Assets |
|
Inputs |
|
Inputs |
|||
|
|
Total |
|
(Level 1) |
|
(Level 2) |
|
(Level 3) |
||||
Interest rate swap derivative instruments – net liability position |
|
$ |
(51,081) |
|
$ |
— |
|
$ |
(51,081) |
|
$ |
— |
Restricted cash |
|
$ |
72,174 |
|
$ |
72,174 |
|
$ |
— |
|
$ |
— |
Restricted investments |
|
$ |
58,797 |
|
$ |
— |
|
$ |
58,797 |
|
$ |
— |
Contingent consideration |
|
$ |
(94,308) |
|
$ |
— |
|
$ |
— |
|
$ |
(94,308) |
See Note 3 – “Impairments of Property and Equipment and Finite-Lived Intangible Assets” regarding non-recurring fair value measurements.
The following table summarizes the changes in the fair value for Level 3 liabilities related to contingent consideration for the years ended December 31, 2022 and 2021:
|
|
Years Ended December 31, |
||||
|
|
2022 |
|
2021 |
||
Beginning balance |
|
$ |
94,308 |
|
$ |
71,736 |
Contingent consideration recorded at acquisition date |
|
|
6,642 |
|
|
31,616 |
Payment of contingent consideration recorded at acquisition date |
|
|
(16,911) |
|
|
(12,934) |
Payment of contingent consideration recorded in earnings |
|
|
(2,982) |
|
|
(520) |
Adjustments to contingent consideration |
|
|
(1,030) |
|
|
2,954 |
Interest accretion expense |
|
|
1,417 |
|
|
1,470 |
Foreign currency translation adjustment |
|
|
(29) |
|
|
(14) |
Ending balance |
|
$ |
81,415 |
|
$ |
94,308 |
13. COMMITMENTS AND CONTINGENCIES
COMMITMENTS
Financial Surety Bonds
The Company uses financial surety bonds for a variety of corporate guarantees. The two largest uses of financial surety bonds are for municipal contract performance guarantees and asset closure and retirement requirements under certain environmental regulations. Environmental regulations require demonstrated financial assurance to meet final capping, closure and post-closure requirements for landfills.
103
WASTE CONNECTIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLAR AMOUNTS IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)
In addition to surety bonds, these requirements may also be met through alternative financial assurance instruments, including insurance, letters of credit and restricted cash and investment deposits.
At December 31, 2022 and 2021, the Company had provided customers and various regulatory authorities with surety bonds in the aggregate amounts of approximately $811,243 and $744,037, respectively, to secure its asset closure and retirement requirements and $636,224 and $556,570, respectively, to secure performance under collection contracts and landfill operating agreements.
The Company owns a 9.9% interest in a company that, among other activities, issues financial surety bonds to secure landfill final capping, closure and post-closure obligations for companies operating in the solid waste industry. The Company accounts for this investment under the cost method of accounting. There have been no identified events or changes in circumstances that may have a significant adverse effect on the carrying value of the investment. This investee company and the parent company of the investee have written financial surety bonds for the Company, of which $424,379 and $410,378 were outstanding as of December 31, 2022 and 2021, respectively. The Company’s reimbursement obligations under these bonds are secured by a pledge of its stock in the investee company.
Unconditional Purchase Obligations
At December 31, 2022, the Company’s unconditional purchase obligations consist of multiple fixed-price fuel purchase contracts under which it has 57.9 million gallons remaining to be purchased for a total of $184,918. These fuel purchase contracts expire on or before December 31, 2024. During the years ended December 31, 2022, 2021 and 2020, the Company paid $112,136, $100,220 and $93,813, respectively, under the respective fuel purchase contracts then outstanding.
As of December 31, 2022, future minimum purchase commitments, by calendar year, are as follows:
2023 |
|
$ |
149,858 |
2024 |
|
|
35,060 |
|
|
$ |
184,918 |
CONTINGENCIES
Environmental Risks
The Company expenses costs incurred to investigate and remediate environmental issues unless they extend the economic useful lives of the related assets. The Company records liabilities when it is probable that an obligation has been incurred and the amounts can be reasonably estimated. The remediation reserves cover anticipated costs, including remediation of environmental damage that waste facilities may have caused to neighboring landowners or residents as a result of contamination of soil, groundwater or surface water, including damage resulting from conditions existing prior to the Company’s acquisition of such facilities. The Company’s estimates are based primarily on investigations and remediation plans established by independent consultants, regulatory agencies and potentially responsible third parties. The Company does not discount remediation obligations. At December 31, 2022 and 2021, the current portion of remediation reserves was $3,165 and $2,300, respectively, which is included in Accrued liabilities in the Consolidated Balance Sheets. At December 31, 2022 and 2021, the long-term portion of remediation reserves was $17,284 and $20,483, respectively, which is included in Other long-term liabilities in the Consolidated Balance Sheets. Any substantial increase in the liabilities for remediation of environmental damage incurred by the Company could have a material adverse effect on the Company’s financial condition, results of operations or cash flows.
104
WASTE CONNECTIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLAR AMOUNTS IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)
Legal Proceedings
In the normal course of its business and as a result of the extensive governmental regulation of the solid waste and E&P waste industries, the Company is subject to various judicial and administrative proceedings involving Canadian regulatory authorities as well as U.S. federal, state and local agencies. In these proceedings, an agency may subpoena the Company for records, or seek to impose fines on the Company or revoke or deny renewal of an authorization held by the Company, including an operating permit. From time to time, the Company 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, transfer stations, and E&P waste treatment, recovery and disposal operations, or alleging environmental damage or violations of the permits and licenses pursuant to which the Company operates. The Company uses $1,000 as a threshold (up from the previously required threshold of $300) for disclosing environmental matters involving potential monetary sanctions.
In addition, the Company is a party to 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 normal operation of the Company’s business. Except as noted in the matters described below, as of December 31, 2022, there is no current proceeding or litigation involving the Company or its property that the Company believes could have a material adverse effect on its business, financial condition, results of operations or cash flows.
Jefferson Parish, Louisiana Landfill Litigation
Between June 2016 and December 31, 2020, one of the Company’s subsidiaries, Louisiana Regional Landfill Company (“LRLC”), conducted certain operations at a municipal solid waste landfill known as the Jefferson Parish Landfill (the “Landfill”), located in Avondale, Louisiana, near the City of New Orleans. LRLC’s operations were governed by an Operating Agreement, entered into in May 2012 by LRLC under its previous name, IESI LA Landfill Corporation, and the owner of the Landfill, Jefferson Parish (the “Parish”). The Parish also holds the State of Louisiana permit for the operation of the Landfill. Aptim Corporation operated the landfill gas collection system at the Landfill under a separate contract with the Parish.
In July and August 2018, four separate lawsuits seeking class action status were filed against LRLC and certain other Company subsidiaries, the Parish, and Aptim Corporation in Louisiana state court, and subsequently removed to the United States District Court for the Eastern District of Louisiana, before Judge Susie Morgan in New Orleans. The Court later consolidated the claims of the putative class action plaintiffs. Beginning in December 2018, a series of 11 substantively identical mass actions were filed in Louisiana state court against LRLC and certain other Company subsidiaries, the Parish, and Aptim Corporation. The claims of the mass action plaintiffs were consolidated in federal court in the Eastern District of Louisiana, also before Judge Susie Morgan (the “Addison” action).
The putative class actions and the Addison action assert claims for damages from odors allegedly emanating from the Landfill. The consolidated putative class action complaint alleges that the Landfill released “noxious odors” into the plaintiffs’ properties and the surrounding community and asserts a range of liability theories—nuisance, negligence (since dismissed), and strict liability—against all defendants. The putative class is described as all residents of Jefferson Parish who have sustained legally cognizable damages as a result of odors from the Landfill, but the complaint proposes to revise the geographic definition based on further evidence. The putative class plaintiffs seek unspecified damages for unidentified nuisance and property value diminution. The Addison plaintiffs assert claims for nuisance, negligence, and (with respect to the Parish) unconstitutional takings under the Louisiana constitution; on behalf of two plaintiffs, the Addison complaint also asserts claims for wrongful death and survivorship.
105
WASTE CONNECTIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLAR AMOUNTS IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)
The Court held an eight-day trial on general causation during January and February 2022. General causation was to address the questions of whether the Landfill could cause odors and emissions that are able to reach plaintiffs’ properties and whether those odors and emissions could result in the types of medical impacts and nuisance conditions complained of by the putative class and mass action plaintiffs. Among other things, defendants urged the court to find general causation tied to the geographic limits of landfill emissions that may have the potential to cause a nuisance based on air modeling done by defendants’ experts.
On November 29, 2022, the Court issued a 45-page decision on the general causation trial. The Court concluded that all putative class and mass action plaintiffs established general causation—specifically that emissions and gases from the Landfill were capable of causing certain damages alleged by the plaintiffs. The Court held that it only needed to determine the level of exposure necessary to result in injuries and that the level existed somewhere offsite, and that it was not required to delineate this level of exposure within a geographic area. The Court did, however, limit the time period for damages, to between July 2017 and December 2019, and the types of alleged injuries for which the plaintiffs are able to seek damages, to headaches, nausea, vomiting, loss of appetite, sleep disruption, dizziness, fatigue, anxiety and worry, a decrease in quality of life, and loss of enjoyment or use of property. The Addison Plaintiffs’ claims of diminution of property value were put on a separate track from these damages and not addressed.
The Court has held two case management conferences since the general causation decision to discuss how to proceed with the class and mass action cases, and the Court has proposed trying certain Addison plaintiffs’ cases on the merits prior to class certification being determined as to the putative class case. The Company has opposed that sequence by motion, and the Court has recognized its objection on the record. Subject to that objection, the Company is negotiating a case management order with the Addison plaintiffs that allows for fact and expert discovery on a subset of Addison plaintiffs before selecting 6-10 individuals who will proceed to trial. Trial is expected to be scheduled for the third quarter of 2023.
The Company has already obtained dismissal of approximately one third of the original Addison plaintiffs, the number of which now total 547, and believes it has strong defenses to the merits of the mass actions, including specific causation issues due to other odor sources in the area. The Company also believes it has strong defenses to certification of the putative class actions, although the Court has not yet indicated when it will allow certification to be briefed and decided. The Company is continuing to vigorously defend itself in these lawsuits; however, at this time, the Company is not able to determine the likelihood of any outcome regarding the underlying claims, including the allocation of any potential liability among the Company, the Parish and Aptim Corporation.
Los Angeles County, California Landfill Expansion Litigation
A. Chiquita Canyon, LLC Lawsuit Against Los Angeles County
In October 2004, the Company’s subsidiary, Chiquita Canyon, LLC (“CCL”), then under prior ownership, filed an application (the “Application”) with the County of Los Angeles (the “County”) Department of Regional Planning (“DRP”) for a conditional use permit (the “CUP”) to authorize the continued operation and expansion of the Chiquita Canyon Landfill (the “Landfill”). The Landfill has operated since 1972, and as a regional landfill, accepted approximately 2.6 million tons of materials for disposal and beneficial use in 2022. The Application requested expansion of the existing waste footprint on CCL’s contiguous property, an increase in maximum elevation, creation of a new entrance and new support facilities, construction of a facility for the County or another third-party operator to host household hazardous waste collection events, designation of an area for mixed organics/composting, and other modifications.
After many years of reviews and delays, upon the recommendation of County staff, the County’s Regional Planning Commission (the “Commission”) approved the Application on April 19, 2017, but imposed operating conditions, fees and exactions that substantially reduced the historical landfill operations and represented a large increase in aggregate taxes and fees. CCL objected to many of the requirements imposed by the Commission. Current estimates for new costs imposed on CCL under the CUP are in excess of $300,000.
106
WASTE CONNECTIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLAR AMOUNTS IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)
CCL appealed the Commission’s decision to the County Board of Supervisors, but the appeal was not successful. At a subsequent hearing, on July 25, 2017, the Board of Supervisors approved the CUP. On October 20, 2017, CCL filed in the Superior Court of California, County of Los Angeles a verified petition for writ of mandate and complaint against the County and the County Board of Supervisors captioned Chiquita Canyon, LLC v. County of Los Angeles, No. BS171262 (Los Angeles Co. Super Ct.) (the “Complaint”). The Complaint challenges the terms of the CUP in 13 counts generally alleging that the County violated multiple California and federal statutes and California and federal constitutional protections. CCL seeks the following relief: (a) an injunction and writ of mandate against certain of the CUP’s operational restrictions, taxes and fees, (b) a declaration that the challenged conditions are unconstitutional and in violation of state and federal statutes, (c) reimbursement for any such illegal fees paid under protest, (d) damages, (e) an award of just compensation for a taking, (f) attorney fees, and (g) all other appropriate legal and equitable relief.
Following extensive litigation in 2018 and 2019 on the permissible scope of CCL’s challenge, the Superior Court issued its decision on July 2, 2020, granting CCL’s petition for writ of mandate in part and denying it in part. CCL prevailed with respect to 12 of the challenged conditions, many of which imposed new fees and exactions on the Landfill. On October 11, 2022, CCL and the County entered into a settlement agreement that requires Chiquita to file a CUP modification application with the County embodying the terms of the settlement agreement. Chiquita filed the CUP modification application on November 10, 2022. If the CUP modification application is approved by the County and certain other contingencies are satisfied, Chiquita will dismiss this lawsuit. However, at this time, the Company is not able to determine the likelihood of any outcome in this matter.
B. December 11, 2017 Notice of Violation Regarding Certain CUP Conditions.
The County, through its DRP, issued a Notice of Violation, dated December 11, 2017 (the “NOV”), alleging that CCL violated certain conditions of the CUP, including Condition 79(B)(6) of the CUP by failing to pay an $11,600 Bridge & Thoroughfare Fee (“B&T Fee”) that was purportedly due on July 25, 2017. The alleged B&T fee was ostensibly to fund the construction of transportation infrastructure in the area of the Landfill. At the time the NOV was issued, CCL had already contested the legality of the B&T fee in the October 20, 2017 Complaint filed against the County in Los Angeles County Superior Court, described above under paragraph A (the “CUP lawsuit”).
On January 12, 2018, CCL filed an appeal of the alleged violations in the NOV. Subsequently, CCL filed additional legal arguments and exhibits contesting the NOV. On March 6, 2018, a DRP employee designated as hearing officer sustained the NOV, including the $11,600 B&T fee, and imposed an administrative penalty in the amount of $83 and a noncompliance fee of $0.75. A written decision memorializing the hearing officer’s findings and order was issued on July 10, 2018. On April 13, 2018, CCL filed in the Superior Court of California, County of Los Angeles a Petition for Writ of Administrative Mandamus against the County seeking to overturn the decision sustaining the NOV, contending that the NOV and decision are not supported by the facts or law. On July 17, 2018, the Court granted CCL leave to pay the $11,600 B&T fee and to amend its Complaint in the CUP lawsuit to reflect the payment under protest, allowing the challenge to the B&T fee under the Mitigation Fee Act to proceed in the CUP lawsuit. CCL paid the B&T fee under protest on August 10, 2018, and also paid on that date the administrative penalty of $83 and a noncompliance fee of $0.75. The Court indicated that the NOV case would be coordinated with the CUP lawsuit. On October 11, 2022, CCL and the County entered into a settlement agreement, described above under paragraph A. If the CUP modification application is approved by the County and certain other contingencies are satisfied, Chiquita will dismiss this lawsuit. However, at this time, the Company is not able to determine the likelihood of any outcome in this matter.
Collective Bargaining Agreements
Seventeen of the Company’s collective bargaining agreements have expired or are set to expire in 2023. The Company does not expect any significant disruption in its overall business in 2023 as a result of labor negotiations, employee strikes or organizational efforts.
107
WASTE CONNECTIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLAR AMOUNTS IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)
14. SHAREHOLDERS’ EQUITY
Employee Share Purchase Plan
On May 15, 2020, the Company’s shareholders approved the ESPP. Under the ESPP, qualified employees may elect to have payroll deductions withheld from their eligible compensation on each payroll date in amounts equal to or greater than one percent (1%) but not in excess of ten percent (10%) of eligible compensation in order to purchase the Company’s common shares under certain terms and subject to certain restrictions set forth in the ESPP. The exercise price is equal to 95% of the closing price of the Company’s common shares on the last day of the relevant offering period; provided, however, that such exercise price will not be less than 85% of the volume weighted average price of the Company’s common shares as reflected on the TSX over the final five trading days of such offering period. The maximum number of shares that may be issued under the ESPP is 1,000,000. Under the ESPP, employees purchased 26,582 of the Company’s common shares for $3,270 during the year ended December 31, 2022. Under the ESPP, employees purchased 10,813 of the Company’s common shares for $1,222 during the year ended December 31, 2021.
Cash Dividend
The Board of Directors of the Company authorized the initiation of a quarterly cash dividend in October 2010 and has increased it on an annual basis. In November 2022, the Company announced that its Board of Directors increased its regular quarterly cash dividend by $0.025, from $0.23 to $0.255 per Company common share. Cash dividends of $243,013, $220,203 and $199,883 were paid during the years ended December 31, 2022, 2021 and 2020, respectively.
Normal Course Issuer Bid
On July 26, 2022, the Board of Directors of the Company approved, subject to receipt of regulatory approvals, the annual renewal of the Company’s normal course issuer bid (the “NCIB”) to purchase up to 12,859,066 of the Company’s common shares during the period of August 10, 2022 to August 9, 2023 or until such earlier time as the NCIB is completed or terminated at the option of the Company. The renewal followed the conclusion of the Company’s NCIB that expired August 9, 2022. The Company received TSX approval for its annual renewal of the NCIB on August 8, 2022. Under the NCIB, the Company may make share repurchases only in the open market, including on the NYSE, the TSX, and/or alternative Canadian trading systems, at the prevailing market price at the time of the transaction.
In accordance with TSX rules, any daily repurchases made through the TSX and alternative Canadian trading systems is limited to a maximum of 85,956 common shares, which represents 25% of the average daily trading volume on the TSX of 343,825 common shares for the period from February 1, 2022 to July 31, 2022. The TSX rules also allow the Company to purchase, once a week, a block of common shares not owned by any insiders, which may exceed such daily limit. The maximum number of shares that can be purchased per day on the NYSE will be 25% of the average daily trading volume for the four calendar weeks preceding the date of purchase, subject to certain exceptions for block purchases.
The timing and amounts of any repurchases pursuant to the NCIB will depend on many factors, including the Company’s capital structure, the market price of the common shares and overall market conditions. All common shares purchased under the NCIB will be immediately cancelled following their repurchase.
For the year ended December 31, 2022, the Company repurchased 3,388,155 common shares pursuant to the NCIB in effect during that period at an aggregate cost of $424,999. For the year ended December 31, 2021, the Company repurchased 3,003,822 common shares pursuant to the NCIB in effect during that period at an aggregate cost of $338,993. For the year ended December 31, 2020, the Company repurchased 1,271,977 common shares pursuant to the NCIB in effect during that period at an aggregate cost of $105,654. As of December 31, 2022, the remaining maximum number of shares available for repurchase under the NCIB was 12,859,066.
108
WASTE CONNECTIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLAR AMOUNTS IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)
Common Shares
The Company is authorized to issue an unlimited number of common shares, that have no par value, and uses reserved but unissued common shares to satisfy its obligations under its equity-based compensation plans. As of December 31, 2022, the Company has reserved the following common shares for issuance:
For outstanding RSUs, PSUs and warrants |
|
2,233,831 |
For future grants under the 2016 Incentive Award Plan |
|
3,262,941 |
For future grants under the Employee Share Purchase Plan |
|
948,011 |
|
|
6,444,783 |
Common Shares Held in Trust
Common shares held in trust at December 31, 2022 consist of 65,459 shares of the Company held in a trust that were acquired by Progressive Waste prior to June 1, 2016 for the benefit of its U.S. and Canadian employees participating in certain share-based compensation plans. A total of 735,171 common shares were held in the trust on June 1, 2016 when it was acquired by the Company in the Progressive Waste acquisition. Common shares held in trust are classified as treasury shares in the Company’s Consolidated Balance Sheets. The Company will sell shares out of the trust and remit cash or shares to employees and non-employee directors as restricted share units vest and deferred share units settle, under the Progressive Waste share-based compensation plans that were continued by the Company. During the years ended December 31, 2022, 2021 and 2020, the Company sold 5,203, 3,522 and 7,330 common shares held in the trust, respectively, to settle vested restricted share units and deferred share units.
Special Shares
The Company is authorized to issue an unlimited number of special shares. Holders of special shares are entitled to one vote in matters of the Company for each special share held. The special shares carry no right to receive dividends or to receive the remaining property or assets of the Company upon dissolution or wind-up. At December 31, 2022, 2021 and 2020, no special shares were issued.
Preferred Shares
The Company is authorized to issue an unlimited number of preferred shares, issuable in series. Each series of preferred shares issued shall have rights, privileges, restrictions and conditions as determined by the Board of Directors prior to their issuance. Preferred shareholders are not entitled to vote, but take preference over the common shareholders rights in the remaining property and assets of the Company in the event of dissolution or wind-up. At December 31, 2022, 2021 and 2020, no preferred shares were issued.
Restricted Share Units, Performance-Based Restricted Share Units, Share Options and Share Purchase Warrants
In connection with the Progressive Waste acquisition, each Waste Connections US, Inc. restricted stock unit award, deferred restricted stock unit award and warrant outstanding immediately prior to the Progressive Waste acquisition was automatically converted into a restricted share unit award, deferred restricted share unit award or warrant, as applicable, relating to an equal number of common shares of the Company, on the same terms and conditions as were applicable immediately prior to the Progressive Waste acquisition under such equity award. Such conversion of equity awards was approved by the Company’s shareholders at its shareholder meeting as part of the shareholders’ approval of the Progressive Waste acquisition. At its meeting on June 1, 2016, the Company’s Board of Directors approved the assumption by the Company of the Waste Connections US, Inc. 2014 Incentive Plan Award (the “2014 Plan”), the Waste Connections US, Inc. Third Amended and Restated 2004 Equity Incentive Plan (the “2004 Plan”), and the Waste Connections US, Inc. Consultant Incentive Plan (the “Consultant Plan,” and, together with the 2014 Plan and the 2004 Plan, the “Assumed Plans”) for the purposes of administering the Assumed Plans and the awards issued thereunder.
109
WASTE CONNECTIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLAR AMOUNTS IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)
No additional awards will be made under any of the Assumed Plans. Upon the vesting, expiration, exercise in accordance with their terms or other settlement of all of the awards made pursuant to an Assumed Plan, such Assumed Plan shall automatically terminate. The 2014 Plan and the Consultant Plan have each automatically terminated.
Participation in the 2004 Plan was limited to employees, officers, directors and consultants. Restricted share units (“RSUs”) granted under the 2004 Plan generally vest in installments pursuant to a vesting schedule set forth in each agreement. The Board of Directors authorized the granting of awards under the 2004 Plan, and determined the employees and consultants to whom such awards were to be granted, the number of shares subject to each award, and the exercise price, term, vesting schedule and other terms and conditions of each award. RSU awards granted under the plan did not require any cash payment from the participant to whom an award was made. No grants have been made under the 2004 Plan since May 16, 2014 pursuant to the approval by the stockholders of the 2014 Plan on such date.
On June 1, 2016, the Company’s Board of Directors adopted the 2016 Incentive Award Plan (the “2016 Plan”), which was approved by Progressive Waste’s shareholders on May 26, 2016. On each of July 24, 2017 and 2018, the Board of Directors approved certain housekeeping amendments to the 2016 Plan. The 2016 Plan, as amended, is administered by the Company’s Compensation Committee and provides that the aggregate number of common shares which may be issued from treasury pursuant to awards made under the 2016 Plan is 7,500,000 common shares. Awards under the 2016 Plan may be made to employees, consultants and non-employee directors and may be made in the form of options, warrants, restricted shares, restricted share units, performance awards (which may be paid in cash, common shares, or a combination thereof), dividend equivalent awards (representing a right of the holder thereof to receive the equivalent value (which may be paid in cash or common shares) of dividends paid on common shares), and share payments (a payment in the form of common shares or an option or other right to purchase common shares as part of a bonus, defined compensation or other arrangement). Non-employee directors are also eligible to receive deferred share units, which represent the right to receive a cash payment or its equivalent in common shares (or a combination of cash and common shares), or which may at the time of grant be expressly limited to settlement only in cash and not in common shares.
Restricted Share Units
A summary of the Company’s RSU activity is presented below:
|
|
Years Ended December 31, |
|||||||
|
|
2022 |
|
2021 |
|
2020 |
|||
Weighted average grant-date fair value of restricted share units granted |
|
$ |
121.26 |
|
$ |
100.27 |
|
$ |
101.79 |
Total fair value of restricted share units vested |
|
$ |
28,751 |
|
$ |
26,711 |
|
$ |
23,742 |
A summary of activity related to RSUs during the year ended December 31, 2022, is presented below:
|
|
|
|
Weighted-Average |
|
|
|
|
|
Grant Date Fair |
|
|
|
Unvested Shares |
|
Value Per Share |
|
Outstanding at December 31, 2021 |
|
861,695 |
|
$ |
95.63 |
Granted |
|
483,281 |
|
$ |
121.26 |
Forfeited |
|
(70,126) |
|
$ |
110.86 |
Vested and issued |
|
(318,851) |
|
$ |
90.17 |
Outstanding at December 31, 2022 |
|
955,999 |
|
$ |
109.29 |
Recipients of the Company’s RSUs who participate in the Company’s Nonqualified Deferred Compensation Plan may have elected in years prior to 2015 to defer some or all of their RSUs as they vest until a specified date or dates they choose. At the end of the deferral periods, unless a qualified participant makes certain other elections, the Company issues to recipients who deferred their RSUs common shares of the Company underlying the deferred RSUs.
110
WASTE CONNECTIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLAR AMOUNTS IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)
At December 31, 2022, 2021 and 2020, the Company had 81,352, 100,861 and 177,760 vested deferred RSUs outstanding, respectively.
Performance-Based Restricted Share Units
A summary of the Company’s PSU activity is presented below:
|
|
Years Ended December 31, |
|||||||
|
|
2022 |
|
2021 |
|
2020 |
|||
Weighted average grant-date fair value of PSUs granted |
|
$ |
117.94 |
|
$ |
96.99 |
|
$ |
87.19 |
Total fair value of PSUs vested |
|
$ |
4,674 |
|
$ |
10,954 |
|
$ |
15,628 |
A summary of activity related to PSUs during the year ended December 31, 2022, is presented below:
|
|
|
|
Weighted-Average |
|
|
|
|
|
Grant Date Fair |
|
|
|
Unvested Shares |
|
Value Per Share |
|
Outstanding at December 31, 2021 |
|
392,043 |
|
$ |
91.63 |
Granted |
|
95,038 |
|
$ |
117.94 |
Forfeited |
|
(87,554) |
|
$ |
80.70 |
Vested and issued |
|
(57,677) |
|
$ |
81.04 |
Outstanding at December 31, 2022 |
|
341,850 |
|
$ |
103.53 |
During the year ended December 31, 2022, the Company’s Compensation Committee granted PSUs with three-year performance-based metrics that the Company must meet before those awards may be earned, and the performance period for those grants ends on December 31, 2024. During the year ended December 31, 2021, the Company’s Compensation Committee granted PSUs with three-year performance-based metrics that the Company must meet before those awards may be earned, and the performance period for those grants ends on December 31, 2023. During the year ended December 31, 2020, the Company’s Compensation Committee granted PSUs with three-year performance-based metrics that the Company was required to meet before those awards were earned, and the performance period for those grants ended on December 31, 2022. During the same period, the Company’s Compensation Committee also granted PSUs with a one-year performance-based metric that the Company was required to meet before those awards were earned, with the awards then subject to time-based vesting for the remaining three years of their four-year vesting period. The Compensation Committee determines the achievement of performance results and corresponding vesting of PSUs for each performance period.
Share Purchase Warrants
The Company has outstanding share purchase warrants issued under the 2016 Plan. Warrants to purchase the Company’s common shares were issued to certain consultants to the Company. Warrants issued were fully vested and exercisable at the date of grant. Warrants outstanding at December 31, 2022, expire between 2023 and 2027.
111
WASTE CONNECTIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLAR AMOUNTS IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)
A summary of warrant activity during the year ended December 31, 2022, is presented below:
|
|
|
|
Weighted-Average |
|
|
|
Warrants |
|
Exercise Price |
|
Outstanding at December 31, 2021 |
|
578,405 |
|
$ |
104.82 |
Granted |
|
380,478 |
|
$ |
138.33 |
Forfeited |
|
(65,331) |
|
$ |
80.49 |
Exercised |
|
(38,922) |
|
$ |
78.24 |
Outstanding at December 31, 2022 |
|
854,630 |
|
$ |
122.81 |
The following table summarizes information about warrants outstanding as of December 31, 2022 and 2021:
|
|
|
|
|
|
Fair Value of |
|
|
|
|
|
|
|
Warrants |
|
|
|
Warrants |
|
Outstanding at December 31, |
|||
Grant Date |
|
Issued |
|
Exercise Price |
|
Issued |
|
2022 |
|
2021 |
|
Throughout 2017 |
|
35,382 |
|
$53.65 to $69.96 |
|
$ |
595 |
|
— |
|
1,521 |
Throughout 2018 |
|
163,995 |
|
$70.91 to $80.90 |
|
$ |
2,591 |
|
45,024 |
|
112,756 |
Throughout 2019 |
|
151,008 |
|
$74.25 to $95.61 |
|
$ |
2,634 |
|
66,977 |
|
101,977 |
Throughout 2020 |
|
164,890 |
|
$72.65 to $104.89 |
|
$ |
3,140 |
|
146,386 |
|
146,386 |
Throughout 2021 |
|
218,166 |
|
$99.33 to $135.97 |
|
$ |
5,584 |
|
215,765 |
|
215,765 |
Throughout 2022 |
|
380,478 |
|
$125.32 to $143.95 |
|
$ |
12,972 |
|
380,478 |
|
— |
|
|
|
|
|
|
|
|
|
854,630 |
|
578,405 |
Deferred Share Units
A summary of the Company’s deferred share units (“DSUs”) activity is presented below:
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, |
|||||||
|
|
2022 |
|
2021 |
|
2020 |
|||
Weighted average grant-date fair value of DSUs granted |
|
$ |
121.00 |
|
$ |
99.80 |
|
$ |
103.81 |
Total fair value of DSUs awarded |
|
$ |
253 |
|
$ |
285 |
|
$ |
272 |
The DSUs consist of a combination of DSU grants outstanding under the Progressive Waste share-based compensation plans that were continued by the Company following the Progressive Waste acquisition and DSUs granted by the Company since the Progressive Waste acquisition.
A summary of activity related to DSUs during the year ended December 31, 2022, is presented below:
|
|
|
|
Weighted-Average |
|
|
|
|
|
Grant Date Fair |
|
|
|
Vested Shares |
|
Value Per Share |
|
Outstanding at December 31, 2021 |
|
24,442 |
|
$ |
64.05 |
Granted |
|
2,094 |
|
$ |
121.00 |
Outstanding at December 31, 2022 |
|
26,536 |
|
$ |
68.55 |
Other Restricted Share Units
RSU grants outstanding under the Progressive Waste share-based compensation plans were continued by the Company following the Progressive Waste acquisition and allow for the issuance of shares or cash settlement to employees upon vesting.
112
WASTE CONNECTIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLAR AMOUNTS IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)
A summary of activity related to Progressive Waste RSUs during the year ended December 31, 2022, is presented below:
|
|
|
Outstanding at December 31, 2021 |
|
63,032 |
Cash settled |
|
(5,203) |
Outstanding at December 31, 2022 |
|
57,829 |
No RSUs under the Progressive Waste share-based compensation plans were granted subsequent to June 1, 2016. All remaining RSUs were vested as of December 31, 2019.
Share-Based Options
Share-based options outstanding under the Progressive Waste share-based compensation plans were continued by the Company following the Progressive Waste acquisition and allow for the issuance of shares or cash settlement to employees upon vesting. A summary of activity related to Progressive Waste share-based options during the year ended December 31, 2022, is presented below:
|
|
|
Outstanding at December 31, 2021 |
|
45,869 |
Cash settled |
|
(2,299) |
Outstanding at December 31, 2022 |
|
43,570 |
No share-based options under the Progressive Waste share-based compensation plans were granted subsequent to June 1, 2016. All outstanding share-based options were vested as of December 31, 2017.
15. OTHER COMPREHENSIVE INCOME (LOSS)
Other comprehensive income (loss) includes changes in the fair value of interest rate swaps that qualify for hedge accounting. The components of other comprehensive income (loss) and related tax effects for the years ended December 31, 2022, 2021 and 2020, are as follows:
|
|
Year Ended December 31, 2022 |
|||||||
|
|
Gross |
|
Tax Effect |
|
Net of Tax |
|||
Interest rate swap amounts reclassified into interest expense |
|
$ |
6,551 |
|
$ |
(1,736) |
|
$ |
4,815 |
Changes in fair value of interest rate swaps |
|
|
76,336 |
|
|
(20,229) |
|
|
56,107 |
Foreign currency translation adjustment |
|
|
(157,336) |
|
|
— |
|
|
(157,336) |
|
|
$ |
(74,449) |
|
$ |
(21,965) |
|
$ |
(96,414) |
|
|
Year Ended December 31, 2021 |
|||||||
|
|
Gross |
|
Tax Effect |
|
Net of Tax |
|||
Interest rate swap amounts reclassified into interest expense |
|
$ |
20,321 |
|
$ |
(5,385) |
|
$ |
14,936 |
Changes in fair value of interest rate swaps |
|
|
23,287 |
|
|
(6,171) |
|
|
17,116 |
Foreign currency translation adjustment |
|
|
8,183 |
|
|
— |
|
|
8,183 |
|
|
$ |
51,791 |
|
$ |
(11,556) |
|
$ |
40,235 |
113
WASTE CONNECTIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLAR AMOUNTS IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)
|
|
Year Ended December 31, 2020 |
|||||||
|
|
Gross |
|
Tax Effect |
|
Net of Tax |
|||
Interest rate swap amounts reclassified into interest expense |
|
$ |
9,778 |
|
$ |
(2,591) |
|
$ |
7,187 |
Changes in fair value of interest rate swaps |
|
|
(64,664) |
|
|
17,136 |
|
|
(47,528) |
Foreign currency translation adjustment |
|
|
50,653 |
|
|
— |
|
|
50,653 |
|
|
$ |
(4,233) |
|
$ |
14,545 |
|
$ |
10,312 |
A roll forward of the amounts included in AOCIL, net of taxes, is as follows:
|
|
|
|
|
Foreign |
|
Accumulated |
||
|
|
|
|
|
Currency |
|
Other |
||
|
|
Interest |
|
Translation |
|
Comprehensive |
|||
|
|
Rate Swaps |
|
Adjustment |
|
Income (Loss) |
|||
Balance at December 31, 2020 |
|
$ |
(69,596) |
|
$ |
68,945 |
|
$ |
(651) |
Amounts reclassified into earnings |
|
|
14,936 |
|
|
— |
|
|
14,936 |
Changes in fair value |
|
|
17,116 |
|
|
— |
|
|
17,116 |
Foreign currency translation adjustment |
|
|
— |
|
|
8,183 |
|
|
8,183 |
Balance at December 31, 2021 |
|
|
(37,544) |
|
|
77,128 |
|
|
39,584 |
Amounts reclassified into earnings |
|
|
4,815 |
|
|
— |
|
|
4,815 |
Changes in fair value |
|
|
56,107 |
|
|
— |
|
|
56,107 |
Foreign currency translation adjustment |
|
|
— |
|
|
(157,336) |
|
|
(157,336) |
Balance at December 31, 2022 |
|
$ |
23,378 |
|
$ |
(80,208) |
|
$ |
(56,830) |
16. INCOME TAXES
The Company’s operations are conducted through its various subsidiaries in countries throughout the world. The Company has provided for income taxes based upon the tax laws and rates in the countries in which operations are conducted and income is earned.
Income before provision for income taxes consists of the following:
|
|
Years Ended December 31, |
|||||||
|
|
2022 |
|
2021 |
|
2020 |
|||
U.S. |
|
$ |
734,126 |
|
$ |
574,737 |
|
$ |
22,349 |
Non – U.S. |
|
|
314,837 |
|
|
196,005 |
|
|
231,565 |
Income before income taxes |
|
$ |
1,048,963 |
|
$ |
770,742 |
|
$ |
253,914 |
114
WASTE CONNECTIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLAR AMOUNTS IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)
The provision for income taxes consists of the following:
|
|
Years Ended December 31, |
|||||||
|
|
2022 |
|
2021 |
|
2020 |
|||
Current: |
|
|
|
|
|
|
|
|
|
U.S. Federal |
|
$ |
59,675 |
|
$ |
71,180 |
|
$ |
65,143 |
State |
|
|
28,770 |
|
|
34,439 |
|
|
28,325 |
Non – U.S. |
|
|
31,036 |
|
|
32,071 |
|
|
6,941 |
|
|
|
119,481 |
|
|
137,690 |
|
|
100,409 |
Deferred: |
|
|
|
|
|
|
|
|
|
U.S. Federal |
|
|
95,397 |
|
|
51,534 |
|
|
(36,659) |
State |
|
|
16,840 |
|
|
5,093 |
|
|
(8,762) |
Non – U.S. |
|
|
(18,756) |
|
|
(42,064) |
|
|
(5,066) |
|
|
|
93,481 |
|
|
14,563 |
|
|
(50,487) |
Provision for income taxes |
|
$ |
212,962 |
|
$ |
152,253 |
|
$ |
49,922 |
The Company is organized under the laws of Ontario, Canada; however, since the proportion of U.S. revenues, assets, operating income and associated tax provisions is significantly greater than any other single taxing jurisdiction within the worldwide group, the reconciliation of the differences between the Company’s income tax provision as presented in the accompanying Consolidated Statements of Net Income and income tax provision computed at the federal statutory rate is presented on the basis of the U.S. federal statutory income tax rate of 21%, as opposed to the Canadian statutory rate of approximately 27% to provide a more meaningful insight into those differences. The items shown in the following table are a percentage of pre-tax income:
|
|
Years Ended December 31, |
|
||||
|
|
2022 |
|
2021 |
|
2020 |
|
U.S. federal statutory rate |
|
21.0 |
% |
21.0 |
% |
21.0 |
% |
State taxes, net of federal benefit |
|
4.2 |
|
4.7 |
|
4.5 |
|
Deferred income tax liability adjustments |
|
— |
|
0.3 |
|
1.6 |
|
Effect of international operations |
|
(4.0) |
|
(6.3) |
|
(7.0) |
|
Other |
|
(0.9) |
|
0.1 |
|
(0.4) |
|
|
|
20.3 |
% |
19.8 |
% |
19.7 |
% |
The comparability of the Company’s income tax provision for the reported periods has been affected by variations in its income before income taxes.
The effects of international operations are primarily due to a portion of the Company’s income from internal financing that is taxed at effective rates substantially lower than the U.S. federal statutory rate. For the year ended December 31, 2020, the Company’s income tax provision included a $27,358 expense associated with certain 2019 inter-entity payments no longer being deductible for tax purposes due to the finalization of tax regulations on April 7, 2020 under Internal Revenue Code Section 267A and a $4,148 expense related to an increase in the Company’s deferred income tax liabilities resulting from the impairment of certain assets within its E&P waste services which impacted the geographical apportionment of its state income taxes.
115
WASTE CONNECTIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLAR AMOUNTS IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)
The significant components of deferred income tax assets and liabilities, reduced by valuation allowances as applicable, are presented below:
|
|
December 31, |
||||
|
|
2022 |
|
2021 |
||
Deferred income tax assets: |
|
|
|
|
|
|
Accrued expenses |
|
$ |
33,680 |
|
$ |
31,840 |
Compensation |
|
|
23,194 |
|
|
22,545 |
Contingent liabilities |
|
|
19,966 |
|
|
21,268 |
Tax credits and loss carryforwards |
|
|
33,019 |
|
|
24,415 |
Interest rate swaps |
|
|
— |
|
|
13,536 |
Finance costs |
|
|
13,856 |
|
|
24,264 |
Gross deferred income tax assets |
|
|
123,715 |
|
|
137,868 |
Less: Valuation allowance |
|
|
— |
|
|
— |
Total deferred income tax assets |
|
|
123,715 |
|
|
137,868 |
|
|
|
|
|
|
|
Deferred income tax liabilities: |
|
|
|
|
|
|
Goodwill and other intangibles |
|
|
(434,500) |
|
|
(397,855) |
Property and equipment |
|
|
(579,615) |
|
|
(484,519) |
Landfill closure and post-closure |
|
|
(22,745) |
|
|
(18,597) |
Prepaid expenses |
|
|
(15,088) |
|
|
(11,534) |
Investment in subsidiaries |
|
|
(69,257) |
|
|
(69,286) |
Interest rate swaps |
|
|
(8,429) |
|
|
— |
Other |
|
|
(7,823) |
|
|
(6,998) |
Total deferred income tax liabilities |
|
|
(1,137,457) |
|
|
(988,789) |
Net deferred income tax liability |
|
$ |
(1,013,742) |
|
$ |
(850,921) |
The Company has $80,422 of Canadian tax loss carryforwards with a 20-year carryforward period which will begin to expire in 2036, as well as various U.S. state tax losses with carryforward periods up to 20 years.
As of December 31, 2022, the Company had undistributed earnings of approximately $3,393,993 for which income taxes have not been provided on permanently reinvested earnings of approximately $2,218,993. Additionally, the Company has not recorded deferred taxes on the amount of financial reporting basis in excess of tax basis of approximately $366,457 attributable to the Company’s non-U.S. subsidiaries which are permanently reinvested. It is not practical to estimate the additional tax that may become payable upon the eventual repatriation of these amounts; however, the tax impacts could result in a material increase to the Company’s effective tax rate.
The Company and its subsidiaries are subject to U.S. federal and Canadian income tax, which are its principal operating jurisdictions. The Company has concluded all U.S. federal income tax matters for years through 2018. Additionally, the normal reassessment period for the Company has expired for all Canadian federal income tax matters for years through 2017.
The Company did not have any unrecognized tax benefits recorded at December 31, 2022, 2021 or 2020. The Company does not anticipate the total amount of unrecognized tax benefits will significantly change by December 31, 2023. The Company recognizes interest and/or penalties related to income tax matters in income tax expense.
116
WASTE CONNECTIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLAR AMOUNTS IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)
17. SEGMENT REPORTING
The Company’s revenues are generated from the collection, transfer, recycling and disposal of non-hazardous solid waste and the treatment, recovery and disposal of non-hazardous E&P waste. No single contract or customer accounted for more than 10% of the Company’s total revenues at the consolidated or reportable segment level during the periods presented.
Effective April 1, 2023, the Company modified its organizational structure under new regional operating segments as the result of continued growth in its business. The Company now reports revenue and segment EBITDA based on the following six geographic solid waste operating segments: Southern, Western, Central, Eastern, Canada and MidSouth. A small number of operating locations have been reallocated from the Western segment to the Central segment, the previous Eastern segment has been bifurcated into two smaller geographies now referred to as the Eastern segment and MidSouth segment, and a small number of operating locations have been reallocated from the Southern segment to the MidSouth segment. The Company’s six geographic solid waste operating segments comprise its reportable segments. Each operating segment is responsible for managing several vertically integrated operations, which are comprised of districts. The segment information presented herein reflects the realignment of these regions.
The Company’s Chief Operating Decision Maker evaluates operating segment profitability and determines resource allocations based on several factors, of which the primary financial measure is segment EBITDA. The Company defines segment EBITDA as earnings before interest, taxes, depreciation, amortization, impairments and other operating items, other income (expense) and loss on early extinguishment of debt. Segment EBITDA is not a measure of operating income, operating performance or liquidity under GAAP and may not be comparable to similarly titled measures reported by other companies. The Company’s management uses segment EBITDA in the evaluation of segment operating performance as it is a profit measure that is generally within the control of the operating segments. A reconciliation of segment EBITDA to Income before income tax provision is included at the end of this Note 17.
Summarized financial information concerning the Company’s reportable segments for the years ended December 31, 2022, 2021 and 2020, is shown in the following tables:
Year Ended |
|
|
|
|
Intercompany |
|
Reported |
|
Segment |
|
Depreciation and |
|
Capital |
|
|
|
|||||
December 31, 2022 |
|
Revenue |
|
Revenue(b) |
|
Revenue |
|
EBITDA(c) |
|
Amortization |
|
Expenditures |
|
Total Assets(e) |
|||||||
Southern |
|
$ |
1,670,864 |
|
$ |
(176,425) |
|
$ |
1,494,439 |
|
$ |
466,519 |
|
$ |
175,614 |
|
$ |
151,093 |
|
$ |
3,410,888 |
Western |
|
|
1,605,574 |
|
|
(177,543) |
|
|
1,428,031 |
|
|
424,935 |
|
|
155,882 |
|
|
232,714 |
|
|
3,239,679 |
Central |
|
|
1,447,703 |
|
|
(159,355) |
|
|
1,288,348 |
|
|
446,315 |
|
|
156,895 |
|
|
181,065 |
|
|
2,803,853 |
Eastern |
|
|
1,445,193 |
|
|
(211,498) |
|
|
1,233,695 |
|
|
281,522 |
|
|
190,480 |
|
|
138,028 |
|
|
2,752,436 |
Canada |
|
|
1,047,672 |
|
|
(107,048) |
|
|
940,624 |
|
|
349,403 |
|
|
118,388 |
|
|
70,051 |
|
|
2,773,882 |
MidSouth |
|
|
992,922 |
|
|
(166,200) |
|
|
826,722 |
|
|
235,705 |
|
|
112,866 |
|
|
133,849 |
|
|
1,727,323 |
Corporate(a), (d) |
|
|
— |
|
|
— |
|
|
— |
|
|
(25,019) |
|
|
8,835 |
|
|
5,877 |
|
|
426,542 |
|
|
$ |
8,209,928 |
|
$ |
(998,069) |
|
$ |
7,211,859 |
|
$ |
2,179,380 |
|
$ |
918,960 |
|
$ |
912,677 |
|
$ |
17,134,603 |
Year Ended |
|
|
|
|
Intercompany |
|
Reported |
|
Segment |
|
Depreciation and |
|
Capital |
|
|
|
|||||
December 31, 2021 |
|
Revenue |
|
Revenue(b) |
|
Revenue |
|
EBITDA(c) |
|
Amortization |
|
Expenditures |
|
Total Assets(e) |
|||||||
Southern |
|
$ |
1,493,588 |
|
$ |
(172,526) |
|
$ |
1,321,062 |
|
$ |
369,221 |
|
$ |
173,235 |
|
$ |
139,258 |
|
$ |
3,154,940 |
Western |
|
|
1,383,124 |
|
|
(154,498) |
|
|
1,228,626 |
|
|
386,513 |
|
|
126,192 |
|
|
147,556 |
|
|
2,168,804 |
Central |
|
|
1,243,666 |
|
|
(142,261) |
|
|
1,101,405 |
|
|
379,644 |
|
|
138,683 |
|
|
149,360 |
|
|
2,429,811 |
Eastern |
|
|
1,111,546 |
|
|
(155,836) |
|
|
955,710 |
|
|
245,091 |
|
|
156,499 |
|
|
90,212 |
|
|
2,314,663 |
Canada |
|
|
965,705 |
|
|
(108,982) |
|
|
856,723 |
|
|
339,859 |
|
|
111,458 |
|
|
68,183 |
|
|
2,513,608 |
MidSouth |
|
|
832,386 |
|
|
(144,551) |
|
|
687,835 |
|
|
184,218 |
|
|
97,564 |
|
|
101,098 |
|
|
1,690,234 |
Corporate(a), (d) |
|
|
— |
|
|
— |
|
|
— |
|
|
(19,596) |
|
|
9,378 |
|
|
48,648 |
|
|
427,864 |
|
|
$ |
7,030,015 |
|
$ |
(878,654) |
|
$ |
6,151,361 |
|
$ |
1,884,950 |
|
$ |
813,009 |
|
$ |
744,315 |
|
$ |
14,699,924 |
117
WASTE CONNECTIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLAR AMOUNTS IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)
Year Ended |
|
|
|
|
Intercompany |
|
Reported |
|
Segment |
|
Depreciation and |
|
Capital |
|
|
|
|||||
December 31, 2020 |
|
Revenue |
|
Revenue(b) |
|
Revenue |
|
EBITDA(c) |
|
Amortization |
|
Expenditures |
|
Total Assets(e) |
|||||||
Southern |
|
$ |
1,419,987 |
|
$ |
(169,817) |
|
$ |
1,250,170 |
|
$ |
343,181 |
|
$ |
173,885 |
|
$ |
125,972 |
|
$ |
3,193,211 |
Western |
|
|
1,244,745 |
|
|
(141,993) |
|
|
1,102,752 |
|
|
346,585 |
|
|
111,515 |
|
|
126,370 |
|
|
1,770,403 |
Central |
|
|
1,058,909 |
|
|
(127,885) |
|
|
931,024 |
|
|
332,321 |
|
|
117,499 |
|
|
109,013 |
|
|
2,256,992 |
Eastern |
|
|
969,011 |
|
|
(142,927) |
|
|
826,084 |
|
|
196,068 |
|
|
143,744 |
|
|
111,912 |
|
|
1,908,333 |
Canada |
|
|
805,757 |
|
|
(95,297) |
|
|
710,460 |
|
|
256,119 |
|
|
103,334 |
|
|
109,886 |
|
|
2,544,379 |
MidSouth |
|
|
761,978 |
|
|
(136,478) |
|
|
625,500 |
|
|
172,559 |
|
|
94,172 |
|
|
75,661 |
|
|
1,428,929 |
Corporate(a), (d) |
|
|
— |
|
|
— |
|
|
— |
|
|
(15,283) |
|
|
8,255 |
|
|
5,747 |
|
|
890,117 |
|
|
$ |
6,260,387 |
|
$ |
(814,397) |
|
$ |
5,445,990 |
|
$ |
1,631,550 |
|
$ |
752,404 |
|
$ |
664,561 |
|
$ |
13,992,364 |
| (a) | The majority of Corporate expenses are allocated to the six operating segments. Direct acquisition expenses, expenses associated with common shares held in the deferred compensation plan exchanged for other investment options and share-based compensation expenses associated with Progressive Waste share-based grants outstanding at June 1, 2016 that were continued by the Company are not allocated to the six operating segments and comprise the net EBITDA of the Company’s Corporate segment for the periods presented. |
(b) |
Intercompany revenues reflect each segment’s total intercompany sales, including intercompany sales within a segment and between segments. Transactions within and between segments are generally made on a basis intended to reflect the market value of the service. |
(c) |
For those items included in the determination of segment EBITDA, the accounting policies of the segments are the same as those described in Note 3. |
(d) |
Corporate assets include cash, debt issuance costs, equity investments, operating lease right-of-use assets and corporate facility leasehold improvements and equipment. |
(e) |
Goodwill is included within total assets for each of the Company’s six operating segments. |
The following table shows changes in goodwill during the years ended December 31, 2021 and 2022, by reportable segment:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Southern |
|
Western |
|
Central |
|
Eastern |
|
Canada |
|
MidSouth |
|
Total |
|||||||
Balance as of December 31, 2020 |
|
$ |
1,532,215 |
|
$ |
442,862 |
|
$ |
824,204 |
|
$ |
1,374,577 |
|
$ |
1,552,792 |
|
$ |
— |
|
$ |
5,726,650 |
Goodwill transferred (a) |
|
|
(77,430) |
|
|
(36,486) |
|
|
39,037 |
|
|
(557,353) |
|
|
— |
|
|
632,232 |
|
|
— |
Goodwill acquired |
|
|
2,976 |
|
|
96,847 |
|
|
68,028 |
|
|
175,354 |
|
|
— |
|
|
111,392 |
|
|
454,597 |
Goodwill acquisition adjustments |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(2) |
|
|
— |
|
|
(2) |
Goodwill divested |
|
|
(324) |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(324) |
Impact of changes in foreign currency |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
6,722 |
|
|
— |
|
|
6,722 |
Balance as of December 31, 2021 |
|
|
1,457,437 |
|
|
503,223 |
|
|
931,269 |
|
|
992,578 |
|
|
1,559,512 |
|
|
743,624 |
|
|
6,187,643 |
Goodwill acquired |
|
|
90,457 |
|
|
229,112 |
|
|
72,201 |
|
|
196,533 |
|
|
235,095 |
|
|
1,193 |
|
|
824,591 |
Impact of changes in foreign currency |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(109,937) |
|
|
— |
|
|
(109,937) |
Balance as of December 31, 2022 |
|
$ |
1,547,894 |
|
$ |
732,335 |
|
$ |
1,003,470 |
|
$ |
1,189,111 |
|
$ |
1,684,670 |
|
$ |
744,817 |
|
$ |
6,902,297 |
(a) |
Effective April 1, 2023, the Company completed an evaluation of its organizational structure and, as a result of continued growth in the business, modified its organizational structure and changed its five geographic operating segments (Southern, Western, Central, Eastern and Canada) to six geographic operating segments (Southern, Western, Central, Eastern, Canada and MidSouth). Additionally, the Company realigned certain of the Company’s districts between operating segments. This realignment resulted in the reallocation of goodwill among its segments, which is reflected in the “Goodwill transferred” line item. |
Property and equipment, net relating to operations in the United States and Canada are as follows:
|
|
|
|
|
|
|
|
|
December 31, |
||||
|
|
2022 |
|
2021 |
||
United States |
|
$ |
6,201,011 |
|
$ |
5,075,184 |
Canada |
|
|
749,904 |
|
|
646,765 |
Total |
|
$ |
6,950,915 |
|
$ |
5,721,949 |
118
WASTE CONNECTIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLAR AMOUNTS IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)
A reconciliation of the Company’s primary measure of segment profitability (segment EBITDA) to Income before income tax provision in the Consolidated Statements of Net Income is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Years ended December 31, |
||||||||
|
|
2022 |
|
2021 |
|
2020 |
||||
Southern segment EBITDA |
|
$ |
466,519 |
|
$ |
369,221 |
|
$ |
343,181 |
|
Western segment EBITDA |
|
|
424,935 |
|
|
386,513 |
|
|
346,585 |
|
Central segment EBITDA |
|
|
446,315 |
|
|
379,644 |
|
|
332,321 |
|
Eastern segment EBITDA |
|
|
281,522 |
|
|
245,091 |
|
|
196,068 |
|
Canada segment EBITDA |
|
|
349,403 |
|
|
339,859 |
|
|
256,119 |
|
MidSouth segment EBITDA |
|
|
235,705 |
|
|
184,218 |
|
|
172,559 |
|
Subtotal reportable segments |
|
|
2,204,399 |
|
|
1,904,546 |
|
|
1,646,833 |
|
Unallocated corporate overhead |
|
|
(25,019) |
|
|
(19,596) |
|
|
(15,283) |
|
Depreciation |
|
|
(763,285) |
|
|
(673,730) |
|
|
(621,102) |
|
Amortization of intangibles |
|
|
(155,675) |
|
|
(139,279) |
|
|
(131,302) |
|
Impairments and other operating items |
|
|
(18,230) |
|
|
(32,316) |
|
|
(466,718) |
|
Interest expense |
|
|
(202,331) |
|
|
(162,796) |
|
|
(162,375) |
|
Interest income |
|
|
5,950 |
|
|
2,916 |
|
|
5,253 |
|
Other income (expense), net |
|
|
3,154 |
|
|
6,285 |
|
|
(1,392) |
|
Loss on early extinguishment of debt |
|
|
— |
|
|
(115,288) |
|
|
— |
|
Income before income tax provision |
|
$ |
1,048,963 |
|
$ |
770,742 |
|
$ |
253,914 |
|
18. NET INCOME PER SHARE INFORMATION
The following table sets forth the calculation of the numerator and denominator used in the computation of basic and diluted net income per common share attributable to the Company’s shareholders for the years ended December 31, 2022, 2021 and 2020:
|
|
Years Ended December 31, |
|||||||
|
|
2022 |
|
2021 |
|
2020 |
|||
Numerator: |
|
|
|
|
|
|
|
|
|
Net income attributable to Waste Connections for basic and diluted earnings per share |
|
$ |
835,662 |
|
$ |
618,047 |
|
$ |
204,677 |
Denominator: |
|
|
|
|
|
|
|
|
|
Basic shares outstanding |
|
|
257,383,578 |
|
|
261,166,723 |
|
|
263,189,699 |
Dilutive effect of equity-based awards |
|
|
655,223 |
|
|
561,747 |
|
|
497,840 |
Diluted shares outstanding |
|
|
258,038,801 |
|
|
261,728,470 |
|
|
263,687,539 |
19. EMPLOYEE BENEFIT PLANS
Retirement Savings Plans: Waste Connections and certain of its subsidiaries have voluntary retirement savings plans in Canada (the “RSPs”). RSPs are available to all eligible Canadian employees of Waste Connections and its subsidiaries. For eligible non-union Canadian employees, Waste Connections and its subsidiaries make a matching contribution to a deferred profit sharing plan (“DPSP”) of up to 5% of the employee’s eligible compensation, subject to certain limitations imposed by the Income Tax Act (Canada).
Certain of Waste Connections’ subsidiaries also have voluntary savings and investment plans in the U.S. (the “401(k) Plans”). The 401(k) Plans are available to all eligible U.S. employees of Waste Connections and its subsidiaries.
119
WASTE CONNECTIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLAR AMOUNTS IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)
Waste Connections and its subsidiaries make matching contributions under the 401(k) Plans of 100% of every dollar of a participating employee’s pre-tax contributions until the employee’s contributions equal 5% of the employee’s eligible compensation, subject to certain limitations imposed by the U.S. Internal Revenue Code. The Company’s matching contributions under the 401(k) Plans were suspended from June 1, 2020 to December 31, 2020. The Company reinstated its matching contributions effective January 1, 2021.
Total employer expenses, including employer matching contributions, for the DPSP and 401(k) Plans were $37,165, $31,834 and $16,350, respectively, during the years ended December 31, 2022, 2021 and 2020. These amounts include matching contributions Waste Connections made under the Deferred Compensation Plan, described below.
Multiemployer Pension Plans: The Company also participates in 17 “multiemployer” pension plans. The Company does not administer these multiemployer plans. In general, these plans are managed by the trustees, with the unions appointing certain trustees, and other contributing employers of the plan appointing certain others. The Company is generally not represented on the board of trustees. The Company makes periodic contributions to these plans pursuant to its collective bargaining agreements. The Company’s participation in multiemployer pension plans is summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expiration |
|
|
EIN/Pension Plan |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Date of |
|
|
Number/ |
|
Pension Protection Act |
|
FIP/RP |
|
|
|
|
|
|
|
|
|
|
Collective |
||
|
|
Registration |
|
Zone Status (a) |
|
Status |
|
Company Contributions (d) |
|
Bargaining |
|||||||||
Plan Name |
|
Number |
|
2022 |
|
2021 |
|
(b),(c) |
|
2022 |
|
2021 |
|
2020 |
|
Agreement |
|||
Western Conference of Teamsters Pension Trust |
|
91-6145047 - 001 |
|
Green |
|
Green |
|
Not applicable |
|
$ |
5,803 |
|
$ |
4,963 |
|
$ |
4,841 |
|
4/30/2023 to 6/30/2027 |
Local 731, I.B. of T., Pension Fund |
|
36-6513567 - 001 |
|
Green for the plan year beginning 10/1/2021 |
|
Green for the plan year beginning 10/1/2021 |
|
Not applicable |
|
|
4,484 |
|
|
4,504 |
|
|
4,628 |
|
9/30/2023 |
Suburban Teamsters of Northern Illinois Pension Fund |
|
36-6155778 - 001 |
|
Green |
|
Green |
|
Not applicable |
|
|
2,516 |
|
|
2,300 |
|
|
2,080 |
|
2/29/2024 |
Teamsters Local 301 Pension Fund |
|
36-6492992 - 001 |
|
Green |
|
Green |
|
Not applicable |
|
|
1,310 |
|
|
841 |
|
|
673 |
|
9/30/2023 |
Midwest Operating Engineers Pension Plan |
|
36-6140097 - 001 |
|
Green for the plan year beginning 4/1/2022 |
|
Green for the plan year beginning 4/1/2021 |
|
Not applicable |
|
|
542 |
|
|
424 |
|
|
316 |
|
10/31/2025 |
Automobile Mechanics’ Local No. 701 Union and Industry Pension Fund |
|
36-6042061 - 001 |
|
Green |
|
Green |
|
Not applicable |
|
|
470 |
|
|
439 |
|
|
457 |
|
12/31/2022 |
Local 813 Pension Trust Fund |
|
13-1975659 - 001 |
|
Critical |
|
Critical for the plan year beginning 1/1/2021 |
|
Implemented |
|
|
429 |
|
|
258 |
|
|
183 |
|
11/30/2027 |
Locals 302 & 612 of the IOUE - Employers Construction Industry Retirement Plan |
|
91-6028571 - 001 |
|
Green |
|
Green |
|
Not applicable |
|
|
338 |
|
|
313 |
|
|
298 |
|
11/16/2022 |
IAM National Pension Fund |
|
51-6031295 - 002 |
|
Critical |
|
Critical |
|
Implemented |
|
|
342 |
|
|
299 |
|
|
310 |
|
12/31/2022 |
International Union of Operating Engineers Pension Trust |
|
85512-1 |
|
Green as of 4/30/2020 |
|
Green as of 4/30/2020 |
|
Not applicable |
|
|
281 |
|
|
295 |
|
|
279 |
|
3/31/2024 |
Multi-Sector Pension Plan |
|
1085653 |
|
Critical as of 1/1/2021 |
|
Critical as of 1/1/2021 |
|
Not applicable |
|
|
249 |
|
|
265 |
|
|
196 |
|
12/31/2023 |
Recycling and General Industrial Union Local 108 Pension Fund |
|
13-6366378 - 001 |
|
Green |
|
Green |
|
Not applicable |
|
|
230 |
|
|
217 |
|
|
269 |
|
2/28/2027 |
Nurses and Local 813 IBT Retirement Plan |
|
13-3628926 - 001 |
|
Green |
|
Green |
|
Not applicable |
|
|
97 |
|
|
58 |
|
|
52 |
|
11/30/2027 |
Contributions to other multiemployer plans |
|
|
|
|
|
|
|
|
|
|
65 |
|
|
75 |
|
|
10 |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
17,156 |
|
$ |
15,251 |
|
$ |
14,592 |
|
|
(a) |
Unless otherwise noted in the table above, the most recent Pension Protection Act zone status available in 2022 and 2021 is for the plans’ years ended December 31, 2021 and 2020, respectively. |
(b) |
The “FIP/RP Status” column indicates plans for which a Funding Improvement Plan (“FIP”) or a Rehabilitation Plan (“RP”) has been implemented. |
(c) |
A multiemployer defined benefit pension plan that has been certified as endangered, seriously endangered or critical may begin to levy a statutory surcharge on contribution rates. Once authorized, the surcharge is at the rate of 5% for the first 12 months and 10% for any periods thereafter, until certain conditions are met. The Company was not required to pay a surcharge to these plans during the years ended December 31, 2022 and 2021. |
(d) |
Of the Multiemployer Pension Plans considered to be individually significant, the Company was listed in the Form 5500 as providing more than 5% of the total contributions for the following: 1) Local No. 731, I.B. of T., Pension Fund for plan years ending September 30, 2021, 2020 and 2019; 2) Teamsters Local 301 Pension Fund for plan years ending December 31, 2021, 2020 and 2019; 3) Suburban Teamsters of Northern Illinois Pension Plan for the plan years ending December 31, 2021 and 2020; and 4) Recycling and General Industrial Union Local 108 Pension Fund for the plan years ending December 31, 2021, 2020 and 2019. |
120
WASTE CONNECTIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLAR AMOUNTS IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)
The status is based on information that the Company received from the pension plans and is certified by the pension plans’ actuary. Plans with “green” status are at least 80% funded. Plans with “yellow” status are less than 80% funded. Plans with “critical” status are less than 65% funded. Under current law regarding multiemployer benefit plans, a plan’s termination, the Company’s voluntary withdrawal, or the withdrawal of all contributing employers from any under-funded multiemployer pension plan would require the Company to make payments to the plan for its proportionate share of the multiemployer plan’s unfunded vested liabilities. The Company could have adjustments to its estimates for these matters in the near term that could have a material effect on its consolidated financial condition, results of operations or cash flows.
Deferred Compensation Plan: The Waste Connections US, Inc. Nonqualified Deferred Compensation Plan was assumed by the Company on June 1, 2016 (as amended, restated, assumed, supplemented or otherwise modified from time to time, the “Deferred Compensation Plan”). The Deferred Compensation Plan is a non-qualified deferred compensation program under which the eligible participants, including officers and certain employees who meet a minimum salary threshold, may voluntarily elect to defer up to 80% of their base salaries and up to 100% of their bonuses, commissions and restricted share unit grants. Effective as of December 1, 2014, the Board of Directors determined to discontinue the option to allow eligible participants to defer restricted share unit grants pursuant to the Deferred Compensation Plan. Members of the Company’s Board of Directors are eligible to participate in the Deferred Compensation Plan with respect to their director fees. Although the Company periodically contributes the amount of its obligation under the plan to a trust for the benefit of the participants, any compensation deferred under the Deferred Compensation Plan constitutes an unsecured obligation of the Company to pay the participants in the future and, as such, is subject to the claims of other creditors in the event of insolvency proceedings. Participants may elect certain future distribution dates on which all or a portion of their accounts will be paid to them, including in the case of a change in control of the Company. Their accounts will be distributed to them in cash, except for amounts credited with respect to deferred restricted share unit grants, which will be distributed in the Company’s common shares pursuant to the 2004 Plan. In addition to the amount of participants’ contributions, the Company will pay participants an amount reflecting a deemed return based on the returns of various mutual funds or measurement funds selected by the participants, except in the case of restricted share units that were deferred and not subsequently exchanged into a measurement fund pursuant to the terms of the Deferred Compensation Plan, which will be credited to their accounts as Company common shares. The measurement funds are used only to determine the amount of return the Company pays to participants and participant funds are not actually invested in the measurement fund, nor are any Company common shares acquired under the Deferred Compensation Plan. The Company’s matching contributions to the Deferred Compensation plan were suspended from June 1, 2020 to December 31, 2020. The Company reinstated its matching contributions effective January 1, 2021. For the years ended December 31, 2022 and 2021, and during the period from January 1, 2020 through May 31, 2020, the Company also made matching contributions to the Deferred Compensation Plan of 100% of every dollar of a participating employee’s pre-tax eligible contributions until the employee’s contributions equaled 5% of the employee’s eligible compensation, less the amount of any match the Company made on behalf of the employee under the Waste Connections 401(k) Plan, and subject to certain deferral limitations imposed by the U.S. Internal Revenue Code on 401(k) plans. The Company’s total liability for deferred compensation at December 31, 2022 and 2021 was $40,407 and $50,738, respectively, which was recorded in Other long-term liabilities in the Consolidated Balance Sheets.
20. SUBSEQUENT EVENT (UNAUDITED)
On February 15, 2023, the Company announced that its Board of Directors approved a regular quarterly cash dividend of $0.255 per Company common share. The dividend will be paid on March 15, 2023, to shareholders of record on the close of business on March 1, 2023.
121